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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A



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(Mark One)

|       |  |                                                                                                       
|------ |  | ------------------------------------------------------------------------------------------------------
|(XBOX) |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)

For the Fiscal Year Ended December 31, 2001

OR

|      |  |                                                                                                           
|----- |  | ----------------------------------------------------------------------------------------------------------
|(BOX) |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)

Commission File No. 0-20312

FIDELITY NATIONAL INFORMATION

SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

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|Delaware                          |  | 41-1293754         
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|(State or other jurisdiction      |  | (I.R.S. Employer   
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|of incorporation or organization) |  | Identification No.)
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|4050 Calle Real                          |  |                                
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|Santa Barbara, California 93110          |  | (805) 696-7000                 
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|(Address of principal executive offices, |  | (Registrants telephone number,
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|including zip code)                      |  | including area code)           
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Securities registered pursuant to Section 12(b) of the Act:

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|----------------------------- |  | ---------------------
|                              |  | Name of each exchange
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|Title of each class           |  | on which registered  
|                              |  |                      
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|Common Stock, $.001 par value |  | NASDAQ               





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Securities registered pursuant to Section 12(g) of the Act: None

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K, or any
amendment to this Form 10-K. (BOX)

As
of April 23, 2002, 24,617,198 shares of Common Stock ($.001 par value)
were outstanding, and the aggregate market value of the shares of the Common
Stock held by non-affiliates of the registrant was $100,738,568.



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TABLE OF CONTENTS



|                                 |                                                                         |  |  |  |  |  |  | 
|-------------------------------- | ----------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART III                        
|                                 | ITEM 10. DIRECTORS AND THE EXECUTIVE OFFICERS OF THE REGISTRANT        
|                                 | ITEM 11. EXECUTIVE COMPENSATION                                        
|PERFORMANCE GRAPH               
|                                 | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|PRINCIPAL STOCKHOLDERS          
|SECURITY OWNERSHIP OF MANAGEMENT
|                                 | Item 13. Certain Relationships and Related Transactions                
|SIGNATURES                      
|EXHIBIT 10.61                   
|EXHIBIT 10.62                   
|EXHIBIT 10.63                   



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PART III




ITEM 10. DIRECTORS AND THE EXECUTIVE OFFICERS OF THE REGISTRANT

The names of the director nominees, all directors, and all executive officers,
and certain information about them, are set forth below.

|                    |  |     |    |                      |  |                                       |                |  |      | 
|------------------- |  | --- | -- | -------------------- |  | ------------------------------------- | -------------- |  | ---- | 
|NAME                |  | AGE |    | PRINCIPAL OCCUPATION |  |                                       | DIRECTOR SINCE
|                    |  |     |    |                      |  |                                       |               
|William P. Foley II |  |     | 57 |                      |  | Director and Chairman of
the Board    |                |  | 2001 | 
|                   
|                   
|                   
|                   
|Willie D. Davis     |  |     | 67 |                      |  | Director                              |                |  | 2001 | 
|                   
|                   
|                   
|                   
|Richard J. Freeman  |  |     | 49 |                      |  | Director                              |                |  | 1996 | 
|                   
|                   
|                   
|                   
|Earl Gallegos       |  |     | 43 |                      |  | Director                              |                |  | 1998 | 
|                   
|                   
|                   
|                   
|Bradley J. Inman    |  |     | 49 |                      |  | Director                              |                |  | 2001 | 
|                   
|                   
|                   
|                   
|Patrick F. Stone    |  |     | 54 |                      |  | Director and Chief
Executive Officer  |                |  | 2001 | 
|                   
|                   
|                   
|                   
|Cary H. Thompson    |  |     | 45 |                      |  | Director                              |                |  | 2001 | 
|                   
|                   
|                   
|                   
|Eric D. Swenson     |  |     | 42 |                      |  | President and Chief
Operating Officer |                |  | N/A  | 
|                   
|                   
|                   
|                   
|Neil A. Johnson     |  |     | 62 |                      |  | EVP and Chief Financial
Officer       |                |  | N/A  | 

Willie
D. Davis has served as a director of the Company since August 2001. Since 1976 he has served as
President and a director of All-Pro Broadcasting, Inc., a holding company that
operates several radio stations. Mr. Davis currently also serves on the board
of directors of Checkers Drive-In Restaurants, Inc.; Sara Lee Corporation;
K-Mart Corporation; Dow Chemical Company; Metro-Goldwyn-Mayer Inc.; MGM MIRAGE;
Alliance Bank; Johnson Controls; WICOR, Inc.; Bassett Furniture Industries,
Incorporated; and Strong Fund.

William P. Foley has served as Chairman of the Board of the
Company since August 2001. Mr. Foley is also Chairman of
the Board and Chief Executive Officer of Fidelity National Financial, Inc. and is also currently serving as Chairman of the Board of CKE Restaurants, Inc.
Additionally, he is Co-Chairman of the Board of Directors of Micro General
Corporation and a director of American National Financial, Inc. and Checkers
Drive-In Restaurants, Inc.

Richard
J. Freeman has served as a director since October 1996. Mr. Freeman is Managing Director of Century Capital
Management, Inc. For the past 27 years Mr. Freeman has held various investment
management positions





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with Kemper Financial Services, First Chicago Corp., Metropolitan Life
Insurance Company and the State of Michigan Insurance Bureau and Treasury
Department.

Earl
Gallegos has served as a director since January
1998. Mr. Gallegos is the founder and principal of Earl Gallegos
Management, a consulting firm specializing in the development and
implementation of data processing systems and insurance operations.

Bradley Inman has served as a director of the Company since
August 2001. He helped found HomeGain.com in April 1999, an online service
that provides resources to assist residential home sellers, and has served as
the Chief Executive Officer and a director of HomeGain since its formation.
Mr. Inman also has owned and operated Inman News Features, a real estate news
service which delivers real estate stories to newspapers and Web sites since
1983. Mr. Inman also serves as a director of BRIDGE Housing Corp., a leading
nonprofit housing developer. Mr. Inman serves as chairman of the MSN
HomeAdvisor Advisory Group, a free comprehensive guide to finding homes and
loans on the internet.

