Table of Contents

SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
FORM 10-Q 
 
(Mark One) 
 
☒	 	Quarterly Report Pursuant to Section 13 or 15(d) of the 	
 Securities Exchange Act of 1934 
 
For the quarterly period ended June 30, 2003 
 
OR 
 
☐	 	Transition Report Pursuant to Section 13 or 15(d) of the 	
 Securities Exchange Act of 1934 
 
For the transition period from            to             
 
Commission file number:    000-50285 
 
FIRST ADVANTAGE CORPORATION 
(Exact name of registrant as specified in its charter) 
 
Delaware	 	61-1437565	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification Number)	
 
805 Executive Center Drive West, Suite 300 
St. Petersburg, Florida 33702 
(Address of principal executive offices, including zip code) 
 
(727) 290-1000 
(Registrant’s telephone number, including area code) 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) Yes ☒ No ☐ and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒ 
 
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ 
 
There were 16,043,027 shares of outstanding Class A Common Stock of the registrant as of August 13, 2003. 
There were 3,974,840 shares of outstanding Class B Common Stock of the registrant as of August 13, 2003. 

Table of Contents
FIRST ADVANTAGE CORPORATION 
 
Form 10-Q for the quarterly period ended June 30, 2003 
 
INDEX	 	 	
Part I.	  	FINANCIAL INFORMATION	 	 	
 	  	Item 1.	  	Financial Statements 	 	3	
 	  	 	  	Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002 	 	3	
 	  	 	  	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2003 and June 30, 2002	 	4	
 	  	 	  	Consolidated Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2003	 	5	
 	  	 	  	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2003 and June 30, 2002 	 	6	
 	  	 	  	Notes to Financial Statements 	 	7	
 	  	Item 2.	  	Management’s Discussion and Analysis of Financial Condition and Results of Operations 	 	17	
 	  	Item 3.	  	Quantitative and Qualitative Disclosures about Market Risk 	 	25	
 	  	Item 4.	  	Controls and Procedures 	 	25	
Part II.	  	OTHER INFORMATION 	 	26	
 	  	Item 1.	  	Legal Proceedings 	 	26	
 	  	Item 2.	  	Changes in Securities and Use of Proceeds 	 	26	
 	  	Item 3.	  	Defaults Upon Senior Securities 	 	26	
 	  	Item 4.	  	Submission of Matters to a Vote of Security Holders	 	26	
 	  	Item 5	  	Other Information	 	26	
 	  	Item 6.	  	Exhibits and Reports on Form 8-K	 	26	
SIGNATURES	  	 	 	27	
CERTIFICATIONS	  	 	 	 	
 
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Item 1. Financial Statements 
 
First Advantage Corporation 
Consolidated Balance Sheets 
 
 	  	June 30,
2003
	  	December 31,
2002
	
 	  	(unaudited)	  	 	
Assets	  	 	 	  	 	 	
Current assets:	  	 	 	  	 	 	
Cash and cash equivalents	  	$	12,194,314	  	$	6,514,108	
Accounts receivable (less allowance for doubtful accounts of $946,412 and $788,390 in 2003 and 2002, respectively)	  	 	19,273,993	  	 	13,826,944	
Prepaid expenses and other current assets	  	 	1,998,234	  	 	1,332,186	
 	  			  			
Total current assets	  	 	33,466,541	  	 	21,673,238	
Property and equipment, net	  	 	22,612,804	  	 	12,534,476	
Goodwill, net	  	 	176,980,955	  	 	112,618,228	
Intangible assets, net	  	 	13,224,934	  	 	10,606,428	
Database development costs, net	  	 	6,725,042	  	 	6,225,564	
Other assets	  	 	390,347	  	 	349,646	
 	  			  			
Total assets	  	$	253,400,623	  	$	164,007,580	
 	  			  			
Liabilities and Stockholders’ Equity	  	 	 	  	 	 	
Current liabilities:	  	 	 	  	 	 	
Accounts payable	  	$	5,214,730	  	$	3,047,348	
Accrued liabilities	  	 	13,570,898	  	 	7,814,401	
Due to affiliates	  	 	444,200	  	 	—  	
Income taxes payable	  	 	347,723	  	 	1,576,400	
Current portion of long-term debt and capital leases	  	 	2,735,964	  	 	539,406	
 	  			  			
Total current liabilities	  	 	22,313,515	  	 	12,977,555	
Long-term debt and capital leases, net of current portion	  	 	569,142	  	 	650,906	
Deferred taxes	  	 	4,429,253	  	 	4,188,593	
Other liabilities	  	 	1,671,348	  	 	287,430	
 	  			  			
Total liabilities	  	 	28,983,258	  	 	18,104,484	
 	  			  			
Commitments and contingencies	  	 	 	  	 	 	
Stockholders’ equity:	  	 	 	  	 	 	
Preferred stock, $.001 par value; 1,000,000 shares authorized, no shares issued or outstanding	  	 	—  	  	 	—  	
Class A common stock, $.001 par value; 75,000,000 shares authorized; 16,027,286 and 0 issued and outstanding as of June 30, 2003 and December 31, 2002, respectively	  	 	16,027	  	 	—  	
Class B common stock, $.001 par value; 25,000,000 shares authorized; 3,974,840 and 1 issued and outstanding as of June 30, 2003 and December 31, 2002, respectively	  	 	3,975	  	 	—  	
Additional paid-in capital	  	 	217,604,650	  	 	141,491,043	
Retained earnings	  	 	6,792,713	  	 	4,412,053	
 	  			  			
Total stockholders’ equity	  	 	224,417,365	  	 	145,903,096	
 	  			  			
Total liabilities and stockholders’ equity	  	$	253,400,623	  	$	164,007,580	

The accompanying notes are an integral part of these consolidated financial statements. 
 
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First Advantage Corporation 
Consolidated Statements of Income (Unaudited) 
 
 	  	Three Months Ended
June 30,	 	 	Six Months Ended
June 30,	 	
 	  	2003
	 	 	2002
	 	 	2003
	 	 	2002
	 	
Service revenues	  	$	37,430,897	 	 	$	24,714,663	 	 	$	68,971,553	 	 	$	47,361,901	 	
Cost of service revenues	  	 	14,817,737	 	 	 	10,290,719	 	 	 	28,636,705	 	 	 	20,578,485	 	
 	  				 				 				 				
Gross margin	  	 	22,613,160	 	 	 	14,423,944	 	 	 	40,334,848	 	 	 	26,783,416	 	
Salaries and benefits	  	 	11,312,129	 	 	 	7,210,793	 	 	 	21,837,110	 	 	 	14,149,608	 	
Other operating expenses	  	 	6,100,628	 	 	 	3,876,195	 	 	 	10,815,885	 	 	 	7,227,384	 	
Depreciation and amortization	  	 	1,791,043	 	 	 	892,358	 	 	 	3,569,994	 	 	 	1,722,714	 	
 	  				 				 				 				
Total operating expenses	  	 	19,203,800	 	 	 	11,979,346	 	 	 	36,222,989	 	 	 	23,099,706	 	
 	  				 				 				 				
Income from operations	  	 	3,409,360	 	 	 	2,444,598	 	 	 	4,111,859	 	 	 	3,683,710	 	
Interest (expense) income:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense	  	 	(36,305	)	 	 	(59,479	)	 	 	(55,115	)	 	 	(75,729	)	
Interest income	  	 	9,858	 	 	 	11,505	 	 	 	20,583	 	 	 	35,844	 	
 	  				 				 				 				
Total interest (expense), net	  	 	(26,447	)	 	 	(47,974	)	 	 	(34,532	)	 	 	(39,885	)	
 	  				 				 				 				
Income before provisions for income taxes	  	 	3,382,913	 	 	 	2,396,624	 	 	 	4,077,327	 	 	 	3,643,825	 	
Provision for income taxes	  	 	1,332,331	 	 	 	901,523	 	 	 	1,696,667	 	 	 	1,370,633	 	
 	  				 				 				 				
Net income	  	$	2,050,582	 	 	$	1,495,101	 	 	$	2,380,660	 	 	$	2,273,192	 	
 	  				 				 				 				
Per share amounts:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	  	$	0.10	 	 	 	N/A    	 	 	$	0.12	 	 	 	N/A    	 	
 	  				 	 	 	 	 				 	 	 	 	
Diluted	  	$	0.10	 	 	 	N/A    	 	 	$	0.12	 	 	 	N/A    	 	
 	  				 	 	 	 	 				 	 	 	 	
Weighted-average common shares outstanding:	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic	  	 	20,002,126	 	 	 	N/A    	 	 	 	20,002,126	 	 	 	N/A    	 	
Diluted	  	 	20,122,023	 	 	 	N/A    	 	 	 	20,122,023	 	 	 	N/A    	 	
 
The accompanying notes are an integral part of these consolidated financial statements. 
 
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First Advantage Corporation 
Consolidated Statement of Changes in Stockholders’ Equity 
For the Six Months Ended June 30, 2003 (Unaudited) 
 
 	  	Common
Stock
Shares
	  	Common
Stock
Amount
	  	Additional
Paid-in
Capital
	  	Retained
Earnings
	  	Total
	
Balance at December 31, 2002, as previously reported	  	1	  	$	—  	  	$	1,000	  	$	—  	  	$	1,000	
Contribution of FAST Division from First American	  	—  	  	 	—  	  	 	141,490,043	  	 	4,412,053	  	 	145,902,096	
 	  		  			  			  			  			
December 31, 2002, as restated	  	1	  	$	—  	  	$	141,491,043	  	$	4,412,053	  	$	145,903,096	
						
Net income for 2003	  	—  	  	 	—  	  	 	—  	  	 	2,380,660	  	$	2,380,660	
Contribution from First American – Operations	  	—  	  	 	—  	  	 	10,697,091	  	 	—  	  	 	10,697,091	
Contribution from First American – Cash	  	—  	  	 	—  	  	 	5,268,529	  	 	—  	  	 	5,268,529	
Class A Shares issued in connection with US SEARCH.com acquisition	  	16,027,207	  	 	16,027	  	 	60,147,432	  	 	—  	  	 	60,163,459	
Class B Shares issued to First American in connection with US SEARCH.com acquisition	  	3,974,839	  	 	3,975	  	 	—  	  	 	—  	  	 	3,975	
Class A Shares issued in connection with stock option plan	  	79	  	 	—  	  	 	555	  	 	—  	  	 	555	
 	  		  			  			  			  			
Balance at June 30, 2003	  	20,002,126	  	$	20,002	  	$	217,604,650	  	$	6,792,713	  	$	224,417,365	

The accompanying notes are an integral part of these consolidated financial statements. 
 
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First Advantage Corporation 
Consolidated Statements of Cash Flows 
For the Six Months Ended June 30, 2003 and 2002 
 
 	  	For the Six Months Ended
June 30,
	 	
 	  	2003
	 	 	2002
	 	
 	  	(unaudited)	 	 	(unaudited)	 	
Cash flows from operating activities:	  	 	 	 	 	 	 	 	
Net income	  	$	2,380,660	 	 	$	2,273,192	 	
Adjustments to reconcile net income to net cash provided by operating activities:	  	 	 	 	 	 	 	 	
Depreciation and amortization	  	 	3,569,994	 	 	 	1,722,714	 	
Change in operating assets and liabilities:	  	 	 	 	 	 	 	 	
Accounts receivable	  	 	(3,674,946	)	 	 	(3,183,444	)	
Prepaid expenses and other current assets	  	 	134,456	 	 	 	(650,344	)	
Other assets	  	 	178,503	 	 	 	460,196	 	
Accounts payable	  	 	(2,081,093	)	 	 	723,571	 	
Accrued liabilities	  	 	1,433,031	 	 	 	1,746,106	 	
Due to affiliates	  	 	746,806	 	 	 	—  	 	
Income taxes	  	 	(988,017	)	 	 	2,717,570	 	
Other liabilities	  	 	1,409,078	 	 	 	302,084	 	
 	  				 				
Net cash provided by operating activities	  	 	3,108,472	 	 	 	6,111,645	 	
 	  				 				
Cash flows from investing activities:	  	 	 	 	 	 	 	 	
Database development costs	  	 	(1,133,330	)	 	 	(1,694,663	)	
Purchases of property and equipment	  	 	(1,253,153	)	 	 	(3,071,951	)	
Beginning cash balance of US SEARCH.com	  	 	1,004,092	 	 	 	—  	 	
 	  				 				
Net cash used in investing activities	  	 	(1,382,391	)	 	 	(4,766,614	)	
 	  				 				
Cash flows from financing activities:	  	 	 	 	 	 	 	 	
Repayments of term notes	  	 	(1,314,959	)	 	 	(929,368	)	
Contribution from First American	  	 	5,268,529	 	 	 	4,645,856	 	
Class A Shares issued in connection with stock option plan	  	 	555	 	 	 	—  	 	
 	  				 				
Net cash provided by financing activities	  	 	3,954,125	 	 	 	3,716,488	 	
 	  				 				
Increase in cash and cash equivalents	  	 	5,680,206	 	 	 	5,061,519	 	
Cash and cash equivalents at beginning of period	  	 	6,514,108	 	 	 	1,286,913	 	
 	  				 				
Cash and cash equivalents at end of period	  	$	12,194,314	 	 	$	6,348,432	 	
 	  				 				
Supplemental disclosures of cash information:	  	 	 	 	 	 	 	 	
Cash paid for interest	  	$	47,660	 	 	$	29,072	 	
 	  				 				
Non-cash investing and financing activities:	  	 	 	 	 	 	 	 	
Operations contributed by First American	  	$	10,697,091	 	 	$	37,457,033	 	
 	  				 				
Shares issued in connection with US SEARCH.com acquisition	  	$	60,167,434	 	 	$	—  	 	

The accompanying notes are an integral part of these consolidated financial statements. 
 
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FIRST ADVANTAGE CORPORATION 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
June 30, 2003 and 2002 (Unaudited) 
 
1.	 	Organization and Nature of Business 	
 
First Advantage Corporation (the “Company”), a newly formed holding company, acquired US SEARCH.com and six operating subsidiaries of The First American Corporation (“First American”) that formerly comprised its First American Screening Technologies (“FAST”) division. The operating subsidiaries include HireCheck, Inc., First American Registry, Inc., Substance Abuse Management, Inc., American Driving Records, Inc., Employee Health Programs, Inc., and SafeRent, Inc. These businesses provide motor vehicle reports, tenant screening, employee background checking and occupational health services. US SEARCH.com provides consumer location and reference services. First American owns approximately 80% of the shares of capital stock of the Company. The Class B common stock owned by First American is entitled to ten votes per share on all matters presented to the stockholders for vote. 
 
2.	 	Summary of Significant Accounting Policies 	
 
Basis of Presentation 
 
The consolidated financial information included in this report has been prepared in accordance with the instructions to Form
10-Q and does not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments are of a normal recurring nature and are considered necessary for a fair presentation of the results for the interim period. This report should be read in conjunction with the Company’s Registration Statement on Form S-4 filed on May 14, 2003 with the Securities and Exchange Commission. The accompanying consolidated financial information includes the combined financial information of the FAST division, prepared on the historical cost basis of accounting, as if the merger with the Company was consummated on January 1, 2002. 
 
The Company’s operating results for the three months and for the six months ended June 30, 2003, include results for First American’s Screening Technologies division from April 1, 2003, and January 1, 2003, respectively, and the results for US SEARCH.com from June 1, 2003. The Company’s operating results for the three months and for the six months ended June 30, 2002, include results for First American’s Screening Technologies division only. 
 
Operating results for the six months ended June 30, 2003 and 2002 are not necessarily indicative of the results that may be expected for the entire fiscal year. 
 
New Accounting Pronouncements 
 
In April 2003, the FASB issued SFAS 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. SFAS 149 amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments imbedded in other contracts (collectively referred to as derivatives) and for hedging activities under SFAS 133. This statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The provisions of this statement should 
 
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FIRST ADVANTAGE CORPORATION 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
June 30, 2003 and 2002 (Unaudited) 
 
be applied prospectively. The provisions of this Statement that relate to SFAS 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates. The Company does not anticipate any significant impact on financial results from adoption of this standard. 
 
In May 2003, the FASB issued SFAS 150 “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”. SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of the Statement and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The Company does not anticipate any significant impact on financial results from adoption of this standard. 
 
3.	 	Acquisitions 	
 
In June 2003, the Company acquired US SEARCH.com for a total purchase price of approximately $60.2 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 mergers. The allocation of the purchase price is based upon estimates of the assets and liabilities acquired in accordance with SFAS 141. The acquisition of US SEARCH.com is based on management’s consideration of US SEARCH.com’s past and expected future performance as well as the potential strategic fit of US SEARCH.com with the long-term goals of First Advantage. The expected long-term growth, market position of US SEARCH.com and expected synergies to be generated by inclusion of US SEARCH.com are the primary factors which gave rise to an acquisition price which resulted in the recognition of goodwill. A full determination of the purchase price allocation will be made within twelve months of the effective acquisition date upon receipt of a final outside valuation analysis of tangible and intangible assets and finalization of the option valuation calculation. It is anticipated that the final purchase price allocation will not differ materially from the preliminary allocations. 
 
The purchase price is as follows: 
 
Fair value of FAST Division net assets	  	$	173,000,000	
 	  			
Fair value of 20% of the FAST Division net assets contributed	  	$	34,600,000	
Net cash infusion from First American	  	 	295,263	
Estimated merger related closing costs	  	 	6,772,254	
Cash loaned to US SEARCH.com by First American	  	 	1,447,600	
 	  			
Total consideration paid by First American for 80% of US SEARCH.com	  	$	43,115,117	
 	  			
Value of 100% of US SEARCH.com	  	$	53,893,896	
Value of vested options and outstanding warrants of US SEARCH.com	  	 	6,273,538	
 	  			
Purchase Price	  	$	60,167,434	

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FIRST ADVANTAGE CORPORATION 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
June 30, 2003 and 2002 (Unaudited) 
 
The allocation of the purchase price is as follows: 
 
Goodwill	  	$	53,791,969	 	
Identifiable intangible assets	  	 	3,000,000	 	
Reserve for fair value of operating leases	  	 	(1,369,656	)	
Technology	  	 	8,700,000	 	
Net Assets, acquired	  	 	(4,181,944	)	
Other	  	 	227,065	 	
 	  				
 	  	$	60,167,434	 	

The estimated fair value of the net assets of the FAST division was determined by First American at the date of the merger agreement based on the actual purchase price paid by First American for each of Employee Health Programs, Inc. and SafeRent, Inc. in the fourth quarter of 2002 and a valuation of the remaining FAST division companies undertaken as part of impairment testing required by SFAS 142. 
 
At December 31, 2002, all of the Company’s goodwill was allocated to the Business Screening and Information segment. Prior to the merger with US SEARCH.com, the Company’s reporting units for purposes of allocating goodwill and testing for impairment were pre-employment and drug screening, tenant screening and motor vehicle reporting. Goodwill in the amount of $53,791,969 was acquired in connection with the merger with US SEARCH.com. It is anticipated that this goodwill will be allocated to a new reporting unit (Consumer Services) and to the previous reporting units based on the relative benefits from the synergies anticipated from the merger. At June 30, 2003, this goodwill has not been allocated to the aforementioned reporting units, pending the completion of a fair value analysis of each of the reporting units by an independent third party. 
 
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FIRST ADVANTAGE CORPORATION 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
June 30, 2003 and 2002 (Unaudited) 
 
Pro forma results of operations assuming the acquisitions of Employee Health Programs, Inc., SafeRent, Inc., and US SEARCH.com were consummated on January 1, 2002 is as follows: 
 
 	  	Three Months Ended
June 30,
	 	 	Six Months Ended
June 30,
	 	
 	  	2003
	  	2002
	 	 	2003
	  	2002
	 	
Service revenues	  	$	42,493,369	  	$	39,759,671	 	 	$	82,113,391	  	$	75,417,959	 	
 	  			  				 			  				
Net income (loss)	  	$	1,221,749	  	$	(1,252,960	)	 	$	639,733	  	$	(3,108,016	)	
 	  			  				 			  				
Earnings per share:	  	 	 	  	 	 	 	 	 	 	  	 	 	 	
Basic	  	$	0.06	  	 	 	 	 	$	0.03	  	 	 	 	
 	  			  	 	 	 	 			  	 	 	 	
Diluted	  	$	0.06	  	 	 	 	 	$	0.03	  	 	 	 	
 	  			  	 	 	 	 			  	 	 	 	
Weighted-average common shares outstanding:	  	 	 	  	 	 	 	 	 	 	  	 	 	 	
Basic	  	 	20,002,126	  	 	 	 	 	 	20,002,126	  	 	 	 	
Diluted	  	 	20,122,023	  	 	 	 	 	 	20,122,023	  	 	 	 	
 
The changes in the carrying amount of goodwill and intangible assets are as follows for the six months ending June 30, 2003: 
 
 	  	Goodwill
	 	 	Intangible
Assets
	 	
Balance, at December 31, 2002	  	$	112,618,228	 	 	$	10,606,428	 	
Acquisitions	  	 	53,791,969	 	 	 	3,000,000	 	
Payment of contingent purchase price	  	 	10,697,091	 	 	 	—  	 	
Amortization	  	 	—  	 	 	 	(508,901	)	
Other adjustments	  	 	(126,333	)	 	 	127,407	 	
 	  				 				
Balance, at June 30, 2003	  	$	176,980,955	 	 	$	13,224,934	 	

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FIRST ADVANTAGE CORPORATION 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
June 30, 2003 and 2002 (Unaudited) 
 
4.	 	Debt 	
 
Long-term debt consists of the following at June 30, 2003: 
 
Term note:	  	 	 	
Interest rate of 5%, principal and interest payments monthly of $50,000 until November 2003, principal and interest payments thereafter of $126,667, matures December 2004	  	$	1,697,038	
Revolving Loan Facility:	  	 	 	
Interest at prime plus 1.50% (5.50% at June 30, 2003), matures August 2003	  	 	1,500,000	
Capital leases:	  	 	 	
Various interest rates and maturities through 2005	  	 	108,068	
 	  			
 	  	 	3,305,106	
Less current portion of long-term debt	  	 	2,735,964	
 	  			
 	  	$	569,142	

5.	 	Earnings Per Share 	
 
Pursuant to the provisions of SFAS 128 “Earnings Per Share”, basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding during the period. Dilutive common stock equivalents represent shares issuable upon assumed exercise of stock options  and warrants. The calculation of the weighted average common shares outstanding is based on the issuance of shares as of  June 5, 2003. 
 
6.	 	Related Parties 	
 
First American and certain affiliates provide legal, financial, technology and other administrative services to the Company. The Company recognized other operating expenses of $225,000 and $453,367 for the three months ended June 30, 2003 and 2002, respectively and $681,807 and $815,180 for the six months ended June 30, 2003 and 2002, respectively, relating to these services. The Company and First American entered into a services agreement pursuant to which First American will provide certain financial, administrative and managerial support services to the Company. Human resources systems and payroll systems and support, network services and financial systems will be provided at an annual cost of $150,000, $100,000 and $50,000, respectively. Legal and tax support, human resources support, investor relations and corporate communications support, accounting and financial management support, strategic planning and general management support will be provided at an annual cost of $600,000 plus reasonable out of pocket expenses. In addition, certain other services including pension and 401(k) expenses, corporate and medical insurance, personal property leasing and company car programs will be provided at actual cost. The agreement was implemented on April 1, 2003. Prior to April 1, 2003, the amounts allocated to the Company were based on reasonable assumptions (primarily usage, time incurred and number of employees) as to the proportion of the services used by the Company in 
 
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FIRST ADVANTAGE CORPORATION 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
June 30, 2003 and 2002 (Unaudited) 
 
relation to the actual costs incurred by First American and affiliates in providing the services. 
 
First American contributed certain operations relating to businesses acquired and has also forgiven certain amounts owed by the Company in connection with the acquisitions and in the funding of operations of the Company. Net assets, in connection with acquisitions, contributed to the Company by First American totaled $10,697,091 and $37,457,033 for the six months ended June 30, 2003 and 2002, respectively. These amounts have been treated as additional paid-in capital in the accompanying financial statements. Amounts contributed to the Company by First American to fund operations were $5,268,529 and $4,645,603 for the six months ended June 30, 2003 and 2002, respectively. 
 
7.	 	Stock Compensation Plans 	
 
Incentive Compensation Plan 
 
The Company’s board of directors has adopted the 2003 First Advantage Incentive Compensation Plan. The plan is intended to promote the long-term success of the Company and increase stockholder value by attracting, motivating, and retaining key employees of the Company and its subsidiaries and affiliates, and by motivating consultants who provide significant services to the Company and its subsidiaries and affiliates. To achieve this purpose, the plan allows the granting of stock options, stock appreciation rights, restricted stock awards, performance unit awards, performance share awards and cash-based awards to eligible persons. 
 
Subject to adjustment for certain changes in the Company’s capitalization, a total of 3.0 million shares of First Advantage Class A common stock is available for issuance under the plan. The plan is administered by the compensation committee of the board of directors of the Company, or another committee appointed by the Company’s board. 
 
Upon the occurrence of a change of control transaction (as defined in the plan), generally all awards under the plan accelerate, all restrictions are lifted and all performance goals are achieved, subject to certain limitations. The committee may provide that any award, the payment of which was deferred under the plan, will be paid or distributed as of, or promptly following, a change of control transaction. The committee may also provide that any awards subject to any such acceleration, payment, adjustment or conversion cannot be exercised after, or will terminate as of, a change of control transaction. 
 
In June 2003, stock options to purchase 928,500 shares of the Company’s common stock were granted under the First Advantage Corporation 2003 Incentive Compensation Plan Inc. The Company accounts for these stock options in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related Interpretations (APB 25). Accordingly, the Company does not recognize compensation cost in connection with these plans, as all 
 
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FIRST ADVANTAGE CORPORATION 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
June 30, 2003 and 2002 (Unaudited) 
 
options granted under these plans had an exercise price equal to the market value of the Company’s common stock on the date of grant. 
 
In December 2002, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure,” which amends SFAS 123, “Accounting for Stock-Based Compensation,” and provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based compensation. Furthermore, SFAS 148 requires more prominent and frequent disclosures in financial statements about the effects of stock-based compensation. The Company adopted SFAS 148 as of January 1, 2003 with respect to the disclosure requirements. The Company has elected to continue accounting for stock-based compensation using the intrinsic value method prescribed in APB 25 and related interpretations. If the Company had elected or was required to apply the fair value recognition provisions of SFAS 123 to stock-based employee compensation, net income and net income per share would have been reduced to the pro forma amounts indicated in the following table. 
 
 	  	Three Months Ended
June 30, 2003
	  	Six Months Ended
June 30, 2003

Net income, as reported	  	$	2,050,582	  	$	2,380,660	
Less: stock based compensation	  	 	199,636	  	 	199,636	
expense, net of tax	  	 	 	  	 	 	
 	  			  			
Pro forma net income	  	$	1,850,946	  	$	2,181,024	
 	  			  			
Earnings per share:	  	 	 	  	 	 	
Basic, as reported	  	$	0.10	  	$	0.12	
Basic, pro forma	  	$	0.09	  	$	0.11	
Diluted, as reported	  	$	0.10	  	$	0.12	
Diluted, pro forma	  	$	0.09	  	$	0.11	
 
Warrants and Options to Purchase Class A Common Stock, Assumed in the Merger 
 
The Company agreed to assume the obligations of US SEARCH.com contained in all warrants to purchase common stock of US SEARCH.com outstanding on the closing date of the merger. Pursuant to the merger agreement and the terms of the warrants, the holders of the warrants are entitled to receive upon exercise thereof 0.04 of a share of First Advantage Class A common stock for each share of US SEARCH.com common stock that such warrant holder would have been entitled to receive pursuant to the warrant prior to the closing of the merger. As of June 30, 2003, the Company had outstanding warrants to purchase up to 347,392 shares of its common stock at exercise prices ranging from $0.25 to $29.50 per share. 
 
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FIRST ADVANTAGE CORPORATION 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
June 30, 2003 and 2002 (Unaudited) 
 
All outstanding stock options, stock appreciation rights, limited stock appreciation rights and stock purchase rights of US SEARCH.com were assumed by the Company and converted automatically into options to purchase shares of First Advantage Class A common stock calculated in accordance with the exchange ratio, rounded down to the nearest whole share. The exercise price is equal to the exercise price per share of US SEARCH.com common stock divided by the exchange ratio, rounded down to the nearest whole cent. The outstanding stock options, stock appreciation rights, limited stock appreciation rights and stock purchase rights of US SEARCH.com otherwise continue to be exercisable and vest subject to the terms and conditions applicable to them before the mergers. However, all outstanding stock options issued to US SEARCH.com employees and directors pursuant to the US SEARCH.com Amended and Restated 1998 Stock Incentive Plan and all outstanding stock options issued to US SEARCH.com’s non-employee directors pursuant to the US SEARCH.com 1999 Non-Employee Directors’ Stock Option Plan accelerated and became fully vested upon the occurrence of the mergers. As of June 30, 2003, the Company had outstanding options (previously issued by US SEARCH.com) to purchase up to 787,081 shares of its common stock at exercise prices ranging from $7.00 to $242.25 per share. 
 
