**Exhibit 10.2**

 

**US SEARCH.COM INC.**

 

**SECOND AMENDMENT**

 

**TO**

 

**AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001**

 

**THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 28, 2001** (this“Amendment”) is entered into as of January 21, 2003, by and among US Search.com Inc., a Delaware corporation (the “Company”), Professional Resource Screening, Inc., a Delaware corporation (“PRSI”),and Irwin R. Pearlstein, an individual, David Pearlstein, an individual, and Cheryl Pearlstein-Enos, an individual (the “Shareholders”). 

 

R E C I T A L S

 

WHEREAS, Professional Resource Screening, Inc., a California corporation, merged with and into US SEARCH Screening Services, Inc., aDelaware corporation, which is therefore the successor in interest to Professional Resource Screening, Inc., a California corporation; 

 

WHEREAS, US SEARCH Screening Services, Inc., a Delaware corporation, changed its name to Professional Resource Screening, Inc.;

 

WHEREAS, the parties to this Amendment areparties to that certain Agreement and Plan of Merger, dated as of December 28, 2001 (the “Agreement”); 

 

WHEREAS, on December 26, 2002, Company sent the Shareholders a Balance Sheet Adjustment Demand as that term is defined in the Agreement;

 

WHEREAS, on or about January 3, 2003, Company,PRSI and Shareholders entered into a “First Amendment to Agreement and Plan of Merger dated as of December 28, 2001” (the “First Amendment”) to modify the language in Section 3.3(c) of the Agreement; and 

 

WHEREAS, in connection with the Balance Sheet AdjustmentDemand, the parties hereto desire to amend the Agreement, as modified by the First Amendment, as provided below. 

 

A M E N D M E N T

 

NOW, THEREFORE, BE IT RESOLVED, that in consideration of the foregoing and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Agreement is herebyamended as set forth below. 

 

1. References in theAgreement to “this Agreement” shall be deemed to be references to the Agreement as amended hereby. 

 

2. Capitalizedterms that are not specifically defined in this Amendment shall have the same definition as in the Agreement. 

 

3. In the third sentence of Section 3.3(c) of the Agreement the words “on or before January 22, 2003” are hereby omitted andreplaced with the words “on or before February 28, 2003”. 

 

 

Except as amended hereby the provisions of the Agreement shall remain unchanged and in full force and effect. This Amendment shall begoverned by, and construed in accordance with, the laws of the State of California. 

 

[Signature Page Follows] 

 

 

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IN WITNESSWHEREOF, the undersigned have executed this Amendment as of the date first set forth above. 

 

US SEARCH.COM, INC.

By:
 
/s/    BRENT N.COHEN      

Name:
 
Brent N. Cohen

Title:
 
Chief Executive Officer

 

PROFESSIONAL RESOURCE SCREENING, INC.

By:
 
/s/    IRWIN R.PEARLSTEIN      

Name:
 
Irwin R. Pearlstein

Title:
 
President

 

SHAREHOLDERS

/s/    IRWIN R.PEARLSTEIN

Name: Irwin R.Pearlstein

/s/    DAVID PEARLSTEIN

Name: David Pearlstein

/s/    CHERYLPEARLSTEIN-ENOS

Name:Cheryl Pearlstein-Enos

 

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