EXHIBIT 10.15

                               ATYOURBUSINESS.COM
                        DISTRIBUTION AND MARKETING RIGHTS
                                    AGREEMENT


     THIS AGREEMENT (this  "Agreement") is entered into as of September 15 1999,
(the   "Effective   Date")  by  and  between  (i)  HRONLINE,   INC.  (to  become
AtYourBusiness.com,  Inc.), a Delaware corporation with its principal offices at
6000 Executive Boulevard,  Suite 601, Rockville, MD 20852 ("AYB.com"),  and (ii)
Avert, INC., a Colorado corporation with its principal offices at 301 Remington,
Ft. Collins, CO 80524 ("Avert").

                                    RECITALS

     WHEREAS,  AYB.com  owns and manages a business on the World Wide Web at the
domain names  AtYourBusiness.com  and ayb.com, which will offer certain products
and  services  to  businesses,  and to  individuals  employed  by or owning such
businesses;

     WHEREAS, Avert provides services including background investigations and

     WHEREAS, Avert and AYB.com would like to offer Avert's services through the
Site.

     NOW THEREFORE,  in consideration of the mutual covenants of the Parties and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby  acknowledged,  the  Parties,  intending  to be legally  bound,  agree as
follows:

1. DEFINITIONS

     1.1. "Avert Brand Marks"  means the Avert name and logo(s),  including  all
          associated artwork, graphics, and icons, trademarks,  trade names, and
          other Avert product or service designations.

     1.2. "Avert Customer(s)" means those End Users and Subscribers who purchase
          Services from Avert through the Site or the Co-Branded Pages.

     1.3. "Avert User Agreement" means the then-current agreement, substantially
          the same as the  agreement  offered to  current  Avert  prospects  and
          customers,  for End Users to enroll  in the Avert  services;  provided
          that AYB.com has  determined  that Avert's  then-current  agreement is
          sufficient  in  form  and  content  to  adequately  protect  AYB.com's
          interests and Intellectual Property Rights.

     1.4. "AYB.com Brand Marks" means all AYB.com names and logos, including all
          associated  artwork,  graphics,  icons and other  AYB.com  product  or
          service designations.

     1.5. "Co-Branded  Page(s)" means those Web pages developed pursuant to this
          Agreement and Hosted by Avert, containing both AYB.com Brand Marks and
          Avert  Brand  Marks,  which are set up for the  purpose of selling the
          Services under the Avert domain names. "Co-Branded Page(s)" also means
          pages  developed  pursuant  to this  Agreement  hosted by AYB.com  and
          contain  both  AYB.com  and  Avert  Brand  Marks.

     1.6. "Confidential  Information" means any trade secrets relating to either
          Party's business,  product or service plans,  designs,  costs, prices,
          data,  names,  finances,   marketing  plans,  business  opportunities,
          personnel,  research  development or know-how including all non-public
          information  embodied  in,  represented  by,  compiled  or relating to
          AYB.com or the Services,  whether having existed, now existing,  or to
          be developed or created in the future, whether tangible or intangible,
          and  whether  or how  stored,  compiled  or  memorialized  physically,
          electronically,  graphically,  photographically or in writing, covered
          by this  Agreement  and  acknowledged  by the Parties to be  valuable,
          special and unique assets of the disclosing  Party,  the disclosure of
          which may be materially damaging. "Confidential Information" shall not
          include  information  that:  (i)  is or  becomes  generally  known  or
          available by publication, commercial use or otherwise through no fault
          of the receiving Party; (ii) is known and has been reduced to tangible
          form by the  receiving  Party  at the  time of  disclosure  and is not
          subject to restriction; (iii) is independently developed or learned by



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          the receiving Party; (iv) is lawfully obtained from a third party that
          has  the  right  to make  such  disclosure;  or (v) is made  generally
          available by the disclosing  Party without  restriction on disclosure.
          All Source Code shall be Confidential Information for purposes of this
          Agreement.

