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                                                                   EXHIBIT 10.31

Prepared by and after recording,
return to:

Rex A. Palmer, Esq.
Mayer, Brown & Platt
190 S. LaSalle Street
Chicago, IL 60603

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

                 GEORGIA LEASE SUPPLEMENT NO. ONE AND SHORT FORM

         THIS GEORGIA LEASE SUPPLEMENT NO. ONE (this "Lease Supplement") dated
as of July 31, 1997 between SUNTRUST BANKS, INC., with an address at 25 Park
Place, Atlanta, Georgia 30303, as the lessor (the "Lessor"), and CHOICEPOINT
INC., with an address of 1000 Alderman Drive, Alpharetta, Georgia 30005, a
Georgia corporation, as lessee (the "Lessee").

         WHEREAS Lessor is the owner of the Land described on Schedule I hereto
and wishes to lease the Land together with any Building and other improvements
thereon or which thereafter may be constructed thereon pursuant to the Lease to
Lessee;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         SECTION 1. Definitions; Interpretation. For purposes of this Lease
Supplement, capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in Appendix A to the Lease Agreement, dated
as of July 31, 1997, between Lessee and Lessor; and the rules of interpretation
set forth in Appendix A to the Lease shall apply to this Lease Supplement.

TO THE EXTENT THIS LEASE SUPPLEMENT AND THE LEASE ARE A DEED TO SECURE DEBT AND
SECURITY AGREEMENT, THIS INSTRUMENT IS A "CONSTRUCTION MORTGAGE" AS THAT TERM IS
DEFINED IN O.C.G.A. ss. 11- 9-313(1)(c).


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         SECTION 2. The Properties. Attached hereto as Schedule I is the
description of certain Land (the "Subject Property"). Effective upon the
execution and delivery of this Lease Supplement by Lessor and Lessee, such Land,
together with any Building and other improvements thereon or which thereafter
may be constructed thereon pursuant to the Lease shall be subject to the terms
and provisions of the Lease and Lessor hereby demises, leases, grants, conveys,
transfers and assigns the Subject Property to Lessee to the extent of those
interests, rights, titles, estates, powers and privileges provided for in the
Lease, the provisions of which are incorporated herein by this reference. The
Subject Property does not include any inventory of Lessee held by Lessee for
resale or rental.

         SECTION 3. Amendments to Lease with Respect to Subject Property.
Effective upon the execution and delivery of this Lease Supplement by Lessor and
Lessee, the following terms and provisions shall apply to the Lease with respect
to the Subject Property:

                  3.1 ARTICLE IV of the Lease is hereby amended to include the
         following to the extent the Lease and the Lease Supplement are a deed
         to secure debt and security agreement creating for Lessor and any
         successor thereto title and a security interest and security title in
         the Subject Property: LESSEE HEREBY EXPRESSLY WAIVES ANY RIGHT LESSEE
         MAY HAVE UNDER THE CONSTITUTION OF THE STATE OF GEORGIA OR THE
         CONSTITUTION OF THE UNITED STATES OF AMERICA TO NOTICE EXCEPT AS MAY BE
         EXPRESSLY PROVIDED FOR IN THE OPERATIVE DOCUMENTS OR TO A JUDICIAL
         HEARING PRIOR TO THE EXERCISE OF ANY RIGHT OR REMEDY PROVIDED TO LESSOR
         BY THIS LEASE AND LEASE SUPPLEMENT, AND WAIVES LESSEE'S RIGHTS, IF ANY,
         TO SET ASIDE OR INVALIDATE ANY SALE UNDER POWER DULY CONSUMMATED IN
         ACCORDANCE WITH THE PROVISIONS OF THIS LEASE AND LEASE SUPPLEMENT ON
         THE GROUND (IF SUCH BE THE CASE) THAT THE SALE WAS CONSUMMATED WITHOUT
         PRIOR NOTICE EXCEPT AS MAY BE EXPRESSLY PROVIDED FOR IN THE OPERATIVE
         DOCUMENTS OR JUDICIAL HEARING OR BOTH. LESSEE FURTHER HEREBY EXPRESSLY
         WAIVES ALL HOMESTEAD EXEMPTION RIGHTS, IF ANY, WHICH LESSEE OR LESSEE'S
         FAMILY MAY HAVE PURSUANT TO THE CONSTITUTION OF THE UNITED STATES, THE
         STATE OF GEORGIA OR ANY OTHER STATE OF THE UNITED STATES, IN AND TO THE
         PREMISES AS AGAINST THE COLLECTION OF THE INDEBTEDNESS, OR ANY PART
         THEREOF. ALL WAIVERS BY LESSEE IN THIS PARAGRAPH HAVE BEEN MADE
         VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY BY LESSEE, AFTER LESSEE HAS
         BEEN AFFORDED AN OPPORTUNITY TO BE INFORMED BY COUNSEL OF LESSEE'S
         CHOICE AS TO POSSIBLE ALTERNATIVE RIGHTS. LESSEE'S EXECUTION OF THIS
         LEASE AND LEASE SUPPLEMENT SHALL BE CONCLUSIVE EVIDENCE OF THE WAIVER
         AND