The following table summarizes information about stock options and warrants outstanding at June 30, 2003: 
 
 	  	Options Outstanding
	  	Options Exercisable
	
Range of Exercise Prices
	  	Shares
	  	Weighted Avg
Remaining Contractual
Life in Years
	  	Weighted
Average
Exercise Price
	  	Shares
	  	Weighted
Average
Exercise Price
	
$  7.00 - $  12.50	  	192,694	  	3.0	  	$	11.94	  	174,915	  	$	12.09	
$12.51 - $  25.00	  	1,263,683	  	8.4	  	$	21.80	  	305,248	  	$	22.71	
$25.01 - $  50.00	  	151,517	  	4.7	  	$	40.82	  	144,543	  	$	41.20	
$50.01 - $242.25	  	107,687	  	2.9	  	$	157.78	  	107,562	  	$	157.88	
 	  		  		  			  		  			
 	  	1,715,581	  	 	  	 	 	  	732,268	  	 	 	

 	  	Warrants Outstanding and Exercisable
	
Range of Exercise Prices
	  	Shares
	  	Weighted Avg
Remaining Contractual
Life in Years
	  	Weighted
Average
Exercise Price
	
$  0.25 - $22.50	  	128,016	  	5.55	  	$	14.54	
$22.51 - $26.00	  	216,376	  	3.02	  	$	26.00	
$26.01 - $29.50	  	3,000	  	3.65	  	$	29.38	
 	  		  		  			
 	  	347,392	  	 	  	 	 	

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FIRST ADVANTAGE CORPORATION 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
June 30, 2003 and 2002 (Unaudited) 
 
Employee Stock Purchase Plan 
 
The Company’s board of directors approved the First Advantage Corporation 2003 Employee Stock Purchase Plan. The plan, which is intended to qualify under Section 423 of the Internal Revenue Code, allows eligible employees to purchase First Advantage Class A common stock through payroll deductions for 85% of the fair market value of the First Advantage Class A common stock. Participation in the plan is voluntary. Eligible employees may participate by authorizing payroll deductions of up to 15% of their base pay for each payroll period. At the end of each one-month offering period, each participant will receive an amount of First Advantage Class A common stock equal to the sum of that participant’s payroll deductions during such period divided by 85% of the fair market value of the common stock at the end of the period. No employee may participate in the plan if such employee owns or would own after the purchase of options under the plan, 5% or more of the voting power of all classes of First Advantage stock. Shares of First Advantage Class A common stock issued under the plan must be held for a period of one year. A total of 1.0 million shares of First Advantage Class A common stock is reserved for issuance under the plan. The plan became operative in August 2003. 
 
8.	 	Segment Information 	
 
The Company provides business information and related products and services. The Company’s principal businesses are concentrated in two primary markets, Business Screening and Information, and Consumer Services. The Business Screening and Information segment includes tenant screening, employee background checking, motor vehicle reports and occupational health services. The Consumer Services segment provides consumer location and reference services. The Consumer Services segment was acquired in June 2003, as part of the US SEARCH.com merger. 
 
The following table sets forth segment information for the six and three months ended June 30, 2003 and 2002. The information included for the Consumer Services segment is for the one month ended June 30, 2003. 
 
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FIRST ADVANTAGE CORPORATION 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued) 
June 30, 2003 and 2002 (Unaudited) 
 
 	  	Three Months Ended June 30,
	  	Six Months Ended June 30,
	
Service Revenues
	  	2003
	 	 	2002
	  	2003
	 	 	2002
	
Business Screening and Information	  	$	35,882,879	 	 	$	24,714,663	  	$	67,423,535	 	 	$	47,361,901	
Consumer Services	  	 	1,548,018	 	 	 	—  	  	 	1,548,018	 	 	 	—  	
Corporate	  	 	—  	 	 	 	—  	  	 	—  	 	 	 	—  	
 	  				 			  				 			
Consolidated	  	$	37,430,897	 	 	$	24,714,663	  	$	68,971,553	 	 	$	47,361,901	

Depreciation & Amortization
	  	 	 	 	 	  	 	 	 	 	
Business Screening and Information	  	$	1,558,187	 	 	$	892,358	  	$	3,337,138	 	 	$	1,722,714	
Consumer Services	  	 	232,856	 	 	 	—  	  	 	232,856	 	 	 	—  	
Corporate	  	 	—  	 	 	 	—  	  	 	—  	 	 	 	—  	
 	  				 			  				 			
Consolidated	  	$	1,791,043	 	 	$	892,358	  	$	3,569,994	 	 	$	1,722,714	

Income Before Taxes
	  	 	 	 	 	  	 	 	 	 	
Business Screening and Information	  	$	4,410,976	 	 	$	2,396,624	  	$	6,263,777	 	 	$	3,643,825	
Consumer Services	  	 	18,394	 	 	 	—  	  	 	18,394	 	 	 	—  	
Corporate	  	 	(1,046,457	)	 	 	—  	  	 	(2,204,844	)	 	 	—  	
 	  				 			  				 			
Consolidated	  	$	3,382,913	 	 	$	2,396,624	  	$	4,077,327	 	 	$	3,643,825	

9.	 	Subsequent Events 	
 
On July 31, 2003, the Company entered into a $15 million loan agreement with a bank (the “Loan Agreement”). The outstanding principal balance under the related Note cannot exceed the lesser of $15 million or 80% of eligible accounts receivable, as defined in the Loan Agreement. The Note bears interest at the 30-day LIBOR rate plus an applicable margin ranging from 1.25% per annum to 2.5% per annum. The Loan Agreement provides that the Company must adhere to certain financial covenants. One of the financial covenants requires the maintenance of a “Funded Debt to EBITDA” ratio not to exceed 2.5 to 1.0. Funded Debt is defined as all outstanding liabilities for borrowed money and other interest bearing liabilities less the non-current portion of subordinated liabilities. EBITDA, as defined in the Loan Agreement, means net income less income or plus losses from discontinued operations and extraordinary items, plus all of the following: income taxes, interest expense, depreciation, amortization, depletion and other non-cash charges. A second financial covenant requires that the Company maintain a “Debt Service Coverage Ratio”, as defined in the Loan Agreement, of at least 1.5 to 1. 
 
On July 31, 2003, the Company entered into a Promissory Note with First American. The loan evidenced by the Promissory Note is a $10 million unsecured revolving loan, with interest payable monthly. The principal balance of the Promissory Note is payable on July 31, 2006. The Promissory Note is subordinated to the $15 million bank debt and bears interest at the rate payable under the $15 million bank debt plus 0.5% per annum. 
 
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Item 2.	 	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 	
 
Overview 
 
First Advantage was created by the June 5, 2003 merger of The First American Corporation’s Screening Technologies division with US SEARCH.com, Inc. First Advantage provides business information and related products and services. First Advantage’s principal businesses are concentrated in two primary markets, Business Screening and Information, and Consumer Services. The Business Screening and Information segment includes tenant screening, employee background checking, motor vehicle reports and occupational health services. The Consumer Services segment provides consumer location and reference services. The Consumer Services segment was acquired in June 2003, as part of the US SEARCH.com, Inc. merger. 
 
First Advantage earns revenue in the form of fees from the reports generated through its database of information and by searches performed. First Advantage generally enters into agreements with customers under which they pay a fixed fee per report generated. First Advantage recognizes this revenue when reports have been prepared and delivered. 
 
First Advantage’s expenses consist primarily of compensation and benefits costs for employees, data acquisition costs, occupancy and related costs, selling, general and administrative expenses associated with operating its business, income taxes and debt service obligations. First Advantage’s expenses are likely to increase with increasing revenue levels. 
 
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Critical Accounting Policies and Estimates 
 
First Advantage’s discussion and analysis of financial condition and results of operations is based upon its unaudited interim consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles. The results of operations for the three and six months ended June 30, 2003 include the results of The First American Corporation’s Screening Technologies division from April 1, 2003 and January 1, 2003, respectively and the results for US SEARCH.com from June 1, 2003. The results of operations for the three and six months ended June 30, 2002 include the results of he First American Corporation’s Screening Technologies division from April 1, 2002 and January 1, 2002, respectively. 
 
First Advantage believes the following are the more critical accounting policies that impact its financial statements, some of which are based on management’s best estimates available at the time of preparation. Other accounting policies also have a significant effect on First Advantage’s consolidated financial statements, and some of these policies also require the use of estimates and assumptions. Although First Advantage believes that its estimates and assumptions are reasonable, actual results may differ. 
 
Revenue Recognition 
 
Revenue is recognized at the time of delivery of the reports as First Advantage has no ongoing obligation after delivery. 
 
Allowance for Uncollectible Receivables 
 
The allowance for all probable uncollectible receivables is based on a combination of historical data, cash payment trends, specific customer issues, write-off trends, general economic conditions and other factors. These factors are continuously monitored by management to arrive at an estimate for the amount of accounts receivable that may ultimately be uncollectible. In circumstances where First Advantage is aware of a specific customer’s inability to meet its financial obligations, First Advantage records a specific allowance for bad debts against amounts due to reduce the net recognized receivable to the amount it reasonably believes will be collected. This analysis requires making significant estimates, and changes in facts and circumstances could result in material changes in the allowance for uncollectible receivables. 
 
Capitalized Software Development Costs 
 
First Advantage capitalizes costs associated with developing software for internal use, which costs primarily include salaries of developers. Direct costs incurred in the development of software are capitalized once the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose are probable. First Advantage ceases capitalization of development costs once the software has been substantially completed and is ready for its intended use. 
 
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Database Development Costs 
 
Database development costs represents expenditures associated with First Advantage’s databases of information for customer usage. The costs are capitalized from the time technological feasibility is established until the information is ready for use. 
 
Impairment of Intangible and Long-Lived Assets 
 
First Advantage evaluates goodwill and intangibles for impairment based on undiscounted projected future cash flows and determined that no adjustment was necessary. However, if future actual results do not meet expectations, First Advantage may be required to record an impairment charge, the amount of which could be material to results of operations. 
 
The following table sets forth, for the periods indicated, the percentages that certain items of income and expenses bear to revenue for such periods. Interim results are not necessarily indicative of results for a full year: 
 
 	  	For the three months
ended June 30,
	 	 	 	  	For the six months
ended June 30,
	 	
 	  	2003
	 	 	2002
	 	 	 	  	2003
	 	 	2002
	 	
Service revenues	  	100.0	%	 	100.0	%	 	 	  	100.0	%	 	100.0	%	
Cost of service revenues	  	39.6	%	 	41.6	%	 	 	  	41.5	%	 	43.4	%	
 	  			 			 	 	  			 			
Gross margin	  	60.4	%	 	58.4	%	 	 	  	58.5	%	 	56.6	%	
 	  			 			 	 	  			 			
Salaries and benefits	  	30.2	%	 	29.2	%	 	 	  	31.7	%	 	29.9	%	
Other operating expenses	  	16.3	%	 	15.7	%	 	 	  	15.7	%	 	15.3	%	
Depreciation and amortization	  	4.8	%	 	3.6	%	 	 	  	5.2	%	 	3.6	%	
 	  			 			 	 	  			 			
Income from operations	  	9.1	%	 	9.9	%	 	 	  	6.0	%	 	7.8	%	
 	  			 			 	 	  			 			
Other (expense) income:	  	 	 	 	 	 	 	 	  	 	 	 	 	 	
Interest expense	  	-0.1	%	 	-0.2	%	 	 	  	-0.1	%	 	-0.2	%	
Interest income	  	0.0	%	 	0.0	%	 	 	  	0.0	%	 	0.1	%	
 	  			 			 	 	  			 			
Total interest expense, net	  	-0.1	%	 	-0.2	%	 	 	  	-0.1	%	 	-0.1	%	
 	  			 			 	 	  			 			
Income before provision for income taxes	  	9.0	%	 	9.7	%	 	 	  	5.9	%	 	7.7	%	
Provision for income taxes	  	3.6	%	 	3.6	%	 	 	  	2.5	%	 	2.9	%	
 	  			 			 	 	  			 			
Net income	  	5.5	%	 	6.0	%	 	 	  	3.5	%	 	4.8	%	

 
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Three Months Ended June 30, 2003 Compared to Three Months Ended June 30, 2002 
 
Service Revenues 
 
Service revenues for the three months ended June 30, 2003 increased $12.7 million or 51.5% to $37.4 million from $24.7 million during the same period in 2002. The increase is primarily due to strategic acquisitions made in fourth quarter of 2002 and in 2003. The acquisitions accounted for approximately $10.5 million of total service revenues during the quarter ended June 30, 2003. Service revenues at existing operations increased approximately $2.2 million due to additional volumes of business in response to expanded marketing efforts. 
 
Cost of Revenues 
 
Cost of revenues is comprised of fees paid to third parties, including fees paid to laboratories for drug testing, access fees for county and state criminal data, and fees paid to states for motor vehicle records. Cost of revenues for the three months ended June 30, 2003 increased $4.5 million or 44% to $14.8 million from $10.3 million during the same period in 2002. $3.6 million of the increase is due to the effect of acquisitions made in the fourth quarter of 2002 and in 2003. Cost of revenues as a percentage of service revenues decreased from 41.6% to 39.6%. The decrease in cost of revenues is due to additional volumes of business noted above. 
 
Salaries and Benefits 
 
Salaries and benefits, for the three months ended June 30, 2003, increased by $4.1 million, or 57%, to $11.3 million from $7.2 million during the same period in 2002. Approximately $3.2 million of the increase is due to additional salaries and benefits as a result of acquisitions. The balance of the increase is due to additional volumes at existing businesses. 
 
Other Operating Expenses 
 
Other operating expenses for the three months ended June 30, 2003 increased $2.2 million or 57.4% to $6.1 million from $3.9 million during the same period in 2002. Approximately $2.1 million of this increase is due to additional facilities and operating expenses associated with the acquisitions noted above. 
 
Depreciation and Amortization 
 
Depreciation and amortization expense was $1.8 million for the three months ended June 30, 2003, compared to $900 thousand in the three months ended June 30, 2002. The increase of $900 thousand is primarily due to the acquisitions noted above. 
 
Income Taxes 
 
Provision for income taxes for the three months ended June 30, 2003 was $1.3 million (an effective rate of 39.4%) compared to a provision of $902 thousand (an 
 
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effective rate of 37.6%) during the same period in 2002. This change is primarily due to the changes in income from operations related to the operating factors discussed above. 
 
Six Months Ended June 30, 2003 Compared to the Six Months Ended June 30, 2002 
 
Service Revenues 
 
Service revenues for the six months ended June 30, 2003 increased $21.6 million or 45.6% to $69 million from $47.4 million during the same period in 2002. The increase is primarily due to strategic acquisitions made in the fourth quarter of 2002 and in 2003. The acquisitions accounted for approximately $17.3 million of total service revenues during the six months ended June 30, 2003. Service revenues at existing operations increased approximately $4.3 million due to additional volumes of business in response to expanded marketing efforts. 
 
Cost of Revenues 
 
Cost of revenues is comprised of fees paid to third parties, including fees paid to laboratories for drug testing, access fees for county and state criminal data, and fees paid to states for motor vehicle records. Cost of revenues for the six months ended June 30, 2003 increased $8.0 million or 39.2% to $28.6 million from $20.6 million during the same period in 2002. The increase is due to the effect of acquisitions made during the fourth quarter of 2002 and in 2003. Cost of revenues as a percentage of service revenues decreased from 43.4% to 41.5%. 
 
Salaries and Benefits 
 
Salaries and benefits increased by $7.7 million or 54.3% for the six months ended June 30, 2003 when compared to the six months ended June 30, 2002. Approximately $5.9 million of the increase is due to acquisitions made in the fourth quarter of 2002 and 2003. The balance of the increase is due to additional volumes at existing businesses. 
 
Other Operating Expenses 
 
Other operating expenses for the six months ended June 30, 2003 increased $3.6 million or 50.0% to $10.8 million from $7.2 million during the same period in 2002. Approximately $3.2 million of this increase is due to additional facilities and operating expenses associated with the acquisitions noted above. 
 
Depreciation and Amortization 
 
Depreciation and amortization expense was $3.6 million for the six months ended June 30, 2003, compared to $1.7 million in the six months ended June 30, 2002. The increase of $1.9 million is primarily due to the acquisitions noted above. 
 
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Income Taxes 
 
Provision for income taxes for the six months ended June 30, 2003 was $1.7 million (an effective rate of 41.6%) compared to a provision of $1.4 million (an effective rate of 37.6%) during the same period in 2002. This change is primarily due to the changes in income from operations related to the operating factors discussed 
 
Liquidity and Capital Resources 
 
First Advantage’s primary source of liquidity is cash flow from operations and contributions from its parent, The First American Corporation. As of June 30, 2003, cash and cash equivalents have increased to $12.2 million from $6.5 million as of December 31, 2002. 
 
Cash provided by operations was $3.1 million for the six months ended June 30, 2003 as compared to $6.1 million for the same period in 2002. 
 
Cash used in investing activities was $1.4 million for the six months ended June 30, 2003 as compared to $4.8 million for the same period in 2002. Cash was used primarily to purchase computer hardware, software and database development costs. 
 
Cash provided by financing activities was $4.0 for the six months ended June 30, 2003 as compared to $3.7 million for the same period in 2002. The First American Corporation contributed cash of approximately $5.3 million the six months ended June 30, 2003 and $4.6 million for the same period in 2002. Although The First American Corporation has provided contributions in the past to support acquisitions and operations of First Advantage, there can be no assurance of future contributions. Pursuant to a standstill agreement to be entered into between The First American Corporation and First Advantage, a majority of disinterested directors of First Advantage must approve of all transactions between The First American Corporation or its affiliates and First Advantage, except for loans of up to $1.0 million. 
 
Earnings before interest, taxes, depreciation and amortization (“ EBITDA”) was $5.2 million and $7.7 million for the three and six months ended June 30, 2003. EBITDA is not a measure of financial performance under generally accepted accounting principles nor is it presented as a substitute for net income or net cash provided from operations. First Advantage has included EBITDA data because such data is used by management to compare its performance to its competitors. EBITDA is also used by management to assess the on-going operations of the business. In addition, certain investors and creditors use EBITDA to analyze operating performance, liquidity and the debt service capability of the business. A reconciliation of EBITDA to net income for the three and six months ended June 30, 2003 is as follows: 
 
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 	  	Six Moths
Ended
June 30, 2003
	  	Three Months
Ended
June 30, 2003
	
Net income	  	$	2,380,660	  	$	2,050,582	
Provision for income taxes	  	 	1,696,667	  	 	1,332,331	
Interest expense	  	 	55,115	  	 	36,305	
Depreciation & amortization	  	 	3,569,994	  	 	1,791,043	
 	  			  			
Earnings before interest, taxes, depreciation and amortization (EBITDA)	  	$	7,702,436	  	$	5,210,261	

First Advantage has entered into various capital leases, which have varying payments and interest rates. Approximately $108,000 is outstanding at June 30, 2003 relating to capital leases. 
 
First Advantage also leases certain office facilities, automobiles and equipment under operating leases, which, for the most part, are renewable. The majority of these leases also provide that First Advantage will pay insurance and taxes. 
 
Debt consists primarily of bank debt of $1.5 million and acquisition debt of $ 1.7 million both assumed in conjunction with the merger with US SEARCH.com Inc. The bank debt is due on August 31, 2003. 
 
On July 31, 2003 First Advantage entered into a $15 million loan agreement with a bank (the “Loan Agreement”). The outstanding principal balance under the related Note cannot exceed the lesser of $15 million or 80% of eligible accounts receivable, as defined in the Loan Agreement. The Note bears interest at the 30-day LIBOR rate plus an applicable margin ranging from 1.25% per annum to 2.5% per annum. The Loan Agreement provides that the First Advantage must adhere to certain financial covenants. One of the financial covenants requires the maintenance of a “Funded Debt to EBITDA” ratio not to exceed 2.5 to 1.0. Funded Debt is defined as all outstanding liabilities for borrowed money and other interest bearing liabilities less the non- current portion of subordinated liabilities. EBITDA, as defined in the Loan Agreement, means net income less income or plus losses from discontinued operations and extraordinary items, plus all of the following; income taxes, interest expense, depreciation, amortization, depletion and other non-cash charges. A second financial covenant requires that the company maintain a “ Debt Service Coverage Ratio”, as defined in the Loan Agreement, of at least 1.5 to 1. 
 
On July 31, 2003 First Advantage entered into a Promissory Note with The First American Corporation. The loan evidenced by the Promissory Note is a $10 million unsecured revolving loan, with interest payable monthly. The principal balance of the Promissory Note is payable on July 31, 2006. The Promissory Note is subordinated to the $15 million bank debt and bears interest at the rate payable under the $15 million bank debt plus 0.5% per annum. 
 
First Advantage and The First American Corporation entered into a services agreement pursuant to which The First American Corporation will provide certain 
 
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financial, administrative and managerial support services to First Advantage. Human resources systems and payroll systems and support, network services and financial systems will be provided at an annual cost of $150,000, $100,000 and $50,000, respectively. Legal and tax support, human resources support, investor relations and corporate communications support, accounting and financial management support, strategic planning and general management support will be provided at an annual cost of $600,000 plus reasonable out of pocket expenses. In addition, certain other services including pension and 401(k) expenses, corporate and medical insurance, personal property leasing and company car programs will be provided at actual cost. Pursuant to the services agreement, The First American Corporation may make one or more loans to First Advantage on mutually agreeable terms without first obtaining the approval of a majority of disinterested directors of First Advantage; provided that the interest rate on the loans may not exceed prime plus 2.75% and the aggregate amount of the loans may not exceed $1.0 million. The services agreement commenced on the effective date of the merger and continues for one year. The services agreement will continue for successive six-month periods thereafter unless either First Advantage or The First American Corporation advises the other in writing, no later than 30 days before the expiration of a six-month period, that the services agreement will not be extended. 
 
First Advantage filed a Registration Statement with the Securities and Exchange Commission for the issuance of up to 4,000,000 shares of our Class A common stock, par value $.001 per share, from time to time as full or partial consideration for the acquisition of businesses, assets or securities of other business entities. The Registration Statement was declared effective on July 14, 2003 
 
First Advantage has historically sought to acquire other businesses as part of its program of strategic growth. First Advantage continues to evaluate acquisitions in order to capitalize on the consolidation occurring in the industry and expects to fund such acquisitions from available sources of liquidity. 
 
While uncertainties within First Advantage’s industry exist, management is not aware of any trends or events likely to have a material adverse effect on liquidity or the accompanying financial statements. First Advantage believes that based on current levels of operations and anticipated growth, First Advantage’s cash flow from operations, together with available sources of liquidity, will be sufficient to fund operations, anticipated capital expenditures, make required payments of principal and interest on debt, and satisfy other long-term contractual commitments. The following is a schedule of long-term contractual commitments (as of June 30, 2003) over the periods in which they are expected to be paid. 
 
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 	  	2003
	  	2004
	  	2005
	  	2006
	  	2007
	  	Thereafter
	  	Total
	
Minimum contract purchase commitments	  	$	2,193,459	  	$	757,839	  	$	68,325	  	$	25,992	  	$	984	  	$	—  	  	$	3,046,599	
Operating leases	  	 	2,640,779	  	 	4,198,871	  	 	2,586,812	  	 	1,520,483	  	 	1,030,646	  	 	458,552	  	 	12,436,143	
Long-term debt	  	 	2,091,458	  	 	1,105,580	  	 	—  	  	 	—  	  	 	—  	  	 	—  	  	 	3,197,038	
Capital leases	  	 	69,145	  	 	36,026	  	 	2,897	  	 	—  	  	 	—  	  	 	—  	  	 	108,068	
 	  			  			  			  			  			  			  			
Total	  	$	6,994,841	  	$	6,098,316	  	$	2,658,034	  	$	1,546,475	  	$	1,031,630	  	$	458,552	  	$	18,787,848	

Note of Caution Regarding Forward Looking Statements 
 
Certain statements made in this quarterly report, including those relating to sufficiency of cash flows and other sources of liquidity, are forward-looking. Risks and uncertainties exist that may cause results to differ materially from those set forth in these forward- looking statements. Factors that could cause the anticipated results to differ from those described in the forward-looking statements include: general volatility of the capital markets and the market price of the company’s Class A common stock; the company’s ability to successfully raise capital; the company’s ability to integrate the businesses brought together in the June 5, 2003, merger with US SEARCH.com, Inc. and The First American Corporation’s Screening Technologies division; the company’s ability to identify and complete acquisitions and successfully integrate businesses it acquires; changes in applicable government regulations; the degree and nature of the company’s competition; increases in the company’s expenses; continued consolidation among the company’s competitors and customers; unanticipated technological changes and requirements; and the company’s ability to identify suppliers of quality and cost-effective data. The forward-looking statements speak only as of the date they are made. The company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. 
 
Item 3.    Quantitative and Qualitative Disclosures about Market Risk 
 
We considered the provision of Financial Reporting Release No. 48 “Disclosure of Accounting Policies for Derivative Financial Instruments and Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative Information about Market Risk Inherent In Derivative Financial Instruments, Other Financial Instruments and Derivative Commodity Instruments”. We had no holdings of derivative financial instruments at June 30, 2003. 
 
Item 4.    Controls and Procedures 
 
Based upon an evaluation by the Company’s President and Chief Financial Officer within 90 days prior to the filing date of this Quarterly Report on Form 10-Q, they have concluded that the Company’s disclosure controls and procedures as defined in Rule 13a-14(c) under the Securities Exchange Act of 1934, as amended, are effective for gathering, analyzing and disclosing the information the Company is required to disclose in its reports filed under such Act. 
 
There were no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referred to above. 
 
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PART II. OTHER INFORMATION 
 
Item 1. Legal Proceedings 
 
None 
 
Item 2. Changes in Securities and Use of Proceeds 
 
In connection with the June 5, 2003 merger of the Company with the Screening Technologies division of The First American Corporation and with US SEARCH.com, Inc., the Company amended its Certificate of Incorporation. Prior to the amendment, the Company was authorized to issue up to 1,000 shares of a single class of common stock, which was entitled to one vote per share. The amendment authorized the Company to issue up to 1,000,000 shares of preferred stock, 75,000,000 shares of Class A common stock, which is entitled to one vote per share, and 25,000,000 shares of Class B common stock, which is entitled to ten votes per share. In the June 5, 2003 merger The First American Corporation received Class B shares representing approximately 80% of the total issued and outstanding common stock of the Company on such date. The former stockholders of US SEARCH.com, Inc. received Class A shares representing approximately the remaining 20%. 
 
Item 3. Defaults upon Senior Securities 
 
None 
 
Item 4. Submission of Matters to a Vote of Security Holders 
 
The Company’s sole stockholder unanimously elected Parker Kennedy, Brent Cohen, J. David Chatham, Barry Connelly, Lawrence D. Lenihan, Jr., Donald Nickelson, Donald Robert and David Walker to the board of directors of the Company in an Action by Written Consent of the Sole Stockholder of First Advantage Corporation dated June 4, 2003. The appointments became effective upon the consummation of the merger of The First American Corporation’s Screening Technologies division and US SEARCH.com, Inc. with the Company, which occurred on June 5, 2003. John W. Long, who was previously elected to the board of directors of the Company, continued as a director. 
 
Item 5. Other Information 
 
None 
 
Item 6. Exhibits and Reports on Form 8-K 
 
(a)    Exhibits 

10	  	Employment Agreement, dated August 4, 2003, between First Advantage Corporation and David Wachtel	
		
31.1	  	Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
		
31.2	  	Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
		
32.1	  	Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
		
32.2	  	Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
		
99.1	  	Loan Agreement, made as of the 31st day of July, 2003 by and between First Advantage Corporation and Bank of America, N.A.	
		
99.2	  	Promissory Note, made July 31, 2003, by First Advantage Corporation to the order of Bank of America, N.A.	
		
99.3	  	Security Agreement, made as of the 31st day of July, 2003 by First Advantage Corporation and Bank of America, N.A.	
		
99.4	  	Security Agreement, made as of the 31st day of July, 2003 by SafeRent, Inc., Employee Health Program, Inc., Substance Abuse Management, Inc., HireCheck, Inc., American Driving Records, Inc., First American Registry, Inc., US SEARCH.com, Inc. and Bank of America, N.A.	
		