     1.7. "Content" means any and all graphics,  text,  video, and audio related
          to the of Avert services that Avert provides to AYB.com for posting on
          the Site.

     1.8. "End User" means an individual  visitor to the Site or the  Co-Branded
          Page(s).

     1.9. "FCRA" means the Fair Credit Reporting Act as amended.

     1.10."Intellectual   Property   Rights"  means  trade   secrets,   patents,
          copyrights,  trademarks, service marks, and similar rights of any type
          under  the  laws of any  governmental  authority,  including,  without
          limitation,  all applications and  registrations  relating to patents,
          copyrights,  trademarks and service marks,  whether presently existing
          or created in the future.

     1.11."Objectionable  Materials"  means any  textual or  graphical  material
          including without limitation the Content,  the Site, or the Co-Branded
          Pages, or material under the control of either party hereto  referring
          to  the  Content,  the  Site,  or the  Co-Branded  Pages  that:  a) is
          factually  inaccurate,  misleading,  or  deceptive;  b) infringes  any
          Intellectual  Property  Rights of any  third  party;  c) is  libelous,
          defamatory,  obscene,  sexually explicit or pornographic,  intended to
          harass or annoy, or which violates any civil or criminal laws.

     1.12."Services" means all products and services and the accompanying  price
          list provided by Avert and listed in Schedule A.

     1.13."Subscribers"  means those End Users who subscribe to the AYB.com Site
          or services.

2.   GRANT OF LICENSES

     2.1. Avert  hereby  grants  and  licenses  to  AYB.com  the  non-exclusive,
          non-transferable,  license to market,  promote,  sublicense,  display,
          distribute,  reproduce, transmit, and create derivative works from the
          Content.

     2.2. During the term of this  Agreement,  Avert hereby  grants to AYB.com a
          non-exclusive,   royalty-free,   worldwide   license   to   reproduce,
          distribute, transmit, publicly perform, publicly display and digitally
          perform the Avert Brand Marks in conjunction  with the Site and in any
          other media intended to promote or advertise the  availability  of the
          Services via the Site.

     2.3. Use of Brand Marks

          2.3.1. AYB.com  Brand  Marks.  For the Term,  AYB.com  grants  Avert a
               non-exclusive,  non-transferable  license  to use,  display,  and
               distribute the AYB.com Brand Marks solely in connection  with the
               use and  promotion  of the  Services  and the Site.  Avert  shall
               ensure that any AYB.com  Brand Marks  displayed on any World Wide
               Web site  that  Avert  controls  links any pages on the Site that
               AYB.com requests. Avert acknowledges that the AYB.com Brand Marks
               are the sole  property of  AYB.com.  Nothing  herein  shall grant
               Avert any right,  title or interest in the AYB.com  Brand  Marks.
               The use of the AYB.com  Brand Marks shall inure to the benefit of
               AYB.com.  Notwithstanding  the  foregoing,  AYB.com  reserves the
               right to approve  the form and  placement  of the  AYB.com  Brand
               Marks, such approval not to be unreasonably withheld or delayed.

          2.3.2.  Avert  Marks.   For  the  Term,  Avert  grants  to  AYB.com  a
               non-exclusive,  non-transferable  license  to use,  display,  and
               distribute  the Avert Brand Marks solely in  connection  with the
               use and  promotion of the Services  and the Site.  AYB.com  shall
               ensure that any Avert Brand Marks  displayed on the Site links to
               Web sites that Avert  controls,  and Avert shall  supply the URLs
               for  the  Web  pages  to  which  AYB.com   shall  link.   AYB.com
               acknowledges  that the Avert Brand Marks are the sole property of
               Avert.  Nothing  herein shall grant  AYB.com any right,  title or
               interest in the Avert Brand Marks. Notwithstanding the foregoing,
               Avert reserves the right to approve the form and placement of the
               Avert Brand Marks, such approval not to be unreasonably  withheld
               or delayed.

