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Exhibit 4.1  


        THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE BORROWER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE BORROWER AND ITS
COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED OR THE TRANSACTION IS MADE PURSUANT TO RULE 144 UNDER THE ACT. 


        THE
SECURITIES REPRESENTED HEREBY (AND ALL TRANSFERS THEREOF) ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF March 15,
2002, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE BORROWER. NO TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE BORROWER UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE
TERMS OF SUCH AGREEMENT AND BY AN AGREEMENT OF THE TRANSFEREE TO BE BOUND BY THE RESTRICTIONS SET FORTH THEREIN. ANY ATTEMPTED TRANSFER OF THESE SHARES IN VIOLATION OF SUCH REGISTRATION RIGHTS
AGREEMENT SHALL BE NULL AND VOID AND HAVE NO FORCE OR EFFECT. 


 
 

FORM OF CONVERTIBLE PROMISSORY NOTE    
  



	$                        	 	 	 	Date: March 15, 2002





        FOR
VALUE RECEIVED, the undersigned, US SEARCH.com Inc., a Delaware corporation ("Borrower"), promises to pay
to                        ., ("Holder"), the principal sum of
$                        with interest from the date hereof, at the rate of 8% per annum on the unpaid balance, until paid or
until default, both principal and interest being payable in lawful money of the
United States of America, at                        , or at such place as the Holder may designate in writing. 


        1.    Term.    Subject to Section 2 below, the principal and interest shall be due and payable as follows: 



	(a)
	The
entire unpaid principal and interest shall be due and payable on December 20, 2002 (the "Due Date") unless this Note has been converted into shares of the Borrower's Common
Stock in accordance with Section 2(a) hereof; and



	(b)
	Interest
shall be due and payable on the Due Date. All computations of interest payable hereunder shall be on the basis of a 360-day year and actual days elapsed in the
period of which such interest is payable. 




        2.    Conversion.    



	(a)
	Subject
to subsections (b) and (c) below, promptly following the date on which the Borrower shall have received approval (the "Approval") from its stockholders of the
financing transactions contemplated by the Purchase Agreement dated March 15, 2002, among the Borrower and the Purchasers named therein (the "Purchase Agreement") or such later date as the
conditions set forth in subsection (c) below are satisfied (the "Conversion Date"), all amounts of principal and accrued but unpaid interest under this Note shall be converted into shares of
the Borrower's Common Stock in accordance with the terms of this Note and the Purchase Agreement. Upon such conversion, the Holder shall receive the number of shares of Common Stock calculated by
dividing the amount of principal and accrued but unpaid interest due under this Note by the lower of (A) $.85 (the "Initial Conversion Price") or (B) 90% of 



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the
10-day average closing bid price (as reported by Bloomberg) for the Common Stock on the Nasdaq National Market prior to the date the Borrower receives approval from its stockholders
of the financing transactions contemplated by the Purchase Agreement (the "Approval Date "). 



	(b)
	If
this Note has not converted into shares of the Borrower's Common Stock pursuant to subsection (a) prior to the Due Date, then on the Due Date, all amounts of principal and
accrued but unpaid interest due under this Note shall become due and payable in full; provided, however, in the event of a Change of Control (as hereinafter defined) prior to the earlier of the
Conversion Date or the Due Date, the Holder shall have the option to (i) demand payment of principal and accrued but unpaid interest then outstanding under this Note, (ii) convert this
Note into shares of Common Stock as if an Approval had occurred on the business day that is prior to the date of closing of the Change of Control transaction or (iii) convert this Note into
shares of common stock of the acquiror, if such acquiror has common stock, at 90% of the fair market value for such shares, subject to written approval of acquiror. For purposes of this subsection
(c), a "Change of Control" shall be deemed to occur if (i) Borrower merges or consolidates with or into another entity such that the shareholders of Borrower prior to such transaction do not or
are not expected to own a majority of the voting stock of the surviving entity, (ii) Borrower sells or otherwise disposes of all or substantially all of its assets, or (iii) Borrower
liquidates.



	(c)
	Notwithstanding
anything in subsection (a) above to the contrary, this Note shall not be converted as provided in subsection (a) above until: (i) all securities
of Borrower listed in Exhibit A to this Note have been, or simultaneously with the conversion of this Note will be, converted into shares of Common Stock pursuant to the terms of such
securities; and (ii) a registration statement registering the offer and sale by Holder of the shares of Common Stock underlying this Note has been declared effective by the Securities and
Exchange Commission and such registration statement is effective at the time of such conversion, unless in either case of (i) or (ii) above, a Majority of Purchasers waives in writing
such condition.



	(d)
	In
no case shall fractional shares be issued upon the conversion of this Note. If any conversion would result in the issuance of a fraction of a share, the Borrower shall, in lieu of
issuing any fractional share, pay the Holder a sum in cash equal to the cash value of such fraction. 




        3.    Mechanics of Conversion.    



	(a)
	To
convert this Note pursuant to Section 2(a) above, the Borrower shall give notice to the Holder as soon as practicable following the Conversion Date and shall state therein
the purchase price per share of the Common Stock. Promptly thereafter, the Holder (i) shall provide notice to the Borrower of the name or names in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued and (ii) shall surrender the Note to be converted, at the office of the Borrower, or at such other place designated by the Borrower. Such
conversion shall only occur, and shall be deemed to have been made, upon the Conversion Date. On or promptly after the date of conversion and subject to the Borrower having received the Note to be
converted, the Borrower shall issue and deliver to or upon the order of the Holder a certificate or certificates for the number of shares of Common Stock to which the Holder shall be entitled. The
provisions of this Section 3(a) are subject to Sections 2(b) and 2(c) hereof.