Neil
A. Johnson has served as Executive Vice President and Chief
Financial Officer of the Company since its formation on August 1,
2001. He previously served as Senior Vice President, Finance and
Administration and Chief Financial Officer of the predecessor
company, Vista Information Solutions, Inc., since July 1999.
Earlier he was Senior Vice President and Chief Financial Officer of
MaxServ, Inc., a networking technology and information services
company since March 1994, including the period from
April 1997 to 1999 after MaxServ, Inc., was acquired by Sears
Roebuck and Co. Mr. Johnson has a BBA in accounting from Texas
Tech University. He is a CPA and has been appointed as an arbitrator
for the NASD and the American Arbitration Association.

Patrick
F. Stone has served as Chief Executive Officer since
January 1, 2002 and has been a director of the Company since August 2001.
Mr. Stone is the President of Fidelity National Financial, Inc.
("Fidelity"), having served in that capacity since March 2000, and served as Fidelitys Chief Operating Officer from March 1997
through January 2002. From May 1995 through March 1997 he was an
executive vice president of Fidelity
and President of Fidelity National Title Insurance Company and four other
underwriter subsidiaries of Fidelity.

Eric
D. Swenson has served as the President and Chief Operating
Officer of the company since August 1, 2001. He previously served as an
Executive Vice President of Fidelity National Financial, Inc. Prior to the
merger of Fidelity National Financial, Inc. and Chicago Title
Corporation in March 2000, Mr. Swenson served as Senior Vice President and Managing
Director  Southern California of Chicago Title Corporation. Mr. Swenson
joined Chicago Title Corporation in 1995.

Cary
H. Thompson has served as a director of the Company since August 2001. Mr. Thompson is a Senior Managing Director with
Bear Stearns & Co., Inc., and the head of that firms Los Angeles investment
banking office. Since 1992, Mr. Thompson has served as a director of Fidelity
National Financial, Inc. From 1996 to 1999, he served as Chief Executive
Officer of Aames Financial Corporation, and continues to serve on the Aames
board of directors. He also serves on the board of directors of SonicWall,
Inc.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Exchange Act of 1934, as amended, requires the Companys
executive officers and directors to file reports of their ownership, and
changes in ownership, of such securities with the SEC. Executive officers and
directors are required by the SECs regulations to furnish the Company with
copies of all forms they file pursuant to Section 16 and the Company is
required to report any failure of its directors and executive
officers to file by the relevant due date any of these reports during fiscal
year 2001. Based solely upon a review of the copies of reports received by it,
the Company believes that all such filing requirements were satisfied except
that Raymond Ferrarin, Christopher McCreary and Mark Sennott, who
were Section 16 reporting persons during 2001 but no longer are
reporting persons or executive officers, each filed one late report.





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ITEM 11. EXECUTIVE COMPENSATION

Executive Compensation

The following Summary Compensation Table shows compensation paid by the
Company for services rendered during fiscal years 2001, 2000 and 1999 for the
Companys Chief Executive Officer and the four most highly compensated current
executive officers whose salary and bonus exceeded $100,000 in 2001.

SUMMARY COMPENSATION TABLE

|                    |                            |      |        |         |        |         |                     |         |                        |     |         |         |         |             |              |       |       |  |            |   |            |  |           |        |  |  |         |       | 
|------------------- | -------------------------- | ---- | ------ | ------- | ------ | ------- | ------------------- | ------- | ---------------------- | --- | ------- | ------- | ------- | ----------- | ------------ | ----- | ----- |  | ---------- | - | ---------- |  | --------- | ------ |  |  | ------- | ----- | 
|                    |                            |      |        |         |        |         | Annual Compensation |         | Long-Term Compensation |     |         |         |        
|                    |                            |      |        |         |        |         |                     |         |                        |     |         |         |        
|                    |                            |      |        |         |        |         |                     |         |                        |     |         |         |         |             |              |       |       |  | Restricted |   | Securities |  | All      
|                    |                            |      |        |         |        |         |                     |         |                        |     |         |         |         |             | Other Annual |       | Stock |  | Underlying |   | Other     
|                    |                            |      | Fiscal |         | Salary |         | Bonus               |         | Compensation           |     | Awards  |         | Options |             | Compensation
|Name and Title      |                            | Year |        | ($) (1) |        | ($) (2) |                     | ($)(4)  |                        | ($) |         | (#) (5) |         | ($) (6) (3)
|                    |                            |      |        |         |        |         |                     |         |                        |     |         |         |         |            
|William P. Foley II |                            |      | 2001   | (8)     |        |         |                    |         |                        |     |        |         |         |             |             |       |       |  |           |   |            |  | 1,000,000 |        |  |  |        |      
|                    | Chairman, Chief            |      |        | 2000    |        |         |                     |        |                        |     |         |        |         |             |              |      |       |  |            |  |            |  |           |       |  |  |         |      | 
|                    | Executive Officer          |      |        | 1999    |        |         |                     |        |                        |     |         |        |         |             |              |      |       |  |            |  |            |  |           |       |  |  |         |      | 
|                   
|                   
|                   
|                   
|Howard Latham       |                            |      | 2001   | (7)     |        |         | 154,935             |         |                        |     | 30,000  |         |         |             | 3,500        |       |       |  |           |   |            |  |          |        |  |  | 174,625 |      
|                    | Chief Executive Officer    |      |        | 2000    |        |         |                     | 181,269 |                        |     |         | 60,000  |         |             |              | 3,000 |       |  |            |  |            |  |           | 34,287 |  |  |         | 5,800 | 
|                    |                            |      | 1999   |         |        |         |                    |         |                        |     |        |         |         |             |             |       |       |  |           |   |            |  | 5,715     |        |  |  |        |      
|                   
|                   
|                   
|                   
|Eric Swenson        |                            |      | 2001   | (9)     |        |         | 125,907             |         |                        |     | 210,590 |         |         |             | 6,000        |       |       |  |           |   |            |  | 160,000   |        |  |  | 6,184   |      
|                    | President, Chief Operating |      |        | 2000    |        |         |                     |        |                        |     |         |         |         |             |              |      |       |  |            |  |            |  |           |       |  |  |         |      | 
|                    | Officer                    |      |        | 1999    |        |         |                     |        |                        |     |         |        |         |             |              |      |       |  |            |  |            |  |           |       |  |  |         |      | 
|                   
|                   
|                   
|                   
|Neil A. Johnson     |                            |      | 2001   |         |        |         | 210,521             |         |                        |     | 150,000 |         |         |             |             |       |       |  |           |   |            |  | 60,000    |        |  |  | 5,800   |      
|                    | Executive Vice President,  |      |        | 2000    |        |         |                     | 200,021 |                        |     |         | 100,000 |         |             |              |      |       |  |            |  |            |  |           | 15,715 |  |  |         | 5,800 | 
|                    | Chief Financial Officer    |      |        | 1999    |        |         |                     | 91,676  |                        |     |         | 45,838  |         |             |              |      |       |  |            |  |            |  |           | 14,286 |  |  |         |      | 
|                   
|                   
|                   
|                   
|Mark Sennott        |                            |      | 2001   | (9)     |        |         | 94,808              |         |                        |     | 675,775 |         |         |             |             |       |       |  |           |   |            |  | 75,000    |        |  |  | 2,136   |      
|                    | Executive Vice President   |      |        | 2000    |        |         |                     |        |                        |     |         |        |         |             |              |      |       |  |            |  |            |  |           |       |  |  |         |      | 
|                    |                            |      | 1999   |         |        |         |                    |         |                        |     |        |         |         |             |             |       |       |  |           |   |            |  |          |        |  |  |        |      
|                   
|                   
|                   
|                   
|Raymond Ferrarin    |                            |      | 2001   | (9)     |        |         | 71,042              |         |                        |     | 215,071 |         |         |             |             |       |       |  |           |   |            |  | 40,000    |        |  |  | 4,271   |      
|                    | Executive Vice President   |      |        | 2000    |        |         |                     |        |                        |     |         |         |         |             |              |      |       |  |            |  |            |  |           |       |  |  |         |      | 
|                    |                            |      | 1999   |         |        |         |                    |         |                        |     |        |         |         |             |             |       |       |  |           |   |            |  |          |        |  |  |        |      