          2.3.3. The use of the Avert  Brand Marks shall inure to the benefit of
               Avert.


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3.   Development, DELIVERY AND TESTING

     3.1. Using the marketing  materials  and the relevant  links to Avert pages
          and servers  AYB.com  will  create,  provide,  and support web page(s)
          within  the  Site   primarily   devoted  to  marketing  the  Services,
          co-branded  by AYB.com  and Avert.  Such web pages are  subject to the
          approval of Avert, which approval shall not be unreasonably  withheld.
          AYB.com  shall post Content that relates to the  Services,  subject to
          the terms of this  Agreement  and to the  approval of  AYB.com,  which
          approval shall not be unreasonably withheld.

     3.2. AYB.com  reserves  the right to remove any Content  developed by Avert
          pursuant  to this  Agreement  if any  such  Content:  (i)  causes  any
          technical  difficulties or interference with the operation or intended
          functionalities  of the Site;  (ii)  violates  any of  AYB.com's  then
          current terms of service,  privacy policies, or other policies;  (iii)
          constitutes Objectionable Materials; (iv) otherwise violates any laws,
          rules, or regulations of any jurisdiction.

     3.3. Both parties  acknowledge  that the  effectuation  and  completion  of
          online  transactions   related  to  the  Services  shall  require  the
          integration  of both parties'  hardware and software.  Therefore,  the
          parties agree to make  reasonable  efforts to test and integrate  such
          hardware and software such that online transactions can be effectuated
          and completed.

4.   Additional obligations of Avert

     Avert shall:

     4.1. Provide,  develop and maintain  Services  for use by Avert  Customers.
          Avert  Customers  shall receive at least the same level and quality of
          service and customer  support as any other purchaser of any of Avert's
          goods and  services.  Perform  all sign up and set up  activities  for
          Avert Customers  hereunder within 48 hours of receipt of an Avert User
          Agreement  as  currently  offered  to  existing  Avert  prospects  and
          customers.

     4.2. Provide and assist with  development of marketing  materials and sales
          training  materials for the Services and the  Co-Branded  Pages as the
          parties may mutually agree.

     4.3. In all cases,  provide  prompt  customer  support for the  Services to
          Avert  Customers and to AYB.com via telephone and email, to a standard
          reasonably consistent with the best industry practices.

     4.4. Provide  copies of all  compliance  documents in electronic  format to
          AYB.com for distribution to Avert Customers through the Site.

     4.5. Inform AYB.com in writing within  twenty-four (24) hours of changes in
          the availability of the Services.

     4.6. Provide  reasonable  assistance  to AYB.com in  integrating  links and
          marketing  content into the AYB.com  processing  environment the Avert
          OrderXpert software for processing Avert Customer orders.

     4.7. Not  release  any data,  results  or  information  resulting  from any
          promotional and/or sales activity hereunder to any third party without
          the prior express written permission of AYB.com.  Avert will treat all
          such information as Confidential Information.

     4.8. Provide the Services, terms and prices to AYB.com in a fashion no less
          favorable  than  to any  other  Web-based  reseller  of  the  Services
          providing  similar  functionality  and generating  similar  volumes of
          business to Avert.

     4.9. Honor,  and  the  Content  shall  at all  times  be  subject  to,  any
          then-current  AYB.com privacy notices and policies,  terms of service,
          design standards, or other policy relating to the Site.

5.   Additional Obligations of AYB.COM

     AYB.COM SHALL:

     5.1. Post the  Content on the Site  within  five (5) days of  receipt,  and
          shall market and promote the Services.

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     5.2. Review,  delete edit, create, update and otherwise manage the Site and
          the Co-Branded Pages.  Avert shall have the right, but not the duty to
          review or monitor any such Co-Branded  Pages and to provide  editorial
          and design suggestions.

