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                                                                   EXHIBIT 10.32


                                 FIRST AMENDMENT
                                       TO
                                MASTER AGREEMENT


         This First Amendment To Master Agreement (this "Amendment") dated as of
December 20, 2002, by and among CHOICEPOINT INC., a Georgia corporation, as
Lessee and Guarantor, ATLANTIC FINANCIAL GROUP, LTD., a Texas limited
partnership, as Lessor, and SUNTRUST BANK, a Georgia state banking corporation,
as Agent, and SUNTRUST BANK, FLEET NATIONAL BANK and BNP PARIBAS, as Lenders.

                              W I T N E S S E T H :

         WHEREAS, ChoicePoint, the Lessor, the Agent and the Lenders have
entered into that certain Master Agreement, dated as of August 29, 2001 (the
"Master Agreement") (capitalized terms used herein without definition shall have
the meanings ascribed to them in Appendix A to the Master Agreement); and

         WHEREAS, the initial Credit Agreement has been replaced by a Revolving
Credit Agreement dated as of May 10, 2002 among ChoicePoint, as Borrower, the
Lenders party thereto from time to time, SunTrust Bank, as Administrative Agent,
Wachovia Bank, National Association, as Syndication Agent, and U.S. Bank
National Association and BNP Paribas, as Documentation Agents, and ChoicePoint
has requested that certain changes be made to the financial covenants in the
Master Agreement and related definitions in Appendix A to the Master Agreement
in order that they would be substantially the same as in such replacement Credit
Agreement, and the Lessor, the Agent and the Lenders are willing to so agree,
subject to the terms and conditions hereof; and

         WHEREAS, the Lessee, the Lessor and the Lenders also wish to amend the
Master Agreement to reflect an increase in the Lessor's Invested Amounts;

         NOW, THEREFORE, for and in consideration of the foregoing premises, the
mutual covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which hereby is acknowledged, the
parties hereby agree that the Master Agreement is hereby amended as follows:

         Section 1. Modifications to Master Agreement. The parties hereto amend
the Master Agreement as follows:

         1.1      Section 4.1(w) (Environmental Matters) of the Master Agreement
is hereby amended by deleting the text thereof and substituting therefor the
following:

                  (i)      The Consolidated Companies have received no notices
         of claims or potential liability under, and are in compliance with, all
         applicable Environmental Laws, where such claims and liabilities under,
         and failures to comply with, such statutes, regulations, rules,
         ordinances, laws or licenses, would reasonably be expected to result in
         penalties, fines, claims or other liabilities to the Consolidated
         Companies having a Material Adverse Effect.


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                  (ii)     None of the Consolidated Companies has received any
         notice of violation or notice of any action, either judicial or
         administrative, from any governmental authority (whether United States
         or foreign) relating to the actual or alleged violation of any
         Environmental Law, including, without limitation, any notice of any
         actual or alleged spill, leak, or other release of any Hazardous
         Material by any Consolidated Company or its employees or agents, or as
         to the existence of any contamination on any properties owned by any
         Consolidated Company, where any such violation, spill, leak, release or
         contamination would reasonably be expected to result in penalties,
         fines, claims or other liabilities to the Consolidated Companies having
         a Material Adverse Effect.

                  (iii)    The Consolidated Companies have obtained all
         necessary governmental permits, licenses and approvals which are
         material to the operations conducted on their respective properties,
         including without limitation, all required material permits, licenses
         and approvals for (A) the emission of air pollutants or contaminants,
         (B) the treatment or pretreatment and discharge of waste water or storm
         water, (C) the treatment, storage, disposal or generation of hazardous
         wastes, (D) the withdrawal and usage of ground water or surface water,
         and (E) the disposal of solid wastes.

         1.2      Section 5.1(g)(iii) (No Default/Compliance Certificate) of the
Master Agreement is hereby amended by deleting the reference to "Exhibit E" in
the fourth line thereof and substituting therefor a reference to "Exhibit J".

         1.3      Section 5.1(h)(ii) (Funded Debt to Consolidated EBITDA) of the
Master Agreement is hereby amended by replacing such Section in its entirety
with the following:

                           (ii)     Funded Debt to Consolidated EBITDA. Maintain
         as of the last day of each fiscal quarter, a maximum ratio of Funded
         Debt to Consolidated EBITDA, calculated for the fiscal quarter then
         ended and the immediately preceding three fiscal quarters, of less than
         or equal to 3.0 to 1.0.

         1.4      Section 5.2(a)(xi) (Liens) of the Master Agreement is hereby
amended by deleting the phrase "fifteen percent (15%)" where it appears therein,
and substituting therefor the phrase "ten percent (10%)".