99.5	  	Promissory Note, made July 31, 2003, by First Advantage Corporation to the order of The First American Corporation	

(b)    Reports on Form 8-K 
 
During the three months ended June 30, 2002, the Company filed the following reports on Form 8-K: 
 
 	(i)	 	Form 8-K, filed on June 6, 2003, with respect to the announcement of the closing of the merger with the Screening Technologies division of The First American Corporation and US SEARCH.com, Inc., incorporating by reference the following financial statements and financial information from pre-effective amendment number 5 to the Company’s registration statement on Form S-4 (No. 333-102565): 	
 
 	(A)	 	audited combined balance sheets, statements of operations, changes in stockholder’s equity and cash flows of the FAST division as of December 31, 2002 and 2001, and the results of operations and cash flows of the FAST division for each of the three years in the period ended December 31, 2002; 	
 	(B)	 	unaudited balance sheet of SafeRent, Inc. for the year ended December 31, 2001, unaudited balance sheet, statement of operations, statement of changes in owners’ equity and statement of cash flows of SafeRent, Inc. for the nine months ended September 30, 2002, unaudited statement of operations and statement of cash flows of SafeRent, Inc. for the nine months ended September 30, 2001, and balance sheets, statements of operations, statements of owners’ equity and statements of cash flows of SafeRent, Inc. for the years ended December 31, 2001 (unaudited) and 2000; 	
 	(C)	 	balance sheet of Employee Health Programs, Inc. for the year ended December 31, 2001, unaudited balance sheet, statement of income, statement of changes in stockholders’ equity and statement of cash flows of Employee Health Programs, Inc. for the nine months ended September 30, 2002, unaudited statements of income and statements of cash flows of Employee Health Programs, Inc. for the nine months ended September 30, 2001, and balance sheets, statements of income, statements of stockholders’ equity and statements of cash flows of Employee Health Programs, Inc. for the years ended December 31, 2001 and 2000; 	
 	(D)	 	balance sheet, income statement, statement of changes in stockholders’ equity and statement of cash flows of Substance Abuse Management, Inc. for the year ended December 31, 2000; 	
 	(E)	 	balance sheets, income statements, statements of changes in stockholders’ equity and statements of cash flows of American Driving Records, Inc. for the years ended December 31, 2001 and 2000; 	
 	(F)	 	the audited consolidated balance sheets and the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows of US SEARCH.com Inc. and its subsidiary at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002; and 	
 	(G)	 	the unaudited pro forma combined financial statements for the FAST division and US SEARCH.com Inc. for the year ended December 31, 2002. 	
 
 	(ii)	 	Form 8-K, filed on June 10, 2003, with respect to the announcement of the departure of the president of the Company. 	
 
 	(iii)	 	Form 8-K, filed on June 18, 2003, with respect to the naming of officers of the Company. 	
 
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SIGNATURES 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 
 
FIRST ADVANTAGE CORPORATION 
(Registrant) 

				
Date: August 13, 2003	 	 	 	By:	 	/s/     JOHN LONG        
	
 	 	 	 	 	 	 	 	John Long
Chief Executive Officer 	

 	 	 	 	 	 	By:	 	/s/     JOHN LAMSON        
	
 	 	 	 	 	 	 	 	John Lamson
Chief Financial Officer	
 
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EXHIBIT INDEX 
 
Exhibit
No.	  	Description

10	  	Employment Agreement, dated August 4, 2003, between First Advantage Corporation and David Wachtel	
		
31.1	  	Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
		
31.2	  	Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
		
32.1	  	Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
		
32.2	  	Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
		
99.1	  	Loan Agreement, made as of the 31st day of July, 2003 by and between First Advantage Corporation and Bank of America, N.A.	
		
99.2	  	Promissory Note, made July 31, 2003, by First Advantage Corporation to the order of Bank of America, N.A.	
		
99.3	  	Security Agreement, made as of the 31st day of July, 2003 by First Advantage Corporation and Bank of America, N.A.	
		
99.4	  	Security Agreement, made as of the 31st day of July, 2003 by SafeRent, Inc., Employee Health Program, Inc., Substance Abuse Management, Inc., HireCheck, Inc., American Driving Records, Inc., First American Registry, Inc., US SEARCH.com, Inc. and Bank of America, N.A.	
		
99.5	  	Promissory Note, made July 31, 2003, by First Advantage Corporation to the order of The First American Corporation	

                                                                      Exhibit 10
                [FIRST ADVANTAGE CORPORATION LOGO APPEARS HERE]

                                 August 4, 2003

Dear David:

The First Advantage Corporation (the "Company") is pleased to offer you
employment as Chief Technology Officer of the Company, effective on the date
indicated above and ending December 31, 2005 (the "Term"), on the terms and
conditions set forth in this agreement (the "Agreement"). Upon the expiration of
the Term, this Agreement will not be renewed and, similar to other senior
executives of the Company, you will be employed at-will, subject to the
Severance Covenant (as defined below).

During the Term, you shall devote your full business time, energy and ability
exclusively to the business and interests of the Company at such address
(subject to usual and ordinary travel requirements) in the greater Los Angeles,
California metropolitan area (including, for the avoidance of doubt, cities
other than Los Angeles) as the Company shall determine; provided, however, that
without your consent your office will not be at a location that is greater than
20 miles from your current office at 5401 Beethoven Street, Los Angeles,
California (the "Current Location"). You will report to the Chief Operating
Officer of the Company (the "COO") and shall perform the duties and have the
authority customarily associated with the positions set forth above, including
any such duties as may be assigned to you by the COO, the President of the
Company (the "President"), the Chief Executive Officer of the Company (the
"CEO") or the Board of Directors which are consistent with your position as
Chief Technology Officer.

During the Term, your base salary will be $250,000 per year, pro rata for any
partial pay period during the Term, less standard deductions and withholdings,
paid in accordance with the Company's standard payroll procedures. You will be
eligible for salary increases as approved in the sole and unfettered direction
of the compensation committee (the "Compensation Committee") of the Board of
Directors or if there is no Compensation Committee, the Board of Directors.

For the calendar year 2003, you will receive a minimum bonus of $100,000, paid
at such time as the bonuses paid to other senior executive of the Company are
paid. For the calendar years 2004 and 2005, you will be paid a bonus equal to
the sum of

     (a)    the lesser of (i) the product of 0.01 and the pre-tax net income of
            the Company (as defined in accordance with generally accepted
            accounting principles), excluding the effects of expenses directly
            resulting from the acquisition of US SEARCH.com Inc. by the Company
            ("Adjusted Pre-Tax Income"), for such year and (ii) $250,000 and

     (b)    the product of 0.005 and Adjusted Pre-Tax Income for such year in
            excess of $25,000,000, if any;

provided, however, that in the event the calculation in subparagraph (a) above
results in a negative number, the bonus payable for the calendar year 2004 or
2005, respectively, pursuant to this sentence shall be $0. Such bonus will be
paid at such time as the bonuses paid to other senior executives of the Company
are paid for such calendar year; provided, however, that if your employment with
the Company terminates after the end of the calendar year 2003, 2004 or 2005, as
the case may be, but prior to the time bonuses are paid to senior executives of
the Company for such calendar year, you shall be paid your bonus for such
calendar year as soon as practicable after your termination of employment. For
the avoidance of doubt, if you remain employed by the Company after the Term,
all salary and bonuses shall be determined and paid in the sole and unfettered
discretion of the Compensation Committee or, if there is no Compensation
Committee, the Board of Directors.

During the Term, the Company shall pay you a car allowance of $900 per month,
pro rata for any partial month during the Term.

You will be granted an option to purchase 40,000 shares of the Class A common
stock of the Company on the same terms as option grants made to other senior
executives of the Company around such time and otherwise subject to the First
Advantage Corporation 2003 Incentive Compensation Plan and the option agreement
to be executed by you and the Company; provided, however, that the strike price
with respect to such options shall be the mean between the high and low trading
price of Class A common stock of the Company on the Nasdaq National Market
System as of the date of this agreement; provided, further, that if the Company
terminates your employment without Cause (as defined below) during the Term, or
if you terminate your employment with the Company for Good Reason (as defined
below) during the Term, or if you retire or otherwise voluntarily terminate your
employment with the Company such options, to the extent vested as of the date of
such termination, may be exercised by you at any time prior to the first
anniversary of the date of such termination; provided, further, that if the
Company terminates your employment for Cause such options, to the extent vested
as of the date of such termination, may be exercised by you at any time prior to
the 30 day anniversary of the date of such termination; provided, further, that
your rights upon a Change of Control (as defined in the Option Plan) shall be as
specified in Article XIV of the Option Plan as the Option Plan existed on the
date hereof (a copy of which is attached hereto as Exhibit A), without giving
effect to any subsequent amendments or modifications thereto (including, without
limitation, to the definition of "Change of Control" therein).

During the Term, you shall be entitled to receive all other benefits of
employment generally available to other similar employees of the Company when
and as you become eligible for them, including medical, dental, life and
disability insurance benefits. The Company reserves the right to modify, suspend
or discontinue any and all of the above benefit plans, policies, and practices
at any time without notice to or recourse by you, so long as such action is
taken generally with respect to other similarly situated employees of the
Company and does not single you out. You shall be entitled to four weeks
vacation per year, which shall accrue and carry-over in accordance with the
policies and practices of the Company applicable to similarly situated employees
of the Company.

                                      -2-

During the Term, to the extent that such expenditures satisfy the criteria under
the Internal Revenue Code for deductibility by the Company (whether or not fully
deductible) for federal income tax purposes as ordinary and necessary business
expenses, the Company shall reimburse you for reasonable business expenses in
accordance with the policies and procedures established from time to time with
respect to similarly situated employees of the Company.

You agree that all processes, inventions, patents, copyrights, trademarks and
other intangible rights that may be conceived or developed by you, either alone
or with others, during the Term and after the Term while you are employed by the
Company or any of its affiliates, whether or not conceived or developed during
your working hours, and with respect to which the equipment, supplies,
facilities or trade secret information of the Company or any of its affiliates
was used, or that relate at the time of conception or reduction to practice of
the invention to the business of the Company or any of its affiliates or to the
Company's or any of its affiliate's actual or demonstrably anticipated research
and development, or that result from any work performed by you for the Company
or any of its affiliates, shall be the sole property of the Company. You shall
disclose to the Company all inventions conceived during the Term, during any
time you are employed by the Company or any of its affiliates subsequent to the
Term and for one year thereafter, whether or not the property of the Company or
any of its affiliates under the terms of the preceding sentence, provided that
such disclosure shall be received by the Company in confidence. You shall
execute all documents, including patent applications and assignments, reasonably
required by Company to establish the Company's rights under this paragraph. This
paragraph shall survive the termination of this Agreement, whether by expiration
of the Term or otherwise.

Because of your employment by the Company, you will have access to trade secrets
and confidential information about the Company and its affiliates, their
products, their customers and their methods of doing business. Such information
is considered secret and is disclosed to you in confidence. During and after
your employment by the Company, whether pursuant to this Agreement or otherwise,
you shall not directly or indirectly disclose or use any such information except
as required in the course of your employment by the Company. This paragraph
shall survive the termination of this Agreement, whether by expiration of the
Term or otherwise.

By accepting this Agreement, you represent and warrant that you are not a party
to any agreement with any third party or prior employer that would conflict with
or inhibit your performance of your duties with the Company.

If (a) the Company terminates your employment without Cause during the Term or
(b) you terminate your employment with the Company for Good Reason during the
Term, the Company will provide you with the following severance benefits,
provided that you provide the Company with a signed general release of all
claims substantially in the form set forth as Exhibit B:

     (i)    continuation of your base salary, subject to standard payroll
            deductions and withholdings, payable on the Company's regular
            payroll dates, for the greater of the remainder of the Term and
            twelve (12) months;

     (ii)   payment within 15 business days of the date of termination an amount
            equal to the product of (a) the bonus paid you for service during
            the calendar year immediately

                                      -3-

            preceding the date of termination and (b) the quotient derived from
            the division of the number of days elapsed in the calendar year
            during which the date of termination occurs by 365; and

     (iii)  reimbursement to you of your COBRA premiums for the greater of
            twelve months or the remainder of the Term; provided, however, that
            the Company's obligations under this subsection shall terminate when
            you become eligible for health insurance benefits at the expense of
            a new employer; provided, further, that if (i) you are entitled to
            reimbursement of your COBRA premiums for the remainder of the Term,
            and (ii) your right to COBRA coverage is exhausted prior to the end
            of the Term, the Company will reimburse you for the cost of securing
            individual health insurance coverage for the remainder of such Term,
            up to the dollar amount previously provided to you for reimbursement
            of your COBRA premiums.

For purposes of this Agreement, "Good Reason" shall mean, without your express
written consent, any of the following circumstances:

     (i)    a significant adverse alteration in the nature or status of your
            responsibilities or the conditions of your employment or if the
            Board of Directors fails to appoint you as Chief Technology 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 senior 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 the Current Location; or

     (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.

Any severance benefits provided to you by the Company will not be reduced in any
way by compensation or benefits received (or foregone) by you from sources other
than the Company.

At any time the Company may terminate this Agreement (i) for Cause, (ii) as a
result of your death or (iii) if you resign from the Company other than for Good
Reason, in which case (except as provided in the paragraph immediately
following) all compensation and unvested benefits will cease immediately,
subject to the Company's obligations under COBRA and other applicable laws,
rules and regulations, and subject to Company's officers insurance and indemnity
obligations to you hereunder.

For a period beginning on the six month anniversary of the date of this
agreement and ending five business days later, you shall have the right to
resign from the Company and terminate this agreement effective sixty days after
the date on which the Company receives the Termination Notice (as defined
below), in which case (a) the Company will pay you, within five business days of
the effective date of such termination, cash in the amount of $100,000 and (b)
all

                                      -4-

compensation and unvested benefits will cease immediately, subject to the
Company's obligations under COBRA and other applicable laws, rules and
regulations, and subject to Company's officers insurance and indemnity
obligations to you hereunder. This right shall only be exercised by delivery of
written notice to such effect to the Company (the "Termination Notice"), which
notice must be delivered by fax or hand and received by the Company within the
five business day period set forth above at the following address: First
Advantage Corporation, 1 First American Way, Santa Ana, California 92707, Fax:
714-800-3325, Attention: Kenneth D. DeGiorgio, General Counsel.

As used in this Agreement, "Cause" means (i) your willful and recurring failure
or refusal to perform specific directives of the President, the CEO, the COO or
the Board of Directors, when such directives are consistent with the scope and
nature of your duties and responsibilities as set forth in this Agreement; (ii)
your conviction of any crime involving fraud, misrepresentation, moral turpitude
or any felony; (iii) participation in a fraud or embezzlement against the
Company; or (iv) material breach of this Agreement if such breach continues
after timely written notice to you of such breach and your failure to cure same
within 30 business days after your receipt of such notice.

If you become Disabled during your employment with Company, the Company may, in
its discretion, terminate your employment. In addition to any disability
insurance benefits to which you may be entitled upon such disability, the
Company will continue to pay your base salary then in effect for a period of six
months, even if such six-month term extends beyond the portion of the Term which
remained on the date you were terminated for disability. For purposes of this
Agreement, "Disabled" means your inability due to mental or physical illness or
injury to perform your duties under this Agreement in your normal and regular
manner for four consecutive full calendar months or for 80 percent or more of
the normal working days during six consecutive full calendar months.

If after the expiration of the Term you remain employed by the Company or any of
its subsidiaries and the Company terminates your employment for any reason other
than your death, retirement or for Cause (as defined above), provided that you
first resign your position, if any, on the Board of Directors and you provide
the Company with a signed general release of all claims substantially in the
form set forth as Exhibit B, the Company shall (a) continue to pay you your base
salary, subject to standard payroll deductions and withholdings, payable on the
Company's regular payroll dates, for twelve (12) months and (b) pay you, within
15 business days of the date of termination, an amount equal to the product of
(i) the bonus paid you for service during the calendar year immediately
preceding the date of termination and (ii) the quotient derived from the
division of the number of days elapsed in the calendar year during which the
date of termination occurs by 365. If after the expiration of the Term you
remain employed by the Company or any of its subsidiaries and the Company
terminates your employment because you have become Disabled (as defined above),
in addition to any disability insurance benefits to which you may be entitled
upon such disability, the Company will continue to pay your base salary then in
effect for a period of six months. This paragraph shall survive the termination
of this Agreement, whether by expiration of the Term or otherwise.

To ensure rapid and economical resolution of any disputes that may arise under
this Agreement, you and the Company agree to first try to resolve the dispute
with the help of a mutually agreed

                                      -5-

upon mediator in Los Angeles, California. Any costs and fees, other than
attorneys' fees and costs associated with the mediation (which shall be paid by
the Company), shall be shared equally by you and the Company. If it proves
impossible to arrive at a mutually satisfactory solution through mediation, the
parties agree to submit the dispute to binding arbitration in Los Angeles,
California. The parties agree that the binding arbitration will be conducted
under the rules of the American Arbitration Association. Judgment upon the award
rendered by the Arbitrator may be entered in any court with jurisdiction to do
so. In the event that the prevailing party in arbitration seeks enforcement of
the arbitration award in a court of law, the prevailing party in that court
action will be entitled to be reimbursed for its costs and attorneys' fees.

During and after the Term and your employment, the Company will indemnify you
and hold you harmless from and against any and all costs, liability and
necessary expenses from any claim by any person with respect to, or in any way
related to, your employment with the Company, to the maximum extent permitted by
law. Notwithstanding this Agreement or any termination of your employment with
the Company pursuant to this Agreement or otherwise, you will be entitled to
coverage under the officers' liability coverage maintained by the Company, as in
effect or as may be subsequently replaced or modified, to the same extent as
other officers and directors of the Company.

This Agreement and the exhibits attached hereto, constitute the complete, final
and exclusive embodiment of the entire agreement between you and the Company
with respect to the terms and conditions of your employment; provided, however,
that nothing in this Agreement shall effect any stock options granted to you by
US SEARCH.com Inc. ("US SEARCH"); provided, further, that for the avoidance of
doubt any employment agreement between US SEARCH and you, including, without
limitation, that certain letter agreement, dated May 1, 2000, is hereby
terminated and of no further force and effect. This Agreement is entered into
without reliance upon any promise, warranty or representation, written or oral,
other than those expressly contained herein, and it supersedes any other such
promises, warranties, representations or agreements. This Agreement may not be
amended or modified except by a written instrument signed by you and a duly
authorized representative of the Company. If any provision of this Agreement is
determined to be invalid or unenforceable, in whole or in part, this
determination will not affect any other provision of the Agreement. All issues
and questions concerning the construction, validity, enforcement and
interpretation of this Agreement will be governed by, and construed in
accordance with, the laws of the State of California, without giving effect to
any choice of law or conflict of law rules or provisions that could cause the
application of the laws of any jurisdiction other than the State of California.

YOU AND THE COMPANY AGREE THAT THE FOREGOING ARBITRATION PROCEDURE SHALL BE THE
EXCLUSIVE MEANS OF RESOLVING ANY ARBITRABLE DISPUTE AND THAT NO OTHER ACTION
WILL BE BROUGHT BY EMPLOYEE IN ANY COURT OR OTHER FORUM. THIS AGREEMENT IS A
WAIVER OF ALL RIGHTS TO A CIVIL COURT ACTION AND APPEAL FOR AN ARBITRABLE
DISPUTE; ONLY THE ARBITRATOR, NOT A JUDGE OR JURY, WILL DECIDE SUCH DISPUTE.

As required by law, this offer of employment is subject to satisfactory proof of
your right to work in the United States.

                                      -6-

Please acknowledge and agree to the foregoing by countersigning below.

Very truly yours,

FIRST ADVANTAGE CORPORATION

By:      /s/ Kenneth D. DeGiorgio
   ---------------------------------
   Name:   Kenneth D. DeGiorgio
   Title:  Executive Vice President

ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST WRITTEN ABOVE:

        /s/ David C. Wachtel
   ---------------------------------
            David C. Wachtel

                                      -7-

                                                                    Exhibit 31.1

                             Chief Executive Officer

I, John Long, Chief Executive Officer of FIRST ADVANTAGE CORPORATION, certify
that:

1. I have reviewed this quarterly report on Form 10-Q of FIRST ADVANTAGE
CORPORATION;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  August 13, 2003                           /s/ JOHN LONG
                                              ----------------------------------
                                              John Long
                                              Chief Executive Officer

                                                                    Exhibit 31.2

                             Chief Financial Officer

I, John Lamson, Chief Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of FIRST ADVANTAGE
CORPORATION;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  August 13, 2003                         /s/ JOHN LAMSON
                                            ------------------------------------
                                            John Lamson
                                            Chief Financial Officer

                                                                    Exhibit 32.1

                    Certification of Chief Executive Officer

Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the Sarbanes-Oxley
Act of 2002, the undersigned officer of FIRST ADVANTAGE CORPORATION (the
"Company") hereby certifies, to such officer's knowledge, that:

(i) the accompanying Quarterly Report on Form 10-Q of the Company for the
quarterly period ended June 30, 2003 (the "Report") fully complies with the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities
Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated: August 13, 2003                                 /s/ JOHN LONG
                                                    ------------------
                                                    John Long
                                                    Chief Executive Officer

The foregoing certification is being furnished solely to accompany the Report
pursuant to 18 U.S.C. ss. 1350, and is not being filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and is not to be
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.

                                                                    Exhibit 32.2

                    Certification of Chief Financial Officer

Pursuant to 18 U.S.C. ss. 1350, as created by Section 906 of the Sarbanes-Oxley
Act of 2002, the undersigned officer of FIRST ADVANTAGE CORPORATION (the
"Company") hereby certifies, to such officer's knowledge, that:

(i) the accompanying Quarterly Report on Form 10-Q of the Company for the
quarterly period ended June 30, 2003 (the "Report") fully complies with the
requirements of Section 13(a) or Section 15(d), as applicable, of the Securities
Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.

Dated:  August 13, 2003                               /s/ JOHN LAMSON
                                                   ----------------
                                                   John Lamson
                                                   Chief Financial Officer

The foregoing certification is being furnished solely to accompany the Report
pursuant to 18 U.S.C. ss. 1350, and is not being filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and is not to be
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.

                                                                    Exhibit 99.1
                                 LOAN AGREEMENT

                                 --------------

     THIS AGREEMENT is made as of the 31st day of July, 2003, by and between
FIRST ADVANTAGE CORPORATION, doing business in Florida as FIRST ADVANTAGE
HOLDING, INC. (the "Borrower"), a Delaware corporation, and BANK OF AMERICA,
N.A. (the "Bank").

                                    Recitals

                                    --------

     The Borrower wishes to obtain credit from the Bank on the terms and
conditions set forth herein.

     NOW, THEREFORE, for good and valuable consideration, the parties agree as
follows:

                                    ARTICLE I

                              BORROWING AND PAYMENT

                              ---------------------

     1.01  Revolving Line of Credit.

           (a) The Bank hereby establishes in favor of the Borrower a revolving
     line of credit (the "Line of Credit"). The Borrower shall be entitled to
     borrow, repay and reborrow funds under the Line of Credit in accordance
     with the terms hereof so long as the total principal amount owed to the
     Bank under the Line of Credit does not exceed $15,000,000.00 (or such
     lesser amount as is set forth herein) during the Revolving Period. The
     Bank's obligation to make advances hereunder shall terminate at the
     expiration of the Revolving Period.

           (b) The Borrower's indebtedness under the Line of Credit shall be
     evidenced by a promissory note (as amended, extended or renewed from time
     to time, the "Note") of even date herewith executed by the Borrower in
     favor of the Bank in the original principal amount of $15,000,000.00. The
     Note shall bear interest at the rate set forth therein and shall be payable
     as set forth therein.

           (c) The Bank shall make each advance under the Line of Credit upon
     written or telephonic notice from the Borrower to the Bank requesting an
     advance. The notice shall specify the date for which the advance is
     requested (which must be a Business Day) and the amount of the advance. The
     Bank must receive the notice prior to 12:00 noon (Eastern time) on the
     Business Day of the advance. Alternatively, the Borrower may request
     advances by drawing checks on a deposit account that is linked to the
     credit facility hereunder in accordance with disbursement arrangements that
     are mutually satisfactory to the parties. The Bank will make each requested
     advance available to the Borrower not later than the close of business on
     the Business Day of the request by crediting the Borrower's account
     maintained with the Bank in the amount of the advance if as of such time:
     (i) the Bank's obligation to make advances hereunder has not terminated or
     expired; (ii) a Default or Event of Default has not occurred; and (iii) all
     conditions to the advance set forth herein or in any other Loan

     Documents have been satisfied. The Bank may rely upon any written or
     telephonic notice given by any person that the Bank in good faith believes
     is an authorized representative of the Borrower without the necessity of
     any independent investigation. If any telephonic notice conflicts with a
     written confirmation, the telephonic notice shall govern if the Bank has
     acted in reliance thereon.

           (d) For purposes hereof, the term "Revolving Period" shall mean a
     period commencing on the date hereof and terminating on July 31, 2005.

     1.02  Borrowing Limitations.

           (a) Notwithstanding any contrary provisions contained herein, the
     outstanding principal balance under the Note shall not at any time exceed
     the lesser of: (i) $15,000,000.00; or (ii) the Borrowing Base (as defined
     herein) then in effect.

           (b) For purposes hereof, the "Borrowing Base" shall mean 80% of the
     face amount of Eligible Receivables. For purposes hereof, "Eligible
     Receivables" shall mean all trade generated accounts receivable then
     outstanding for services and for goods, merchandise and other items of
     tangible Property (collectively, "Products") sold in the ordinary course of
     business by the Borrower or any Included Subsidiary. Eligible Receivables
     shall not in any event include any account receivable if or with respect to
     which: (aa) the account is outstanding: (i) 60 days or more after the due
     date; or (ii) 90 days past the invoice date; (bb) the account receivable is
     owed by a customer who is 60 days or more past the due date on 25% or more
     of its obligations owed to the Borrower or any Included Subsidiary (in
     which event all receivables owed by the customer to the Borrower or such
     Included Subsidiary shall be deemed ineligible); (cc) the obligor under the
     receivable is also a creditor or supplier of the Borrower or any Included
     Subsidiary or is otherwise subject to potential offset (in which case the
     amount of the receivable shall be reduced, for eligibility purposes, by the
     amount owed by the Borrower or such Included Subsidiary to such obligor);
     (dd) the customer and its Affiliates account for more than 20% of all of
     the accounts receivable of the Borrower or any Included Subsidiary then
     outstanding on an aggregate basis (in which case the amount in excess of
     the applicable percentage shall be deemed ineligible); (ee) the customer is
     located outside the continental United States unless the sale is on letter
     of credit, guaranty or other terms reasonably satisfactory in each case to
     the Bank; (ff) the customer is an officer, director, employee, shareholder
     or other Affiliate of the Borrower or any Included Subsidiary; (gg) the
     customer or account debtor is any United States federal governmental
     authority, department or agency; (hh) the account receivable represents
     interest or finance charges assessed to an account debtor; (ii) the account
     receivable is owed under or with respect to an invoice issued with cash or
     C.O.D. terms; (jj) an invoice has not been issued; (kk) delivery of the
     Products or performance of the services has not been completed; (ll) the
     invoice is conditional or restricts collection rights or assignments in any
     respect; (mm) the invoice permits payment: (i) more than 30 days after the
     invoice date (except, however, that the Bank may in its discretion permit
     extended terms sales to be included in Eligible Receivables in such amount
     as the Bank in its discretion may from time to time approve); (ii)

                                        2

     in any currency other than United States Dollars; or (iii) at any location
     outside the United States; (nn) the obligation to pay is evidenced by
     chattel paper or any note or other instrument (unless duly endorsed and
     delivered to the Bank); (oo) the Products or services have been rejected,
     returned or disputed in any way, whether in whole or in part, in which
     event the receivable shall be ineligible to the extent of such rejection,
     return or dispute; (pp) the customer has attempted to renegotiate the
     invoiced price or asserted any right of reduction, set-off, recoupment,
     counterclaim or defense (to the extent of the amount of such attempted
     renegotiation or asserted right of reduction, set-off, recoupment,
     counterclaim or defense); (qq) the Bank does not have a perfected first
     priority security interest in the receivable; (rr) the invoice or
     corresponding account receivable is the subject of any financing statement,
     Lien or other encumbrance other than in favor of the Bank that are
     subordinate to the Bank's Lines and other than Permitted Liens; or (ss) the
     customer has commenced any bankruptcy or insolvency proceeding or the Bank
     otherwise reasonably determines that the customer is not paying such
     customers bills as they become due.