     5.3. Market Advantage Online  memberships to its customers and clients,  as
          Advantage  Online is currently  defined by Avert.  For the duration of
          this  agreement,  AYB.com  will be  entitled  to  offer  the  services
          currently  packaged as Advantage  Online even if  Advantage  Online is
          re-configured to offer a lesser selection of services.

     5.4. Inform Avert of problems  encountered  with the Services to the extent
          AYB.com is made aware of such problems.

     5.5. Inform Avert as to new co-branding  opportunities  and the creation of
          new co-branded sites.

     5.6. Present service  partners that are reputable within their industry and
          in  no  way  damage  or  otherwise  impugn  the  Avert  brand  through
          association via the AYB.com site(s).  AYB.com shall notify Avert about
          the  inclusion of new service  partners at least 30 days in advance of
          their placement at the AYB.com site.

     5.7. Review and otherwise evaluate other Avert products that Avert requests
          to be sold through the AYB.com site.  These  products  include but are
          mot limited to business  background  checks,  drug and related testing
          and other services Avert currently  offers or may offer in the future.
          Should  AYB.com and Avert agree to market these  products  through the
          AYB.com site,  the Attached  Schedule(s)  that include  business terms
          shall be amended to include  these  products  and the fees  associated
          with these products.

     5.8. Make  available  to Avert any  content in the  topical  area of "Human
          Resources" if this content is made available on the public side of the
          Avert  site  and if it is  available  or has  been  offered  to  other
          partners.  The  provision  of this content will be in the form of, but
          not limited to, a "co-branded site" operated by AtYourBusiness.com and
          using the look,  feel and  graphics of Avert for a selected  number of
          pages.  The complete terms and  conditions of the co-branded  site are
          found in another agreement.

6.   USER DATA

     6.1. AYB.com agrees that  individually  identifiable data collected via the
          Site or the  Co-Branded  Pages unique to Avert and required as part of
          the process of becoming an Avert Member is owned solely by Avert.  All
          other  data  collected  via the Site for any other  product or service
          shall be owned by AYB.com,  or other third  parties as  designated  by
          AYB.com.

     6.2. AYB.com  will not disclose any  Avert-owned  information  to any third
          party without Avert's express permission.

7.   TRAINING

     7.1. Avert shall, at no cost to AYB.com,  provide AYB.com,  in a reasonable
          time frame,  with initial training,  training  materials and technical
          support to assist  AYB.com in properly and  effectively  marketing and
          distributing the Services and the Co-Branded Pages.

     7.2. Except as otherwise noted thereon,  AYB.com may reproduce any training
          materials  originated by Avert. Any such  reproductions  shall include
          any copyright or similar  proprietary  notices  contained in the items
          being reproduced.

8.   REVENUE SHARING, PAYMENTS, AND REPORTS


     8.1. The  Parties  agree to the  revenue  sharing  provisions  set forth as
          Attachment A.


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     8.2. AYB.com  shall  remit to Avert  any  payments  that  AYB.com  receives
          through the Site for any  Services  within  thirty (30) days after the
          end of the calendar  month in which AYB.com  receives  such  payments.
          AYB.com  shall provide  Avert with a monthly  statement  detailing the
          Services sold and associated payments collected via the Site.

     8.3. For  Customers  and  sales  who  provide  payments  to  Avert  for the
          Co-Branded Pages, Avert shall remit to AYB.com any payments that Avert
          receives  through the  Co-branded  Pages for any  Services or goods or
          services  of  AYB.com  within  thirty  (30) days  after the end of the
          calendar  month in which Avert  receives  such  payments.  Avert shall
          provide  AYB.com with a monthly  statement  detailing the Services and
          AYB.com goods and services sold and associated  payments collected via
          the Site.

9.   ADvertising and Promotion

     9.1. Approvals.  Each party shall  submit all  advertising  or  promotional
          material,  press releases, or other publicity matters that mentions or
          refers to the other party's name or brand marks to the other party for
          approval,  which shall not be unreasonably  withheld.  Notwithstanding
          the  foregoing,  each party may identify the other party as a customer
          and strategic  partner (but not as an endorsement) in its advertising,
          sales promotion, press releases and other publicity matters.