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         THAT SUCH WAIVER HAS BEEN VOLUNTARILY, INTELLIGENTLY AND KNOWINGLY
         MADE.

                  3.2 ARTICLE XI of the Lease is hereby deleted in its entirety
         and inserted in lieu thereof is the following:

                  Lessor and Lessee intend that the Lease and this Lease
                  Supplement be treated, for accounting purposes, as an
                  operating lease creating a leasehold estate, and not merely a
                  usufruct. For all other purposes, Lessee and Lessor intend
                  that the transaction represented by this Lease be treated as a
                  financing transaction; for such purposes, it is the intention
                  of the parties hereto (i) that this Lease be treated as a deed
                  to secure debt and security agreement, creating for Lessor and
                  any successor thereto legal title to a portion of the Subject
                  Property constituting real property pursuant to the laws of
                  the State of Georgia governing deeds to secure debt and a
                  present and continuing security interest and security title in
                  the portion of the Subject Property constituting personal
                  property or fixtures, and not as a mortgage, (ii) that Lessor
                  shall have, as a result of such determination, all of the
                  rights, powers and remedies of the holder of a deed to secure
                  debt available under Applicable Law to take possession of and
                  sell (whether by foreclosure or otherwise) the Subject
                  Property, (iii) that the effective date of such deed to secure
                  debt shall be the effective date of this Lease, (iv) that the
                  recording of this Lease or a Lease Supplement shall be deemed
                  to be the recording of such deed to secure debt, (v) that for
                  such purposes the Lessee hereby GRANTS, BARGAINS, SELLS,
                  CONVEYS, AND TRANSFERS, the Subject Property to the Lessor,
                  and (vi) that such deed to secure debt shall secure payment
                  and performance of: (a) the Lease and the other Operative
                  Documents and all of the other Obligations (collectively, the
                  "Lessee Liabilities"), together with any and all renewals
                  and/or extensions of the Lessee Liabilities, bearing interest
                  and default interest and payable as therein provided in
                  installments, the final installment of which is due and
                  payable on July 31, 2007, if not sooner paid or accelerated;
                  provided, however, that notwithstanding anything herein to the
                  contrary, the maximum principal amount of the Lessee
                  Liabilities secured hereby at any one time shall not exceed
                  Twenty-Two Million


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                  Dollars ($22,000,000), plus all costs of enforcement and
                  collection of this Lease and the other Operative Documents as
                  provided for pursuant to such documents; (b) any and all
                  additional advances made by Lessor to protect or preserve the
                  Subject Property or the lien hereof on the Subject Property,
                  or for taxes, assessments or insurance premiums as hereinafter
                  provided (whether or not the original Lessee remains the owner
                  of the Subject Property at the time of such advances); and (c)
                  any and all other indebtedness, however incurred, which may
                  now or hereafter be due and owing from Lessee to Lessor, now
                  existing or hereafter coming into existence, however, and
                  whenever incurred or evidenced, whether express or implied,
                  direct or indirect, absolute or contingent, or due or to
                  become due, and all renewals, modifications, consolidations
                  and extensions thereof.

                  3.3 "Reasonable fees of attorneys" and similar terms as used
         in the Lease shall mean reasonable fees of attorneys actually incurred
         without regard for any statutory presumption."