|(1) |  | Amounts shown for the indicated fiscal year include amounts deferred at
the election of the named executive officer pursuant to the Companys
401(k) plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Bonuses were awarded during the year following the year to which the
bonuses relate, based on an evaluation by the Compensation Committee of
the Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   
|(3) |  | Amount in 2001 shown for Mr. Latham includes (i) $74,658 paid on behalf of
Fidelity National Financial, Inc. as described in Item 13 in the section, Other Related
Party Transactions and (ii) severance payments of $94,167 in accordance
with his employment agreement as described in the Employment Agreements
section at Item 13.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(4) |  | Amounts shown for
Mr. Latham includes the costs of an automobile
allowance of $3,500 and $3,000 for 2001 and 2000, respectively. Amounts shown for Mr. Swenson
included the cost of an automobile allowance of $6,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|(5) |  | The number of securities underlying options has been adjusted to reflect
all stock splits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(6) |  | Amounts shown for fiscal 2001 consist of the following: (i) Mr. Latham:
Company contribution to 401(k) Plan  $4,800, Profit Sharing  $1,000;
(ii) Mr. Swenson: Company contribution to 401(k) Plan  $5,769, Company
paid life insurance premiums  $415; (iii) Mr. Johnson: Company
contribution to 401(k) Plan  $4,800, Profit Sharing  $1,000; (iv) Mr.
Sennott: Company contribution to 401(k) Plan  $2,003, Company paid life
insurance premiums  $133, and (v) Mr. Ferrarin: Company contribution to
401(k) Plan  $4,181, Company paid life insurance premiums  $90. Amounts
shown for fiscal 2000 consist of the following: (i) Mr. Latham: Company
contribution to 401(k) Plan  $4,800, Profit Sharing  $1,000, and (ii)
Mr. Johnson: Company contribution to 401(k) Plan  $4,800, Profit Sharing
 $1,000.
|   
|(7) |  | Mr. Latham was Chief Executive Officer of the Company from January 1, 2001
to July 31, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   
|(8) |  | Mr. Foley became Chief Executive Officer of the Company on August 1, 2001
(date of business combination with Fidelity National Financial, Inc.). See Item 13.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|(9) |  | Amounts listed under Annual Compensation are from August 1, 2001 (date of
business combination with Fidelity National Financial, Inc.) through December 31, 2001. See Item
13.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                





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OPTION GRANTS

The following table provides information as to options to purchase common
stock granted to the named individuals during 2001 pursuant to the Companys
2001 Stock Incentive Plan. The Company does not currently grant stock
appreciation rights to officers or directors.