     9.2. Names, Keywords, Metatags.

          9.2.1.  Starting  on [the  Effective  Date]  and for the  term of this
               Agreement,  Avert shall include  AYB.com's  name and  appropriate
               keywords  submitted  by AYB.com  related to  AYB.com's  business,
               services  and  products  in the  links and  other  tags  found on
               Avert's publicly available World Wide Web sites available for use
               by the public or by Avert strategic partners.

          9.2.2.  Starting  on [the  Effective  Date]  and for the  term of this
               Agreement,  AYB.com shall  include  Avert's name and the names of
               Avert  Services,  and  appropriate  keywords  submitted  by Avert
               related to Avert's  Services in the links and other tags found on
               the Site.

11.  REPRESENTATIONS AND WARRANTIES

     11.1 AYB.com represents and warrants to Avert as follows:

          11.1.1 AYB.com has all right,  title,  power and licenses necessary to
               grant Avert all rights granted in this Agreement.

          11.1.2 The Site  does  not  infringe  upon or  otherwise  violate  any
               copyright,  trade secret, trademark,  patent, invention, right of
               privacy, known third party rights, or non-disclosure requirements
               of any third  party.  In  furtherance  of these  representations,
               Avert's  reliance  thereon,  and subject to Sections found below,
               AYB.com  shall   indemnify  and  hold  Avert,   their   officers,
               directors,  agents,  and employees  harmless  against all claims,
               demands, or liabilities of or to third parties arising from or in
               connection  with  AYB.com's  breach  of  its  representations  or
               warranties hereunder. This indemnification shall includes Avert's
               reasonable  attorney's  fees and shall survive the  expiration or
               termination of this Agreement.

          11.1.3 The  information,  services and products  presented at the Site
               are from sources AYB.com  considers  reliable.  However,  AYB.com
               shall not be liable for the truth or accuracy of the information,
               products,  or  services.  NO  WARRANTIES,  EXPRESSED  OR IMPLIED,
               INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
               PARTICULAR  PURPOSE WILL APPLY TO THE INFORMATION,  PRODUCTS,  OR
               SERVICES  THAT AYB.COM  PROVIDES AT THE SITE.  These  disclaimers
               must be  conveyed to all End Users.  and in the Avert  Subscriber
               Agreement

          11.1.4.  AYB.COM  AGREES  THAT  IT  IS  SOLELY   REPSONSIBLE  FOR  THE
               TRANSMISSION  OF DATA TO AND FROM THE SITE.  EXCEPT AS  OTHERWISE
               PROVIDED=AVERT  SHALL NOT BE LIABLE  FOR ANY  DAMAGES  OR LOSSES,
               INCLUDING WITHOUT LIMITATION  INDIRECT,  CONSEQUENTIAL,  SPECIAL,
               INCIDENTAL, OR PUNITIVE DAMAGES RESULTING FROM  OR CAUSED BY DATA

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               TRANSMISSION  ERRORS OR  DELAYS TO OR FROM THE SITE.  IN NO EVENT
               SHALL  DAMAGES  EXCEED THE TOTAL SUM PAID TO AVERT DURING THE SIX
               MONTHS PRECEDING THE MONTH IN WHICH THE DISPUTE AROSE OR IN WHICH
               AVERT WAS NOTIFIED OF THE DISPUTE, WHICHEVER IS EARLIER.

     11.2. Avert represents and warrants to AYB.com as follows:

          11.2.1 Avert has the authority to offer the Services  through the Site
               and any the  Co-Branded  Site.  Avert has the all rights,  title,
               power,  and  licenses  necessary to deliver the Services to Avert
               Customers  and to grant to  AYB.com  all  rights  granted in this
               Agreement.