           (c) The Bank has the right to deem any receivable as ineligible for
     lending purposes if such receivable is not adequately documented by the
     books and records of the Borrower or the Included Subsidiary, as
     applicable. If at any time the outstanding principal balance under the Note
     exceeds the Borrowing Base then in effect, the Borrower shall, not later
     than the next Business Day, repay the Line of Credit in the amount of such
     excess. The Borrower authorizes the Bank to charge any deposit account of
     the Borrower (other than accounts maintained by the Borrower with the Bank
     solely for payroll purposes and identified to the Bank as such) with the
     Bank for the amount of any such excess, provided that such charge to the
     account does not result in a negative balance in such account. The Borrower
     shall not be entitled to obtain any advance under the Revolving Note or
     other credit hereunder if the advance or credit would result in a violation
     of the lending limits set forth herein. The Borrower shall deliver a
     borrowing base certificate to the Bank demonstrating compliance with the
     lending limits set forth herein (together with attachments with supporting
     documentation including inventory schedules and accounts receivable
     agings): (i) on a monthly basis (not later than 15 Business Days after the
     end of each calendar month); and (ii) at such other times as the Bank in
     its discretion may request.

           (d) The Borrower acknowledges that the Borrowing Base may be
     monitored by the Bank or the Bank's asset based lending group (the "ABL
     Group"). The Borrower shall: (i) fully cooperate with the Bank and the ABL
     Group in connection with any exam, audit or review of the receivables or
     inventory of the Borrower and the Included Subsidiairies, provided,
     however, that the Bank agrees to use its reasonable efforts to minimize
     disruption of the business of the Borrower and its Subsidiaries during any
     such exam, audit or review; (ii) instruct and permit the Bank and the ABL
     Group to have such access to the books, records and premises of the
     Borrower and the Included Subsidiaries as the Bank or the ABL Group may
     reasonably require in connection with any such exam, audit or review; and
     (iii) provided that the Bank, in its sole but reasonable discretion, based
     upon the Bank's review of the Borrower's inventory and aging schedules or
     the Bank's field exams, the Bank reasonably believes that the Borrower has
     not provided materially accurate and materially

                                        3

     complete information with respect to any customers or vendors, instruct and
     permit such customers and vendors to provide such information to the Bank
     and the ABL Group as the Bank or the ABL Group may require in connection
     with any such exam, audit or review (and the Borrower hereby consents to
     any inquiries that the Bank or the ABL Group may make of such customers and
     vendors in connection with any such exam, audit or inquiry). The Borrower
     acknowledges that, unless as Event of Default has occurred and is
     continuing, the ABL Group intends to conduct field exams on an annual basis
     to ensure compliance with the Borrowing Base requirements, provided that
     the ABL Group may, in its discretion, adjust the frequency of such
     examinations, provided, however, that unless an Event of Default shall have
     occurred and be continuing, such examinations shall not be conducted more
     frequently than on quarterly basis. The Borrower shall pay such reasonable
     and documented fees as the Bank may from time to time assess for
     examinations conducted by the ABL Group.

     1.03 Loan Documents. The Obligations (the "Obligations") now or hereafter
evidenced by the Note shall: (a) be secured by a first priority lien pursuant to
the security agreement (as amended or restated from time to time, the "Borrower
Security Agreement") of even date herewith executed by the Borrower in favor of
the Bank covering the Borrower's accounts receivable and other assets described
therein; and (b) be secured by a first priority lien pursuant to such security
agreements (collectively, as amended or restated from time to time, the
"Subsidiary Security Agreements"), executed by each domestic Subsidiary in favor
of the Bank covering the assets described therein. The Borrower and each
Subsidiary shall execute and deliver such financing statements and other
documents as the Bank may reasonably request to perfect and continue perfection
of the Bank's liens.

     1.04  Facility Fees.

           (a) The Borrower shall pay the Bank a non-refundable closing fee of
     $37,500.00 on the date hereof.

           (b) The Borrower shall pay the Bank a fee equal to the 0.25% per
     annum (calculated on the basis of a 365/366 day year) of the daily average
     unused: (i) from the date hereof through January 31, 2004, the unused
     amount of the Borrowing Base(as defined herein); and (ii) from and after
     January 31, 2004, the unused amount of the Line of Credit. For purposes of
     this subparagraph, the unused amount of the Line of Credit shall be
     calculated without giving effect to any borrowing base limitations. The
     Borrower shall pay the fee: (i) quarterly in arrears within 15 days after
     each fiscal quarter end (commencing on October 15, 2003), the amount of
     such fee to be on a pro rata basis for each such calendar quarter; and (ii)
     on the termination or expiration of the Line of Credit for the pro rate
     portion of such fee for the quarter in which the Line of Credit terminates
     or expires.

     1.05  Interpretation.

           (a) Certain terms used herein shall have the meanings ascribed
     thereto in Appendix I attached hereto.

                                        4

           (b) The definitions set forth in Appendix I attached hereto are
     equally applicable to both the singular and plural forms of the terms
     defined. The words "hereof", "herein" and "hereunder" when used in this
     Agreement shall refer to this Agreement as a whole and not to any
     particular provision of this Agreement. Where the character or amount of
     any asset or liability or item of income or expense is required to be
     determined or any consolidation or other accounting computation is required
     to be made for the purposes of this Agreement, it shall be done in
     accordance with GAAP except where such principles are inconsistent with the
     specific provisions of this Agreement.

           (c) The Borrower shall cause its Subsidiaries to comply with all
     covenants and agreements imposed upon the Subsidiaries herein. Each
     provision set forth herein obligating (or purportedly obligating) any
     Subsidiary to take, or refrain from taking, any action shall obligate the
     Borrower to cause such Subsidiary to take, or refrain from taking, such
     action.

                                   ARTICLE II

                                   CONDITIONS

                                   ----------

     2.01  Conditions to Initial Advance. The obligation of the Bank to make an
initial extension of credit hereunder is subject, without limitation, to
satisfaction of the following conditions precedent:

           (a) The Bank shall have received on or before the date hereof and the
     date of such extension of credit in form reasonably satisfactory to it: (i)
     the duly executed Loan Documents; (ii) such evidence of corporate
     authorization from the Borrower and each Subsidiary as the Bank may
     reasonably require; (iii) good standing certificates indicating that the
     Borrower and each Subsidiary are in good standing in their respective
     states of incorporation and in any other states where they are required to
     qualify to do business (except where the failure to be so qualified would
     not have a Material Adverse Effect); and (iv) certified articles of
     incorporation, bylaws or other applicable organizational documents of the
     Borrower and each Subsidiary.

           (b) The Bank shall have received on or before the date hereof from
     attorneys for the Borrower reasonably acceptable to the Bank, an opinion
     addressed to the Bank in form attached hereto as Appendix 1.

           (c) The Borrower shall have provided evidence satisfactory to the
     Bank that the Borrower's balance sheet as of the date of the initial
     extension of credit hereunder will not differ in any material adverse
     respect from the pro forma balance sheet dated March 31, 2003, provided by
     the Borrower to the Bank.

     2.02 Conditions to Advances. The obligation of the Bank to make any
advances hereunder or under the Note is subject, without limitation, to
satisfaction of the following additional conditions precedent:

                                        5

           (a) The representations and warranties of the Borrower and each
     Subsidiary set forth in this Agreement and in the Loan Documents shall be
     true and correct in all material respects on and as of the date of each
     such advance or extension of credit.

           (b) On the date of each such advance or extension of credit, the
     Borrower shall be in compliance with all the material terms and provisions
     set forth in this Agreement on its part to be observed or performed, and no
     Default or Event of Default shall be continuing hereunder.

     2.03 Other Documents. The Bank shall have received on or before the date
hereof or the date of any advance or credit extension hereunder such other
documents or items as the Bank may reasonably request.

                                   ARTICLE III

                              AFFIRMATIVE COVENANTS

                              ---------------------

     3.01  Financial Statements. The Borrower will deliver to the Bank the
following:

           (a) Within forty-five (45) days after the end of each quarter of the
     Borrower's fiscal year (other than the last quarter of each fiscal year), a
     balance sheet, income statement and statement of cash flows for the
     Borrower and its Subsidiaries on a consolidated and consolidating basis
     (except for statements of cash flows which will be on a consolidated basis
     only) as of the end of and for such period in reasonable detail certified
     by the chief financial officer or other senior financial officer of the
     Borrower.

           (b) Within one hundred twenty (120) days after the end of each fiscal
     year of the Borrower, a balance sheet, income statement and statement of
     cash flows for the Borrower and its Subsidiaries on a consolidated and
     consolidating basis (except for statement of cash flows which shall be on a
     consolidated basis only) as of the end of and for such period in reasonable
     detail and such consolidated balance sheet, income statement and statement
     of cash flows for the Borrower and its Subsidiaries shall be audited and
     certified.

           (c) Within fifteen (15) business days after the end of each month, an
     accounts receivable aging schedules for the Borrower and each Subsidiary as
     of the end of such month certified as to accuracy to the Bank by the chief
     financial officer or other senior financial officer of the Borrower.

           (d) Promptly upon receipt thereof, copies of all management letters
     submitted to the Borrower by independent certified public accountants in
     connection with each annual or interim audit of the books of the Borrower
     by such accountants.

           (e) With each delivery required under subparagraphs (a) and (b)
     above, a compliance certificate, in form acceptable to the Bank, executed
     by the chief financial officer

                                        6

     or other senior financial officer of the Borrower demonstrating compliance
     with the financial covenants set forth in the Loan Documents.

           (f) Not later than three Business Days after the Borrower becomes
     aware of the occurrence of any Default or Event of Default, a notice
     thereof, specifying the nature thereof.

           (g) Not later than three Business Days of becoming available, a copy
     of all: (i) reports, registration statements and other materials publicly
     filed by the Borrower or any subsidiary with the Securities and Exchange
     Commission; (ii) offering circulars made in connection with any
     distribution or sale of the Borrower's securities in connection with any
     capital raising activity; and (iii) notices, proxy statements and other
     materials mailed or distributed to the Borrower's shareholders.

           (h) Such other material information as the Bank may from time to time
     reasonably request.

     3.02 Financial Information. All financial information submitted by the
Borrower or any Subsidiary hereunder shall be prepared in accordance with GAAP
as in effect from time to time. The Borrower and its Included Subsidiaries will
maintain books of account in accordance with GAAP.

     3.03 Taxes and Other Charges. The Borrower and its Subsidiaries, as
applicable, will pay and discharge or cause to be paid and discharged all taxes,
charges, liabilities or claims of any type at any time assessed against or
incurred by the Borrower or any Subsidiary, or that could become a lien against
the Borrower or such Subsidiary or any of their properties if not paid when due.
Nothing in this subsection shall require the payment of any such sum if the
Borrower or such Subsidiary, as applicable, by appropriate proceedings contests
the same in good faith and so long as the Borrower or such Subsidiary, as the
case may be, maintains adequate reserves therefor.

     3.04 Insurance. The Borrower and its Subsidiaries will maintain adequate
insurance with responsible insurers with coverage normally obtained by
businesses similar to that of the Borrower or its Subsidiaries, but covering at
least: (i) damage to physical property from fire and other hazards for the full
insurable value of such property; (ii) liability on account of injury to
persons; and (iii) insurance against theft, forgery or embezzlement or other
illegal acts of officers or employees in reasonable amounts. The Borrower and
its Subsidiaries shall in all events maintain insurance on Collateral to the
extent required by the Collateral Documents. If requested by the Bank, the
Borrower will provide the Bank, within ninety (90) days after the end of each
fiscal year, a certificate of the Borrower specifying the types and amounts of
insurance in force and the insurers of each risk covered by such insurance.

     3.05 Maintenance of Corporate Existence. Except as otherwise permitted
herein, the Borrower and its Subsidiaries will do or cause to be done all things
necessary to preserve and keep in full force and effect their existence,
material franchises, material rights and material privileges as corporations
under the laws of their states of incorporation and any other jurisdiction where
the conduct of their business or the ownership of their properties would require
them to be qualified to

                                        7

do business (except where the failure to be so qualified would not have a
Material Adverse Effect). Notwithstanding the foregoing: (i) Subsidiaries that
are not Included Subsidiaries may merge into other wholly owned Subsidiaries of
the Borrower that are not Included Subsidiaries; (ii) Included Subsidiaries may
merge into the Borrower or into other Included Subsidiaries provided that notice
is provided to the Bank of such merger; and (iii) a Subsidiary may merge into an
Included Subsidiary or the Borrower provided that such Included Subsidiary or
the Borrower, as the case may be is the surviving entity, provided that the Bank
is provided notice of such merger, and such merger does not result in a Default
or Event of Default hereunder.

     3.06 Use of Proceeds. The funds borrowed under the Note shall be used for
working capital purposes, for Permitted Acquisitions and for such other purposes
as the Bank may approve from time to time.

     3.07 Notice of Litigation. Not later than five (5) Business Days after the
commencement thereof, the Borrower shall furnish the Bank notice of all material
actions, suits and proceedings before any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign,
affecting the Borrower or any Subsidiary with respect to which an adverse
determination against the Borrower or such Subsidiary could have a Material
Adverse Effect.

     3.08 Maintenance of Properties. The Borrower and each Subsidiary shall
maintain, preserve and keep its property, plant and equipment in good repair,
working order and condition (ordinary wear and tear excepted) and shall from
time to time make all needful and proper repairs, renewals, replacements,
additions and betterments thereto so that at all times the efficiency thereof
shall be fully preserved and maintained.

     3.09 ERISA. The Borrower and each Subsidiary shall promptly pay and
discharge all obligations and liabilities arising under ERISA of a character
that if unpaid or unperformed could reasonably be expected to result in the
imposition of a Lien against any of its Property. The Borrower and each
Subsidiary shall notify the Bank within five Business Days of: (a) the
occurrence of any reportable event (as defined in ERISA) with respect to a Plan;
(b) receipt of any notice from the PBGC of its intention to seek termination of
any Plan or appointment of a trustee therefor; (c) its intention to terminate or
withdraw from any Plan; and (d) the occurrence of any event with respect to any
Plan that would result in the incurrence by the Borrower or any Subsidiary of
any material liability, fine or penalty, or any material increase in the
contingent liability of the Borrower or any Subsidiary with respect to any Plan
or any post-retirement Welfare Plan benefit.

     3.10 Other Events. The Borrower shall promptly notify the Bank of any
material default under or violation of any material agreement, law or regulation
to which the Borrower or any Subsidiary is a party or by which it is bound, if
such default or violation could result in a Material Adverse Effect. The
Borrower and its Subsidiaries shall promptly perform all of their material
obligations under any material agreements to which any of them is a party, and
each of them shall use its best efforts to ensure compliance by other parties in
all material respects with such agreements.

                                        8

     3.11 Compliance with Laws. The Borrower and its Subsidiaries shall comply
in all material respects at all times with all statutes, regulations, orders and
judgments to which they, or any of them, are subject, the non-compliance with
which could result in a Material Adverse Effect.

     3.12 Access. The Bank (by any of its officers, employees or agents) shall
have the right, exercisable as frequently as the Bank reasonably determines to
be appropriate, to inspect and make extracts from all of the records, files and
books of account of the Borrower or its Subsidiaries, provided that, in
exercising its rights under this Section, the Bank shall use reasonable efforts
to minimize the disruption to the business of the Borrower and its Subsidiaries.
All reasonable and documented costs, fees and expenses incurred by the Bank, or
for which the Bank has become obligated, in connection with any such inspection
or verification shall be payable by the Borrower to the Bank.

     3.13 Deposits. The Borrower shall maintain substantially all of its deposit
accounts with the Bank.

     3.14 Further Assurances. If at any time counsel for the Bank is of the
reasonable opinion that any portion of the Obligations is not secured by a first
priority Lien on the Collateral, subject only to Permitted Liens and to any
other exceptions described herein or in the Collateral Documents, and has so
advised the Bank in writing, then the Borrower and the Subsidiaries shall, after
written notice of such opinion from the Bank, do all things and matters
necessary to assure to the reasonable satisfaction of counsel for the Bank that
the Obligations are secured or will be secured as contemplated by this Agreement
and the Collateral Documents.

                                   ARTICLE IV

                               NEGATIVE COVENANTS

                               ------------------

     4.01 Liens. Neither the Borrower nor any Subsidiary will create, incur,
assume or suffer to exist any Lien of any nature whatsoever on any of the assets
of the Borrower or any Subsidiary now or hereafter owned, or enter into or
suffer to exist any conditional sales contracts or other title retention
agreements except for Permitted Liens. For purposes hereof, "Permitted Liens"
shall mean:

           (a) Liens in favor of the Bank;

           (b) Liens on equipment to secure indebtedness permitted hereunder to
     finance the acquisition thereof;

           (d) the Lien of ad valorem and other taxes and assessments not yet
     due and payable;

           (e) Liens (other than Liens under ERISA) arising out of pledges,
     deposits, or other amounts owed under worker's compensation laws,
     unemployment insurance, old age pensions or other social security or
     retirement benefits, or similar legislation, or to secure

                                        9

     payment of premiums for insurance purchased in the usual course of
     operations or in connection with self-insurance or to secure the
     performance of bids, tenders or trade contracts incurred in the ordinary
     course of operations and not in connection with the borrowing of money;

           (f) deposits for indemnity bonds and other bonds required in the
     ordinary course of the Borrower's or any Subsidiary's business, and not in
     connection with borrowed money;

           (g) inchoate materialmen's, suppliers', operators', mechanics',
     workmen's, repairmen's, employees', carriers', warehousemen's or attorneys'
     Liens or other like statutory Liens arising in the ordinary course of
     business and securing obligations (i) that are not delinquent or (ii) the
     amounts or validity of which are being contested in good faith as to which
     the Borrower has established appropriate funded reserves to the extent
     required by GAAP;

           (h) deposits made by the Borrower or any Subsidiary in the ordinary
     course of business;

           (i) Liens of financial institutions arising in the ordinary process
     of collection of instruments;

           (j) statutory landlord's Liens, and contractual landlord's Liens
     created prior to this date (or in the case of any Subsidiary acquired
     pursuant to a Permitted Acquisition, prior to the date of such acquisition)
     provided that amounts secured thereby are not past due by more than 30
     days.

           (k) Liens filed by owners of leased equipment whose lien shall be
     limited to such leased equipment and no other assets of the Borrower;

           (l) Liens in existence at the time any Subsidiary is acquired; and

           (m) Pledge of stock in acquired companies to the seller of such
     Company.

     4.02  Obligations.

           (a) Neither the Borrower nor any Subsidiary is or will become
     directly or indirectly obligated in any way for any Debt or other
     obligations for borrowed money except for Permitted Obligations without the
     prior written consent of the Bank. For purposes hereof, "Permitted
     Obligations" shall mean:

                (i) any and all obligations now or hereafter owed by the
           Borrower or any Subsidiary to the Bank;

                (ii) customer deposits in the ordinary course of business;

                                       10

                (iii) obligations listed on Exhibit "A" hereto;

                (iv) obligations under Letters of Credit necessary to support
           the Borrower's worker's compensation, employment insurance, and
           social security obligations;

                (v) indebtedness subordinated to the Bank's rights pursuant to
           subordination agreements reasonably satisfactory to the Bank;

                (vi) inter-company indebtedness;

                (vii) leases of real property;

                (viii) debt of acquired companies or incurred in connection with
           acquiring such companies not to exceed an aggregate total
           indebtedness of $3,000,000 for each such acquired company; and

                (ix) operating leases and equipment leases.

           (b) Notwithstanding the foregoing subparagraph (a), the Borrower and
     its Subsidiaries shall be entitled to enter into and maintain Capital
     Leases and purchase money indebtedness, in addition to existing amounts
     permitted under the foregoing subparagraph (a), for so long as the
     aggregate rentals and other amounts payable by the Borrower or such
     Subsidiaries, on an aggregate outstanding basis, under all such obligations
     will not exceed twenty-five percent (25.0%) of the face amount of the Line
     of Credit or such greater amount as the Bank may approve in writing.

           (c) Neither the Borrower nor the Subsidiaries shall: (i) purchase any
     Debt or other obligations for borrowed money (other than Debt or other
     obligations which are Permitted Obligations) or guarantee any obligations
     of any other Person (except that each of the Borrower and the Subsidiaries
     shall be entitled to guaranty any Permitted Obligations, together with
     other obligations permitted in subparagraph (b) above, of the Borrower or
     any other Subsidiary); (ii) enter into any credit support, financial
     maintenance, credit enhancement or similar arrangement in favor of any
     Person; (iii) enter into any other transaction that is intended to assure
     performance of the obligations of any other Person; or (iv) subordinate any
     claim or demand that it may have to any claim or demand of any other Person
     (other than the Bank).

           (d) The Borrower shall not enter into any agreement, other than the
     Loan Documents, prohibiting the creation or assumption of any Lien upon its
     Property.

           (e) Neither the Borrower nor any Subsidiary will enter into any Hedge
     Agreement without the Bank's prior written consent. For purposes hereof,
     the term "Hedge Agreement"

                                       11

     means each agreement between the Borrower or any Subsidiary and any other
     party that provides for an interest rate or commodity swap, cap, floor,
     collar, forward foreign exchange transaction, currency swap, cross-currency
     rate swap, currency option, or any combination of, or option with respect
     to, these or similar transactions, for the purpose of hedging the
     Borrower's or any Subsidiary's exposure to fluctuations in interest rates,
     currency valuations or commodity prices.

     4.03 Merger; Consolidation; Sale of Substantial Assets. Neither the
Borrower nor any Subsidiary will, except as permitted by Section 3.05 hereof,
without the Bank's prior written consent, which will not be withheld
unreasonably: (a) merge into, consolidate with, or sell or transfer all or a
substantial part of its assets to, any other Person (except for mergers,
consolidations with, or sales or transfers from Subsidiaries that are not
Included Subsidiaries with any other Subsidiary that is not an Included
Subsidiary; (b) sell or transfer any stock or equity interest in any Included
Subsidiary to any other Person (except for transfers to the Borrower or any
other wholly owned Included Subsidiary); (c) take any action that would reduce
the ownership or voting interest of the Borrower and its Subsidiaries in any
Subsidiary; or (d) pledge or encumber any stock of any Subsidiary (except for
pledges in favor of the Bank).

     4.04  Loans, Investments and Acquisitions.

           (a) Neither the Borrower nor any Subsidiary will purchase any stock,
     securities or evidence of indebtedness, or make or permit to exist any
     loans or advances to, or make any investment or acquire any interest in,
     any other Person (except, however, that the Borrower shall be entitled to
     make Permitted Acquisitions in accordance with the terms hereof). Neither
     the Borrower nor any Subsidiary shall, without the Bank's prior written
     consent, enter into partnership or joint venture agreements with any other
     Person. Notwithstanding the foregoing: (i) the Borrower shall be entitled
     to extend credit and make advances to majority owned Subsidiaries; (ii) the
     Borrower may extend credit and make advances in the ordinary course of
     business, in addition to credit and advances permitted under the foregoing
     subparagraph; and (iii) the Borrower and its Subsidiaries may invest in
     Eligible Securities. For purposes hereof, "Eligible Securities" shall mean:
     (i) direct obligations of the United States of America or any agency or
     instrumentality thereof whose obligations constitute the full faith and
     credit of the United States of America so long as all such obligations
     mature within one year of the date of issuance thereof; (ii) commercial
     paper rated P-1 or better by Moody's and maturing within one year of the
     date of issuance thereof; (iii) certificates of deposit issued by the Bank;
     and (iv) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in the foregoing clause (i)
     entered into with a United States commercial bank having capital and
     surplus of not less than $100,000,000. Notwithstanding anything to the
     contrary in this Section 4.04(a), the limitations of this Section 4.04(a)
     shall not be applicable in connection with the Borrower's formation and
     funding of a newly created Subsidiary for the purposes of consummating a
     Permitted Acquisition in accordance with the terms of this Agreement.

                                       12

           (b) The Borrower shall be entitled to acquire businesses through
     stock acquisitions, asset purchases or mergers upon satisfaction of the
     following conditions:

                (i) Each such acquisition shall be made on arms length terms.
           The Borrower, after consummation of the acquisition, own and control
           a majority of the outstanding equity and voting rights in any Person
           acquired by the Borrower or any such Subsidiary in connection with
           the acquisition.

                (ii) The Person acquired, or the business acquired, must be in
           the same or a related line of business as the Borrower and its
           Subsidiaries.

                (iii) The Borrower shall have given the Bank notice of such
           acquisition within three (3) business days from the date of public
           notice of such acquisition. Such notice may include a copy of the
           press release, but shall, at a minimum, include the name of the
           business to be acquired and the date of the press release.

                (iv) The acquisition will not result in a Default or an Event of
           Default hereunder. In addition, the acquisition will not result in a
           default under the financial and other covenants hereunder: (aa) at
           the time such acquisition is consummated after giving effect to such
           acquisition; and (bb) on a projected basis based upon reasonable
           projections after giving effect to such acquisition. In addition, the
           acquisition will not result in a default or event of default under
           any collateral Document to which any Subsidiary is a party.

                (v) Such acquired party shall execute a security agreement in
           form similar to the Subsidiary Security Agreement, if applicable.

           (c) Neither the Borrower nor any Subsidiary shall form or create any
     new Subsidiary on or after the date hereof except for the sole purpose of
     consummating a Permitted Acquisition in accordance with the terms of this
     Agreement.

     4.05 Nature of Business. Neither the Borrower nor any Subsidiary will
engage in any business if, as a result, the general nature of the business in
which it would then be engaged would be substantially changed from the general
nature of the business engaged in by it on the date of this Agreement.

     4.06 Sale or Pledge of Property. Neither the Borrower nor any Subsidiary
will sell, lease or otherwise dispose of or transfer any of its interests in any
accounts receivable.

     4.07 Pension Plan Funding Deficiency. Neither the Borrower nor any
Subsidiary shall incur or suffer to exist any material accumulated funding
deficiency within the meaning of the ERISA or incur any material liability to
the PBGC (or any successor) established thereunder in connection with any Plan.

                                       13

     4.08 Transactions with Affiliates. Except as set forth on Exhibit "B"
hereto, the Borrower and its Subsidiaries shall not directly or indirectly enter
into any transaction with any Affiliate other than in the ordinary course and
pursuant to the reasonable business requirements of the Borrower or such
Subsidiaries. Any such transaction shall be upon fair and reasonable terms and
provisions no less favorable to the Borrower or any such Subsidiary than it
could have obtained in a comparable arm's-length transaction with a Person who
is not an Affiliate of the Borrower or such Subsidiary.

     4.09 Sale and Leaseback. Neither the Borrower nor any Subsidiary will enter
into any arrangement with any Person providing for the leasing by the Borrower
or any Subsidiary of Property that has been sold or is to be sold or transferred
by the Borrower or any of the Subsidiaries to such Person.

     4.10 Fiscal Year. Neither the Borrower nor any Subsidiary shall change its
fiscal year from the fiscal year currently used by such entity.

     4.11 Financial Covenants. The Borrower and its Subsidiaries shall comply at
all times with the following financial covenants. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP in effect
from time to time. All financial covenants set forth herein shall be calculated
on a consolidated basis for the Borrower and its Included Subsidiaries.

           (a) The Borrower shall maintain on a consolidated basis a ratio (the
     "Funded Debt Ratio") of Funded Debt to EBITDA not exceeding 2.5:1.0.
     "Funded Debt" means all outstanding liabilities for borrowed money and
     other interest-bearing liabilities, of the Borrower and its Subsidiaires,
     on a combined basis, including current and long-term debt, less the
     non-current portion of Subordinated Liabilities (as defined herein). For
     the purposes hereof, "EBITDA" means, with reference to any period, net
     income for the Borrower and the Subsidiaries, on a combined basis, for the
     period plus, less income or plus losses from discontinued operations and
     less extraordinary items of the Borrower and the Subsidiaries, on a
     combined basis, plus all of the following of the Borrower and the
     Subsidiaires, on a combined basis: (a) income taxes, (b) interest expense,
     (c) depreciation, (d) depletion, (e) amortization and (f) other non-cash
     charges. This ratio will be calculated at the end of each reporting period
     for which the Bank requires financial statements from Borrower, commencing
     with the financial reports due for the quarter ending September 30, 2003,
     using the results of the twelve-month period ending with that reporting
     period (or such shorter period if the Borrower has not been in existence
     for twelve months as of the date of such calculation). The Borrower's
     Funded Debt shall be prorated from the date hereof through December 31,
     2003.