STOCK OPTION GRANTS IN LAST FISCAL YEAR

|                    |  |                   |           |               |  |             |      |            |  |     |      |                     |  |                          |          |                         |  |                               |           |  |  |   |           | 
|------------------- |  | ----------------- | --------- | ------------- |  | ----------- | ---- | ---------- |  | --- | ---- | ------------------- |  | ------------------------ | -------- | ----------------------- |  | ----------------------------- | --------- |  |  | - | --------- | 
|                    |  | Individual Grants |           |               |  |             |      |            |  |    
|                    |  |                   |           |               |  |             |      |            |  |    
|                    |  |                   |           |               |  |             |      |            |  |     |      |                     |  |                          |          |                         |  | Potential Realizable Value at
|                    |  | Number Of         |           |               |  |             |      |            |  |     |      |                     |  |                          |          | Assumed Annual Rates of
|                    |  | Securities        |           | Percentage of |  |             |      |            |  |     |      |                     |  | Stock Price Appreciation
|                    |  | Underlying        |           | Total Options |  | Exercise or |      |            |  |     |      | for Option Term (2)
|                    |  | Options           |           | Granted to    |  | Base Price  |      |            |  |     |      |                    
|                    |  | Granted           |           | Employees in  |  | ($/share)   |      | Expiration |  | 5%  |      | 10%                
|Name                |  | (#)               |           | Fiscal Year   |  |             |      | Date       |  | ($) |      | ($)                
|                    |  |                   |           |               |  |             |      |            |  |     |      |                    
|William P. Foley II |  |                   | 750,000   | (3)           |  |             |      |            |  | $   | 7.11 | (1)                 |  |                          | 08/03/11 |                         |  | $                             | 3,359,475 |  |  | $ | 8,478,675 | 
|                    |  |                   | 250,000   | (3)           |  |             |      |            |  | $   | 8.49 | (1)                 |  |                          | 11/21/11 |                         |  | $                             | 1,337,175 |  |  | $ | 3,374,775 | 
|                    |  |                   |           |               |  |             |      |            |  |     |      |                     |  |                          |          |                         |  |                               |           |  |  |   |           | 
|                    |  |                   | 1,000,000 |               |  |             | 33.1 | %          |  |     |      |                     |  |                          |          |                         |  |                               |           |  |  |   |           | 
|                   
|Howard Latham       |  |                   | 0         |               |  |             | 0.0  | %          |  | $   | 0.00 |                     |  |                          |          |                         |  | $                             | 0         |  |  | $ | 0         | 
|                   
|Eric Swenson        |  |                   | 150,000   | (3)           |  |             |      |            |  | $   | 7.11 | (1)                 |  |                          | 08/03/11 |                         |  | $                             | 671,895   |  |  | $ | 1,695,735 | 
|                    |  |                   | 10,000    | (3)           |  |             |      |            |  | $   | 8.49 | (1)                 |  |                          | 11/21/11 |                         |  | $                             | 53,487    |  |  | $ | 134,991   | 
|                    |  |                   |           |               |  |             |      |            |  |     |      |                     |  |                          |          |                         |  |                               |           |  |  |   |           | 
|                    |  |                   | 160,000   |               |  |             | 5.3  | %          |  |     |      |                     |  |                          |          |                         |  |                               |           |  |  |   |           | 
|                   
|Neil A. Johnson     |  |                   | 50,000    | (3)           |  |             |      |            |  | $   | 7.11 | (1)                 |  |                          | 08/03/11 |                         |  | $                             | 223,965   |  |  | $ | 565,245   | 
|                    |  |                   | 10,000    | (3)           |  |             |      |            |  | $   | 8.49 | (1)                 |  |                          | 11/21/11 |                         |  | $                             | 53,487    |  |  | $ | 134,991   | 
|                    |  |                   |           |               |  |             |      |            |  |     |      |                     |  |                          |          |                         |  |                               |           |  |  |   |           | 
|                    |  |                   | 60,000    |               |  |             | 2.0  | %          |  |     |      |                     |  |                          |          |                         |  |                               |           |  |  |   |           | 
|                   
|Mark Sennott        |  |                   | 75,000    | (3)           |  |             | 2.5  | %          |  | $   | 7.11 | (1)                 |  |                          | 08/03/11 |                         |  | $                             | 335,948   |  |  | $ | 847,868   | 
|                   
|Raymond Ferrarin    |  |                   | 40,000    | (3)           |  |             | 1.3  | %          |  | $   | 7.11 | (1)                 |  |                          | 08/03/11 |                         |  | $                             | 179,172   |  |  | $ | 452,196   | 



|(1) |  | The fair market value of the Companys Common Stock on the date of grant.                                                   
|--- |  | ----------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | These are assumed rates of
appreciation, and are not intended to forecast future appreciation of the Companys Common Stock.
|   
|(3) |  | Nonqualified stock options.                                                                                                 





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##### Table of Contents



Option Exercises and Fiscal Year-End Values

The following table summarizes information regarding exercises of stock options by the named individuals
during 2001 and unexercised options held by them as of December 31, 2001.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

|                    |                       |                 |                       |  |  |                       | 
|------------------- | --------------------- | --------------- | --------------------- |  |  | --------------------- | 
|                    | Number of             |                 | Value of Unexercised 
|                    | Unexercised Options   |                 | In-the-Money Options 
|                    | at December 31, 2001  |                 | at December 31, 2001 
|                    | (#)                   |                 | ($)                  
|                    | Exercisable/          |                 | Exercisable/         
|                    | Unexercisable (1) (2) |                 | Unexercisable (1) (2)
|                    |                       |                 |                      
|William P. Foley II |                       | 500,000/500,000 |                       |  |  | $1,367,500/$1,367,500 | 
|                   
|                   
|                   
|                   
|Howard L. Latham    |                       | 40,002/        |                       |  |  | $/$                 | 
|                   
|                   
|                   
|                   
|Eric Swenson        |                       | 53,334/106,666  |                       |  |  | $159,668/$319,332     | 
|                   
|                   
|                   
|                   
|Neil A. Johnson     |                       | 50,002/39,999   |                       |  |  | $57,002/$113,998      | 
|                   
|                   
|                   
|                   
|Mark Sennott        |                       | 25,000/50,000   |                       |  |  | $77,000/$154,000      | 
|                   
|                   
|                   
|                   
|Raymond Ferrarin    |                       | 13,334/26,666   |                       |  |  | $41,069/$82,131       | 

In accordance with the rules of the Securities and Exchange Commission, values are calculated by subtracting the exercise
price from the fair market value of the underlying Common Stock. For purposes of this table, the fair market value is deemed to be
$10.19, the closing price of the Common Stock of FNIS reported by NASDAQ on December 31, 2001.



|(1) |  | Number of exercisable shares and corresponding values relate to options
granted under the 1999 and 2001 Stock Option Plans. The exercise price
varies based upon the market price at the time of grant. The value of
unexercised options at year-end is calculated as the difference between
the market value of the underlying security, $10.19 per share, and the
exercise price of the option at year-end. The exercise prices of the
options at year-end were as follows: (i) Mr. Foley  options to purchase
750,000 shares at $7.11 per share, options to purchase 250,000 shares at
$8.49 per share under the 2001 Stock Option Plan; (ii) Mr. Latham 
options to purchase 5,715 shares at $28.00 per share, options to purchase
1,429 shares at $28.00 per share, options to purchase 4,286 shares at
$21.00 per share, options to purchase 28,572 shares at $14.91 per share
under the 1999 Stock Option Plan; (iii) Mr. Swenson  options to purchase
150,000 shares at $7.11 per share, options to purchase 10,000 shares at
$8.49 per share under the 2001 Stock Option Plan; (iv) Mr. Johnson 
options to purchase 14,286 shares at $28.00 per share, options to purchase
1,429 shares at $28.00 per share, options to purchase 14,286 at $10.92 per
share under the 1999 Stock Option Plan; options to purchase 50,000 shares
at
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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##### Table of Contents





|    |  | $7.11 per share, options to purchase 10,000 shares at $8.49 per share
under the 2001 Stock Option Plan; (v) Mr. Sennott  options to purchase
75,000 options at $7.11 under the 2001 Stock Option Plan; and (vi) Mr.
Ferrarin  options to purchase 40,000 shares at $7.11 per share under the
2001 Stock Option Plan.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  |                                                                                                                                                                                                                                                                                                                       
|   
|(2) |  | Number of unexercisable shares and corresponding value relate to options
granted under the Companys 1999 and 2001 Stock Option Plans. The value of
these unexercisable options represents the difference between the year-end
market value of the underlying security of $10.19 per share and the option
grant price.