          11.2.2 The Services will comply with all federal, state and local laws
               and regulations,  including without limitation FCRA,  relating to
               the  Services  and the Content and the  Co-Branded  Pages.  Avert
               shall provide  evidence of any filings and compliance to AYB.com.
               The  Services do not  currently,  and will not  infringe  upon or
               otherwise violate any copyright, trade secret, trademark, patent,
               invention,   proprietary   information,   right  of  privacy,  or
               non-disclosure   rights  of  any  third   party  or  contain  any
               Objectionable  Materials or otherwise in contravention of law, or
               known   third   party   rights.    In    furtherance   of   these
               representations,  AYB.com's  reliance  thereon,  and Avert  shall
               indemnify and hold AYB.com,  its  corporate  affiliates,  and any
               employee or agent thereof harmless  against all claims,  demands,
               or  liabilities  of third  parties  arising from or in connection
               with Avert's breach of any of its  representations  or warranties
               hereunder.  Avert shall  control the defense of any such  claims,
               demands,  or  liabilities,  and AYB.com shall provide  reasonable
               cooperation  in any  such  defense.  This  indemnification  shall
               include  AYB.com's  reasonable  attorney's fees and shall survive
               the expiration or termination of this Agreement.

          11.1.3 No other  warranties  are  provided  other than as contained in
               this Agreement.  THE CONTENT ON THE SITE AND CO-BRANDED  SITES IS
               FURNISHED ON AN "AS IS" BASIS.  AVERT MAKES NO  REPRESENTATION OR
               WARRANTY OF ANY KIND REGARDING  SUCH CONTENT,  EXCEPT AS PROVIDED
               HEREIN.  AVERT  SPECIFICALLY  DISCLAIMS  ANY  EXPRESS  OR IMPLIED
               WARRANTIES,  INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS
               FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY.

          11.1.4 The parties  agree that data entry,  communication  and storage
               are  subject  to a  possibility  of  human  and  machine  errors,
               omissions,  delays  and  losses.  Neither  party  undertakes  any
               liability to the other for any such errors, omissions, delays, or
               losses.

12.  INDEMNIFICATION

     12.1 AYB.com. AYB.com shall indemnify,  defend and hold harmless Avert from
          any  and all  damages,  liabilities,  costs  and  expenses  (including
          reasonable attorneys' fees) incurred by Avert arising from or relating
          to any third party claim,  suit or  proceeding  alleging that the Site
          infringes  any third party  United  States  trademark,  patent,  trade
          secret,  privacy,  copyright  or other  Intellectual  Property  Right;
          provided that Avert promptly  notifies  AYB.com in writing of any such
          claim and promptly  tenders full control of the defense and settlement
          of any such claim to AYB.com at AYB.com's  expense and with  AYB.com's
          choice of counsel.  Avert shall  cooperate with AYB.com,  at AYB.com's
          expense,  in defending  or settling  such claims and Avert may join in
          defense with counsel of its choice at its own expense.


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     12.2 Avert  Services.  Avert  shall  indemnify,  defend  and hold  harmless
          AYB.com  from any and all  damages,  liabilities,  costs and  expenses
          (including  reasonable  attorneys'  fees) incurred by AYB.com  arising
          from or relating to the  marketing,  use, or promotion of the Services
          provided hereunder.  AYB.com shall promptly notify Avert in writing of
          any such claim and  promptly  tender the  control of the  defense  and
          settlement  of any such  claim to Avert at  Avert's  expense  and with
          Avert's  choice of counsel.  AYB.com shall  cooperate  with Avert,  at
          Avert's  expense,  in defending or settling such claim and AYB.com may
          join in defense with counsel of its choice at its own expense.

     12.3 Mechanics of  Indemnity.  The  indemnifying  Party's  obligations  are
          conditioned  upon the indemnified  Party:  (i) giving the indemnifying
          Party prompt written notice of any claim,  action,  suit or proceeding
          for which the indemnified  Party is seeking  indemnity;  (ii) granting
          control of the defense and settlement to the  indemnifying  Party; and
          (iii)  reasonably  cooperating  with  the  indemnifying  Party  at the
          indemnifying Party's expense.