                  3.4 Section 13.1(c) of the Lease is hereby deleted in its
         entirety and inserted in lieu thereof is the following:

                  (c) To the extent the Lease and the Lease Supplement are a
                  deed to secure debt and security agreement creating for Lessor
                  and any successor thereto title and a security interest and
                  security title in the Subject Property, Lessor may, at its
                  option and election and without notice to Lessee, do any one
                  or more of the following:

                                    (i)  Acceleration of Lessee Liabilities.
                           Lessor may immediately declare all or any portion of
                           the Lessee Liabilities to be immediately due and
                           payable, whereupon the same shall be and shall become
                           due and payable forthwith without presentment,
                           demand, protest or notice of any kind, all of which
                           are expressly waived by Lessee.

                                    (ii) Entry and Possession. Lessor may enter
                           upon the Subject Property or any part thereof and
                           take possession thereof, excluding therefrom Lessee
                           and all Lessors, employees and representatives of
                           Lessee; employ a manager of the Subject Property or
                           any part thereof; hold, store, use, operate, manage,
                           control, maintain and lease


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                           the Subject Property or any part thereof; conduct
                           business thereon; make all necessary and appropriate
                           repairs, renewals and replacements; insure or keep
                           the Subject Property insured; and carry out or enter
                           into agreements of any kind with respect to the
                           Subject Property.

                                    (iii) Collection of Rent. Lessor may collect
                           and receive all Rent, and apply the same to the
                           Lessee Liabilities, after deducting therefrom all
                           costs, charges and expenses of taking, holding,
                           managing and operating the Subject Property,
                           including the reasonable fees and expenses of
                           Lessor's attorneys and Lessors actually incurred
                           without regard for any statutory presumption.

                                    (iv) Payments. Lessor may pay any sum or
                           sums deemed necessary or appropriate by Lessor to
                           protect the Subject Property or any part thereof or
                           Lessor's interest therein.

                                    (v) Other Remedies. Lessor may exercise all
                           rights and remedies contained in any other
                           instrument, document, agreement or other writing now
                           or hereafter evidencing or securing the Lessee
                           Liabilities or any part thereof, or heretofore,
                           concurrently herewith or in the future executed by
                           Lessee in favor of Lessor in connection with any
                           transaction resulting in the Lessee Liabilities or
                           any part thereof.

                                    (vi) Appointment of Receiver. Lessor may
                           make application to any court and be entitled to the
                           appointment of a receiver to take charge of the
                           Subject Property or any part thereof without alleging
                           or proving, or having any consideration given to, the
                           insolvency of Lessee, the value of the Subject
                           Property as security for the Lessee Liabilities or
                           any other matter usually incident to the appointment
                           of a receiver.

                                    (vii)  UCC Remedies.  With respect to the
                           personal property and fixtures in which a security
                           interest is herein granted, at Lessor's option,
                           Lessor may exercise any or all of the rights
                           accruing to a secured party under this instrument,
                           the Uniform Commercial Code (O.C.G.A. ss.ss. 11-9-101
                           et seq.) and any other applicable law.  Lessee
                           shall, if Lessor requests, assemble all such
                           personal property and make it available to Lessor


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                           at a place or places, to be designated by Lessor,
                           which shall be reasonably convenient to Lessee and
                           Lessor. Any notice required to be given by Lessor of
                           a public or private sale, lease or other disposition
                           of the personal property or any other intended action
                           by Lessor shall be addressed to the Lessee at the
                           address set forth in Schedule 8.2, attached hereto
                           and by this reference made a part hereof, or such
                           other address as the Lessee shall specify to the
                           Lessor and shall be deemed to have been given (i) the
                           Business Day after being sent, if sent by overnight
                           courier service; (ii) the Business Day received, if
                           sent by messenger; (iii) the day sent, if sent by
                           facsimile and confirmed electronically or otherwise
                           during business hours of a Business Day (or on the
                           next Business Day if otherwise sent by facsimile and
                           confirmed electronically or otherwise); or (iv) three
                           Business Days after being sent, if sent by registered
                           or certified mail, postage prepaid. Such notice shall
                           be provided to Lessee, at least five (5) business
                           days prior to such proposed action, and if so given
                           shall constitute reasonable and fair notice to Lessee
                           of any such action.

