STOCKHOLDERS AGREEMENT



     This Stockholders Agreement (this "Agreement") is made as of the 7th day of

September,  2000,  by and among US Search.com, Inc., a Delaware corporation (the

"Company"),  The  Kushner-Locke Company, a California corporation (together with

any  of  its affiliates who currently own shares of Common Stock of the Company,

"KL"),  Pequot  Private Equity Fund II, L.P., a Delaware limited partnership and

(together  with  its  Affiliates  (as  defined  herein)  the  "Purchasers").

                                   WITNESSETH



     WHEREAS,  the  Purchasers have entered into a Stock Purchase Agreement (the

"USS  Stock  Purchase  Agreement")  with  the  Company  dated September 7, 2000,

pursuant to which the Purchasers are making a significant equity contribution to

the  Company  by, among other things, purchasing 100,000 shares of the Company's

Series  A Convertible Preferred Stock (the "Series A Preferred"), and may in the

future  acquire  up  to  an additional 175,000 shares of the Series A Preferred;

     WHEREAS,  the Purchasers have also entered into that certain Stock Purchase

Agreement  (the  "KL  Purchase  Agreement")  and  that  Right  of  First Refusal

Agreement (the "KL Right of First Refusal Agreement") with KL, both of which are

dated  as  of  September  7, 2000, whereby, among other things, KL has agreed to

sell  to the Purchasers 3,500,000 shares of voting Common Stock, par value $.001

per  share,  of  the  Company  (the  "Common  Stock").

WHEREAS,  the Certificate of Designations contemplated by the USS Stock Purchase

Agreement (the "Certificate of Designations") grants the right to the Purchasers

to  collectively  nominate two persons for election to the Board of Directors of

the  Company,  and  the  Purchasers seek reasonable assurance that such nominees

will  be  appointed  and  elected to the Board of Directors of the Company after

nomination  by  the  Purchasers.

     WHEREAS,  the  parties hereto wish to set forth additional agreements among

them  relating  to  the  size  and  composition of the Board of Directors of the

Company,  as  well  as  certain  amendments  to  the  Company's  certificate  of

incorporation (the "Certificate of Incorporation"), exclusive of the Certificate

of  Designations  (the  "Charter")  and  bylaws  (the  "Bylaws").

     WHEREAS,  KL  owns  and  has  voting  power  over  a  substantial number of

additional  shares  of  Common  Stock.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and

undertakings  of  the  parties,  and  intending  to be legally bound hereby, the

parties  hereby  agree  as  follows:

1.     DEFINITIONS.  For  the purposes of this Agreement, the terms listed below

shall  be  defined  as  follows:

(a)     "Affiliate" means, with respect to any person, any person that, directly

     or  indirectly,  controls, is controlled by or is under common control with

such  person.  For  the  purposes of this definition, "control" (including, with

correlative  meanings,  the  terms  "controlled  by"  and  "under common control

with"),  as used with respect to any person, shall mean the possession, directly

or  indirectly,  of the power to direct or cause the direction of the management

and  policies of such person, whether through the ownership of voting securities

or  by  contract or otherwise.  Without limiting the foregoing, the ownership by

any  person  of  50%  or  more of the outstanding voting securities of any other

person  shall  be  deemed  to  be  "control" for the purposes of this Agreement.

(b)     "Board"  means  the  Board  of  Directors  of  the  Company.

(c)     "Permitted  Transferee"  means any Affiliate of the Purchasers or KL who

receives  Voting  Shares  by  way  of  purchase, transfer or assignment from the

Purchasers  or  KL.

(d)     "Stockholder" means any Person that owns any capital stock of the

Company and is a party to this Agreement, including, without limitation, KL, the

Purchasers and any of their respective transferees who become parties to this

Agreement.

(e)     "Voting Shares" means with respect to any party, any Common Stock, any

Series A Preferred and any other shares of capital stock or other equity

security owned by such party at the applicable time; or with respect to which

such party has the power or authority to vote.

     Capitalized  terms  used  and not otherwise defined in this Agreement shall

have  the  meanings  assigned  to  them  in  the  USS  Stock Purchase Agreement.

2.     ELECTION  OF  DIRECTORS  AND  BOARD  REPRESENTATION.

(a)     Pursuant  to  the  Bylaws  of  the  Corporation, the number of directors

comprising  the  Board  is fixed by resolution of the Board at seven (7) and the

affirmative  vote required for action by the Board is fixed at a majority of the

members  of  the  Board.  The  Stockholders  shall  vote their respective Voting

Shares and take all other actions reasonably necessary to maintain the number of

     members  of the Board at seven (7) and maintain the aforementioned majority

voting  provision.

(b)     During  the  term  of this Agreement, all of the Voting Shares held by a

Stockholder,  whether  now  owned or hereafter acquired, shall be voted to elect

directors  in accordance with, and in order to give effect to, the following and

each Stockholder shall take all actions reasonably necessary to cause itself or,

     as the case may be, its nominee on the Board, subject to applicable law, to

give  effect  to  the  following:

          One  (1)  member of the Board shall be nominated for election by KL to

fill one seat on the Board (the "KL Board Member"); provided, that KL's right to

nominate  one  director  pursuant  to this Section 2(b)(i) and Section 4 of this

Agreement  shall  continue  so  long  as  KL  and  its  Permitted  Transferees

collectively  are  the  beneficial  owners  of at least Ten Percent (10%) of all

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