13.  CONFIDENTIALITY

     13.1 Obligation  Each  Party  shall  not use any  Confidential  Information
          received from the other Party except as expressly permitted under this
          Agreement, and shall not disclose such Confidential Information to any
          third party without the other Party's  prior written  consent,  unless
          required to do so by court order or other operation of law. Each Party
          shall  take   reasonable   measures  to  prevent  the  disclosure  and
          unauthorized use of Confidential Information of the other Party.

     13.2 Remedies.   Unauthorized   use  by  a  Party  of  the  other   Party's
          Confidential  Information will diminish the value of such information.
          A breach of this Section 14 shall entitle the  non-breaching  party to
          seek  equitable  relief to  protect  its  interest  herein,  including
          injunctive relief, as well as money damages.

14.  TERM AND TERMINATION

     14.1 Term.  This  Agreement  shall  commence  upon the  Effective  Date and
          continue for one (1) year,  unless  earlier  terminated  in accordance
          with the  provisions of this  Agreement.  Following the one-year term,
          the  obligations of Avert to provide the Services shall  automatically
          renew for another one-year term unless one Party gives the other Party
          notice ninety (90) days notice before the end of the ten-current  term
          that it does not intend to renew this Agreement.

     14.2 Termination for Cause.  Either Party may terminate this Agreement upon
          written notice in the event the other Party materially breaches any of
          its  obligations  under this  Agreement  and fails to cure such breach
          within ten (10) days from written notice.

     14.3 Termination for Insolvency.  Either Party may terminate this Agreement
          immediately  upon  written  notice to the other Party in the event the
          other Party (i) ceases to  function  as a going  concern or to conduct
          operations  in the normal  course of business,  or (ii) has a petition
          filed by or  against  it under  any  state or  federal  bankruptcy  or
          insolvency  law which  petition  has not been  dismissed  or set aside
          within sixty (60) days of its filing.


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     14.4 Termination  for  Substitution  of Payroll  Processor.  Should AYB.com
          replace ADP as the payroll  processor on its branded  site,  Avert may
          terminate this agreement on 30 days notice.

     14.5 No  Liability.  Except as  expressly  required by law, in the event of
          termination  of this  Agreement,  neither Party shall be liable to the
          other  Party,   because  of  such   termination,   for   compensation,
          reimbursement or damages on account of the loss of prospective profits
          or  anticipated  sales  or  on  account  of  expenditures,  inventory,
          investments,  leases or commitments in connection with the business or
          goodwill of AYB.com or Avert.  Termination shall not, however, relieve
          either Party of obligations incurred prior to the termination.

     14.6 Survival.   The   indemnification   provisions,   the  confidentiality
          provisions and the miscellaneous  provisions shall survive termination
          of this Agreement by either Party for any reason.

     14.7 No  Other  Rights/Return  of  Materials.   Upon  termination  of  this
          Agreement,  each Party will  return or destroy,  at the other  party's
          option, all copies of the other party's Confidential Information,  and
          brand marks in its possession at the time of termination.

15.  MISCELLANEOUS PROVISIONS

     15.1 Assignment.  Neither Party may assign this Agreement without the prior
          express  written  consent of the other Party,  except that AYB.com may
          assign this Agreement to a wholly owned subsidiary or any successor in
          interest to all or  substantially  all of the assets of  AYB.com.  Any
          attempted  assignment in  contravention  of this Section 17.1 shall be
          null and void. Subject to the foregoing,  this Agreement will bind and
          inure to the benefit of the Parties,  their respective  successors and
          permitted assigns.

     15.2 Should  AYB.com be  acquired or  otherwise  become  affiliated  with a
          payroll processor in direct  competition with ADP, Avert may terminate
          this contract on 30 days notice.