                                    (viii) Power of Sale. Lessor may sell the
                           Subject Property, or any part or parcel thereof or
                           any interest of Lessee therein separately, at
                           Lessor's discretion, with or without taking
                           possession thereof, at a public sale or public sales
                           before the courthouse door of the county in which the
                           Subject Property or any part thereof is located, to
                           the highest bidder for cash, after first giving
                           notice of the time, place and terms of such sale or
                           sales by advertisement published once a week for four
                           weeks (without any regard for the number of days
                           between the date the first such notice is published
                           and the date on which any such sale commences) in the
                           newspaper in which advertisements of sheriff's sales
                           are published in such county. Such advertisement so
                           published shall be notice to Lessee, and Lessee
                           hereby expressly waives all other notices. Lessor may
                           bid and purchase at any such sale, and Lessor, as
                           Lessor and attorney-in-fact for Lessee and in
                           Lessee's name, may execute and deliver to the
                           purchaser or purchasers at any such sale a sufficient
                           conveyance of the Subject Property, or the part or
                           parcel thereof or the interest therein which is sold.
                           Lessor's conveyance may contain


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                           recitals as to the occurrence of any event of default
                           under this Security Deed, and such recitals shall be
                           presumptive evidence that all preliminary acts
                           prerequisite to any such sale and conveyance were in
                           all respects duly complied with. The recitals made by
                           Lessor shall be binding and conclusive upon Lessee,
                           and the sale and conveyance made by Lessor shall
                           divest Lessee of all right, title, interest and
                           equity that Lessee may have or have had in, to and
                           under the Subject Property, or the part or parcel
                           thereof or the interest therein which is sold, and
                           shall vest the same in the purchaser or purchasers at
                           such sale or sales. Lessor may hold one or more sales
                           hereunder until the Lessee Liabilities have been
                           satisfied in full. Lessee hereby constitutes and
                           appoints Lessor as Lessee's agent and
                           attorney-in-fact to make such sale or sales, to
                           execute and deliver such conveyance or conveyances,
                           and to make such recitals, and Lessee hereby ratifies
                           and confirms all of the acts and doings of Lessor as
                           Lessee's agent and attorney-in-fact hereunder.
                           Lessor's agency and power as attorney-in-fact
                           hereunder are coupled with an interest, cannot be
                           revoked by bankruptcy, insolvency, incompetency,
                           death, dissolution or otherwise, and shall not be
                           exhausted until the Lessee Liabilities have been
                           satisfied in full. The proceeds of each sale by
                           Lessor hereunder shall be applied first to the costs
                           and expenses of the sale and of all proceedings in
                           connection therewith (including without limitation
                           the reasonable fees and expenses of Lessor's
                           attorneys actually incurred in connection therewith
                           without regard for any statutory presumption), then
                           to the payment of the balance of the Lessee
                           Liabilities, and the remainder, if any, shall be paid
                           to Lessee or to the parties entitled thereto by law.
                           If the proceeds of any sale are not sufficient to pay
                           the Lessee Liabilities in full, Lessor shall
                           determine, at Lessor's option and in Lessor's
                           discretion, the portions of the Lessee Liabilities to
                           which the proceeds (after deducting therefrom the
                           costs and expenses of the sale and all proceedings in
                           connection therewith) shall be applied and in what
                           order the proceeds shall be so applied. Lessee
                           covenants and agrees that, in the event of any sale
                           pursuant to the agency and power herein granted,
                           Lessee shall be and become a tenant holding over and
                           shall deliver possession of the Subject Property, or
                           the part thereof or


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                       interest therein sold, to the purchaser or purchasers
                       at the sale or be summarily dispossessed in accordance
                       with the provisions of law applicable to tenants holding
                       over.

                  3.5. Lessee represents and warrants Lessor that neither all of
         the Subject Property nor any part thereof is to be used as a dwelling
         place by Lessee at the time this Lease Supplement is entered into and,
         accordingly, the notice requirements of O.C.G.A. ss. 44-14-162.2 shall
         not be applicable to any exercise of the power of sale contained in
         this Lease Supplement.