         1.5      Section 5.2(c) (Mergers, Consolidations) of the Master
Agreement is hereby amended by replacing such Section in its entirety with the
following:

                  (C)      MERGERS, CONSOLIDATIONS. Merge or consolidate with
         any other Person, except that the foregoing restrictions shall not be
         applicable to:

                  (a)      mergers or consolidations of (x) any Subsidiary with
                  any other Subsidiary or (y) any Subsidiary with ChoicePoint;
                  or

                  (b)      mergers or consolidations in which any Person engaged
                  in businesses in which ChoicePoint is engaged as of the
                  Closing Date or substantially related thereto merges or
                  consolidates with ChoicePoint or any of its


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                  Subsidiaries where the surviving corporation is ChoicePoint or
                  such Subsidiary; or

                  (c)      the merger of ChoicePoint Capital Corporation into
                  ChoicePoint Capital, Inc.;

         provided that before and after giving effect to any such merger or
         consolidations and any Funded Debt incurred by ChoicePoint or such
         Subsidiary in connection with such merger or consolidation, (x)
         ChoicePoint is and will be in compliance with Section 5.1(h) hereof and
         if the consideration paid by ChoicePoint or such Subsidiary in
         connection with such merger or consolidation is greater than
         $100,000,000, ChoicePoint has delivered pro forma financial covenants
         calculations demonstrating such compliance, in such detail and using
         such form of presentation of historical and forecasted financial
         information as may be satisfactory to the Agent with copies provided to
         each Funding Party (based on the projected Fixed Charges or Funded
         Debt, as the case may be, for the immediately succeeding four fiscal
         quarters (including Fixed Charges incurred as a result of the
         incurrence of any such Funded Debt) and the historical Consolidated
         EBIT (including the Consolidated EBIT of such Person)); and (y) no
         other Default exists;

         1.6      Section 5.2(e) (Investments, Loans, Etc.) of the Master
Agreement is hereby amended by replacing Section 5.2(e)(i) and (ii) in its
entirety with the following:

                  (i)      Investments in the stock of Subsidiaries of
         ChoicePoint and Receivables Subsidiaries existing as of the First
         Amendment Date or existing as Subsidiaries of ChoicePoint immediately
         prior to the making of such Investment, and Investments in the form of
         loans and advances by ChoicePoint to any Subsidiary;

                  (ii)     Investments in the stock or other assets of any other
         Person that is engaged in a business permitted by Section 5.2(j)
         hereof; provided, that after giving effect to such Investment and any
         Funded Debt incurred by ChoicePoint or such Subsidiary in connection
         with making such Investment, (x) ChoicePoint is and will be in
         compliance with Section 5.1(h) hereof and if the Investment is greater
         than $100,000,000, ChoicePoint has delivered pro forma financial
         covenants calculations demonstrating such compliance, in such detail
         and using such form of presentation of historical and forecasted
         financial information as may be satisfactory to the Agent; (y) no other
         Default exists (based on the projected Fixed Charges or Funded Debt, as
         the case may be, for the immediately succeeding four fiscal quarters
         (including Fixed Charges incurred a result of the incurrence of any
         such Funded Debt) and the historical Consolidated EBIT (including the
         Consolidated EBIT of such Person)); and (z) as a result of such
         Investment, such Person becomes a Subsidiary of ChoicePoint.


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         1.7      Section 5.2 (Negative Covenants) of the Master Agreement is
hereby amended by adding the following new paragraphs at the end thereof;

         (m)      Sale and Leaseback Transactions. Sell or transfer any
property, real or personal, whether now owned or hereafter acquired, and
thereafter rent or lease such property or other property which any Consolidated
Company intends to use for substantially the same purpose as the property being
sold or transferred.

         (n)      Actions under Certain Documents. Without the prior written
consent of the Agent and the Required Funding Parties, modify, amend or
supplement the Asset Securitization Agreements to (i) increase the program limit
amount in excess of $175,000,000, (ii) modify any requirement of prepayment or
repayment thereunder which would shorten the final maturity or average life of
the Indebtedness outstanding thereunder or make the requirement of prepayment
more onerous, or (iii) make any covenant or event of default contained therein
more restrictive as to ChoicePoint and its Subsidiaries than the provisions of
this Master Agreement.

         (o)      Amendments; Payments and Prepayments of Subordinated Debt.
Amend or modify (or permit the modification or amendment of) any of the terms or
provisions of any subordinated debt of ChoicePoint or any of its Material
Subsidiaries, or cancel or forgive, make any voluntary or optional payment or
prepayment on, or redeem or acquire for value (including, without limitation, by
way of depositing with any trustee with respect thereto money or securities
before due for the purpose of paying when due) any subordinated debt of
ChoicePoint or any of its Material Subsidiaries.