DIRECTOR COMPENSATION

Directors who are not employees of the Company receive an annual retainer
of $5,000 and $2,500 per Board of Directors meeting attended, plus
reimbursement of reasonable expenses. Committee members receive $1,000, and
the Chairman received $1,500 for every committee meeting attended. Directors
who are employees of the Company do not receive any compensation for acting as
directors, except for reimbursement of reasonable expenses, if any, for Board
meeting attendance.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

From January 1, 2001 through July 31, 2001, the Compensation Committee
consisted of Messrs. Thomas R. Gay, Patrick A. Rivelli and Jay D. Seid. From
August 1, 2001 through December 31, 2001, Messrs. Cary
H. Thompson, Willie D. Davis and Bradley J. Inman
served on the Compensation Committee. The Compensation Committee is currently
composed of three independent directors. During fiscal 2001, no member of the
Compensation Committee was a former or current officer or employee of the
Company or any of its subsidiaries. In addition, during that year, no
executive officer of the Company served (i) as a member of the compensation
committee or board of directors of another entity, one of whose executive
officers served on the Compensation Committee, or (ii) as a member of the
compensation committee of another entity, one of whose executive officers
served on the Board of Directors.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

General

The Compensation Committee of the Board of Directors is responsible for
establishing and administering the policies that govern executive compensation
and benefit practices. The Compensation Committee evaluates the performance of
the executive officers and determines their compensation levels in terms of
salary, annual bonus and related benefits, all subject to Board approval. The
Compensation Committee has access to independent data for use in assessing
levels of compensation for officers of the Company.

Compensation Philosophy

The Companys executive compensation programs are designed to (i) provide
levels of compensation that integrate pay and incentive plans with the
Companys strategic goals, so as to align the interests of executive management
with the long-term interests of the stockholders; (ii) motivate Company
executives to achieve the strategic business goals of the Company and to
recognize their individual contributions; and (iii) provide compensation
opportunities which are competitive to those offered by other national
real-estate related data, solutions and services companies and other
corporations similar in size and performance. Although the exact identity of
the corporations surveyed varies, these generally include real-estate related
companies and other corporations equal to or larger than the Company. The
Compensation Committee believes that the components of executive compensation
should include base salary, annual cash bonus, stock option grants and other
benefits and should be linked to individual and Company performance. With
regard to the Companys performance, the measures used for determining
appropriate levels of compensation for executive officers include the Companys
national market share, net margin, quality of service, meeting strategic goals
within the current economic climate and industry environment, scope of
responsibilities, expansion by acquisition or otherwise, and profit retention
and profitability, all of which combine to enhance stockholder value.

The Committee approves the employment agreements and salary and bonus
levels for key employees. The Compensation
Committee then makes recommendations with respect to the compensation to the
entire Board of Directors for its approval.





---



##### Table of Contents



Base Salary and Annual Cash Bonuses

With respect to the base salaries and incentive cash bonuses awarded to
other executive officers in respect of 2001, the Compensation Committee
approved these amounts pursuant to the executives employment agreements and/or
an executive bonus program established by the Compensation Committee. The decision of the Compensation Committee with respect to the base
salary for each such executive officer is subjective and was made after
consideration of the performance of the executive in his particular area of
responsibility, the executives contribution to the Companys overall
management team and an assessment of the future contributions the executive
should be able to make to the Company. Under the terms of the executive bonus
program, the executive officers received a cash bonus based upon specified
target levels of profitability.

Compensation of Chief Executive
Officer for Fiscal 2001

The compensation paid to Howard
Latham, the Companys Chief Executive Officer from January 1,
2001 through July 31, 2001, for 2001 was determined pursuant to
the terms of his employment agreement in effect during that period.
His employment agreement provided him with a minimum base annual
salary, fringe benefits including a $500 per month automobile allowance
and incentive compensation, as determined in the discretion of the
Board of Directors. Mr. Lathams employment agreement also
provided him with a severance package in the event of a change
of control (as defined within the agreement). As a result of
the business combination with Fidelity National Financial, Inc. in
August 2001, Mr. Lathams employment was terminated and a
change of control occurred. Therefore, Mr. Latham
was entitled to a severance package as described within Item 13.

William P. Foley, II served as the
Companys Chief Executive Officer from August 1, 2001 through
December 31, 2001. Mr. Foley did not have an employment
agreement with the Company, nor did he receive a salary. The
Companys Compensation Committee has the discretion to award stock options. The
Compensation Committee awarded Mr. Foley stock options totaling
1,000,000 shares of Common Stock of the Company. Of these options,
500,000 vested on the date of grant, 375,000 vest on August 3,
2002, and 125,000 vest on November 21, 2002.

Compensation of Other Executives for Fiscal 2001

With respect to the base salaries and
cash bonuses awarded to other executive officers in respect of 2001,
the Compensation Committee approved these amounts within the exercise
of their discretion. The Compensation Committees
 decision regarding each executive officers base salary was subjective and made after
consideration of the executives performance, the executives
contribution to the Companys overall management team and an assessment of the future contributions the executive should be able to make to the Company.

Stock Option Grants

As indicated above, an important element of the Companys compensation
philosophy is the desire to align the interests of the executive officers with
the long-term interests of the Companys stockholders. The purpose of the
Companys Stock Option and Incentive Plans is to attract, retain and award
executive officers and directors and to furnish incentives to these persons to
improve operations, increase profits and positively impact the Companys
long-term performance. Consistent with these objectives, the Compensation
Committee granted options in 2001 to executive officers for their performances.