           (b) The Borrower shall maintain, on a consolidated basis, a Debt
     Service Coverage Ratio of at least 1.5 to 1. "Debt Service Coverage Ratio"
     means the ratio of Cash Flow of the Borrower and its Subsidiaries, on a
     combined basis, to the sum of the following for the Borrower and the
     Subsidiaires, on a combined basis: (i) the current portion of long term
     debt; (ii) the current portion of capitalized lease obligations; and (iii)
     interest expense on all obligations. "Cash Flow" is defined as (a) net
     income after income tax of the Borrower

                                       14

     and its Subsidiaries, on a combined basis, (b) less income or plus loss
     from discontinued operations and extraordinary items of the Borrower and
     its Subsidiaries on a combined basis (including, without limitation, any
     distributions or advances to First American Corporation), (c) plus
     depreciation, depletion, amortization and other non-cash charges of the
     Borrower and its Subsidiaries, on a combined basis, (d) plus interest
     expense on all obligations of the Borrower and its Subsidiaries, on a
     combined basis, and (e) minus dividends, withdrawals, and other
     distributions by the Borrower and its Subsidiaries, on a combined basis.
     This ratio will be calculated at the end of each reporting period for which
     Lender requires financial statements from Borrower, using the results of
     the twelve-month period ending with that reporting period. The current
     portion of long-term liabilities will be measured as of the date 12 months
     (or such shorter period if the Borrower has not been in existence for
     twelve months as of the date of such calculation) prior to the date of the
     current financial statement.

                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

                         ------------------------------

     The Borrower represents and warrants, and so long as this Agreement is in
effect or any part of the Obligations remains unpaid, shall continue to
represent and warrant at all times, that:

     5.01 The Borrower and Subsidiaries. The Borrower and the Subsidiaries are
duly organized or incorporated and validly existing under and by virtue of their
respective states of existence. Each is duly licensed and qualified in all other
states and jurisdictions wherein the nature of the business transacted by it or
the ownership of its properties makes such licensing or qualification as a
foreign corporation necessary, if any, except where the failure to be so
qualified would not have a Material Adverse Effect. Each of the Borrower and its
Subsidiaries: (a) holds in full force and effect all material permits, licenses
and franchises necessary for it to carry out its operations in conformity with
all applicable laws and regulations; and (b) has full and adequate power to own
its Property and conduct its business as now conducted.

     5.02 Authorization, Conflicts and Validity. The execution and delivery of
this Agreement and each of the other Loan Documents to which the Borrower is or
will be a party and the performance by the Borrower of all of its obligations
thereunder: (a) have been duly authorized by all requisite corporate action; (b)
will not violate or be in conflict with (i) any material provision of applicable
law (including, without limitation, any applicable usury or similar law); (ii)
any material order, rule or regulation of any court or other governmental
authority; (iii) any material provision of its certificate of incorporation or
bylaws, including any amendments thereto, or any resolution with continuing
effect adopted by its Board of Directors or shareholders; or (iv) any material
provision of any shareholders' agreement or trust respecting securities of its
issue or related rights; (c) will not violate, be in conflict with, result in a
breach of or constitute a default (with or without the giving of notice or the
passage of time or both) under any material instrument, indenture, agreement or
other obligation to which it is a party or by which it or any of its assets and
properties is or may be bound or subject; and (d) except as specifically
contemplated by this Agreement or any other Loan Documents, will not result in
the creation or imposition of any Lien, charge or encumbrance of any

                                       15

nature upon any of its assets and properties. The Loan Documents to which the
Borrower is or will be a party when executed and delivered will be legal, valid
and binding obligations of the Borrower, enforceable in accordance with their
respective terms and provisions.

     5.03 Consents. No consent, approval or authorization of, or registration,
declaration or filing with, any governmental authority or other person
(including, without limitation, the shareholders of the Borrower) is required as
a condition precedent, concurrent or subsequent to or in connection with the due
and valid execution, delivery and performance by the Borrower of this Agreement
or any other Loan Document to which it is or will be a party, or the legality,
validity, binding effect or enforceability of any of the respective
representations, warranties, covenants and other terms and provisions thereof,
which has not been obtained prior to the date hereof. Each franchise, license,
certificate, authorization, approval or consent from any governmental authority
material to the present conduct of the business and operations of the Borrower
or its Subsidiaries, or required for the acquisition, ownership, improvement,
operation or maintenance by it of any material portion of the assets and
properties it now owns, operates or maintains, has been obtained and validly
granted, is in full force and effect and constitutes valid and sufficient
authorization therefor.

     5.04 Legal or Administrative Proceedings. There are no material actions,
suits, investigations or proceedings by any Person pending or to the best
knowledge of the Borrower threatened against the Borrower or any Subsidiary or
to which they are a party involving the possibility of any judgment or liability
not fully covered by insurance or by adequate reserves set up on the books of
the Borrower or the Subsidiaries.

     5.05 Trademarks, Franchises and Licenses. The Borrower and its Subsidiaries
own, possess or have the right to use all necessary patents, licenses, software,
franchises, trademarks, trade names, trade styles, copyrights, trade secrets,
know how and confidential commercial and proprietary information to conduct
their businesses as now conducted, without known conflict with any patent,
license, franchise, trademark, trade name, trade style, copyright or other
proprietary right of any other Person.

     5.06 Corporate Restrictions. Neither the Borrower nor any Subsidiary is a
party to any contract or subject to any charter or other corporate restriction
that would materially and adversely affect its property or business, or its
ability to perform its obligations under the Loan Documents.

     5.07 Taxes. The Borrower and the Subsidiaries have filed all federal and
state tax returns that are required to be filed, and have paid all taxes as
shown on the returns and on all assessments received by them to the extent that
the taxes have become due. Proper and accurate amounts have been withheld by the
Borrower and its Subsidiaries from their respective employees for all periods in
full and complete compliance with the tax, social security and unemployment
withholding provisions of applicable federal, state, local and foreign law and
such withholdings have been timely paid to the respective governmental agencies.

     5.08 Default. There exists as of the date hereof no Default or Event of
Default.

                                       16

     5.09  Other Representations. All warranties and representations of the
Borrower or any of the Subsidiaries contained in any of the Loan Documents are
true and accurate in all material respects.

     5.10 Subsidiaries. As of the date hereof, the Borrower owns no Subsidiaries
other than those Subsidiaries listed on Exhibit "C" attached hereto. Except as
disclosed on Exhibit "C" attached hereto, the Borrower owns, directly or
indirectly, 100% of the outstanding capital stock of its Subsidiaries. The only
persons or entities in which the Borrower owns an equity interest are the
Subsidiaries. No Person holds or is entitled to obtain any other equity interest
in the Subsidiaries.

     5.11 ERISA. The Borrower and its Subsidiaries have fulfilled their
obligations under the minimum funding standards of and are in compliance in all
material respects with ERISA and the Code to the extent applicable to them. None
of them has incurred any liability to the PBGC or a Plan under Title IV of ERISA
other than a liability to the PBGC for premiums under Section 4007 of ERISA.
Neither the Borrower nor any Subsidiary has any contingent liabilities with
respect to any post-retirement benefits under any Plan or Welfare Plan, other
than liability for continuation coverage described in article 6 of Title I of
ERISA.

     5.12 Compliance with Laws. The Borrower and its Subsidiaries are in
compliance with the requirements of all federal, state and local laws, rules and
regulations applicable to or pertaining to their Property or business operations
(including, without limitation, the Occupational Safety and Health Act of 1970,
the Americans with Disabilities Act of 1990, and laws and regulations
establishing quality criteria and standards for air, water, land and toxic or
hazardous wastes and substances), non-compliance with which, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.
Neither the Borrower nor any Subsidiary has received notice to the effect that
its operations are not in compliance with any of the requirements of applicable
federal, state or local environmental, health and safety statutes and
regulations or are the subject of any governmental investigation evaluating
whether any remedial action is needed to respond to a release of any toxic or
hazardous waste or substance into the environment, which non-compliance or
remedial action, individually or in the aggregate, could reasonably be expected
to have a Material Adverse Effect.

     5.13 Purpose of the Borrower. The Borrower does not own any "margin
security" within the meaning of Regulation U (12 CFR Part 221) of the Board of
Governors of the Federal Reserve System. None of the proceeds of the loan by the
Bank to the Borrower will be used for the purpose of purchasing or carrying any
margin security or for the purpose of reducing or retiring any indebtedness that
was originally incurred to purchase or carry a margin security or for any other
purpose that might constitute this transaction a "purpose credit" within the
meaning of Regulation U, as now in effect or as it may hereafter be amended.
Neither the Borrower nor any agent acting on its behalf has taken or will take
any action that might cause this Agreement or any Loan Document to violate
Regulation U or any other regulation of the Board of Governors of the Federal
Reserve System or to violate the Securities Exchange Act of 1934, in each case
as in effect now or as the same may hereafter be amended.

                                       17

     5.14 Solvency. After giving effect to the full funding of the loans
contemplated herein, the Borrower and each Subsidiary will be solvent. "Solvent"
shall mean, when used with respect to any Person, that: (a) such Person does not
intend to incur, and does not believe and has no reason to believe that it will
incur, debts beyond its ability to pay as they become due; (b) the sum of such
Person's assets is greater than all of such Person's liabilities at a fair
valuation; (c) such Person has sufficient cash flow to enable it to pay its
debts as they become due; and (d) such Person does not have unreasonably small
capital to carry on such Person's business as theretofore operated and all
businesses in which such Person is about to engage. "Fair valuation" is intended
to mean that value that can be obtained if the assets are sold within a
reasonable time in arm's-length transactions in an existing and not theoretical
market.

     5.15 Federal Acts. Neither the Borrower nor any of its Subsidiaries is an
"investment company" or a company "controlled" by an "investment company" within
the meaning of the Investment Company Act of 1940, as amended, or a "public
utility holding company" within the meaning of the Public Utility Holding
Company Act.

     5.16 Affiliate Transactions. Except as set forth on Exhibit "B' hereto,
neither the Borrower nor any Subsidiary is a party to any contracts or
agreements with any of its Affiliates on terms and conditions that are less
favorable to the Borrower or such Subsidiary than would be usual and customary
in similar contracts or agreements between Persons not affiliated with one
other.

     5.17 Full Disclosure. The statements and information furnished to the Bank
in connection with the negotiation of this Agreement and the other Loan
Documents and the commitment by the Bank to provide all or part of the financing
contemplated hereby do not contain any untrue statements of a material fact or
omit a material fact necessary to make the material statements contained herein
or therein not misleading. The Bank acknowledges that, as to any projections
furnished to the Bank, the Borrower only represents that the same were prepared
on the basis of information and estimates that the Borrower believed to be
reasonable.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

                                -----------------

     6.01  Events of Default. Each of the following events shall constitute an
"Event of Default" hereunder:

           (a) if the Borrower defaults in the payment of any principal,
     interest or other amount under the Note, either by the terms thereof or
     otherwise as provided herein and such default continues for a period of ten
     days thereafter; or

           (b) if the Borrower or any Subsidiary defaults: (i) in any payment of
     principal of or interest on any other obligation for borrowed money beyond
     any period of grace provided with respect thereto or (ii) in the
     performance or observance of any other agreement, term, or condition
     contained in any agreement under which any such obligation is created if
     the effect of such default is to cause, or permit the holder or holders of
     such obligation (or trustee on

                                       18

     behalf of such holder or holders) to cause, such obligation to become due
     prior to its stated maturity, except for obligations disputed in good faith
     if the Bank is promptly notified thereof and, if required by GAAP, funded
     reserves are established; or

           (c) if any statement, representation or warranty made by the Borrower
     or any Subsidiary herein or in any writing now or hereafter furnished in
     connection with or pursuant to the Loan Documents or in connection with any
     audit shall be false in any material respect as of the date made; or if the
     Borrower or any Subsidiary omits or fails to disclose within 10 days any
     substantial contingent or liquidated liabilities, or any material adverse
     change in facts previously disclosed by any statement, representation,
     certificate or warranty to the Bank; or

           (d) if the Borrower or any Subsidiary defaults in the performance or
     observance of any covenants contained in Sections 3.04 or 4.11 hereof; or

           (e) (i) if any Event of Default occurs under any Loan Document; or
     (ii) if the Borrower or any Subsidiary defaults in the performance or
     observance of any other agreement, covenant, term or condition contained
     herein or in any other Loan Document and such default shall not have been
     remedied within 30 days after written notice thereof is sent by the Bank to
     the Borrower except, however, that an Event of Default shall not be deemed
     to have occurred if the Borrower or the Subsidiary, as the case may be,
     commences to cure such default within such 30-day period and the Borrower
     or such Subsidiary, as the case may be, completes such cure within 60 days
     after such notice; or

           (f) if the Borrower or any Subsidiary makes an assignment for the
     benefit of creditors or is generally not paying its debts as they become
     due; or

           (g) if any order, judgment or decree is entered under the bankruptcy,
     reorganization, compromise, arrangement, insolvency, readjustment of debt,
     dissolution or liquidation or similar law of any jurisdiction adjudicating
     the Borrower or any Subsidiary, bankrupt or insolvent; or

           (h) if the Borrower or any Subsidiary petitions or applies to any
     tribunal for, or consents to, the appointment of a trustee, receiver,
     custodian, liquidator, or similar official, of the Borrower or any
     Subsidiary or of any substantial part of the assets of the Borrower or any
     Subsidiary, or commences a voluntary case under the Bankruptcy Code of the
     United States or any proceedings relating to the Borrower or any
     Subsidiary, under the bankruptcy, insolvency, or moratorium law of any
     other jurisdiction, whether now or hereafter in effect; or

           (i) if any such petition or application is filed, or any such
     proceedings are commenced, against the Borrower or any Subsidiary and if
     the Borrower or the Subsidiary by any act indicates its approval thereof,
     consent thereto, or acquiescence therein, or an order is entered in an
     involuntary case under the Bankruptcy Code of the United States, or an
     order,

                                       19

     judgment or decree is entered appointing any such trustee, receiver,
     custodian, liquidator, or similar official, or approving the petition in
     any proceedings, and such order remains unstayed and in effect for more
     than 60 days; or

           (j) if any order is entered in any proceedings against the Borrower
     or any Subsidiary decreeing the dissolution or split-up of the Borrower or
     any Subsidiary or if the Borrower or any Subsidiary dissolves (or is
     dissolved) or its existence is terminated; or

           (k) if any judgment or judgments are entered against the Borrower or
     any Subsidiary, or against the Property of any such Person, in an aggregate
     amount in excess of $100,000 that remains unvacated, unbonded, unstayed or
     unsatisfied for a period of 45 days.

     6.02 Default. A "Default" shall be deemed to have occurred hereunder if any
event or condition occurs that would constitute an Event of Default hereunder
upon the satisfaction of any requirement for notice or passage of time in
connection with such event or condition.

     6.03 Remedies. During the continuation of any Default, the Bank shall have
no obligation to make advances hereunder of under any other Loan Document. If
any Event of Default shall occur, any obligation of the Bank to make advances
hereunder or under any Loan Document shall be terminated without notice to the
Borrower. If the Bank elects not to extend any further credit hereunder after
the occurrence of any Event of Default, the Bank shall notify the Borrower of
such election as promptly as practical after the date of such election. However,
the Bank's failure to give any such notice shall not impair its rights
hereunder, and the Bank's failure to give any such notice on one occasion shall
not impair its rights upon the occurrence of any subsequent Event of Default. In
addition, if any Event of Default shall occur, the Bank may by notice to the
Borrower, effective upon dispatch, declare the entire unpaid principal amount
then outstanding under the Loan Documents, all interest accrued and unpaid under
the Loan Documents and all other Obligations of the Borrower to the Bank under
this Agreement or any of the other Loan Documents to be forthwith due and
payable. Thereupon, the then outstanding principal amount under the Loan
Documents, all such accrued interest and all such other Obligations shall become
and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower, and the Bank may immediately enforce payment of all such amounts and
exercise any or all of the rights and remedies of the Bank under this Agreement
and other Loan Documents, including without limitation the right to resort to
any or all collateral securing any obligations under the Loan Documents and
exercise any or all of the rights of a secured party pursuant to the Uniform
Commercial Code of Florida and other applicable similar statutes in other
jurisdictions.

     6.04 Termination of Rights to Advances; Automatic Acceleration.
Notwithstanding anything herein to the contrary, (a) the Borrower's right, if
any, to obtain any additional advances or credit under the Loan Documents shall
automatically terminate upon the initiation against the Borrower or any
Subsidiary of any proceeding under the Federal Bankruptcy Code, or upon the
occurrence of any Event of Default described in subparagraphs (g), (h), (i),
(j), or (k) of Section 6.01, and (b) all Obligations shall automatically be and
become immediately due and payable upon the occurrence of any Event of Default
described in subparagraphs (h), (i), or (j) of Section 6.01.

                                       20

     6.05  Additional Rights of Bank.

           (a) The Borrower acknowledges that its timely and complete compliance
     with all of the terms and conditions contained in the Loan Documents is a
     material consideration for the Bank's extension of the credit facilities
     evidenced by the Loan Documents. In addition to all other rights and
     remedies that the Bank has upon the occurrence of an Event of Default, the
     Bank, in its sole discretion, may: (i) waive its rights resulting from such
     Event of Default; and (ii) charge the Borrower a fee for such waiver,
     provided that such fee shall not exceed 0.10% of the face amount of the
     Note.

           (b) The Borrower acknowledges that the Bank's ability to monitor the
     loans evidenced by the Loan Documents is dependent upon the Borrower's
     providing all financial statements and other information required in
     Section 3.01 hereof within the time periods set forth in such section. In
     addition to all other rights and remedies that the Bank has upon the
     occurrence of an Event of Default, the Bank may by notice to the Borrower
     assess the Borrower a late fee upon each failure by the Borrower to deliver
     financial statements or information within the time periods set forth in
     Section 3.01 hereof (whether or not such failure constitutes a Default or
     an Event of Default hereunder). The amount of such late fee shall not
     exceed $1000.00. The Borrower shall pay such fee no later than ten days
     after the Bank has notified the Borrower of such assessment. The Bank may
     assess the late fee on successive occasions based upon any successive
     failures to deliver financial statements or financial information within
     the periods required herein. The Bank's assessment of any such fee, and the
     Borrower's payment of the same, shall not be deemed to be a waiver of the
     Borrower's continuing obligation to provide financial statements and other
     information required hereunder.

                                   ARTICLE VII

                                  MISCELLANEOUS

                                  -------------

     7.01 Expenses. The Borrower agrees to pay, and save the Bank harmless
against liability for the payment of, all reasonable out-of-pocket expenses
arising in connection with this transaction (including any renewals or
modifications relating hereto), including any state documentary stamp taxes or
other taxes (including interest and penalties, if any) that may be determined to
be payable in connection with the execution and delivery of any Loan Document or
any renewal or modification of any Loan Document, and the reasonable fees and
expenses of the Bank's counsel. The Borrower acknowledges that it has
participated with the Bank in establishing the structure of this transaction and
that it has independently determined the amount of documentary stamp and other
taxes due in connection herewith. The Borrower has not relied upon
representations of the Bank or its counsel in calculating the amount of such
taxes, and the Borrower shall be liable for any additional taxes (including
interest and penalties) that may be due in connection with this transaction or
any renewals hereof. If an Event of Default shall occur, the Borrower shall also
pay all of the Bank's costs of collection including reasonable Bank employee
travel expenses, court costs and reasonable fees of

                                       21

attorneys and legal assistants (whether incurred in connection with trial or
appellate proceedings). If the Borrower fails to pay any such expenses within
five (5) Business Days after the Bank makes demand therefore, the Borrower
authorizes the Bank to make advances under the Note and to debit its deposit
accounts (other than accounts maintained by the Borrower with the Bank solely
for payroll purposes and identified to the Bank as such) to pay all expenses.

     7.02 Survival of Representations and Warranties. All representations and
warranties contained herein or made in writing by the Borrower in connection
herewith shall survive the execution and delivery of the Loan Documents.

     7.03 Successors and Assigns. All covenants and agreements in this Agreement
contained by or on behalf of any of the parties hereto shall bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. The Borrower shall not be entitled to assign its
rights hereunder. The Bank may, without the Borrower's consent, assign all or
part of its rights hereunder or grant participations herein; provided, however,
that no participant shall have any rights against the Borrower unless the Bank
has failed to exercise its rights hereunder upon the occurrence of a Default or
Event of Default. The Bank may disclose to any such assignee or participant (or
any prospective assignee or participant) such information concerning the
Borrower and its Affiliates as the Bank deems appropriate.

     7.04 Notices. All communications, notices or demands provided for hereunder
or under any other Loan Document to which the Borrower is a party shall be sent
by first class mail, by courier, by hand or by certified mail as follows or to
such other address with respect to any party as such party shall notify the
others in writing:

     To the Bank:        Bank of America, N.A.
                         9000 Southside Blvd., Bldg. 100

                           Jacksonville, Florida 32256

                          Attn: Client Credit Services

     To the Borrower:    First Advantage Holding, Inc.
                         805 Executive Center Drive, Suite 300

                          St. Petersburg, Florida 33702

                         Attn: John Lamson, Chief Financial Officer

     with copy to:       First Advantage Corporation

                         1 First American Way

                           Santa Ana, California 92707

                         Attn: Kenneth DeGiorgio, General Counsel

Except as otherwise specifically set forth herein, each such communication,
notice or demand shall be deemed given: (i) three days after deposited in the
U.S. mail with proper postage affixed if sent by mail; or (ii) when actually
delivered to the appropriate address if sent by courier or by hand.

                                       22

     7.06  Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida.

     7.07 Headings. The descriptive section headings herein have been inserted
for convenience only and shall not be deemed to limit or otherwise affect the
construction of any provisions hereof.

     7.08 Counterparts. This Agreement may be executed simultaneously in several
counterparts. Each counterpart shall be deemed an original.

     7.09 Remedies Cumulative. All rights and remedies of the Bank hereunder are
cumulative and in addition to any rights and remedies that the Bank may have
under the laws of Florida. The Bank's exercise of any one right or remedy
against one party hereto will not deprive the Bank of any right or remedy
against that party or any other parties hereto. No right, power or remedy
conferred upon or reserved to the Bank under this Agreement or any other of the
Loan Documents is exclusive of any other right, power or remedy in any of the
Loan Documents, but each and every such right, power and remedy shall be
cumulative and concurrent and shall be in addition to any other right, power and
remedy given hereunder or under any other Loan Documents, or now or hereafter
existing at law, in equity or by statute.

     7.10 Delay or Omission. No delay or omission of the Bank to exercise any
right, power or remedy under any of the Loan Documents or accruing upon any
Event of Default shall exhaust or impair any such right, power or remedy or
shall be construed to waive any such Event of Default or to constitute
acquiescence therein. Every right, power and remedy given to the Bank under any
of the Loan Documents may be exercised from time to time and as often as may be
deemed expedient by the Bank.

     7.11 No Waiver of One Default to Affect Another. No waiver of any Default
or Event of Default hereunder shall extend to or affect any subsequent Default
or Event of Default or any other Default or Event of Default then existing, or
impair any rights, powers or remedies consequent thereon.

     7.12 Changes. No term of any Loan Document may be changed, waived,
discharged or terminated orally, or by any action or inaction, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.

     7.13 Severability. If any portion of any Loan Document is declared void by
any court as illegal or against public policy, the remainder of the Loan
Documents in question shall continue in full effect.

     7.14 Lost or Damaged Note. Upon receipt by the Borrower of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
the Note (the "Lost Note") and of an indemnity agreement reasonably satisfactory
to the Borrower, the Borrower will make and deliver to

                                       23

the Bank a new Note of like tenor, date and principal amount in lieu of the Lost
Note.

     7.15 Merger. This Agreement supersedes and replaces any commitment letter
relating to the Obligations. Except as otherwise expressly provided for in the
Loan Documents, no termination or cancellation (regardless of cause or
procedure) of the financing under this Agreement shall in any way affect or
impair the obligations, duties, and liabilities of the Borrower or the rights of
the Bank relating to any transaction or event occurring prior to such
termination. All indemnifications, warranties and representations contained in
the Loan Documents shall survive such termination or cancellation.

     7.16 Arbitration. The parties agree to the following arbitration
provisions:

           (a) These arbitration provisions govern the resolution of any
     controversies or claims between the Borrower and the Bank, whether arising
     in contract, tort or by statute, including but not limited to controversies
     or claims (collectively, a "Claim") that arise out of or relate to: (i)
     this Loan Agreement (including any renewals, restatements, extensions or
     modifications hereof); or (ii) any document related to this Loan Agreement.

           (b) At the request of the Borrower or the Bank, any Claim shall be
     resolved by binding arbitration in accordance with the Federal Arbitration
     Act (Title 9, U. S. Code) (the "Arbitration Act"). The Arbitration Act will
     apply even though this Loan Agreement provides that it is governed by the
     law of a specified state. Arbitration proceedings will be determined in
     accordance with the Arbitration Act, the rules and procedures for the
     arbitration of financial services disputes of JAMS or any successor thereof
     ("JAMS"), and the terms of this Section. In the event of any inconsistency,
     the terms of this Section shall control. The arbitration shall be
     administered by JAMS and conducted in Hillsborough County, Florida. All
     Claims shall be determined by one arbitrator. However, if Claims exceed
     $1,000,000, upon the request of any party, the Claims shall be decided by
     three arbitrators. All arbitration hearings shall commence within 90 days
     of the demand for arbitration and close within 90 days of commencement and
     the award of the arbitrator or arbitrators, as the case may be, shall be
     issued within 30 days of the close of the hearing. However, the arbitrator
     or arbitrators, as the case may be, upon a showing of good cause, may
     extend the commencement of the hearing for up to an additional 60 days. The
     arbitrator or arbitrators, as the case may be, shall provide a concise
     written statement of reasons for the award. The arbitration award may be
     submitted to any court having jurisdiction to be confirmed and enforced.

           (c) The arbitrator(s) will have the authority to decide whether any
     Claim is barred by the statute of limitations and, if so, to dismiss the
     arbitration on that basis. For purposes of the application of the statute
     of limitations, the service on JAMS under applicable JAMS rules of a notice
     of Claim is the equivalent of the filing of a lawsuit. Any dispute
     concerning this arbitration provision or whether a Claim is arbitrable
     shall be determined by the arbitrator(s). The arbitrator(s) shall have the
     power to award legal fees pursuant to the terms of this Loan Agreement.

                                       24

           (d) These arbitration provisions do not limit the right of the
     Borrower or the Bank to: (i) exercise self-help remedies, such as but not
     limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure
     against any real or personal property collateral; (iii) exercise any
     judicial or power of sale rights, or (iv) act in a court of law to obtain
     an interim remedy, such as but not limited to, injunctive relief, writ of
     possession or appointment of a receiver, or additional or supplementary
     remedies.

           (e) By agreeing to binding arbitration, the Borrower and the Bank
     irrevocably and voluntarily waive any right they may have to a trial by
     jury in respect of any Claim. Furthermore, without intending in any way to
     limit this agreement to arbitrate, to the extent any Claim is not
     arbitrated, the parties irrevocably and voluntarily waive any right they
     may have to a trial by jury in respect of such Claim. This provision is a
     material inducement for the Borrower's executing, and the Bank's accepting,
     this Loan Agreement. No provision in this Loan Agreement or in any document
     related hereto regarding submission to jurisdiction or venue in any court
     is intended or shall be construed to be in derogation of the provisions of
     this Loan Agreement or in any such other document for arbitration of any
     controversy or claim.

     7.17. NOTICE OF FINAL AGREEMENT. THIS WRITTEN LOAN AGREEMENT REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       25

     IN WITNESS WHEREOF, the parties hereto have signed and sealed this
Agreement on the day and year first above written.

                                        FIRST ADVANTAGE CORPORATION, a Delaware
                                        corporation doing business in Florida as
                                        FIRST ADVANTAGE HOLDING, INC.

                                       By:  /s/ John Lamson
                                           -------------------------------------
                                        Print Name:  John Lamson
                                                   -----------------------------
                                      Its:   EVP and CFO
                                            ------------------------------------

                                        BANK OF AMERICA, N.A.

                                       By:  /s/ David Suellau
                                           -------------------------------------
                                        Print Name:  David Suellau
                                                   -----------------------------
                                      Its:   Senior Vice President
                                            ------------------------------------

                                       26

                                   APPENDIX I

     The following terms when used in the Loan Agreement shall have the
following meanings:

     "Affiliate" means any Person directly or indirectly controlling or
controlled by, or under direct or indirect common control with, another Person.
A Person shall be deemed to control another Person for the purposes of this
definition if such Person possesses, directly or indirectly, the power to
direct, or cause the direction of, the management and policies of the other
Person, whether through the ownership of voting securities, common directors,
trustees or officers, by conduct or otherwise.

     "Bank" is defined in the introductory paragraph of the Loan Agreement.

     "Borrower" is defined in the introductory paragraph of the Loan Agreement.

     "Borrowing Base" is defined in Section 1.03(b) of the Loan Agreement.

     "Business Day" means each day other than a Saturday, a Sunday or any
holiday on which commercial banks in Jacksonville, Florida are closed for
business.

     "Capital Lease" means any lease of Property which in accordance with GAAP
is required to be capitalized on the balance sheet of the lessee.