         1.8      Appendix A to the Master Agreement is hereby amended by adding
the following definitions of "Bond Obligations", "First Amendment Date", "Lease
Documents" and Lease Obligations" in the appropriate alphabetical order:

                  "BOND OBLIGATIONS" means all obligations of the Consolidated
         Companies arising under or pursuant to that certain Lease Agreement
         (the "Equipment Lease") dated as of December 1, 2001, by and between
         Development Authority of Fulton County, as lessor of certain equipment
         described therein (the "Development Authority"), and ChoicePoint, as
         lessee of such equipment, and all other instruments, documents, and
         agreements relating to such lease or that certain $30,000,000
         Development Authority of Fulton County Taxable Industrial Development
         Revenue Bond (ChoicePoint Inc. Project), Equipment Series (the "Bond"),
         including, without limitation, that certain Bond Guaranty Agreement
         dated as of December 31, 2001, issued by ChoicePoint, in its capacity
         as guarantor (in such capacity, the "Bond Guarantor") in favor of
         ChoicePoint, in its capacity as purchaser of the Bond (the "Bond
         Purchaser") pursuant to which the Bond Guarantor unconditionally
         guaranteed payment and performance of the debt service on the Bond for
         the benefit of the Bond Purchaser (the Bond Purchaser having financed
         the acquisition by the Development Authority of the equipment which was
         leased to ChoicePoint), and, since ChoicePoint is the lessee, the Bond
         Purchaser and the Bond Guarantor, the Bond Obligations are not required
         to be classified as a liability of ChoicePoint in accordance with GAAP.


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                  "FIRST AMENDMENT DATE" shall mean December 20, 2002.

                  "LEASE DOCUMENTS" shall mean, collectively, (i) the Operative
         Documents, (ii) the Existing Lease and the "Operative Documents" as
         defined therein, (iii) a contemplated transaction by and among
         Development Authority of Fulton County, ChoicePoint, and Lessor,
         wherein, in connection with a contemplated Development Authority of
         Fulton County Taxable Industrial Development Revenue Bond (ChoicePoint
         Inc. Project), Building Series, which bond is currently contemplated to
         be in a principal amount of approximately $52,200,000, the Leased
         Property located in Alpharetta, Georgia will be transferred by Lessor
         to the Development Authority of Fulton County, leased back by Lessor
         and subleased by ChoicePoint from Lessor pursuant to the Lease and (iv)
         all other documents, instruments and agreements executed in connection
         therewith.

                  "LEASE OBLIGATIONS" shall mean the obligations of ChoicePoint
         under the Lease Documents in an aggregate amount not to exceed
         $77,000,000, as such amount may be increased with the consent of the
         Funding Parties and in accordance with Section 7.12 of the Credit
         Agreement.

         1.9      Appendix A to the Master Agreement is further hereby amended
by replacing the definitions of "Asset Securitization", "Credit Agreement,"
"Funded Debt" and "Indebtedness" in their entirety with the following:

                  "ASSET SECURITIZATION" means the asset securitization program
         entered into by the Receivable Subsidiaries and Three Pillars Funding
         Corporation.

                  "CREDIT AGREEMENT" means the Revolving Credit Agreement, dated
         as of May 10, 2002 among ChoicePoint, as Borrower, the Lenders party
         thereto from time to time, SunTrust Bank, as Administrative Agent,
         Wachovia Bank, National Association, as Syndication Agent, and U.S.
         Bank National Association and BNP Paribas, as Documentation Agents.

                  "FUNDED DEBT" means all Indebtedness for money borrowed,
         Indebtedness evidenced or secured by purchase money Liens, capitalized
         leases, outstandings under asset securitization vehicles, conditional
         sales contracts and similar title retention debt instruments, including
         any current maturities of the foregoing, which by its terms matures
         less than one year from the date of any calculation thereof or which is
         renewable or extendable at the option of the obligor to a date beyond
         one year from such date. The calculation of Funded Debt shall include
         (i) all Funded Debt of the Consolidated Companies and the Receivables
         Subsidiaries, plus (ii) all Funded Debt of other Persons to the extent
         guaranteed by a Consolidated Company or a Receivables Subsidiary, to
         the extent supported by a letter of credit issued for the account of a
         Consolidated Company or a Receivables Subsidiary, or as to which and to
         the extent to which a Consolidated Company or a Receivables Subsidiary
         or their respective assets otherwise have become liable for payment
         thereof, plus (iii) the redemption


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         amount with respect to the stock of ChoicePoint required to be redeemed
         during the next succeeding twelve months at the option of the holder or
         its Subsidiaries. Notwithstanding the foregoing, "Funded Debt" shall
         exclude (x) the Lease Obligations in an amount not to exceed
         $77,000,000 (but Lease Obligations in excess of $77,000,000 shall be
         included in "Funded Debt"), and (y) all operating lease obligations.

