0000912057-02-000859 Sample Contracts

AGREEMENT AND PLAN OF MERGER Dated as of December 28, 2001 among
Merger Agreement • January 10th, 2002 • Us Search Corp Com • Services-business services, nec • California

THIS AGREEMENT AND PLAN OF MERGER dated as of December 28, 2001 (this "Agreement"), is by and among: (i) US SEARCH.com Inc., a Delaware corporation (the "Parent"); (ii) US SEARCH Screening Services, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the "Acquiror"); (iii) Professional Resource Screening, Inc., a California corporation (the "Target"); and (iv) Irwin R. Pearlstein, an individual, David Pearlstein, an individual and Cheryl Pearlstein-Enos, an individual (the "Shareholders").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 10th, 2002 • Us Search Corp Com • Services-business services, nec • California

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of December 28, 2001, by and among US SEARCH.COM INC., a Delaware corporation (the "Company"), and the several holders of the Company's Common Stock set forth on the signature page to this Agreement (each, a "Holder" and, collectively, together with any assignee thereof in accordance with Section 2.8, the "Holders").

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SECURITY AGREEMENT
Security Agreement • January 10th, 2002 • Us Search Corp Com • Services-business services, nec • California

This SECURITY AGREEMENT (as amended, modified or otherwise supplemented from time to time, this "Agreement") is made and entered into as of December 28, 2001 by U.S. SEARCH.COM INC., a Delaware corporation (the "Debtor") in favor of IRWIN R. PEARLSTEIN, DAVID PEARLSTEIN and CHERYL PEARLSTEIN-ENOS (collectively, the "Secured Parties").

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ESCROW AGREEMENT
Escrow Agreement • January 10th, 2002 • Us Search Corp Com • Services-business services, nec • California

THIS ESCROW AGREEMENT ("Agreement"), is entered into as of December 28, 2001, by and among U.S. SEARCH.COM INC., a Delaware corporation ("Parent"), Comerica Bank-California, a California banking corporation(the "Escrow Agent"), and IRWIN R. PEARLSTEIN, DAVID PEARLSTEIN and CHERYL PEARLSTEIN-ENOS, each an individual (individually, a "Shareholder" and collectively, the "Shareholders").

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