     "Capital Lease Obligation" means the amount of the liability shown on the
balance sheet of any Person in respect of a Capital Lease determined in
accordance with GAAP.

     "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto.

     "Collateral" means all properties, rights, interests and privileges from
time to time subject, or intended to be subject, to the Liens granted to the
Bank by the Collateral Documents.

     "Collateral Documents" means the Borrower Security Agreement, the
Subsidiary Security Agreements, financing statements and other documents as
shall from time to time secure the Obligations or any guaranty thereof.

     "Debt" means for any Person (without duplication): (a) all indebtedness of
such Person for borrowed money, whether current or funded, or secured or
unsecured, (b) all indebtedness for the

                                       27

deferred purchase price of Property or services, (c) all indebtedness created or
arising under any conditional sale or other title retention agreement with
respect to Property acquired by such Person (even though the rights and remedies
of the seller or lender under such agreement in the event of a default are
limited to repossession or sale of such Property), (d) all indebtedness secured
by a purchase money mortgage or other Lien to secure all or part of the purchase
price of Property subject to such mortgage or Lien, (e) all obligations under
leases that shall have been or must be, in accordance with GAAP, recorded as
Capital Leases with respect to which such Person is liable as lessee, (f) any
liability in respect of banker's acceptances or letters of credit, (g) any
indebtedness, whether or not assumed, secured by Liens on Property acquired by
such Person at the time of acquisition thereof, (h) all indebtedness, whether or
not for borrowed money, represented by notes, drafts, bonds, debentures and
similar instruments, and (i) all indebtedness referred to in clause (a), (b),
(c), (d), (e), (f), (g) or (h) above which is directly or indirectly guaranteed
by such Person or which such Person has agreed (contingently or otherwise) to
purchase or otherwise acquire or in respect of which any of them have otherwise
assured a creditor against loss. Debt shall not, however, include trade payables
arising in the ordinary course of business that are not more than 90 days past
due.

     "Default" is defined in Section 6.02 of the Loan Agreement.

     "Eligible Receivables" is defined in Section 1.02(b) of the Loan Agreement.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute thereto.

     "Event of Default" means any event or condition identified as such in
Section 6.01 of the Loan Agreement.

     "Funded Debt" is defined in Section 4.11(a) of the Loan Agreement.

     "GAAP" means generally accepted accounting principles set forth from time
to time in the opinions and pronouncements of the Accounting Principles Board
and the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the date of
determination.

     "Included Subsidiary" means and includes each Subsidiary that has satisfied
the following conditions:

           (a) The Subsidiary has granted the Bank a perfected security interest
     in its accounts receivable, general intangibles and other assets subject
     only to such prior liens and claims as the Bank, in its discretion, may
     approve and Permitted Liens; and

           (b) The Subsidiary has executed the following documents in favor of
     the Bank substantially in the form of such documents executed by the
     Borrower's Subsidiaries as of the

                                       28

     date hereof: (1) Subsidiary Security Agreement; and (2) financing
     statements (conforming in each case to the requirements of the applicable
     jurisdictions where such statements will be filed); and

           (c) The Bank has completed a field exam/collateral survey with
     respect to such Subsidiary, in scope and form acceptable to the Bank.

     "Lien" means any mortgage, lien, security interest, pledge, charge or
encumbrance of any kind in respect of any Property, including the interests of a
vendor or lessor under any conditional sale, Capital Lease or other title
retention arrangement.

     "Line of Credit" is defined in Section 1.01(a) of the Loan Agreement.

     "Loan Agreement" or "this Agreement" shall mean the Loan Agreement to which
this Appendix is attached as such agreement may be amended or restated from time
to time.

     "Loan Documents" shall mean and include this Agreement (as amended from
time to time), the Note, the Borrower Security Agreement, the Subsidiary
Security Agreement, all other Collateral Documents and all documents related to
the foregoing documents. Loan Documents shall also include all documents
executed by any Included Subsidiary on or after the date hereof.

     "Lost Note" is defined in Section 7.14 of the Loan Agreement.

     "Material Adverse Effect" means (a) a material adverse change in, or
material adverse effect upon, the operations, business, Property, or condition
(financial or otherwise) of the Borrower or of the Borrower and the Subsidiaries
taken as a whole, (b) a material impairment of the ability of the Borrower or
any Subsidiary to perform its obligations under any Loan Document, or (c) a
material adverse effect upon (i) the legality, validity, binding effect or
enforceability against the Borrower or any Subsidiary of any Loan Document or
the rights and remedies of the Bank thereunder or (ii) the perfection or
priority of any Lien granted under any Collateral Document.

     "Moody's" means Moody's Investors Service, Inc.

     "Note" is defined in Section 1.01(b) of the Loan Agreement.

     "Obligations" is defined in Section 1.04(a) of the Loan Agreement.

     "PBGC" means the Pension Benefit Guaranty Corporation or any Person
succeeding to any or all of its functions under ERISA.

     "Permitted Acquisition" shall mean any acquisition made in accordance with
Section 4.04(b) of the Loan Agreement.

     "Permitted Liens" is defined in Section 4.01 of the Loan Agreement.

                                       29

     "Permitted Obligations" is defined in Section 4.02(a) of the Loan
Agreement.

     "Person" means an individual, partnership, corporation, limited liability
company, association, trust, unincorporated organization or any other entity or
organization, including a government or agency or political subdivision thereof.

     "Plan" means any employee pension benefit plan covered by Title IV of ERISA
or subject to the minimum funding standards under Section 412 of the Code that
either (a) is maintained by the Borrower or any Subsidiary for employees of any
such Person or (b) is maintained pursuant to a collective bargaining agreement
or any other arrangement under which more than one employer makes contributions
and to which the Borrower or any Subsidiary is then making or accruing an
obligation to make contributions or has within the preceding five plan years
made contributions.

     "Products" is defined in Section 1.03(b) of the Loan Agreement.

     "Property" means any interest in any kind of property or asset, whether
real, personal or mixed, or tangible or intangible.

     "Revolving Period" is defined in Section 1.01(d) of the Loan Agreement.

     "Security Agreement" is defined in Section 1.04(a) of the Loan Agreement.

     "Solvent" is defined in Section 5.19 of the Loan Agreement.

     "Subordinated Liabilities" means liabilities subordinated to Borrower's
obligations to the Bank pursuant to: (a) a subordination agreement between the
Bank and the subordinate lender; or (ii) a subordination agreement between the
Borrower and the subordinate lender, under which the Bank is a third party
beneficiary with rights to enforce such subordination against the Borrower and
the subordinate lender and providing that: (i) upon the occurrence of an Event
of Default hereunder, the subordinate lender shall not accept any payments on
the subordinate indebtedness; and (ii) upon the occurrence of an Event of
Default hereunder, if the subordinated lender receives any payment on the
subordinated indebtedness, such payments shall be held in trust for the Bank and
shall be delivered to the Bank promptly after receipt of such payment.

     "Subsidiary" means any corporation or other Person more than 50% of the
outstanding ordinary voting shares or other equity interests of which is at the
time directly or indirectly owned by the Borrower, by one or more of its
Subsidiaries, or by the Borrower and one or more of its Subsidiaries. All of the
Borrower's Subsidiaries existing as of the date hereof are listed on Exhibit "C"
hereto.

     "Subsidiary Security Agreement" is defined in Section 1.04(a) of the Loan
Agreement.

     "Welfare Plan" means a "welfare plan" as defined in Section 3(1) of ERISA.

                                       30

                                                                    Exhibit 99.2
                                 PROMISSORY NOTE

                                 ---------------

$15,000,000.00                                                     July 31, 2003

     FOR VALUE RECEIVED, the undersigned, FIRST ADVANTAGE CORPORATION, doing
business in Florida as FIRST ADVANTAGE HOLDING, INC. (the "Borrower"), hereby
promises to pay to the order of BANK OF AMERICA, N.A. (the "Bank"), a national
banking association, whose address is 9000 Southside Blvd., Building 100,
Jacksonville, Florida 32256, the principal sum of Fifteen Million and 00/100
Dollars ($15,000,000.00), together with interest on the outstanding principal
balance hereof at the rate provided herein. This Note shall be governed by the
following provisions:

     1. Advances. The Borrower and the Bank have executed a Loan Agreement (as
amended or restated from time to time, the "Loan Agreement") of even date
herewith. The loan evidenced by this Note is a revolving loan, and the Borrower
may borrow, repay and reborrow principal amounts hereunder during the term
hereof subject to the terms contained herein and in the Loan Agreement.
Notwithstanding the foregoing, the outstanding principal balance hereof shall
not exceed $15,000,000.00 at any one time (or such lesser amount as may be set
forth in the Loan Agreement). This Note is the Note described in the Loan
Agreement.

     2. Payments.

         (a) The Borrower shall pay all accrued interest hereunder on the first
     day of each calendar month during the term hereof commencing on July 1,
     2003, and continuing on the first day of each calendar month thereafter.

         (b) The Borrower shall pay all outstanding principal hereunder,
     together with all then accrued and unpaid interest, on July 31, 2005 (the
     "Maturity Date").

         (c) This Note will be considered renewed if and only if the Bank has
     sent to Borrower a written notice of renewal (the "Renewal Notice")
     effective as of the Maturity Date. If this Note is renewed, it will
     continue to be subject to all the terms and conditions set forth herein
     except as modified by the Renewal Notice. If this Note is renewed, the term
     "Maturity Date" shall mean the date set forth in the Renewal Notice as the
     Maturity Date and all outstanding principal plus all accrued interest shall
     be paid on the Maturity Date. The same process for renewal will apply to
     any subsequent renewal of this Note. A renewal fee may be charged at the
     Bank's option. The amount of the renewal fee will not exceed 0.10% of the
     renewal amount.

     3. Interest.

         (a) Interest shall initially accrue on the outstanding principal
     balance of this Note at the Adjusted Libor Rate (as defined herein) in
     effect on the date of this Note. The rate of

     interest shall be adjusted on each Interest Rate Adjustment Date (as
     defined herein) so that interest shall accrue at the Adjusted Libor Rate
     for the Interest Period (as defined herein) commencing on such Interest
     Rate Adjustment Date. For purposes of this paragraph, the following terms
     shall have the following meanings:

              (i) "Adjusted Libor Rate" for each Interest Period shall mean a
         rate that is equal to the applicable Libor Rate plus the Applicable
         Margin (as defined herein). The Libor Rate for each Interest Period
         shall mean the offered rate for deposits in United States dollars in
         the London Interbank market for a one month period which appears on the
         Libor Rate Reference Page (as defined herein) as of 11:00 a.m. (London
         time) on the day that is two London Banking Days (as defined herein)
         preceding the first calendar day of the Interest Period (as such rate
         may be adjusted from time to time in the Bank's sole discretion for
         reserve requirements, deposit insurance assessment rates and other
         regulatory costs). If at least two such offered rates appear on the
         Libor Rate Reference Page, the rate will be the arithmetic mean of such
         offered rates.

              (ii) The "Applicable Margin" is the percentage per annum set forth
         below based on Borrowers' Funded Debt Ratio as defined in Section 4.11
         of the Loan Agreement.

                      Applicable Margin

                      -----------------

- ----------------------------------------------------------------
      Funded Debt Ratio                Applicable Margin

      -----------------                -----------------

- ----------------------------------------------------------------
Less than  or equal to 1.5 to 1         1.25% per annum

- ----------------------------------------------------------------
Greater  than  1.50 to 1 but
equal to or less than 2.50 to 1         1.39% per annum

- ----------------------------------------------------------------
Greater than 2.50 to 1           Default    Rate   (as   defined
                                     herein)

- ----------------------------------------------------------------

         The Applicable Margin will be established based upon the Borrower's
         most recent quarterly compliance certificate received by the Bank, as
         required in the Loan Agreement. The Applicable Margin will be in effect
         from the first day of the calendar month following receipt of that
         compliance certificate until the first day of the calendar month
         following receipt of the next quarterly compliance certificate. Until
         the first compliance certificate is due pursuant to the Loan Agreement,
         the Applicable Margin will be 1.39% per annum. Thereafter, if any
         compliance certificate is not delivered when required under the Loan
         Agreement, the Applicable Margin from the date such certificate was due
         until the date that the Bank receives the same will be 2.50% per annum.

                                        2

              (iii) "Banking Business Day" shall mean each day other than a
         Saturday, a Sunday or any holiday on which commercial banks in
         Jacksonville, Florida are closed for business.

              (iv) "Interest Period" shall mean: (aa) an initial period
         commencing on the date hereof and continuing through the day
         immediately preceding the first Interest Rate Adjustment Date; and (bb)
         each period thereafter commencing on each Interest Rate Adjustment Date
         and continuing through the day immediately preceding the next Interest
         Rate Adjustment Date.

              (v) "Interest Rate Adjustment Date" shall mean the first Banking
         Business Day of July, 2003, and the first Banking Business Day of each
         calendar month thereafter.

              (v) "Libor Rate Reference Page" shall mean any of the following
         reference pages or sources (as selected from time to time by the Bank
         in its discretion): (aa) the Dow Jones Telerate Page 3750; (bb) the
         Reuters Screen LIBO Page; or (cc) such other index or source as the
         Bank may in its sole discretion select showing rates offered for United
         States dollar deposits in the London Interbank market.

              (vi) "London Banking Day" shall mean each day other than a
         Saturday, a Sunday or any holiday on which commercial banks in London,
         England are closed for business.

         (b) Interest shall be calculated on the basis of a 360 day year (based
     upon the actual number of days elapsed) (or, at the Bank's option, on the
     basis of a 360-day year consisting of twelve 30-day months).

         (c) The total liability of the Borrower and any endorsers or guarantors
     hereof for payment of interest shall not exceed any limitations imposed on
     the payment of interest by applicable usury laws. If any interest is
     received or charged by any holder hereof in excess of that amount, the
     Borrower shall be entitled to an immediate refund of the excess.

         (d) Notwithstanding any contrary provision set forth herein, any
     principal of, and to the extent permitted by applicable law, any interest
     on this Note, and any other sum payable hereunder, that is not paid when
     due shall bear interest, from the date due and payable until paid, payable
     on demand, at a rate per annum (the "Default Rate") equal to the lesser of:
     (i) the rate per annum otherwise payable under Section 3(a) hereof, as
     applicable, plus four percent (4%) per annum; or (ii) the highest rate
     permitted by law.

     4. Prepayment. The Borrower shall be entitled to prepay this Note in whole
or in part at any time without penalty.

                                        3

     5. Application of Payments. All payments hereunder shall be applied first
to the Bank's costs and expenses, then to fees authorized hereunder or under the
Loan Agreement, then to interest and then to principal.

     6. Default. An Event of Default shall be deemed to have occurred hereunder
upon the occurrence of an Event of Default under the Loan Agreement. If any
Event of Default or any Default (as defined in the Loan Agreement) shall occur,
any obligation of the Bank to make advances hereunder shall be terminated
without notice to the Borrower. In addition, if any Event of Default shall
occur, the Bank may declare, in the manner set forth in the Loan Agreement, the
outstanding principal of this Note, all accrued and unpaid interest hereunder
and all other amounts payable under this Note to be forthwith due and payable.
Thereupon, the outstanding principal of this Note, all such interest and all
such amounts shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrower. Upon the occurrence of any Event of Default, the
outstanding principal of this Note, and any accrued and unpaid interest, shall
bear interest at the Default Rate.

     7. Expenses. All parties liable for the payment of this Note agree to pay
the Bank all costs incurred by it in connection with the collection of this
Note. Such costs include, without limitation, fees for the services of counsel
and legal assistants employed to collect this Note, whether or not suit be
brought, and whether incurred in connection with collection, trial, appeal or
otherwise. All such parties further agree to indemnify and hold the Bank
harmless against liability for the payment of state documentary stamp taxes,
intangible personal property taxes or other taxes (including interest and
penalties, if any) excluding income or service taxes of the Bank, which may be
determined to be payable with respect to this transaction.

     8. Late Charge. If any scheduled payment hereunder is 15 or more days late,
the Borrower shall pay a fee equal to 4% of the unpaid portion of the scheduled
payment. The fee is not a penalty, but liquidated damages to defray
administrative and related expenses due to such late payment. The fee shall be
immediately due and payable and shall be paid by the Borrowers to the Bank
without notice or demand. This provision for a fee is not and shall not be
deemed a grace period, and Bank has no obligation to accept a late payment.
Further, the acceptance of a late payment shall not constitute a waiver of any
default then existing or thereafter arising under this Note.

     9. Setoffs. The Borrower and any endorsers, sureties, guarantors, and all
others who are, or who may become liable for the payment hereof, other than The
First American Corporation and its affiliates (excluding the Borrower and its
subsidiaries) severally expressly grant to the Bank a continuing first lien
security interest in any and all money, general or specific deposits, or
property of any such parties now or hereafter in the possession of the Bank. The
Borrower and such other parties authorize and empower the Bank, in its sole
discretion, at any time after the occurrence of a default hereunder to
appropriate and, in such order as the Bank may elect, apply any such money,
deposits or property to the payment hereof.

                                        4

     10. Auto Debit. The Borrower hereby authorizes the Bank to automatically
deduct the amount of any payment due hereunder from any of the Borrower's
accounts now or hereafter maintained with the Bank (including, without
limitation, account number 005487624677). If the funds in such account are
insufficient to cover any payment, the Bank shall not be obligated to advance
funds to cover the payment. At any time and for any reason, the Borrower or the
Bank may voluntarily terminate automatic payments hereunder.

     11. Miscellaneous. The Borrower and all sureties, endorsers and guarantors
of this Note shall make all payments hereunder in lawful money of the United
States at the Bank's address set forth herein or at such other place as the Bank
may designate in writing. The remedies of the Bank as provided herein shall be
cumulative and concurrent, and may be pursued singly, successively or together,
at the sole discretion of the Bank and may be exercised as often as occasion
therefor shall arise. No act of omission or commission of the Bank, including
specifically any failure to exercise any right, remedy or recourse, shall be
effective, unless set forth in a written document executed by the Bank, and then
only to the extent specifically recited therein. A waiver or release with
reference to one event shall not be construed as continuing, as a bar to, or as
a waiver or release of any subsequent right, remedy or recourse as to any
subsequent event. This Note shall be construed and enforced in accordance with
Florida law and shall be binding on the successors and assigns of the parties
hereto. The term "Bank" as used herein shall mean any holder of this Note. If
more than one person or entity executes this Note, such persons and entities
shall be jointly and severally liable hereunder. The Bank may, at its option,
round any or all fractional interest rates under paragraph 3 upwards to the next
higher 1/100 of 1%. The Borrower and all sureties, endorsers and guarantors of
this Note hereby: (a) waive demand, notice of demand, presentment for payment,
notice of nonpayment or dishonor, protest, notice of protest and all other
notice, filing of suit and diligence in collecting this Note, or in the Bank's
enforcing any of its rights under any guaranties securing the repayment hereof;
(b) agree to any substitution, addition or release of any collateral or any
party or person primarily or secondarily liable hereon; (c) agree that the Bank
shall not be required first to institute any suit, or to exhaust his, their or
its remedies against the Borrower or any other person or party to become liable
hereunder, or against any collateral in order to enforce payment of this Note;
(d) consent to any extension, rearrangement, renewal or postponement of time of
payment of this Note and to any other indulgency with respect hereto without
notice, consent or consideration to any of them; and (e) agree that,
notwithstanding the occurrence of any of the foregoing (except with the express
written release by the Bank of any such person), they shall be and remain
jointly and severally, directly and primarily, liable for all sums due under
this Note.

     12. Arbitration. The Borrower, and the Bank by its acceptance hereof, agree
to the following arbitration provisions:

         (a) These arbitration provisions govern the resolution of any
     controversies or claims between the Borrower and the Bank, whether arising
     in contract, tort or by statute, including but not limited to controversies
     or claims (collectively, a "Claim") that arise out of or relate to: (i)
     this Note (including any renewals, restatements, extensions or
     modifications hereof); or (ii) any document related to this Note.

                                        5

         (b) At the request of the Borrower or the Bank, any Claim shall be
     resolved by binding arbitration in accordance with the Federal Arbitration
     Act (Title 9, U. S. Code) (the "Arbitration Act"). The Arbitration Act will
     apply even though this Note provides that it is governed by the law of a
     specified state. Arbitration proceedings will be determined in accordance
     with the Arbitration Act, the rules and procedures for the arbitration of
     financial services disputes of JAMS or any successor thereof ("JAMS"), and
     the terms of this Section. In the event of any inconsistency, the terms of
     this Section shall control. The arbitration shall be administered by JAMS
     and conducted in Hillsborough County, Florida. All Claims shall be
     determined by one arbitrator. However, if Claims exceed $1,000,000, upon
     the request of any party, the Claims shall be decided by three arbitrators.
     All arbitration hearings shall commence within 90 days of the demand for
     arbitration and close within 90 days of commencement and the award of the
     arbitrator or arbitrators, as the case may be, shall be issued within 30
     days of the close of the hearing. However, the arbitrator or arbitrators,
     as the case may be, upon a showing of good cause, may extend the
     commencement of the hearing for up to an additional 60 days. The arbitrator
     or arbitrators, as the case may be, shall provide a concise written
     statement of reasons for the award. The arbitration award may be submitted
     to any court having jurisdiction to be confirmed and enforced.

         (c) The arbitrator(s) will have the authority to decide whether any
     Claim is barred by the statute of limitations and, if so, to dismiss the
     arbitration on that basis. For purposes of the application of the statute
     of limitations, the service on JAMS under applicable JAMS rules of a notice
     of Claim is the equivalent of the filing of a lawsuit. Any dispute
     concerning this arbitration provision or whether a Claim is arbitrable
     shall be determined by the arbitrator(s). The arbitrator(s) shall have the
     power to award legal fees pursuant to the terms of this Note.

         (d) These arbitration provisions do not limit the right of the Borrower
     or the Bank to: (i) exercise self-help remedies, such as but not limited
     to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any
     real or personal property collateral; (iii) exercise any judicial or power
     of sale rights, or (iv) act in a court of law to obtain an interim remedy,
     such as but not limited to, injunctive relief, writ of possession or
     appointment of a receiver, or additional or supplementary remedies.

         (e) By agreeing to binding arbitration, the Borrower and the Bank
     irrevocably and voluntarily waive any right they may have to a trial by
     jury in respect of any Claim. Furthermore, without intending in any way to
     limit this agreement to arbitrate, to the extent any Claim is not
     arbitrated, the parties irrevocably and voluntarily waive any right they
     may have to a trial by jury in respect of such Claim. This provision is a
     material inducement for the Borrower's executing, and the Bank's accepting,
     this Note. No provision in this Note or in any document related hereto
     regarding submission to jurisdiction or venue in any court is intended or
     shall be construed to be in derogation of the provisions of this Note or in
     any such other document for arbitration of any controversy or claim.

                                        6

     13. Assignment. The Bank may sell or offer to sell this Note, together with
any and all documents guaranteeing, securing or executed in connection with this
Note, to one or more assignees without notice to or consent of the Borrower. The
Bank is hereby authorized to share any information it has pertaining to the loan
evidenced by this Note, including without limitation credit information on the
undersigned, any of its principals, or any guarantors of this Note, to any such
assignee or prospective assignee.

     14. NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                                        FIRST ADVANTAGE CORPORATION, a Delaware
                                        corporation doing business in Florida as
                                        FIRST ADVANTAGE HOLDING, INC.

                                       By:  /s/ John Lamson
                                           -------------------------------------
                                           Its: EVP and CFO
                                               ---------------------------------

                                                                          (SEAL)

                                        7

                                                                    Exhibit 99.3
                               SECURITY AGREEMENT

                               ------------------

     THIS AGREEMENT is made as of the 31st day of July, 2003, by FIRST ADVANTAGE
CORPORATION, doing business in Florida as FIRST ADVANTAGE HOLDING, INC. (the
"Borrower"), a Delaware corporation, whose address is 805 Executive Center
Drive, Suite 300, St. Petersburg, Florida 33702, and BANK OF AMERICA, N.A. (the
"Bank"), whose address is 9000 Southside Blvd., Building 100, Jacksonville,
Florida 32256.

                                    Recitals

                                    --------

     The Borrower and the Bank have executed a Loan Agreement (as amended or
restated from time to time, the "Loan Agreement") of even date herewith. The
Borrower, pursuant to the Loan Agreement, has executed and delivered a
Promissory Note (as amended, extended or renewed from time to time, the "Note")
of even date herewith in the original principal amount of $15,000,000.00 in
favor of the Bank.

     The Borrower has agreed to secure certain obligations in accordance with
the terms hereof.

     Now therefore, for good and valuable consideration, the parties agree as
follows:

     1. Defined Terms. Capitalized terms not otherwise defined that are defined
in the UCC shall have the meaning set forth therein. In addition to any other
terms defined elsewhere in this Agreement, the following terms shall have the
following meanings:

          "Accounts" shall mean all accounts as that term is defined in the UCC
     and all rights of the Borrower now existing and hereafter acquired to
     payment for goods sold or leased or for services rendered that are not
     evidenced by an Instrument or Chattel Paper, whether or not earned by
     performance, together with (i) all security interests or other security
     held by or granted to the Borrower to secure such rights to payment, (ii)
     all other rights related thereto (including rights of stoppage in transit)
     and (iii) all rights in any of such sold or leased goods that are returned
     or repossessed.

          "Chattel Paper" shall mean all chattel paper as that term is defined
     in the UCC and any document or documents that evidence both a monetary
     obligation and a security interest in, or a lease or consignment of,
     specific goods (except, however, that when a transaction is evidenced both
     by a security agreement or a lease and by an Instrument or series of
     Instruments, the group of documents taken together constitute Chattel
     Paper).

          "Collateral" shall mean all of the following assets (whether now owned
     or existing or hereafter acquired or arising): (a) all of the Borrower's
     Accounts, together with all Chattel Paper, Contract Rights, Deposit
     Accounts, Documents, General Intangibles and Instruments related to the
     Borrower's Account; (b) all of the Borrower's books and records (in
     whatever form or medium), customer lists, credit files, computer files,
     programs, printouts, source codes, software and other computer materials
     and records related to the Borrower's Account; and (c) all Proceeds
     (including, without limitation, all proceeds as that term is defined in the
     UCC), insurance proceeds, unearned

     premiums, tax refunds, rents, profits and products related to the
     Borrower's Accounts. The Collateral shall exclude, however, any
     intellectual property that is expressly prohibited by its terms from being
     pledged as security or that terminates upon being pledged (but only to the
     extent of and until the termination of such prohibition or until such
     property is no longer subject to termination).

          "Contract Rights" shall mean any right to payment under a contract not
     yet earned by performance and not evidenced by an Instrument or Chattel
     Paper.

          "Documents" shall mean all documents as that term is defined in the
     UCC, related to the Collateral, together with any other document that in
     the regular course of business or financing is treated as adequately
     evidencing that the person or entity in possession of it is entitled to
     receive, hold and dispose of such document and the goods it covers.

          "General Intangibles" shall mean all general intangibles as that term
     is defined in the UCC and all payment intangibles and all intangible
     personal property of every kind and nature other than Accounts (including,
     without limitation, all Contract Rights, other rights to receive payments
     of money).

          "Instruments" shall mean all negotiable instruments (as that term is
     defined in the UCC), and any replacements therefore and other writings that
     evidence rights to the payment of money (whether absolute or contingent)
     and that are not themselves security agreements or leases and are of a type
     that in the ordinary course of business are transferred by delivery with
     any necessary endorsement or assignment (including, without limitation, all
     checks, drafts, notes, bonds, debentures, government securities,
     certificates of deposit, letters of credit, preferred and common stocks,
     options and warrants).

          "Proceeds" shall mean all proceeds (as that term is defined in the
     UCC) and any and all amounts or items of property received when any
     Collateral or proceeds thereof are sold, exchanged, collected or otherwise
     disposed of, both cash and non-cash, including proceeds of insurance,
     indemnity, warranty or guarantee paid or payable on or in connection with
     any Collateral.

          "UCC" shall mean the Uniform Commercial Code as in effect in any
     applicable jurisdiction.

     2. Security Interest. The Borrower hereby gives the Bank a continuing and
unconditional security interest (the "Security Interest") in the Collateral.

     3. Obligations Secured. The Security Interest secures payment when due of
all Secured Obligations (as defined herein) to the Bank. As used in this
Agreement, the term "Secured Obligations" means: (a) all principal, interest,
costs, expenses and other amounts now or hereafter due under the Note
(including, without limitation, all principal amounts advanced thereunder
before, on or after the date hereof) and ; (b) all other amounts now or
hereafter payable by the Borrower under any of the Loan Documents (as such term
is defined in the Loan Agreement).