     15.3 Waiver.  No  failure  or delay by any Party in  exercising  any right,
          power, or remedy under this Agreement, except as specifically provided
          herein, shall operate as a waiver of any such right, power or remedy.

     15.4 Governing Law;  Arbitration.  This Agreement  shall be governed by the
          laws of the State of Maryland,  excluding  conflict of laws provisions
          and  excluding  the United  Nations  Convention  on Contracts  for the
          International  Sale of Goods. Any dispute arising out of or related to
          this Agreement shall be resolved by binding arbitration in Washington,
          D.C.,  conducted  in  accordance  with  the  Commercial  Rules  of the
          American Arbitration Association.  The arbitrator shall have the power
          to grant injunctive relief.

     15.5 Notices. All notices,  demands or consents required or permitted under
          this  Agreement  shall  be in  writing  sent  to  the  parties  at the
          addresses set forth below.  Notice shall be  considered  delivered and
          effective  when  (i)  personally  delivered;  (ii)  the day  following
          transmission if sent by facsimile;  or (iii) one (1) day after posting
          when sent by registered  private overnight  carrier;  or (iv) five (5)
          days after posting when sent by certified United States mail.

     15.6 Independent  Contractors.  The  parties are  independent  contractors.
          Neither of the Parties  shall be deemed to be an employee,  agent,  or
          legal  representative  of the other  Party  hereto for any purpose and
          neither of the Parties hereto shall have any right, power or authority
          to create  any  obligation  or  responsibility  on behalf of the other
          Party hereto.


<PAGE>


     15.7 Severability. If any provision of this Agreement is held by a court of
          competent  jurisdiction to be  unenforceable,  such provision shall be
          changed  and  interpreted  so  as  to  best  accomplish  its  original
          objectives fullest extent allowed by law. The remaining  provisions of
          this Agreement shall remain in full force and effect.

     15.8 Complete  Understanding.   This  Agreement,  including  all  Schedules
          attached  hereto,   constitutes  the  final,  complete  and  exclusive
          agreement  between the  Parties  with  respect to the  subject  matter
          hereof,  and  supersedes  any  prior  or  contemporaneous  agreements,
          whether  written or oral.  This  Agreement  may be  amended  only in a
          writing signed by both parties.

     15.9 Counterpart.   This   Agreement   may  be  executed  in  two  or  more
          counterparts,  each of which  shall be deemed an  original  and all of
          which together shall constitute one instrument.

    15.10 Section Headings.  The section headings are for the convenience of the
          parties and in no way alter,  modify,  amend,  limit or  restrict  the
          contractual obligations of the parties.

    15.11 Force  Majeure.  Except  for  Avert's  obligation  to pay  AYB.com  or
          AYB.com's  obligation to pay Avert  hereunder,  neither Party shall be
          liable to the  other  Party for any  failure  or delay in  performance
          caused by reasons  beyond its  reasonable  control,  including but not
          limited to acts of nature, earthquakes, fires, strikes or shortages of
          materials.  15.12  Notices  to  AYB.com  shall  be  addressed  to  the
          attention of:

               AtYourBusiness.com, Inc.
               Attention:
               Facsimile:

               With a copy to:
               Piper & Marbury, L.L.P.
               1200 Nineteenth Street NW
               Washington, DC  20036
               Attention: Alan Lewine
               Facsimile:  (202) 223-2085


          Notices to Avert shall be addressed to the attention of:

               AVERT, Inc.
               Attention:
               Leonard Koch
               301 Remington Ave.
               Ft. Collins, CO 80524
               Facsimile:  800 237 4011

               with a copy to:


IN WITNESS  WHEREOF,  the Parties  hereto have executed this Agreement as of the
Effective Date.

ATYOURBUSINESS.COM, INC.


By:
   -----------------------------------------------
   Michael Shulman
   Chairman and CEO

AVERT, INC.



By:
   -----------------------------------------------
   Name:
        ------------------------------------------
   Title:
          ----------------------------------------