                  "INDEBTEDNESS" of any Person means, without duplication (i)
         all obligations of such Person which in accordance with GAAP would be
         shown on the balance sheet of such Person as a liability (including,
         without limitation, obligations for borrowed money and for the deferred
         purchase price of property or services, and obligations evidenced by
         bonds, debentures, notes or other similar instruments); (ii) all rental
         obligations under leases required to be capitalized under GAAP; (iii)
         all Guaranties of such Person; (iv) all obligations, contingent or
         otherwise, of such Person relative to the face amount of letters of
         credit, whether or not drawn, including, without limitation (but
         without duplication), any Reimbursement Obligations (as defined in the
         Credit Agreement), and banker's acceptances issued for the account of
         such Person; (v) Indebtedness of others secured by any Lien upon
         property owned by such Person, whether or not assumed; (vi) obligations
         or other liabilities under currency contracts, interest rate hedging
         contracts, or similar agreements or combinations thereof to the extent
         required to be disclosed in such Person's financial statements in
         accordance with GAAP and (vii) the Lease Obligations. Notwithstanding
         the foregoing, "Indebtedness" shall exclude the Bond Obligations to the
         extent not required to be classified as a liability in accordance with
         GAAP.

         1.10     Exhibit J attached hereto is hereby added as Exhibit J
(Compliance Certificate) to the Master Agreement.

         Section 2. Commitments. Schedule 2.2 to the Master Agreement is hereby
deleted in its entirety, and Schedule 2.2 attached hereto is hereby substituted
therefor.

         Section 2.2(b) of the Master Agreement is hereby amended by deleting
the number "3.5%" where it appears therein, and substituting therefor the number
"5.0%".

         On such date as shall mutually be agreed to by ChoicePoint and the
Agent, Lessor shall make a payment to the Agent, for the benefit of the Lenders,
in an amount such that, after giving effect to such payment, the Lessor's
Commitment shall have been fully funded and the outstanding A Loans and B Loans
of each Lender shall be as set forth on Schedule 2.2 and any further fundings of
Funded Amounts shall be made by the Lenders pro rata in proportion to their
respective unused Commitments.

         Section 3. Representations and Warranties. ChoicePoint represents and
warrants to each of the other parties hereto that each of the representations
and warranties of ChoicePoint contained in the Master Agreement and in each
other Operative Document is true and correct in all material respects on the
Effective Date, with the same effect as though made on and as of the Effective
Date and, for purposes of this Section, all references in such representations
and


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warranties to the "Operative Documents" shall be deemed to include this
Amendment (except to the extent such representations and warranties expressly
refer to an earlier date, in which case they shall be true and correct as of
such earlier date).

         Section 4. Effectiveness. Subject to the execution and delivery of this
Amendment by all parties hereto, this Amendment shall be deemed effective on the
date set forth in the preamble to this Amendment (the "Effective Date").

         Section 5. GOVERNING LAW. THIS AMENDMENT HAS BEEN DELIVERED IN, AND
SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF GEORGIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE.

         Section 6. References. All references to the words "Master Agreement"
shall hereinafter refer to the Master Agreement as amended by this Amendment.

         Section 7. Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each
executed counterpart constituting an original but all together one agreement.

                         (signatures on following page)


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        IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Master Agreement to be duly executed by their respective officers thereunto
duly authorized as of the date and year first above written.

                             CHOICEPOINT INC.,
                             as Lessee and Guarantor


                             By:  /s/ David E. Trine
                                  Name Printed:  David E. Trine
                                  Title:  Treasurer


                             Attest:  /s/ Mary M. Young
                                  Name Printed:  Mary M. Young
                                  Title:  Assistant Corporate Secretary


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                             ATLANTIC FINANCIAL GROUP, LTD, as Lessor


                             By:      Atlantic Financial Managers, Inc., its
                                      General Partner

                                      By: /s/ Stephen Brookshire
                                        Name Printed:  Stephen Brookshire
                                        Title:  President


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                             SUNTRUST BANK, as Agent and a Lender


                             By:  /s/  Daniel S. Komitor
                                  Name Printed: Daniel S. Komitor
                                  Title:  Director



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                             FLEET NATIONAL BANK, as a Lender


                             By: /s/ John B. Desmond
                                  Name Printed: John B. Desmond
                                  Title: Director


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                             BNP PARIBAS, as a Lender


                             By:  /s/ John Stacy
                                  Name Printed:  John Stacy
                                  Title:  Managing Director



                             By:  /s/ Lloyd  G. Cox
                                  Name Printed: Lloyd G. Cox
                                  Title:  Managing Director


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