                                        2

     4. Warranties of Borrower. The Borrower warrants and so long as this
Agreement continues in force shall be deemed continuously to warrant that:

          (a) The Borrower is the owner of the Collateral free of all security
     interests or other encumbrances, except for the Security Interest and
     except for Permitted Liens (as defined in the Loan Agreement).

          (b) The Borrower is authorized to enter into the Security Agreement.

          (c) The Collateral is used or bought for use primarily in business or
     professional operations.

          (d) The Collateral is or will be located at the Borrower's address set
     forth above.

          (e) The chief executive office of the Borrower is at the address set
     forth above.

          (f) The exact legal name of the Borrower is set forth in the
     introductory paragraph hereof, and the jurisdiction of organization or
     incorporation of the Borrower is set forth in the introductory paragraph
     hereof.

     5. Covenants of Borrower. So long as this Agreement has not been terminated
as provided hereafter, the Borrower: (a) will defend the Collateral against the
claims of all other persons; (b) will keep the Collateral free from all security
interests or other encumbrances, except for the Security Interest and except for
Permitted Liens (as defined in the Loan Agreement); (c) except as permitted by
the Loan Agreement, will not assign, deliver, sell, transfer, lease or otherwise
dispose of any of the Collateral or any interest therein without the prior
written consent of the Bank, (d) will keep in accordance with generally accepted
accounting principles consistently applied, accurate and complete records with
respect to such Collateral and upon the Bank's request will mark any of such
records and all or any other Collateral to give notice of the Security Interest
and will permit the Bank or its agents to inspect the Collateral and to audit
and make abstracts of such records or any of the Borrower's books, ledgers,
reports, correspondence and other records (subject to the limitations set forth
in the Loan Agreement); (e) upon demand, will deliver to the Bank any Documents
and any Chattel Paper representing or relating to the Collateral or any part
thereof, or any dispositions of the Collateral and Proceeds thereof and any and
all other schedules, documents and statements that the Bank may from time to
time request; (f) will keep the Collateral at the Borrower's address set forth
above until the Bank is notified in writing of any change in its location, and
will not change the location of the Borrower's chief executive office without
prior written notice given to the Bank; (g) will notify the Bank promptly in
writing of any change in the Borrower's address, name, trade names or identity
from that specified above or of any change in the location of the Collateral;
(h) will not change its legal name or reincorporate or reorganize itself under
the laws of any other jurisdiction; (i) will permit the Bank or its agents to
inspect the Collateral (subject to any limitations set forth in the Loan
Agreement); (j) will not use the Collateral in violation of any provision of
this Agreement, any applicable statute, regulation or ordinance or any policy of

                                        3

insurance insuring the Collateral; (k) will execute and deliver to the Bank such
financing statements and other documents requested by the Bank, and take such
other action and provide such further assurances as the Bank may deem advisable
to evidence, perfect or enforce the Security Interest created by this Agreement;
and (l) will pay all taxes, assessments and other charges of every nature that
may be levied or assessed against the Collateral (unless the same are being
contested in good faith).

     6. Verification. Subject to the limitations set forth in the Loan
Agreement, the Bank may verify any Collateral in any manner and through any
medium that the Bank may deem appropriate, and the Borrower shall furnish such
assistance as the Bank may reasonably require in connection therewith.

     7. Default.

          (a) Each of the following shall constitute an "Event of Default"
     hereunder: (i) the occurrence of an Event of Default under the Loan
     Agreement; (ii) failure by the Borrower to perform any material obligations
     under this Agreement or under any other agreement for borrowed money
     between the Borrower and the Bank or by the Borrower in favor of the Bank,
     time being of the essence (subject, however, to any applicable notice and
     cure periods); (iii) the commencement of any bankruptcy or insolvency
     proceedings by or against the Borrower; (iv) material falsity in any
     certificate, statement, representation, warranty or audit at any time
     furnished by or on behalf of the Borrower or any endorser or guarantor or
     any other party liable for payment of all or part of the Secured
     Obligations, pursuant to or in connection with this Agreement, including
     warranties in this Agreement and including any omission to disclose any
     substantial contingent or liquidated liabilities or any material adverse
     change in facts disclosed by any certificate, statement, representation,
     warranty or audit furnished to the Bank; or (v) any attachment or levy
     against the Collateral or any other occurrence that inhibits the Bank's
     free access to the Collateral.

          (b) Upon the occurrence of an Event of Default, the Bank may exercise
     such remedies and rights as are available hereunder, under the Loan
     Agreement or otherwise (including without limitation, acceleration of the
     Secured Obligations or any part thereof). This paragraph is not intended to
     affect or impair any rights of the Bank with respect to any Secured
     Obligations that may now or hereafter be payable on demand.

          (c) Upon the occurrence of any Event of Default, the Bank's rights
     with respect to the Collateral shall be those of a secured party under the
     UCC and any other applicable law in effect from time to time. The Bank
     shall also have any additional rights granted herein and in any other
     agreement now or hereafter in effect between the Borrower and the Bank. If
     requested by the Bank after the occurrence of an Event of Default, the
     Borrower will assemble all Documents, Instruments, Chattel Paper and any
     other records relating to the Collateral and make it available to the Bank
     at a place to be designated by the Bank.

          (d) The Borrower agrees that any notice by the Bank of the sale or
     disposition

                                        4

     of the Collateral or any other intended action hereunder, whether required
     by the UCC or otherwise, shall constitute reasonable notice to the Borrower
     if the notice is mailed by regular or certified mail, postage prepaid, at
     least five days before the action to the Borrower's address as specified in
     this Agreement or to any other address that the Borrower has specified in
     writing to the Bank as the address to which notices shall be given to the
     Borrower.

          (e) The Borrower shall pay all costs and expenses incurred by the Bank
     in enforcing this Agreement, realizing upon any Collateral and collecting
     any Secured Obligations (including attorneys' fees) whether suit is brought
     or not and whether incurred in connection with collection, trial,
     arbitration, appeal or otherwise and, to the extent of the Borrower's
     liability for repayment of any of the Secured Obligations, shall be liable
     for any deficiencies in the event the Proceeds of disposition of the
     Collateral do not satisfy the Secured Obligations in full. Nothing
     contained herein shall be deemed to require the Bank to proceed against the
     Collateral or any part thereof before or as a condition to the pursuit of
     any of its other rights and remedies with respect to the Secured
     Obligations.

     8. Miscellaneous.

          (a) The Borrower authorizes the Bank to file financing statements and
     continuation statements and amendments thereto with respect to the
     Collateral without authentication by the Borrower to the extent permitted
     by law. The Bank agrees to use reasonable efforts to provide the Borrower
     with any copies of any such filings prior to filing. The Borrower agrees
     not to file any financing statement, amendment or termination statement
     with respect to the Collateral prior to the payment and satisfaction in
     full of all Secured Obligations. Upon payment in full of all Secured
     Obligations, the Bank shall promptly file appropriate documents releasing
     all filings hereunder.

          (b) The Borrower hereby irrevocably consents to any act by the Bank or
     its agents in entering upon any premises for the purposes of either (i)
     inspecting the Collateral or (ii) taking possession of the Collateral after
     any Event of Default in any commercially reasonable manner. From and after
     the occurrence of an Event of Default, the Borrower hereby waives its right
     to assert against the Bank or its agents any claim based upon trespass or
     any similar cause of action for entering upon any premises where the
     Collateral may be located.

          (c) The Borrower authorizes the Bank to collect and apply against the
     Secured Obligations any refund of insurance premiums or any insurance
     proceeds payable on account of the loss or damage to any of the Collateral
     and appoints the Bank as the Borrower's attorney-in-fact to endorse any
     check or draft representing such proceeds or refund.

          (d) Upon the Borrower's failure to perform any of its duties
     hereunder, the Bank may, but it shall not be obligated to, perform any of
     the duties and the Borrower shall forthwith upon demand reimburse the Bank
     for any expenses incurred by the Bank

                                        5

     in so doing.

          (e) No delay or omission by the Bank in exercising any right hereunder
     or with respect to any Secured Obligations shall operate as a waiver of
     that or any other right, and no single or partial exercise of any right
     shall preclude the Bank from any other or further exercise of the right or
     the exercise of any other right or remedy. The Bank may cure any Event of
     Default by the Borrower in any reasonable manner without waiving the Event
     of Default so cured and without waiving any other prior or subsequent Event
     of Default by the Borrower. All rights and remedies of the Bank under this
     Agreement and under the UCC shall be deemed cumulative.

          (f) The Bank shall exercise reasonable care in the custody and
     preservation of the Collateral to the extent required by law and it shall
     be deemed to have exercised reasonable care if it takes such action for
     that purpose as the Borrower shall reasonably request in writing. However,
     no omission to comply with any requests by the Borrower shall of itself be
     deemed a failure to exercise reasonable care. The Bank shall have no
     obligation to take and the Borrower shall have the sole responsibility for
     taking any steps to preserve rights against all prior parties to any
     Instrument or Chattel Paper in the Bank's possession as Collateral or as
     Proceeds of the Collateral. The Borrower waives notice of dishonor and
     protest of any Instrument constituting Collateral at any time held by the
     Bank on which the Borrower is in any way liable and waives notice of any
     other action taken by the Bank.

          (g) From and after the occurrence of any Event of Default, the Bank
     may notify each Account Debtor of the Security Interest and may also direct
     such Account Debtor to make all payments on the Collateral to the Bank. All
     payments on and other Proceeds from the Collateral received by the Bank
     directly or from the Borrower shall be applied to the Secured Obligations
     in such order and manner and at such time as the Bank shall in its sole
     discretion determine. Unless the Bank notifies the Borrower in writing that
     it dispenses with one or more of the following requirements, any payments
     on or other Proceeds of the Collateral received by the Borrower before or
     after notification to any Account Debtor shall be held by the Borrower in
     trust for the Bank in the same medium in which received, shall not be
     commingled with any assets of the Borrower and shall be turned over to the
     Bank not later than the next business day following the day of their
     receipt. From and after the occurrence of an Event of Default, the Borrower
     shall also promptly notify the Bank of the return to or repossession by the
     Borrower of goods underlying any Collateral. For purposes hereof, an
     "Account Debtor" shall mean any person or entity who is obligated to pay
     the Borrower any amounts under any of the Collateral.

          (h) The Borrower authorizes the Bank without affecting the Borrower's
     obligations hereunder from time to time: (i) to take from any party and
     hold collateral (other than the Collateral) for the payment of the Secured
     Obligations or any part thereof, and to exchange, enforce or release such
     collateral or any part thereof; (ii) to accept and hold the endorsement or
     guaranty of payment of the Secured Obligations or any part thereof and to
     release or substitute any such endorser or guarantor or any party who has

                                        6

     given any security interest in any collateral as security for the payment
     of the Secured Obligations or any part thereof or any party in any way
     obligated to pay the Secured Obligations or any part thereof; and (iii)
     upon the occurrence of any Event of Default to direct the manner of the
     disposition of the Collateral and any other collateral and the enforcement
     of any endorsements or guaranties relating to the Secured Obligations or
     any part thereof as the Bank in its sole discretion may determine.

          (i) The Bank may demand, collect and sue for all Proceeds (either in
     the Borrower's name or the Bank's name at the Bank's option), with the
     right to enforce, compromise, settle or discharge any Proceeds. The
     Borrower irrevocably appoints the Bank as the Borrower's attorney-in-fact
     to endorse the Borrower's name on all checks, commercial paper and other
     Instruments pertaining to the Proceeds before or after the occurrence of an
     Event of Default.

          (j) The rights and benefits of the Bank under this Agreement shall, if
     the Bank agrees, inure to any party acquiring an interest in the Secured
     Obligations or any part thereof.

          (k) The terms "Bank" and "Borrower" as used in this Agreement include
     the heirs, personal representatives and successors or assigns of those
     parties.

          (l) This Agreement may not be modified or amended nor shall any
     provision of it be waived except in writing signed by the Borrower and by
     an authorized officer of the Bank.

          (m) This Agreement shall be governed and construed by Florida law and
     any other applicable laws in effect from time to time.

          (n) This Agreement is a continuing agreement that shall remain in
     force until the last to occur of: (i) the payment in full of all Secured
     Obligations if such payment of the Secured Obligations has become final and
     is not subject to being refunded as a preference or fraudulent transfer
     under the Bankruptcy Code or other applicable law; (ii) the termination of
     all agreements or obligations (whether or not conditional) of the Bank to
     extend credit to the Borrower; and (iii) the termination of the Loan
     Agreement.

          (o) When inspecting the Collateral, the Bank will comply with all
     applicable privacy laws and with the provisions of any confidentiality
     agreements between the Borrower and the Bank.

     9. Arbitration. The Borrower and the Bank agree to the following
arbitration provisions:

          (a) These arbitration provisions govern the resolution of any
     controversies or claims between the Borrower and the Bank, whether arising
     in contract, tort or by statute, including but not limited to controversies
     or claims (collectively, a "Claim") that arise out of or relate to: (i)
     this Security Agreement (including any renewals, restatements,

                                        7

     extensions or modifications hereof); or (ii) any document related to this
     Security Agreement.

          (b) At the request of the Borrower or the Bank, any Claim shall be
     resolved by binding arbitration in accordance with the Federal Arbitration
     Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this
     Security Agreement provides that it is governed by the law of a specified
     state. Arbitration proceedings will be determined in accordance with the
     Act, the rules and procedures for the arbitration of financial services
     disputes of JAMS or any successor thereof ("JAMS"), and the terms of this
     Section. In the event of any inconsistency, the terms of this Section shall
     control. The arbitration shall be administered by JAMS and conducted in any
     United States state where real or tangible personal property collateral for
     this credit is located or if there is no such collateral, in Hillsborough
     County, Florida. All Claims shall be determined by one arbitrator. However,
     if Claims exceed $1,000,000, upon the request of any party, the Claims
     shall be decided by three arbitrators. All arbitration hearings shall
     commence within 90 days of the demand for arbitration and close within 90
     days of commencement and the award of the arbitrator or arbitrators, as the
     case may be, shall be issued within 30 days of the close of the hearing.
     However, the arbitrator or arbitrators, as the case may be, upon a showing
     of good cause, may extend the commencement of the hearing for up to an
     additional 60 days. The arbitrator or arbitrators, as the case may be,
     shall provide a concise written statement of reasons for the award. The
     arbitration award may be submitted to any court having jurisdiction to be
     confirmed and enforced.

          (c) The arbitrator(s) will have the authority to decide whether any
     Claim is barred by the statute of limitations and, if so, to dismiss the
     arbitration on that basis. For purposes of the application of the statute
     of limitations, the service on JAMS under applicable JAMS rules of a notice
     of Claim is the equivalent of the filing of a lawsuit. Any dispute
     concerning this arbitration provision or whether a Claim is arbitrable
     shall be determined by the arbitrator(s). The arbitrator(s) shall have the
     power to award legal fees pursuant to the terms of this Security Agreement.

          (d) These arbitration provisions do not limit the right of the
     Borrower or the Bank to: (i) exercise self-help remedies, such as but not
     limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure
     against any real or personal property collateral; (iii) exercise any
     judicial or power of sale rights, or (iv) act in a court of law to obtain
     an interim remedy, such as but not limited to, injunctive relief, writ of
     possession or appointment of a receiver, or additional or supplementary
     remedies.

          (e) By agreeing to binding arbitration, the Borrower and the Bank
     irrevocably and voluntarily waive any right they may have to a trial by
     jury in respect of any Claim. Furthermore, without intending in any way to
     limit this agreement to arbitrate, to the extent any Claim is not
     arbitrated, the parties irrevocably and voluntarily waive any right they
     may have to a trial by jury in respect of such Claim. This provision is a
     material inducement for each party's executing this Security Agreement. No
     provision in this Security Agreement or in any document related hereto
     regarding submission to jurisdiction or venue in any court is intended or
     shall be construed to be in derogation of

                                        8

     the provisions of this Security Agreement or in any such other document for
     arbitration of any controversy or claim.

     10. NOTICE OF FINAL AGREEMENT. THIS WRITTEN SECURITY AGREEMENT REPRESENTS
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     11. Waiver. IF AN EVENT OF DEFAULT SHOULD OCCUR, THE BORROWER WAIVES ANY
RIGHT THE BORROWER MAY HAVE TO NOTICE AND A HEARING BEFORE THE BANK TAKES
POSSESSION OF THE COLLATERAL BY SELF-HELP, REPLEVIN, ATTACHMENT, SETOFF OR
OTHERWISE.

     EXECUTED and delivered as of the day and year first above written.

                                        FIRST ADVANTAGE CORPORATION, a Delaware
                                        corporation doing business in Florida as
                                        FIRST ADVANTAGE HOLDING, INC.

                                       By:  /s/ John Lamson
                                           -------------------------------------
                                           Its: EVP and CFO
                                               ---------------------------------

                                                         (SEAL)

                                        BANK OF AMERICA, N.A.

                                       By:  /s/ David Suellau
                                           -------------------------------------
                                           Its: Senior Vice President
                                               ---------------------------------

                                        9

                                                                    Exhibit 99.4
                               SECURITY AGREEMENT

                               ------------------

     THIS AGREEMENT is made as of the 31st day of July, 2003, by SAFERENT, INC.,
a Delaware corporation, EMPLOYEE HEALTH PROGRAMS, INC., a Florida corporation,
SUBSTANCE ABUSE MANAGEMENT, INC., a Florida corporation, HIRECHECK, INC., a
Florida corporation, AMERICAN DRIVING RECORDS, INC., a California corporation,
FIRST AMERICAN REGISTRY, INC., a Nevada corporation and US SEARCH.COM, INC., a
Delaware corporation (collectively, the "Pledgors"), whose address is 805
Executive Center Drive, Suite 300, St. Petersburg, Florida 33702, and BANK OF
AMERICA, N.A. (the "Bank"), whose address is 9000 Southside Blvd., Building 100,
Jacksonville, Florida 32256.

                                    Recitals

                                    --------

     First Advantage Corporation, doing business in Florida as First Advantage
Holding, Inc. (the "Borrower") and the Bank have executed a Loan Agreement (as
amended or restated from time to time, the "Loan Agreement") of even date
herewith. The Borrower, pursuant to the Loan Agreement, has executed and
delivered a Promissory Note (as amended, extended or renewed from time to time,
the "Note") of even date herewith in the original principal amount of
$15,000,000.00 in favor of the Bank. The Pledgors have agreed to secure certain
obligations in accordance with the terms hereof.

     Now therefore, for good and valuable consideration, the parties agree as
follows:

     1. Defined Terms. Capitalized terms not otherwise defined that are defined
in the UCC shall have the meaning set forth therein. In addition to any other
terms defined elsewhere in this Agreement, the following terms shall have the
following meanings:

          "Accounts" shall mean all accounts as that term is defined in the UCC
     and all rights of each Pledgor now existing and hereafter acquired to
     payment for goods sold or leased or for services rendered that are not
     evidenced by an Instrument or Chattel Paper, whether or not earned by
     performance, together with (i) all security interests or other security
     held by or granted to any Pledgor to secure such rights to payment, (ii)
     all other rights related thereto (including rights of stoppage in transit)
     and (iii) all rights in any of such sold or leased goods that are returned
     or repossessed.

          "Chattel Paper" shall mean all chattel paper as that term is defined
     in the UCC and any document or documents that evidence both a monetary
     obligation and a security interest in, or a lease or consignment of,
     specific goods (except, however, that when a transaction is evidenced both
     by a security agreement or a lease and by an Instrument or series of
     Instruments, the group of documents taken together constitute Chattel
     Paper).

          "Collateral" shall mean all of the following assets (whether now owned
     or existing or hereafter acquired or arising): (a) all of each Pledgor's
     Accounts, together with all Chattel Paper, Contract Rights, Deposit
     Accounts, Documents, General Intangibles and Instruments related to each
     Pledgor's Accounts; (b) all of each Pledgor's books and records (in
     whatever form or medium), customer lists, credit files, computer files,

     programs, printouts, source codes, software and other computer materials
     and records related to the Pledgor's Accounts; and (c) all Proceeds
     (including, without limitation, all proceeds as that term is defined in the
     UCC), insurance proceeds, unearned premiums, tax refunds, rents, profits
     and products related to each Pledgor's Accounts. The Collateral shall
     exclude, however, any intellectual property that is expressly prohibited by
     its terms from being pledged as security or that terminates upon being
     pledged (but only to the extent of and until the termination of such
     prohibition or until such property is no longer subject to termination).

          "Contract Rights" shall mean any right to payment under a contract not
     yet earned by performance and not evidenced by an Instrument or Chattel
     Paper.

          "Documents" shall mean all documents as that term is defined in the
     UCC, related to the Collateral, together with any other document that in
     the regular course of business or financing is treated as adequately
     evidencing that the person or entity in possession of it is entitled to
     receive, hold and dispose of such document and the goods it covers.

          "General Intangibles" shall mean all general intangibles as that term
     is defined in the UCC and all payment intangibles and all intangible
     personal property of every kind and nature other than Accounts (including,
     without limitation, all Contract Rights, other rights to receive payments
     of money).

          "Instruments" shall mean all negotiable instruments (as that term is
     defined in the UCC), and any replacements therefore and other writings that
     evidence rights to the payment of money (whether absolute or contingent)
     and that are not themselves security agreements or leases and are of a type
     that in the ordinary course of business are transferred by delivery with
     any necessary endorsement or assignment (including, without limitation, all
     checks, drafts, notes, bonds, debentures, government securities,
     certificates of deposit, letters of credit, preferred and common stocks,
     options and warrants).

          "Proceeds" shall mean all proceeds (as that term is defined in the
     UCC) and any and all amounts or items of property received when any
     Collateral or proceeds thereof are sold, exchanged, collected or otherwise
     disposed of, both cash and non-cash, including proceeds of insurance,
     indemnity, warranty or guarantee paid or payable on or in connection with
     any Collateral.

          "UCC" shall mean the Uniform Commercial Code as in effect in any
     applicable jurisdiction.

     2. Security Interest. Each Pledgor hereby gives the Bank a continuing and
unconditional security interest (the "Security Interest") in the Collateral.

     3. Obligations Secured. The Security Interest secures payment when due of
all Secured Obligations (as defined herein) to the Bank. As used in this
Agreement, the term "Secured Obligations" means: (a) all principal, interest,
costs, expenses and other amounts now or hereafter due under the Note
(including, without limitation, all principal amounts advanced

                                        2

thereunder before, on or after the date hereof); and (b) all other amounts now
or hereafter payable by the Borrower under any of the Loan Documents (as such
term is defined in the Loan Agreement).

     4. Warranties of Pledgors. The Pledgors warrant and so long as this
Agreement continues in force shall be deemed continuously to warrant that:

          (a) The Pledgors are the owners of the Collateral free of all security
     interests or other encumbrances except for the Security Interest and except
     for Permitted Liens (as defined in the Loan Agreement).

          (b) The Pledgors are authorized to enter into the Security Agreement.

          (c) The Collateral is used or bought for use primarily in business or
     professional operations.

          (d) The Collateral is or will be located at each Pledgor's address set
     forth above.

          (e) The chief executive office of each Pledgor is at the address set
     forth on Exhibit "A' hereto.

          (f) The exact legal name of each Pledgor is set forth in the
     introductory paragraph hereof, and the jurisdiction of organization or
     incorporation of each Pledgor is set forth in the introductory paragraph
     hereof.

     5. Covenants of Pledgors. So long as this Agreement has not been terminated
as provided hereafter, the Pledgors: (a) will defend the Collateral against the
claims of all other persons; (b) will keep the Collateral free from all security
interests or other encumbrances, except for the Security Interest and except for
Permitted Liens (as defined in the Loan Agreement); (c) except as permitted by
the Loan Agreement, will not assign, deliver, sell, transfer, lease or otherwise
dispose of any of the Collateral or any interest therein without the prior
written consent of the Bank; (d) will keep in accordance with generally accepted
accounting principles consistently applied, accurate and complete records with
respect to such Collateral, and upon the Bank's request will mark any of such
records and all or any other Collateral to give notice of the Security Interest
and will permit the Bank or its agents to inspect the Collateral and to audit
and make abstracts of such records or any Pledgor's books, ledgers, reports,
correspondence and other records (subject to the limitations set forth in the
Loan Agreement); (e) upon demand, will deliver to the Bank any Documents and any
Chattel Paper representing or relating to the Collateral or any part thereof or
any other documents representing or relating to any dispositions of the
Collateral and Proceeds thereof and any and all other schedules, documents and
statements that the Bank may from time to time request; (f) will keep the
Collateral at the addresses set forth above until the Bank is notified in
writing of any change in its location, and no Pledgor will change the location
of the Pledgor's chief executive office without prior written notice given to
the Bank; (g) will notify the Bank promptly in writing of any change in any
Pledgor's address,

                                        3

name, trade names or identity from that specified above or of any change in the
location of the Collateral; (h) will not change its legal name or reincorporate
or reorganize itself under the laws of any other jurisdiction; (i) will permit
the Bank or its agents to inspect the Collateral (subject to any limitations set
forth in the Loan Agreement); (j) will not use the Collateral in violation of
any provisions of this Agreement, any applicable statute, regulation or
ordinance or any policy of insurance insuring the Collateral; (k) will execute
and deliver to the Bank such financing statements and other documents requested
by the Bank, and take such other action and provide such further assurances as
the Bank may deem advisable to evidence, perfect or enforce the Security
Interest created by this Agreement; and (l) will pay all taxes, assessments and
other charges of every nature that may be levied or assessed against the
Collateral (unless the same are being contested in good faith).

     6. Verification. Subject to the limitations set forth in the Loan
Agreement, the Bank may verify any Collateral in any manner and through any
medium that the Bank may deem appropriate, and the Pledgors shall furnish such
assistance as the Bank may reasonably require in connection therewith.

     7. Default.

          (a) Each of the following shall constitute an "Event of Default"
     hereunder: (i) the occurrence of an Event of Default under the Loan
     Agreement; (ii) failure by any Pledgor to perform any material obligations
     under this Agreement or under any other agreement for borrowed money
     between any Pledgor and the Bank or by any Pledgor in favor of the Bank,
     time being of the essence (subject, however, to any applicable notice and
     cure periods); (iii) the commencement of any bankruptcy or insolvency
     proceedings by or against the Borrower or any Pledgor; (iv) material
     falsity in any certificate, statement, representation, warranty or audit at
     any time furnished by or on behalf of the Pledgor or any endorser or
     guarantor or any other party liable for payment of all or part of the
     Secured Obligations, pursuant to or in connection with this Agreement,
     including warranties in this Agreement and including any omission to
     disclose any substantial contingent or liquidated liabilities or any
     material adverse change in facts disclosed by any certificate, statement,
     representation, warranty or audit furnished to the Bank; or (v) any
     attachment or levy against the Collateral or any other occurrence that
     inhibits the Bank's free access to the Collateral.

          (b) Upon the occurrence of an Event of Default, the Bank may exercise
     such remedies and rights as are available hereunder, under the Loan
     Agreement or otherwise (including without limitation, acceleration of the
     Secured Obligations or any part thereof). This paragraph is not intended to
     affect or impair any rights of the Bank with respect to any Secured
     Obligations that may now or hereafter be payable on demand.

          (c) Upon the occurrence of any Event of Default, the Bank's rights
     with respect to the Collateral shall be those of a secured party under the
     UCC and any other applicable law in effect from time to time. The Bank
     shall also have any additional rights granted herein and in any other
     agreement now or hereafter in effect between each

                                        4

     Pledgor and the Bank. If requested by the Bank after the occurrence of an
     Event of Default, the Pledgors will assemble all Documents, Instruments,
     Chattel Paper and any other records relating to the Collateral and make it
     available to the Bank at a place to be designated by the Bank.

          (d) The Pledgors agree that any notice by the Bank of the sale or
     disposition of the Collateral or any other intended action hereunder,
     whether required by the UCC or otherwise, shall constitute reasonable
     notice to the Pledgors if the notice is mailed by regular or certified
     mail, postage prepaid, at least five days before the action to each
     Pledgor's address as specified in this Agreement or to any other address
     that any Pledgor has specified in writing to the Bank as the address to
     which notices shall be given to such Pledgor.

          (e) The Pledgors shall pay all costs and expenses incurred by the Bank
     in enforcing this Agreement, realizing upon any Collateral and collecting
     any Secured Obligations (including attorneys' fees) whether suit is brought
     or not and whether incurred in connection with collection, trial, appeal or
     otherwise and, to the extent of each Pledgor's liability for repayment of
     any of the Secured Obligations, shall be liable for any deficiencies in the
     event the Proceeds of disposition of the Collateral do not satisfy the
     Secured Obligations in full. Nothing contained herein shall be deemed to
     require the Bank to proceed against the Collateral or any part thereof
     before or as a condition to the pursuit of any of its other rights and
     remedies with respect to the Secured Obligations.