Corporate Deduction for Compensation.Section 162(m) of the Internal
Revenue Code generally limits to $1.0 million the corporate deduction for
compensation paid to certain executive officers, unless certain requirements
are met. The Companys policy with respect to the deductibility limit of
Section 162(m) generally is to preserve the federal income tax deductibility of
compensation paid to executive officers. However, while the tax impact of any
compensation arrangement is an important factor to be considered, the impact is
evaluated in light of the Companys overall compensation philosophy.
Accordingly, the Company has and will continue to authorize the payment of
non-deductible compensation if it deems that it is consistent with its
compensation philosophy and in the best interests of the Company and its
stockholders.

| |  |                           
| |  | --------------------------
| |  | The Compensation Committee
|
|
|
|
| |  |                           
|
|
|
|
| |  |                           
|
|
|
|
| |  | Cary H. Thompson          
| |  | Willie D. Davis           
| |  | Bradley J. Inman          

April 29, 2002





---



##### Table of Contents






PERFORMANCE GRAPH

Set forth below is a graph comparing cumulative total stockholder return
on the Companys common stock against the cumulative total return on a broad
market index, (the NASDAQ US Index) and against the cumulative total return
of a peer group index, (Peer Group) comprised of certain companies for the
industry in which the Company competes for the five-year period ending December
31, 2001. The Peer Group consists of the following companies: Acxiom
Corporation; CoStar Group, Inc.; Equifax, Inc.; Factual Data Corp.; Fair Isaac
& Co, Inc.; and infoUSA, Inc. The Peer Group comparison has been weighted
based on the Companys stock market capitalization. The graph assumes an
initial investment of $100.00 on January 1, 1996, with dividends reinvested
over the periods indicated.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

OF COMPANY, INDUSTRY INDEX AND BROAD MARKET

(PERFORMANCE GRAPH)

|                                        |  |       |        |       |  |       |        |       |  |       |        |       |  |  |        |  |  |  |        |  |  |  |        | 
|--------------------------------------- |  | ----- | ------ | ----- |  | ----- | ------ | ----- |  | ----- | ------ | ----- |  |  | ------ |  |  |  | ------ |  |  |  | ------ | 
|                                       
|                                        |  | Dec96 |        | Dec97 |  | Dec98 |        | Dec99 |  | Dec00 |        | Dec01
|                                       
|Fidelity National Information Solutions |  |       | 100.00 |       |  |       | 666.07 |       |  |       | 688.28 |       |  |  | 321.94 |  |  |  | 74.93  |  |  |  | 129.28 | 
|                                       
|Nasdaq US Index                         |  |       | 100.00 |       |  |       | 122.48 |       |  |       | 141.00 |       |  |  | 185.80 |  |  |  | 60.15  |  |  |  | 79.34  | 
|                                       
|Peer Group                              |  |       | 100.00 |       |  |       | 115.43 |       |  |       | 122.25 |       |  |  | 102.73 |  |  |  | 121.77 |  |  |  | 128.46 | 
|                                       

ASSUMES $100 INVESTED ON JANUARY 1, 1996

ASSUMES DIVIDEND REINVESTED

FISCAL YEAR ENDING DECEMBER 31, 2001





---



##### Table of Contents






ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




PRINCIPAL STOCKHOLDERS

As of April 1, 2002, based upon filings with the Securities and Exchange
Commission, the following table show each person or entity know to the Company
to be the beneficial owners of more than 5% of the Companys Common Stock
(other than directors or executive officers of the Company), (1) the number of
shares of Common Stock so owned, and (2) the percentage of all shares
outstanding represented by such ownership (based upon the number of shares
outstanding as of April 1, 2002).

|                                                                       |                                                 |        |            |          |         |  |      |   | 
|---------------------------------------------------------------------- | ----------------------------------------------- | ------ | ---------- | -------- | ------- |  | ---- | - | 
|                                                                       |                                                 |        | Number of  |          | Percent
|Name and Address of Beneficial Owner                                   |                                                 | Shares |            | of Class
|                                                                       |                                                 |        |            |         
|Fidelity
National Financial, Inc andChicago
Title and Trust Company(1) |                                                 |        | 19,098,443 |          |         |  | 77.8 | %
|                                                                       | 17911 Von Karman AvenueIrvine, California 92614 |        |            |          |         |  |      |   | 

|    |  |                                                                                                  
|--- |  | -------------------------------------------------------------------------------------------------
|   
|(1) |  | Chicago Title and Trust Company is a
wholly-owned subsidiary of Fidelity National Financial, Inc.




SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth the beneficial ownership as of April 1,
2002, of the Common Stock of the Company by each director who owns shares, by
the director nominees, all executive officers named in the Summary Compensation
Table, and all directors and executive officers as a group. The information as
to beneficial stock ownership is based on data furnished by the persons
concerning whom such information is given.

|                     |  |              |           |                     |  |       |         |       |  |            |           |  |  |  |   |  
|-------------------- |  | ------------ | --------- | ------------------- |  | ----- | ------- | ----- |  | ---------- | --------- |  |  |  | - | -
|                     |  | Number of    |           | Number of           |  |       |         |       |  | Percent of
|Name and Address     |  | Shares Owned |           | Options/Warrants(1) |  | Total |         | Total
|                     |  |              |           |                     |  |       |         |      
|William P. Foley, II |  |              | 42,600    |                     |  |       | 500,000 |       |  |            | 542,600   |  |  |  | 2 | %
|                    
|                    
|                    
|                    
|Willie D. Davis      |  |              | 0       |                     |  |       | 21,667  |       |  |            | 21,667    |  |  |  | * |  
|                    
|                    
|                    
|                    
|Richard J. Freeman   |  |              | 1,174,401 | (2)                 |  |       | 37,097  | (3)   |  |            | 1,211,498 |  |  |  | 5 | %
|                    
|                    
|                    
|                    
|Earl Gallegos        |  |              | 0       |                     |  |       | 24,527  |       |  |            | 24,527    |  |  |  | * |  
|                    
|                    
|                    
|                    
|Bradley J. Inman     |  |              | 0       |                     |  |       | 21,667  |       |  |            | 21,667    |  |  |  | * |  
|                    
|                    
|                    
|                    
|Patrick F. Stone     |  |              | 0       |                     |  |       | 200,000 |       |  |            | 200,000   |  |  |  | 1 | %





