**Exhibit 10.5**

 

**FOURTH AMENDMENT TO**

**ADVERTISING AND PROMOTION AGREEMENT**

 

This Fourth Amendment to Advertising and Promotion Agreement (the “Fourth Amendment”) between Yahoo! Inc.(“Yahoo”) and US SEARCH.com Inc. (“US SEARCH”), is entered into on August 1, 2002. 

 

**BACKGROUND**

 

 

 

 

**AGREEMENT**

 

The parties agree to amend the Agreement as follows:

 

**Section 1. Definitions.**

 

 

**Section 2. Amendments.**

 

 

“Extend Term” means the period between August 1,2001 and August 31, 2002 for the purpose of this Fourth Amendment. 

 

 

During the Extended Term of this FourthAmendment, Yahoo shall deliver at least 71 million Page Views. 

 

 

The parties agree during the Extended Term of the Agreementthat US SEARCH shall pay to Yahoo a total amount of two hundred fifty thousand dollars ($250,000) for the month of August 2002 (“Additional Payment”). 

 

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Payment shall be made within five (5) business days of signing this amendment. 

 

**Section 3. Miscellaneous.**

 
3.1 Execution of Counterparts. This Fourth Amendment may be executed in any number of counterparts, all of which taken together will constitute a singleinstrument. Execution and delivery of this Fourth Amendment may be evidenced by facsimile transmission. 
 
3.2 Entire Agreement. This Fourth Amendment constitutes the entire agreement between Yahoo and US SEARCH with respect to the subject matter of this FourthAmendment, and there are no representations, understandings or agreements relating to the subject matter of this Fourth Amendment that are not fully expressed in this Fourth Amendment. Except as specifically amended by this Fourth Amendment, all ofthe terms and conditions of the Agreement remain in full force and effect. 
 
3.3 Order of Precedence. In the event the terms and conditions of this Agreement as amended conflict with the terms and conditions of any Exhibit attached heretoand made a part hereof, the terms and condition of this Agreement as amended shall take precedence. 
 
3.4 Right of First Negotiation. The Parties agree to negotiate in good faith for sixty (60) days (commencing on the date this Fourth Amendment is signed) toextend US Search’s integration within Yahoo People Search beyond the termination date of this Agreement. During such period, Yahoo will negotiate with no other third parties. 
 

The parties have caused this Fourth Amendment to Advertisingand Promotion Agreement to be executed by their duly authorized representatives as of the date first written above. 

 

YAHOO! INC.
 
US SEARCH.com, INC.

By:                                                                                                                       
 
By:                                                                                                                     

Name:                                                                                                                 
 
Name:                                                                                                               

Title:                                                                                                                    
 
Title:                                                                                                                 

 

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