                  3.6. The interest of Lessor under this Lease Supplement and
         the liability and obligation of Lessee for the payment of the Lessee
         Liabilities arise from a "commercial transaction" within the meaning of
         O.C.G.A. ss. 44-14-260(1). Accordingly, pursuant to O.C.G.A. ss.
         44-14-263, Lessee waives any and all rights which Lessee may have to
         notice prior to seizure by Lessor of any interest in personal property
         of Lessee which constitutes part of the Subject Property, whether such
         seizure is by writ of possession or otherwise.

                  3.7. To the extent the Lease and the Lease Supplement are a
         deed to secure debt and security agreement creating for Lessor and any
         successor thereto title and a security interest and security title in
         the Subject Property, Lessee warrants that Lessee has good and
         marketable fee simple title to the Subject Property, that Lessee is
         lawfully seized and possessed of the Subject Property, that Lessee has
         the right to convey the Subject Property, that the Subject Property is
         unencumbered except for those matters expressly set forth in Exhibit
         "B" attached hereto and by this reference made a part hereof, and that
         Lessee shall forever warrant and defend the title to the Subject
         Property, against the claims of all persons whomsoever.

                  3.8 To the extent the Lease and this Lease Supplement are a
         deed to secure debt and security agreement, then should the
         indebtedness secured by such deed to secure debt be paid according to
         the tenor and effect thereof when the same shall become due and
         payable, and should Lessee perform all covenants contained in such deed
         to secure debt in a timely manner, then the deed to secure debt shall
         be cancelled and surrendered.

         SECTION 4.  Ratification; Incorporation.  Except as specifically
modified hereby, the terms and provisions of the Lease are hereby ratified and
confirmed and remain in full force and effect.  The terms of the Lease (as
amended by this Lease


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Supplement) are by this reference incorporated herein and made a part hereof.

         SECTION 5. Original Lease Supplement. The single executed original of
this Lease Supplement marked "THIS COUNTERPART IS THE ORIGINAL EXECUTED
COUNTERPART" and containing the receipt of the Agent therefor on or following
the signature page thereof shall be the original executed counterpart of this
Lease Supplement (the "Original Executed Counterpart"). To the extent that this
Lease Supplement constitutes chattel paper, as such term is defined in the
Uniform Commercial Code as in effect in any applicable jurisdiction, no security
interest in this Lease Supplement may be created through the transfer or
possession of any counterpart other than the Original Executed Counterpart.

         SECTION 6.  GOVERNING LAW.  THIS LEASE SUPPLEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF GEORGIA.

         SECTION 7.  Counterpart Execution.  This Lease Supplement may be
executed in any number of counterparts and by each of the parties hereto in
separate counterparts, all such counterparts together constituting but one and
the same instrument.


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         IN WITNESS WHEREOF, each of the parties hereto has caused this Lease
Supplement to be duly executed by an officer thereunto duly authorized as of the
date and year first above written.

Signed, sealed and delivered              SUNTRUST BANKS, INC., as the
before me this 28th day of                  Lessor
July, 1997.

                                          By /s/ W. P. O'Halloran
                                            -----------------------------------
/s/ R. Todd Shutley                         Name: William P. O'Halloran
--------------------------------                  -----------------------------
Unofficial Witness                          Title:  SVP & Controller
                                                  -----------------------------
/s/ Cheryl T. Lee
--------------------------------
Notary Public

[NOTARIAL SEAL]

My Commission Expires:

     1-30-2000
---------------------
  LEASE AGREEMENT


                                     S-1





<PAGE>
Signed, sealed and delivered                   CHOICEPOINT INC., as the
before me this 28th day of                       Lessee
July, 1997.


                                               By:/s/ Doug C. Curling
                                                  ------------------------------
/s/ Kathleen J. Watkins                        Name: Doug C. Curling
-----------------------------------                  ---------------------------
Unofficial Witness                               Title: Executive Vice President
                                                        ------------------------
                                                        Chief Financial Officer
                                                        ------------------------
/s/ Laura K. Peterson
-----------------------------------
Notary Public


[NOTARIAL SEAL]

My Commission Expires:
Notary Public Cobb County, Georgia
My Commission Expires June 24, 2000
-----------------------------------


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