     8. Miscellaneous.

          (a) Each Pledgor authorizes the Bank to file financing statements and
     continuation statements and amendments thereto with respect to the
     Collateral without authentication by any Pledgor to the extent permitted by
     law. The Bank agrees to use reasonable efforts to provide the Pledgors with
     copies of any such filings prior to filing. Each Pledgor agrees not to file
     any financing statement, amendment or termination statement with respect to
     the Collateral prior to the payment and satisfaction in full of all Secured
     Obligations. Upon payment in full of all Secured Obligations, the Bank
     shall promptly file appropriate documents releasing all filings hereunder.

          (b) Each Pledgor hereby irrevocably consents to any act by the Bank or
     its agents in entering upon any premises for the purposes of either (i)
     inspecting the Collateral or (ii) taking possession of the Collateral after
     any Event of Default in any commercially reasonable manner. From and after
     the occurrence of an Event of Default , each Pledgor hereby waives its
     right to assert against the Bank or its agents any claim based upon
     trespass or any similar cause of action for entering upon any premises
     where the Collateral may be located.

          (c) Each Pledgor authorizes the Bank to collect and apply against the
     Secured Obligations any refund of insurance premiums or any insurance
     proceeds payable on

                                        5

     account of the loss or damage to the Collateral and appoints the Bank as
     the Pledgor's attorney-in-fact to endorse any check or draft representing
     such proceeds or refund.

          (d) Upon any Pledgor's failure to perform any of its duties hereunder,
     the Bank may, but it shall not be obligated to, perform any of the duties
     and the Pledgors shall forthwith upon demand reimburse the Bank for any
     expenses incurred by the Bank in so doing.

          (e) No delay or omission by the Bank in exercising any right hereunder
     or with respect to any Secured Obligations shall operate as a waiver of
     that or any other right, and no single or partial exercise of any right
     shall preclude the Bank from any other or further exercise of the right or
     the exercise of any other right or remedy. The Bank may cure any Event of
     Default by the Pledgors in any reasonable manner without waiving the Event
     of Default so cured and without waiving any other prior or subsequent Event
     of Default by the Pledgors. All rights and remedies of the Bank under this
     Agreement and under the UCC shall be deemed cumulative.

          (f) The Bank shall exercise reasonable care in the custody and
     preservation of the Collateral to the extent required by law and it shall
     be deemed to have exercised reasonable care if it takes such action for
     that purpose as the Pledgors shall reasonably request in writing. However,
     no omission to comply with any requests by the Pledgors, or any of them,
     shall of itself be deemed a failure to exercise reasonable care. The Bank
     shall have no obligation to take and the Pledgors shall have the sole
     responsibility for taking any steps to preserve rights against all prior
     parties to any Instrument or Chattel Paper in the Bank's possession as
     Collateral or as Proceeds of the Collateral. The Pledgors waive notice of
     dishonor and protest of any Instrument constituting Collateral at any time
     held by the Bank on which any Pledgor is in any way liable and waive notice
     of any other action taken by the Bank.

          (g) From and after the occurrence of any Event of Default, the Bank
     may notify any Account Debtor of the Security Interest and may also direct
     such Account Debtor to make all payments on the Collateral to the Bank. All
     payments on and other Proceeds from the Collateral received by the Bank
     directly or from any Pledgor shall be applied to the Secured Obligations in
     such order and manner and at such time as the Bank shall in its sole
     discretion determine. Unless the Bank notifies the Pledgors in writing that
     it dispenses with one or more of the following requirements, any payments
     on or other Proceeds of the Collateral received by any Pledgor before or
     after notification to any Account Debtor shall be held by each Pledgor in
     trust for the Bank in the same medium in which received, shall not be
     commingled with any assets of the Pledgors and shall be turned over to the
     Bank not later than the next business day following the day of their
     receipt. From and after the occurrence of an Event of Default, the Pledgors
     shall also promptly notify the Bank of the return to or repossession by any
     Pledgor of goods underlying any Collateral. For purposes hereof, an
     "Account Debtor" shall mean any person or entity who is obligated to pay
     any Pledgor any amounts under any of the Collateral.

                                        6

          (h) The Pledgors authorize the Bank without affecting any Pledgor's
     obligations hereunder from time to time (i) to take from any party and hold
     collateral (other than the Collateral) for the payment of the Secured
     Obligations or any part thereof, and to exchange, enforce or release such
     collateral or any part thereof, (ii) to accept and hold the endorsement or
     guaranty of payment of the Secured Obligations or any part thereof and to
     release or substitute any such endorser or guarantor or any party who has
     given any security interest in any collateral as security for the payment
     of the Secured Obligations or any part thereof or any party in any way
     obligated to pay the Secured Obligations or any part thereof; and (iii)
     upon the occurrence of any Event of Default to direct the manner of the
     disposition of the Collateral and any other collateral and the enforcement
     of any endorsements or guaranties relating to the Secured Obligations or
     any part thereof as the Bank in its sole discretion may determine.

          (i) The Bank may demand, collect and sue for all Proceeds (either in
     any Pledgor's name or the Bank's name at the Bank's option), with the right
     to enforce, compromise, settle or discharge any Proceeds. Each Pledgor
     irrevocably appoints the Bank as the Pledgor's attorney-in-fact to endorse
     the Pledgor's name on all checks, commercial paper and other Instruments
     pertaining to the Proceeds before or after the occurrence of an Event of
     Default.

          (j) The rights and benefits of the Bank under this Agreement shall, if
     the Bank agrees, inure to any party acquiring an interest in the Secured
     Obligations or any part thereof.

          (k) The terms "Bank" and "Pledgor" as used in this Agreement include
     the heirs, personal representatives and successors or assigns of those
     parties.

          (l) If more than one Pledgor executes this Agreement, the term
     "Pledgor" includes each of the Pledgors as well as all of them, and their
     obligations under this Agreement shall be joint and several.

          (m) This Agreement may not be modified or amended nor shall any
     provision of it be waived except in writing signed by the Pledgors and by
     an authorized officer of the Bank.

          (n) This Agreement shall be construed under the UCC in effect in
     Florida and any other applicable laws in effect from time to time.

          (o) This Agreement is a continuing agreement that shall remain in
     force until the last to occur of: (i) the payment in full of all Secured
     Obligations if such payment of the Secured Obligations has become final and
     is not subject to being refunded as a preference or fraudulent transfer
     under the Bankruptcy Code or other applicable law; (ii) the termination of
     all agreements or obligations (whether or not conditional) of the Bank to
     extend credit to the Borrower; and (iii) the termination of the Loan
     Agreement.

                                        7

          (p) When inspecting the Collateral, the Bank will comply with all
     applicable privacy laws and with the provisions of any confidentiality
     agreements between the Pledgors and the Bank

     9. Arbitration. Each Pledgor and the Bank agree to the following
arbitration provisions:

          (a) These arbitration provisions govern the resolution of any
     controversies or claims between any Pledgor and the Bank, whether arising
     in contract, tort or by statute, including but not limited to controversies
     or claims (collectively, a "Claim") that arise out of or relate to: (i)
     this Security Agreement (including any renewals, restatements, extensions
     or modifications hereof); or (ii) any document related to this Security
     Agreement.

          (b) At the request of any Pledgor or the Bank, any Claim shall be
     resolved by binding arbitration in accordance with the Federal Arbitration
     Act (Title 9, U. S. Code) (the "Act"). The Act will apply even though this
     Security Agreement provides that it is governed by the law of a specified
     state. Arbitration proceedings will be determined in accordance with the
     Act, the rules and procedures for the arbitration of financial services
     disputes of JAMS or any successor thereof ("JAMS"), and the terms of this
     Section. In the event of any inconsistency, the terms of this Section shall
     control. The arbitration shall be administered by JAMS and conducted in any
     United States state where real or tangible personal property collateral for
     this credit is located or if there is no such collateral, in Hillsborough
     County, Florida. All Claims shall be determined by one arbitrator. However,
     if Claims exceed $1,000,000, upon the request of any party, the Claims
     shall be decided by three arbitrators. All arbitration hearings shall
     commence within 90 days of the demand for arbitration and close within 90
     days of commencement and the award of the arbitrator or arbitrators, as the
     case may be, shall be issued within 30 days of the close of the hearing.
     However, the arbitrator or arbitrators, as the case may be, upon a showing
     of good cause, may extend the commencement of the hearing for up to an
     additional 60 days. The arbitrator or arbitrators, as the case may be,
     shall provide a concise written statement of reasons for the award. The
     arbitration award may be submitted to any court having jurisdiction to be
     confirmed and enforced.

          (c) The arbitrator(s) will have the authority to decide whether any
     Claim is barred by the statute of limitations and, if so, to dismiss the
     arbitration on that basis. For purposes of the application of the statute
     of limitations, the service on JAMS under applicable JAMS rules of a notice
     of Claim is the equivalent of the filing of a lawsuit. Any dispute
     concerning this arbitration provision or whether a Claim is arbitrable
     shall be determined by the arbitrator(s). The arbitrator(s) shall have the
     power to award legal fees pursuant to the terms of this Security Agreement.

          (d) These arbitration provisions do not limit the right of any Pledgor
     or the Bank to: (i) exercise self-help remedies, such as but not limited
     to, setoff; (ii) initiate

                                        8

     judicial or nonjudicial foreclosure against any real or personal property
     collateral; (iii) exercise any judicial or power of sale rights, or (iv)
     act in a court of law to obtain an interim remedy, such as but not limited
     to, injunctive relief, writ of possession or appointment of a receiver, or
     additional or supplementary remedies.

          (e) By agreeing to binding arbitration, each Pledgor and the Bank
     irrevocably and voluntarily waive any right they may have to a trial by
     jury in respect of any Claim. Furthermore, without intending in any way to
     limit this agreement to arbitrate, to the extent any Claim is not
     arbitrated, the parties irrevocably and voluntarily waive any right they
     may have to a trial by jury in respect of such Claim. This provision is a
     material inducement for each party's executing this Security Agreement. No
     provision in this Security Agreement or in any document related hereto
     regarding submission to jurisdiction or venue in any court is intended or
     shall be construed to be in derogation of the provisions of this Security
     Agreement or in any such other document for arbitration of any controversy
     or claim.

     10. NOTICE OF FINAL AGREEMENT. THIS WRITTEN SECURITY AGREEMENT REPRESENTS
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     11. Waiver. IF AN EVENT OF DEFAULT SHOULD OCCUR, EACH PLEDGOR WAIVES ANY
RIGHT THE PLEDGOR MAY HAVE TO NOTICE AND A HEARING BEFORE THE BANK TAKES
POSSESSION OF THE COLLATERAL BY SELF-HELP, REPLEVIN, ATTACHMENT, SETOFF OR
OTHERWISE.

     EXECUTED and delivered as of the day and year first above written.

                                        SAFERENT, INC.

                                       By:  /s/ John Lamson
                                           -------------------------------------
                                           Its: VP
                                               ---------------------------------

                                        EMPLOYEE HEALTH PROGRAMS, INC.

                                       By:  /s/ John Lamson
                                           -------------------------------------
                                           Its: VP
                                               ---------------------------------

                                        9

                                        SUBSTANCE ABUSE MANAGEMENT, INC.

                                       By:  /s/ John Lamson
                                           -------------------------------------
                                           Its: VP
                                               ---------------------------------

                                        HIRECHECK, INC.

                                       By:  /s/ John Lamson
                                           -------------------------------------
                                           Its: VP
                                               ---------------------------------

                                        AMERICAN DRIVING RECORDS, INC.

                                       By:  /s/ John Lamson
                                           -------------------------------------
                                           Its: VP
                                               ---------------------------------

                                        FIRST AMERICAN REGISTRY, INC.

                                       By:  /s/ John Lamson
                                           -------------------------------------
                                           Its: VP
                                               ---------------------------------

                                        U.S. SEARCH.COM, INC.

                                       By:  /s/ John Lamson
                                           -------------------------------------
                                           Its: VP
                                               ---------------------------------

                                        BANK OF AMERICA, N.A.

                                       By:  /s/ David Suellau
                                           -------------------------------------
                                           Its: Senior Vice President
                                               ---------------------------------

                                       10

                                                                    Exhibit 99.5
                                 PROMISSORY NOTE

                                 ---------------

$10,000,000.00                                                     July 31, 2003

     FOR VALUE RECEIVED, the undersigned, FIRST ADVANTAGE CORPORATION (the
"Borrower"), hereby promises to pay to the order of THE FIRST AMERICAN
CORPORATION (the "Lender"), a California corporation, whose address is 1 First
American Way, Santa Ana, California 92707, the principal sum of Ten Million
Dollars ($10,000,000.00), together with interest on the outstanding principal
balance hereof at the rate provided herein. This Note shall be governed by the
following provisions:

     1. Advances. The loan evidenced by this Note is a revolving loan, and the
Borrower may borrow, repay and reborrow principal amounts hereunder during the
term hereof subject to the terms contained herein. Notwithstanding the
foregoing, the outstanding principal balance hereof shall not exceed
$10,000,000.00 at any one time.

     2. Payments.

          (a) The Borrower shall pay all accrued interest hereunder on the first
     day of each calendar month during the term hereof commencing on September
     1, 2003, and continuing on the first day of each calendar month thereafter.

          (b) The Borrower shall pay all outstanding principal hereunder,
     together with all then accrued and unpaid interest, on July 31, 2006 (the
     "Maturity Date").

          (c) This Note will be considered renewed if and only if the Lender has
     sent to Borrower a written notice of renewal (the "Renewal Notice")
     effective as of the Maturity Date. If this Note is renewed, it will
     continue to be subject to all the terms and conditions set forth herein
     except as modified by the Renewal Notice. If this Note is renewed, the term
     "Maturity Date" shall mean the date set forth in the Renewal Notice as the
     Maturity Date and all outstanding principal plus all accrued interest shall
     be paid on the Maturity Date. The same process for renewal will apply to
     any subsequent renewal of this Note.

     3. Interest.

          (a) Interest shall accrue on the outstanding principal balance of this
     Note at the rate payable under Bank of America Line, plus 0.5% per annum;
     provided, however, that in the event the Bank of America Line has
     terminated or is otherwise not in effect, interest shall accrue at a rate
     equal to the Adjusted Libor Rate (as defined below) in effect on the date
     on which the Bank of America Line has terminated or is otherwise not in
     effect and shall be adjusted on each Interest Rate Adjustment Date (as
     defined below) so that interest shall accrue at the Adjusted Libor Rate for
     the Interest Period (as defined below) commencing on such Interest Rate
     Adjustment Date.

          (b) Interest shall be calculated on the basis of a 360 day year (based
     upon the actual number of days elapsed) (or, at the Lender's option, on the
     basis of a 360-day year consisting of twelve 30-day months).

          (c) The total liability of the Borrower and any endorsers or
     guarantors hereof for payment of interest shall not exceed any limitations
     imposed on the payment of interest by applicable usury laws. If any
     interest is received or charged by any holder hereof in excess of that
     amount, the Borrower shall be entitled to an immediate refund of the
     excess.

          (d) Notwithstanding any contrary provision set forth herein, any
     principal of, and to the extent permitted by applicable law, any interest
     on this Note, and any other sum payable hereunder, that is not paid when
     due shall bear interest, from the date due and payable until paid, payable
     on demand, at a rate per annum (the "Default Rate") equal to the lesser of:
     (i) the rate per annum otherwise payable under Section 3(a) hereof, as
     applicable, plus four and a half percent (4.5%) per annum; or (ii) the
     highest rate permitted by law.

     4. Prepayment. The Borrower shall be entitled to prepay this Note in whole
or in part at any time without penalty.

     5. Application of Payments. All payments hereunder shall be applied first
to the Lender's costs and expenses, then to interest and then to principal.

     6. Default. If any Event of Default (as defined below) or any Default (as
defined below) shall occur, any obligation of the Lender to make advances
hereunder shall be terminated without notice to the Borrower. In addition, if
any Event of Default shall occur, the Lender may declare the outstanding
principal of this Note, all accrued and unpaid interest hereunder and all other
amounts payable under this Note to be forthwith due and payable. Thereupon, the
outstanding principal of this Note, all such interest and all such amounts shall
become and be forthwith due and payable, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower. Upon the occurrence of any Event of Default, the outstanding principal
of this Note, and any accrued and unpaid interest, shall bear interest at the
Default Rate.

     7. Expenses. All parties liable for the payment of this Note agree to pay
the Lender all costs incurred by it in connection with the collection of this
Note. Such costs include, without limitation, fees for the services of counsel
and legal assistants employed to collect this Note, whether or not suit be
brought, and whether incurred in connection with collection, trial, appeal or
otherwise. All such parties further agree to indemnify and hold the Lender
harmless against liability for the payment of state documentary stamp taxes,
intangible personal property taxes or other taxes (including interest and
penalties, if any) excluding income or service taxes of the Lender, which may be
determined to be payable with respect to this transaction.

     8. Late Charge. If any scheduled payment hereunder is 15 or more days late,
the Borrower shall pay a fee equal to 4% of the unpaid portion of the scheduled
payment. The fee is not a penalty, but liquidated damages to defray
administrative and related expenses due to such late payment. The fee shall be
immediately due and payable and shall be paid by the Borrowers to the

                                        2

Lender without notice or demand. This provision for a fee is not and shall not
be deemed a grace period, and Lender has no obligation to accept a late payment.
Further, the acceptance of a late payment shall not constitute a waiver of any
default then existing or thereafter arising under this Note.

     9. Miscellaneous. The Borrower shall make all payments hereunder in lawful
money of the United States at the Lender's address set forth herein or at such
other place as the Lender may designate in writing. The remedies of the Lender
as provided herein shall be cumulative and concurrent, and may be pursued
singly, successively or together, at the sole discretion of the Lender and may
be exercised as often as occasion therefor shall arise. No act of omission or
commission of the Lender, including specifically any failure to exercise any
right, remedy or recourse, shall be effective, unless set forth in a written
document executed by the Lender, and then only to the extent specifically
recited therein. A waiver or release with reference to one event shall not be
construed as continuing, as a bar to, or as a waiver or release of any
subsequent right, remedy or recourse as to any subsequent event. This Note shall
be construed and enforced in accordance with Florida law and shall be binding on
the successors and assigns of the parties hereto. The term "Lender" as used
herein shall mean any holder of this Note. If more than one person or entity
executes this Note, such persons and entities shall be jointly and severally
liable hereunder. The Lender may, at its option, round any or all fractional
interest rates under paragraph 3 upwards to the next higher 1/100 of 1%. The
Borrower hereby: (a) waives demand, notice of demand, presentment for payment,
notice of nonpayment or dishonor, protest, notice of protest and all other
notice, filing of suit and diligence in collecting this Note, or in the Lender's
enforcing any of its rights under any guaranties securing the repayment hereof;
(b) agrees to any substitution, addition or release of any collateral or any
party or person primarily or secondarily liable hereon; (c) agrees that the
Lender shall not be required first to institute any suit, or to exhaust his,
their or its remedies against the Borrower or any other person or party to
become liable hereunder, or against any collateral in order to enforce payment
of this Note and (d) consent to any extension, rearrangement, renewal or
postponement of time of payment of this Note and to any other indulgency with
respect hereto without notice, consent or consideration to any of them.

     10. Arbitration. The Borrower, and the Lender by its acceptance hereof,
agree to the following arbitration provisions:

          (a) These arbitration provisions govern the resolution of any
     controversies or claims between the Borrower and the Lender, whether
     arising in contract, tort or by statute, including but not limited to
     controversies or claims (collectively, a "Claim") that arise out of or
     relate to: (i) this Note (including any renewals, restatements, extensions
     or modifications hereof); or (ii) any document related to this Note.

          (b) At the request of the Borrower or the Lender, any Claim shall be
     resolved by binding arbitration in accordance with the Federal Arbitration
     Act (Title 9, U. S. Code) (the "Arbitration Act"). The Arbitration Act will
     apply even though this Note provides that it is governed by the law of a
     specified state. Arbitration proceedings will be determined in accordance
     with the Arbitration Act, the rules and procedures for the arbitration of
     financial services disputes of JAMS or any successor thereof ("JAMS"), and
     the terms of this Section.

                                        3

     In the event of any inconsistency, the terms of this Section shall control.
     The arbitration shall be administered by JAMS and conducted in Hillsborough
     County, Florida. All Claims shall be determined by one arbitrator. However,
     if Claims exceed $1,000,000, upon the request of any party, the Claims
     shall be decided by three arbitrators. All arbitration hearings shall
     commence within 90 days of the demand for arbitration and close within 90
     days of commencement and the award of the arbitrator or arbitrators, as the
     case may be, shall be issued within 30 days of the close of the hearing.
     However, the arbitrator or arbitrators, as the case may be, upon a showing
     of good cause, may extend the commencement of the hearing for up to an
     additional 60 days. The arbitrator or arbitrators, as the case may be,
     shall provide a concise written statement of reasons for the award. The
     arbitration award may be submitted to any court having jurisdiction to be
     confirmed and enforced.

          (c) The arbitrator(s) will have the authority to decide whether any
     Claim is barred by the statute of limitations and, if so, to dismiss the
     arbitration on that basis. For purposes of the application of the statute
     of limitations, the service on JAMS under applicable JAMS rules of a notice
     of Claim is the equivalent of the filing of a lawsuit. Any dispute
     concerning this arbitration provision or whether a Claim is arbitrable
     shall be determined by the arbitrator(s). The arbitrator(s) shall have the
     power to award legal fees pursuant to the terms of this Note.

          (d) These arbitration provisions do not limit the right of the
     Borrower or the Lender to: (i) exercise self-help remedies, such as but not
     limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure
     against any real or personal property collateral; (iii) exercise any
     judicial or power of sale rights, or (iv) act in a court of law to obtain
     an interim remedy, such as but not limited to, injunctive relief, writ of
     possession or appointment of a receiver, or additional or supplementary
     remedies.

          (e) By agreeing to binding arbitration, the Borrower and the Lender
     irrevocably and voluntarily waive any right they may have to a trial by
     jury in respect of any Claim. Furthermore, without intending in any way to
     limit this agreement to arbitrate, to the extent any Claim is not
     arbitrated, the parties irrevocably and voluntarily waive any right they
     may have to a trial by jury in respect of such Claim. This provision is a
     material inducement for the Borrower's executing, and the Lender's
     accepting, this Note. No provision in this Note or in any document related
     hereto regarding submission to jurisdiction or venue in any court is
     intended or shall be construed to be in derogation of the provisions of
     this Note or in any such other document for arbitration of any controversy
     or claim.

     11. Assignment. The Lender may sell or offer to sell this Note, together
with any and all documents guaranteeing, securing or executed in connection with
this Note, to one or more assignees without notice to or consent of the
Borrower. The Lender is hereby authorized to share any information it has
pertaining to the loan evidenced by this Note, including without limitation
credit information on the undersigned, any of its principals, or any guarantors
of this Note, to any such assignee or prospective assignee.

                                        4

     12. NOTICE OF FINAL AGREEMENT. THIS WRITTEN PROMISSORY NOTE REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

     13. Defined Terms.

          (a) "Adjusted Libor Rate" for each Interest Period shall mean a rate
that is equal to the applicable Libor Rate (as defined below) plus 1.75% per
annum.

          (b) "Bank of America Line" means the loan from Bank of America, N.A.
(and/or its permitted assigns) to the Borrower evidenced by the Loan Agreement
and other documents delivered in connection therewith, including, without
limitation, that certain Promissory Note, made by Borrower in favor of Bank of
America, N.A. on July 31, 2003, as amended, modified or substituted.

          (c) "Banking Business Day" shall mean each day other than a Saturday,
a Sunday or any holiday on which commercial banks in Orange County, California
are closed for business.

          (d) "Default" means the occurrence of any event or condition that
would constitute an Event of Default hereunder upon the satisfaction of any
requirement for notice or passage of time in connection with such event or
condition.

          (e) "Event of Default" mean the occurrence of any one of the following
events:

               (i) if the Borrower defaults in the payment of any principal,
          interest or other amount under this Note, either by the terms thereof
          or otherwise as provided herein and such default continues for a
          period of ten days thereafter; or

               (ii) if the Borrower or any Subsidiary defaults: (i) in any
          payment of principal of or interest on any other obligation for
          borrowed money beyond any period of grace provided with respect
          thereto or (ii) in the performance or observance of any other
          agreement, term, or condition contained in any agreement under which
          any such obligation is created if the effect of such default is to
          cause, or permit the holder or holders of such obligation (or trustee
          on behalf of such holder or holders) to cause, such obligation to
          become due prior to its stated maturity, except for obligations
          disputed in good faith if the Lender is promptly notified thereof and,
          if required by GAAP, funded reserves are established; or

               (iii) if any Event of Default occurs under the Loan Agreement
          when such Loan Agreement is in effect; or

               (iv) if the Borrower or any Subsidiary makes an assignment for
          the benefit of creditors or is generally not paying its debts as they
          become due; or

                                        5

               (v) if any order, judgment or decree is entered under the
          bankruptcy, reorganization, compromise, arrangement, insolvency,
          readjustment of debt, dissolution or liquidation or similar law of any
          jurisdiction adjudicating the Borrower or any Subsidiary, bankrupt or
          insolvent; or

               (vi) if the Borrower or any Subsidiary petitions or applies to
          any tribunal for, or consents to, the appointment of a trustee,
          receiver, custodian, liquidator, or similar official, of the Borrower
          or any Subsidiary or of any substantial part of the assets of the
          Borrower or any Subsidiary, or commences a voluntary case under the
          Bankruptcy Code of the United States or any proceedings relating to
          the Borrower or any Subsidiary, under the bankruptcy, insolvency, or
          moratorium law of any other jurisdiction, whether now or hereafter in
          effect; or

               (vii) if any such petition or application is filed, or any such
          proceedings are commenced, against the Borrower or any Subsidiary and
          if the Borrower or the Subsidiary by any act indicates its approval
          thereof, consent thereto, or acquiescence therein, or an order is
          entered in an involuntary case under the Bankruptcy Code of the United
          States, or an order, judgment or decree is entered appointing any such
          trustee, receiver, custodian, liquidator, or similar official, or
          approving the petition in any proceedings, and such order remains
          unstayed and in effect for more than 60 days; or

               (viii) if any order is entered in any proceedings against the
          Borrower or any Subsidiary decreeing the dissolution or split-up of
          the Borrower or any Subsidiary or if the Borrower or any Subsidiary
          dissolves (or is dissolved) or its existence is terminated; or

               (ix) if any judgment or judgments are entered against the
          Borrower or any Subsidiary, or against the Property of any such
          Person, in an aggregate amount in excess of $100,000 that remains
          unvacated, unbonded, unstayed or unsatisfied for a period of 45 days.

          (f) "GAAP" means generally accepted accounting principles set forth
from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board (or
agencies with similar functions of comparable stature and authority within the
U.S. accounting profession), which are applicable to the circumstances as of the
date of determination.

          (g) "Interest Rate Adjustment Date" means the first Banking Business
Day of the calendar month immediately following the month in which the Bank of
America Line has terminated or is otherwise not effect.

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          (h) "Libor Rate" for each Interest Period shall mean the offered rate
for deposits in United States dollars in the London Interbank market for a one
month period which appears on the Libor Rate Reference Page (as defined herein)
as of 11:00 a.m. (London time) on the day that is two London Banking Days (as
defined herein) preceding the first calendar day of the Interest Period (as such
rate may be adjusted from time to time in the Bank's sole discretion for reserve
requirements, deposit insurance assessment rates and other regulatory costs). If
at least two such offered rates appear on the Libor Rate Reference Page, the
rate will be the arithmetic mean of such offered rates.

          (i) "Libor Rate Reference Page" shall mean any of the following
reference pages or sources (as selected from time to time by the Bank in its
discretion): (aa) the Dow Jones Telerate Page 3750; (bb) the Reuters Screen LIBO
Page; or (cc) such other index or source as Lender may in its sole discretion
select showing rates offered for United States dollar deposits in the London
Interbank market.

          (j) "Loan Agreement" means that certain Loan Agreement, made as the
31st day of July, 2003, by and between the Borrower and Bank of America, N.A.,
as such Loan Agreement may be amended from time to time.

          (k) "London Banking Day" means each day other than a Saturday, a
Sunday or any holiday on which commercial banks in London, England are closed
for business.

          (l) "Person" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization or any other
entity or organization, including a government or agency or political
subdivision thereof.

          (m) "Subsidiary" means any corporation or other Person more than 50%
of the outstanding ordinary voting shares or other equity interests of which is
at the time directly or indirectly owned by the Borrower, by one or more of its
Subsidiaries, or by the Borrower and one or more of its Subsidiaries.

                                        FIRST ADVANTAGE CORPORATION

                                        By:         /s/  John Lamson

                                           -------------------------------------
                                           Name: John Lamson
                                           Its:  Executive Vice President,

                                                 Chief Financial Officer

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