---



##### Table of Contents



|                                        |  |  |           |  |  |  |         |  |  |  |           |  |  |  |   |  
|--------------------------------------- |  |  | --------- |  |  |  | ------- |  |  |  | --------- |  |  |  | - | -
|Cary H. Thompson                        |  |  | 0       |  |  |  | 21,667  |  |  |  | 21,667    |  |  |  | * |  
|                                       
|                                       
|                                       
|                                       
|Eric D. Swenson                         |  |  | 1,452     |  |  |  | 53,334  |  |  |  | 54,786    |  |  |  | * |  
|                                       
|                                       
|                                       
|                                       
|Neil A. Johnson                         |  |  | 4,711     |  |  |  | 50,002  |  |  |  | 54,713    |  |  |  | * |  
|                                       
|                                       
|                                       
|                                       
|Mark Sennott                            |  |  | 1,866     |  |  |  | 0     |  |  |  | 1,866     |  |  |  | * |  
|                                       
|                                       
|                                       
|                                       
|Raymond Ferrarin                        |  |  | 3,571     |  |  |  | 13,334  |  |  |  | 16,905    |  |  |  | * |  
|                                       
|                                       
|                                       
|                                       
|Howard Latham                           |  |  | 0       |  |  |  | 11,430  |  |  |  | 11,430    |  |  |  | * |  
|                                       
|                                       
|                                       
|                                       
|All directors and officers (15 persons) |  |  | 1,232,096 |  |  |  | 966,917 |  |  |  | 2,199,013 |  |  |  | 9 | %



---

|*   |  | Represents less than 1% of the Companys Common
Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|   
|   
|   
|(1) |  | Represents shares subject to stock options or warrants that are exercisable on April 1, 2002 or become exercisable within 60
days of April 1, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|   
|   
|   
|(2) |  | Included in this amount are 188,163 shares held by Century Capital Partners, L.P. (CCP); 11,497 shares held by Century
Capital Management, Inc. (CCM) for the benefit of CCP; 974,026 shares held by Century Capital Partners II, L.P. (CCP II);
and 715 shares held by CCM for the benefit of CCP. Excluding the 715 shares Mr. Freeman holds for the benefit of CCP, he
disclaims beneficial ownership of all other shares except to the extent of his actual pecuniary interest therein. Mr. Freeman
is a shareholder of the general partner of CCP and a managing member of the general partner of CCP II.
|   
|   
|   
|   
|(3) |  | Included in this amount are 11,497 warrants held by CCM for the benefit of CCP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   
|   
|   
|   
|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     




Item 13. Certain Relationships and Related Transactions

Employment Agreements

Howard L. Latham.Effective
January 1, 2001, Howard L. Latham entered into a one
year Executive Employment Agreement with the Company, pursuant to which Mr.
Latham agreed to serve as the Companys Chief Executive Officer. Mr. Lathams
base salary under the agreement was $220,000, subject to periodic increases at
the discretion of the Board of Directors. The employment agreement also
entitled Mr. Latham to receive incentive compensation, as determined in the
discretion of the Board of Directors; and to receive fringe benefits including
a $500 per month automobile allowance. The employment agreement provided that
it could be terminated by the Company for cause (as defined). In the event
the Company terminated Mr. Lathams employment without cause, the Company would
be obligated to (i) pay a lump sum severance equal to one years base salary as
then in effect; (ii) continue fringe benefits for one year; and (iii) pay for
outplacement support by a mutually agreeable firm, not to exceed $15,000. In
the event Mr. Lathams employment was terminated within one year of a change
in control (as defined) of the Company, the employment agreement obligated the
Company to (i) pay a lump sum severance equal to one years base salary as then
in effect; (ii) continue fringe benefits for one year; (iii) pay for
outplacement support by a mutually agreeable firm, not to exceed $15,000; and
(iv) automatically accelerate the vesting of all outstanding stock options not
vested as of the date of termination. In connection with the business
combination with Fidelity in August 2001, Mr. Lathams employment was
terminated and Mr. Latham received the change of control severance package
described above.

Neil A. Johnson.Effective April 20, 2001, the Company entered into a Change in
Control Severance Agreement with Neil A. Johnson, its Chief Financial Officer.
Mr. Johnsons severance agreement provides for certain payments and benefits in
the event that his employment is terminated within twelve months after a
change in control (as defined), unless such termination results from Mr.
Johnsons death, disability or retirement, or his resignation for





---



##### Table of Contents



reasons other
than good reason (as defined), or constitutes a termination for cause (as
defined). In such event, Mr. Johnson will be entitled (i) to receive a lump
sum severance payment equal to one years base salary as then in effect; (ii)
to receive a bonus payment equal to Mr. Johnsons then-scheduled bonus,
calculated as though all performance-related criteria had been met, prorated
for the portion of the bonus period during which Mr. Johnson was employed by
the Company; (iii) to the continuation of benefits under the Companys medical,
dental and vision plans, and the continuation of long-term disability
insurance, for twelve months; (iv) to the continuation of payment of the
premiums for Mr. Johnsons life insurance policy for twelve months; and (v)
automatic vesting of all unvested stock options held by Mr. Johnson.

Brian F. Hershkowitz.Effective June 8, 2001, the Company entered into a two year
Employment Agreement, subject to automatic renewal terms of one year, with
Brian F. Hershkowitz, pursuant to which Mr. Hershkowitz agreed to serve as an
Executive Vice President of the Company. Mr. Hershkowitzs base salary under
this employment agreement is $250,000, subject to periodic increases at the
discretion of the Board of Directors. The employment agreement also provides
for (i) a guaranteed cash bonus of $250,000 on the one year anniversary of his
continued employment with the Company and (ii) a bonus, during the second year
of his continued employment with the Company, in accordance with the terms and
conditions of the Companys executive bonus program as then in effect. In
addition, the employment agreement provides for reimbursement for relocation
and temporary housing expenses. The employment agreement provides that it can
be terminated by the Company for cause (as defined). In the event the
Company terminates Mr. Hershkowitzs employment without cause, the Company
would be obligated to pay a lump sum severance equal to his base annual salary
as then in effect and due for the remainder of the term.