	(b)
	To
convert this Note pursuant to Section 2(b) above, the Borrower shall give notice to the Holder as soon as practicable prior to the consummation of a Change of Control. The
Holder shall notify the Borrower within 5 days thereafter whether or not the Holder is electing to convert the Note per the terms of Section 2(b) above. 



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        4.    Adjustments to Initial Conversion Price.    If outstanding shares of the Company's Common Stock shall be
subdivided into a greater number of shares or a dividend or other distribution in Common Stock shall be paid in respect of Common Stock, the Initial Conversion Price in effect immediately prior to
such subdivision or at the record date of such dividend shall simultaneously with the effectiveness of such subdivision or immediately after the record date of such dividend or other distribution be
proportionately reduced. If outstanding shares of Common Stock shall be combined into a smaller number of shares, the Initial Conversion Price in effect immediately prior to such combination shall,
simultaneously with the effectiveness of such combination, be proportionately increased. 


        5.    Default.    An event of default will occur upon any of the following: 



	(a)
	a
default when due of any payment of principal or interest hereof and such default is not cured within five business days;



	(b)
	Borrower
becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due; Borrower applies for a trustee, receiver or other
custodian for it or a substantial part of its property; a trustee, receiver or other custodian is appointed for Borrower or for a substantial part of its property; or any bankruptcy, reorganization,
debt arrangement, or other case of proceeding, is commenced in respect of Borrower;



	(c)
	a
material breach by Borrower of the representations, warranties, covenants or agreements made herein or in the Purchase Agreement; or



	(d)
	any
event or condition shall occur which results in the acceleration of the maturity of any debt of the Borrower in excess of $250,000; 




        which,
after written notice from the Holder, is not cured within 15 business days (other than those events described in clause (a) above); then, upon the occurrence of any such
event, the Holder may, without notice, declare the unpaid principal and interest on this Note, at once due and payable, whereupon such principal, interest and other obligations shall become at once
due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same at any other time.
The principal of this Note and any part thereof, and accrued but unpaid interest, if any, shall bear interest at the rate of 10% per annum after default until paid. 


        6.    Waiver of Certain Rights.    All parties to this Note, including maker and any sureties, endorsers, or
guarantors hereby waive protest, presentment, notice of dishonor, and notice of acceleration of maturity and agree to continue to remain bound for the payment of principal, interest and all other sums
due under this Note notwithstanding any change or changes by way of release, surrender, exchange, modification or substitution of any security for this Note or by way of any extension or extensions of
time for the payment of principal and interest; and all such parties waive all and every kind of notice of such change or changes and agree that the same may be without notice or consent of any of
them. 


        7.    Enforcement.    Upon default the Holder may employ an attorney to enforce the Holder's rights and remedies and
the maker, principal, surety, guarantor and endorsers of this Note hereby agree to pay to the Holder reasonable attorneys' fees plus all other reasonable expenses incurred by the Holder in exercising
any of the Holder's rights and remedies upon default. The rights and remedies of the Holder as provided in this Note shall be cumulative and may be pursued singly, successively, or together against
any other funds, property or security held by the Holder for payment or security, in the sole discretion of the holder. The failure to exercise any such right or remedy shall not be a waiver or
release of such rights or remedies or the right to exercise any of them at another time. 


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        8.    No Shareholder Rights.    Nothing contained in this Note shall be construed as conferring upon the Holder or any
other person (prior to conversion into Common Stock pursuant to Section 2 hereof) the right to vote or to consent or to receive notice as a shareholder of the Borrower. 


        9.    Miscellaneous.    The following general provisions apply: 



	(a)
	All
capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement.



	(b)
	This
Note, and the obligations and rights of Borrower hereunder, shall be binding upon and inure to the benefit of Borrower, the Holder, and their respective heirs, personal
representatives, successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Note without the prior written consent of the Holder.



	(c)
	Recourse
under this Note shall be to the general unsecured assets of Borrower only and in no event to the officers, directors or shareholders of Borrower.



	(d)
	Changes
in or amendments or additions to this Note may be made, or compliance with any term, covenant, agreement, condition or provision set forth herein may be omitted or waived
(either generally or in a particular instance and either retroactively or prospectively), upon written consent of Borrower and a Majority of Purchasers.



	(e)
	All
payments shall be made in such coin and currency of the United States of America as at the time of payment shall be legal tender therein for the payment of public and private
debts.



	(f)
	All
notices, requests, consents and demands shall be made in writing and shall be mailed postage prepaid, or delivered by hand, to Borrower or to the Holder at their respective
addresses set forth below or to such other address as may be furnished in writing to the other party hereto and shall be effective upon receipt: 







	If to Borrower:	 	US Search.com Inc.
	 	 	5401 Beethoven Street
	 	 	Los Angeles, California 90066
	 	 	Attention: General Counsel
	

If to Holder:	
 	


	 	 	

	 	 	






	(g)
	This
Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Delaware. 




IN
TESTIMONY WHEREOF, Borrower has caused this instrument to be executed in its corporate name by its Chief Executive Officer, by order of its Board of Directors first duly given, the day and year
first above written. 



	 	 	US SEARCH.COM INC.
	 	 	By:

	 	 	Name:





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EXHIBIT A    
  


	1.
	8%
Convertible Promissory Notes due January 17, 2003



	2.
	8%
Convertible Promissory Notes due December 20, 2002



	3.
	If
Borrower receives aggregate gross proceeds of at least $12 million from the sale of Convertible Promissory Notes and Warrants pursuant to the financing transactions
contemplated by the Purchase Agreement, then all shares of Series A-1 Convertible Preferred Stock issued to Pequot Private Equity Fund II, L.P. 


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FORM OF CONVERTIBLE PROMISSORY NOTE

EXHIBIT A