EXHIBIT 10.5.2


                                    Agreement
                                 for the Resale
                                       of
                           TRACE, ReTRACE And IDSearch

This Agreement is made by and between Avert. Inc. (Reseller) and Trans Union LLC
(Trans Union) as of the date indicated below.

1.   Reseller may obtain from Trans Union any or all of the following:

     a)   Name and address  information  upon entering a social  security number
          into the Trans Union system (herein called TRACE);

     b)   Social Security  information  upon entering a name and address (herein
          called ReTRACE); and

     c)   Name,  address and social security number upon entering name,  address
          and  social  security  number  or  name  and  social  security  number
          (IDSearch).

     for the purpose of reselling  any or all of them to qualified  customers as
     defined below. Trans Union will also make available to Reseller access to a
     database of information  provided by its subscribers,  other third parties,
     and independently assembled, that consists of addresses, telephone numbers,
     Social Security Numbers and other data (not  individually  identifiable) as
     may  from  time  to  time  be  added,   used  or  potentially   useable  in
     unsatisfactory credit experiences (hereinafter called "Hawk"). Reseller may
     make Hawk available to Subscriber  with any of the foregoing  products upon
     request under the terms and conditions set forth herein.

1. The foregoing products are referred to herein collectively as "The Products".
No credit  information  shall be supplied in response to such an inquiry for any
of The Products.

2. Reseller  shall require its customers to sign a Service  Agreement for TRACE,
ReTRACE and  IDSearch in the form  attached  hereto as Exhibit A,  wherein  such
customers  state the nature of their  business,  and the appropriate use for The
Products,  in accordance with the individual  Reference Service Group Principles
(IRSG).  Reseller may obtain a copy of the IRSG  Principles from Trans Union, or
from the IRSG at  www.irsg.org.  Reseller shall take reasonable  steps to verify
who its customers  are, and that their  certifications  are  accurate.  Reseller
shall retain copies of all  documentation  evidencing  the steps taken to verify
its  customers  and their  certifications,  as well as copies of signed  service
agreements from its customers, so long as such customer is purchasing one of The
Products and for a period of three (3) years thereafter. Reseller shall not sell
any of The  Products  to another  reseller,  buy may sell The  Products  only to
qualified end users.

3. Reseller agrees to comply with the IRSG  Principles,  and obtain an assurance
review  annually  from an  independent  auditing  firm,  as required by the IRSG
Principles,  and present the assessment letter to Trans Union annually, no later
than April 1 of each full calendar year during this Agreement remains in effect.
In the event such a letter is not received,  or Reseller fails such  assessment,
this Agreement shall be terminated by Trans Union as set forth below.

4. The Products or data  therefrom may be  transferred  without  change,  may be
reformatted  by Reseller,  or may be merged with other data obtained by Reseller
from other sources.  Each report  obtained by Reseller  hereunder  shall be used
only one time,  and only by or on behalf of the user for whom it was  requested.
Reseller  may  not  archive  or  otherwise  retain  or use any  report  obtained
hereunder for any other purpose.

5. Reseller may  advertise  its services on the Internet or another  proprietary
computer  system.  However The  Products  may not be sold and  delivered  over a
public computer  network.  In the event Reseller believes that adequate security
has been  established  to  permit  on line  network  or  Internet  access to The
Products,  with no risk of any party other than the appropriate  party obtaining
the report,  Reseller  shall apply to Trans Union for  approval of its  security
procedures.  Approval must then be obtained from Trans Union's  computer  access
Security Department,  in writing, before any such deliveries of The Products can
occur.


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Failure to obtain  such  prior  approval  shall  result in  termination  of this
Agreement.

6. Reseller shall pay a fee for each inquiry for any of The Products,  according
to Trans Union's  current  published fee schedule then in effect.  Additionally,
Reseller  agrees to pay to Trans Union any applicable  membership fee or monthly
minimum  according to the published fee schedule.  Reseller  agrees to pay Trans
Union  upon  receipt  of the  statement  for the  services  rendered  during the
previous  thirty (30) day period  according  to the current  rate  schedules  in
effect.  Trans Union reserves the right to change the charges from time to time,
but no change in such charges shall become  effective as to the Reseller earlier
than  thirty (30) days after  written  notice  thereof  shall have been given by
Trans Union to the Reseller.  There shall be no refunds or rebates of any annual
Reseller  fee under this  Agreement.  All  Reseller  fees are  compensation  for
supplying service and carrying the account.

7. Trans  Union  agrees to  maintain  information  as  obtained  from  available
sources.  Trans Union shall use good faith in attempting  to obtain  information
from  sources  deemed  reliable,  but does not  guarantee  the  accuracy  of the
Products,  and in no event  shall  Trans  Union  be held  liable  in any  manner
whatsoever  for any loss or injury to Reseller  resulting  from the obtaining or
furnishing  of the  Products;  and further  Reseller  agrees to hold Trans Union
harmless and indemnify it from any and all claims,  losses,  and damages arising
out of alleged  liability  or failure of the Reseller to keep and perform any of
its obligations described herein.

8.  This  Agreement  shall  remain in force  and  effect  for one year from date
hereof, and thereafter, from year to year, on the same basis as set forth herein
except that either  party may cancel this  Agreement  at any time upon notice at
least ten (10) days prior to the end of the current monthly payment period.

9. Trans Union may audit  Reseller's  compliance  with the  requirements of this
Agreement,  during  business  hours and upon  reasonable  notice.  It is further
agreed,  however,  that with just cause, such as delinquency or violation of the
terms of this  Agreement,  including  but not limited to  Reseller's  failure to
obtain an assessment  letter or a comply with an IRSG or legal  requirement,  or
Reseller's  failure to fully  cooperate in any audit,  Trans Union may, upon its
election,   discontinue   serving  the  Reseller   and  cancel  this   Agreement
immediately.

10. The  parties  hereto  agree that this  instrument  is the full and  complete
Agreement  between them regarding the furnishing of The Products,  and is not to
be altered,  varied,  or enlarged upon by any verbal  promises,  statements,  or
representations  not expressed  herein.  This Agreement  shall be not binding on
either party until accepted by Trans Union.

Trans Union LLC                        Reseller: _______________________________

By: _______________________________    By: _____________________________________

Print Name: _______________________    Print Name: _____________________________

Title: ____________________________    Address: ________________________________

Date: _____________________________    Date: ___________________________________