Other Related Party Transactions

On August 1, 2001, the Company completed a merger transaction with
Fidelity National Financial, Inc., (Fidelity) and Chicago Title and Trust
Company, (Chicago Title) a wholly-owned subsidiary of Fidelity. The
merger was
a reverse merger and the Company became a majority-owned subsidiary of Fidelity. In
connection with the business combination with Fidelity the Company transferred
to Chicago Title 11,703,801 shares of the Companys common stock and
transferred to Fidelity 5,507,671 shares of the Companys common stock.
Collectively, these shares of common stock then constituted approximately 77%
of the Companys outstanding common stock. As of April 1,
2002 Fidelity owns 78% of the Companys outstanding common stock.

In 2001, the Company paid to certain of its employees bonus payments in
the aggregate amount of $227,991. These payments were an obligation of
Fidelity arising from its earlier acquisition of a convertible promissory note
issued by the Company and 950,000 shares of our common stock (collectively, the
Moore Interests) held by Moore North America, Inc. pursuant to an Agreement
for Purchase and Sale of Securities dated February 15, 2001 between Fidelity
and Moore North America. As part of this transaction, Fidelity assumed the
obligation of Moore North America to make certain bonus payments to certain of
its former employees, several of whom were employees the Company on February 15,
2001. The acquisition of the Moore Interests was a prelude to the business
combination between Fidelity, its wholly-owned subsidiary, Chicago Title and
Trust and the Company consummated on August 1, 2001. Concurrently with this
closing, the Company paid the $227,991 obligation described above on behalf of
Fidelity, and Fidelity reimbursed the Company for that amount plus a payment
grossing up the Company for the payroll taxes it paid in connection with those
bonus payments. The foregoing arrangement, whereby the Company paid an
obligation of Fidelity and was reimbursed, was entered into for bookkeeping
simplicity. There is no accompanying written agreement between Fidelity and the Company with respect to this arrangement.

During 2001, the Company paid $0.5 million and $5.7 million to two related
parties, Fidelity and Micro General Corporation, Inc., (Micro General) a
majority owned subsidiary of Fidelity, respectively. The amounts paid to
Fidelity were for executive and general management, accounting, legal and
administrative services provided to the Company under an agreement effective
August 1, 2001. Annual fees under the agreement with Fidelity are $1.3 million.
The amounts paid to Micro General were for information technology and business
communication services provided to the Company under an agreement effective
August 2, 2001. The agreements with Fidelity and Micro General are for one and
three year terms respectively. Fees for the services provide in the agreements
are based on estimated time incurred to perform each of the functions and the
estimated personnel costs for the function performed, plus in the case of Micro
General, a profit margin.

The Company also sells certain data and other products and services to
Fidelity. During 2001 these sales amounted to $1.0 million.





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##### Table of Contents



On August 2, 2001, the Company issued to Fidelity 1,614,286 shares of its
Common Stock for all of the outstanding common stock of Risco, Inc.

On August 2, 2001, the Company acquired all the assets and liabilities of
Reez.com., Inc., from Fidelity in exchange for 136,971 shares of its Common
Stock.

Officer and Director Loans

Effective January 30, 2002, Brian F. Hershkowitz, Executive Vice
President, received a loan from the Company in the amount of $105,000. The
loan is due on March 31, 2003 and bears interest at the prime rate plus 2%. The
loan is currently unsecured, but Mr. Hershkowitz is required to provide
sufficient collateral to secure the loan if requested by the Company.





---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

| |  |                                               |  |                                         |  | 
| |  | --------------------------------------------- |  | --------------------------------------- |  | 
| |  | FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.
|
|
|
|
| |  |                                               |  |                                         |  | 
|
|
|
|
| |  | By:                                           |  | /s/            PATRICK F. STONE         |  | 
| |  |                                               |  |                                         |  | 
| |  |                                               |  | Patrick F. StoneChief Executive Officer |  | 

Date: April 29, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

|                                             |  |                                                                    |  |               
|-------------------------------------------- |  | ------------------------------------------------------------------ |  | --------------
|Signature                                    |  | Title                                                              |  | Date          
|                                             |  |                                                                    |  |               
|                                             |  |                                                                    |  |               
|/s/ WILLIAM P. FOLEY, IIWilliam P. Foley, II |  | Chairman of the Board                                              |  | April 29, 2002
|                                            
|/s/ PATRICK F. STONEPatrick F. Stone         |  | Chief Executive Officer and
Director
(Principal Executive Officer) |  | April 29, 2002
|                                            
|/s/ WILLIE D. DAVISWillie D. Davis           |  | Director                                                           |  | April 29, 2002





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##### Table of Contents



|                                         |  |                                                                                                   |  |               
|---------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | --------------
|Signature                                |  | Title                                                                                             |  | Date          
|                                         |  |                                                                                                   |  |               
|                                        
|/s/ RICHARD J. FREEMANRichard J. Freeman |  | Director                                                                                          |  | April 29, 2002
|                                        
|/s/ EARL GALLEGOSEarl Gallegos           |  | Director                                                                                          |  | April 29, 2002
|                                        
|/s/ BRADLEY INMANBradley Inman           |  | Director                                                                                          |  | April 29, 2002
|                                        
|/s/ CARY H. THOMPSONCary H. Thompson     |  | Director                                                                                          |  | April 29, 2002
|                                        
|/s/ NEIL A. JOHNSONNeil A. Johnson       |  | Executive Vice President and
Chief Financial Officer
(Principal Financial
and Accounting Officer) |  | April 29, 2002





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##### Table of Contents



The following
exhibits are hereby added to the Exhibit Index filed as part of the
Form 10-K previously filed.

|        |  |                                                                                                                              
|------- |  | -----------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                              
|Number  |  | Description                                                                                                                  
|        |  |                                                                                                                              
|10.61   |  | Change in control Severance Agreement dated April 20, 2001 by and between Vista
Information Solutions, Inc. and Neil Johnson.
|10.62   |  | Employment Agreement dated June 8, 2001 by and between Fidelity National Financial,
Inc., and Brian Hershkowitz              
|10.63   |  | Executive Employment Agreement dated January 1, 2001 by and between Vista
Information Solutions, Inc., and Howard Latham