EXHIBIT 10.3.1


DATE:     01/05/99

TO:       Avert Board of Directors

FROM:     Compensation Committee:  Steve Fienhold
                                   Michael Vaughan

SUBJECT:  Renewal of Dean Suposs employment contract

     Based on  the following  accomplishments  of the Company over the past give
years  under  the  direction  of Mr.  Suposs,  the  Compensation  Committee  has
rewritten his employment contract.

     o    Over the past five years,  Avert has progressed from a privately owned
          company to a publicly traded enterprise.
     o    Over the past five  years,  Avert has  nearly  tripled  its  growth in
          revenues.  Gross  revenues have  increased  from about $3.5 million to
          about $10  million.  Over this same  period,  this growth in sales has
          been  accomplished with less than double the number of employees (from
          40 to 72).
     o    Avert has increased  its financial  strength over the past five years.
          During that period, the Company has been profitable in each month. The
          Company has a substantial cash balance and no long-term debt. It has a
          new  building  that  meets  the needs of its  operations  with room to
          expand.
     o    The  Company  has hired and  retained  strong  and  experienced  upper
          management.  The Company's management personnel are stronger than ever
          before.
     o    Avert has complied with major law changes in the Fair Credit Reporting
          Act.  Avert is one of the few  companies  that is  compliant  with all
          Federal and state statutes.
     o    The   Company   has   been   completely    re-engineered    with   new
          software/hardware. This process has positioned Avert to take advantage
          of efficiencies in technology, and of trends in the industry. Avert is
          able to add new products and services at a much faster rate, and to be
          more  responsive to our customer and vendor needs.  Also, with the new
          technology,  Avert  is  positioned  to  expand  more  rapidly  through
          electronic commerce and the Web.
     o    With its new  technology,  Avert is able to seek out  strategic  sales
          partners. Three major pilot programs are currently underway.
     o    Avert  has   developed  a  successful   telemarketing   and  marketing
          communications  plan for  small  customers.  The  Company's  marketing
          program brings in about 2,500 to 3,000 new accounts each year.

     The terms of the employment contract are as follows:

               1)   Expires 12/31/2003.
               2)   Annual  salary of  $120,000,  payable  in 26 equal  payments
                    annually.
               3)   Annual  bonus  based  on  pre-tax  earnings,   exclusive  of
                    investment income, as follows:

                         Pre-Tax Earnings                   Bonus Percent
                         ----------------                   -------------

                         First $1,500,000                         6%
                         $1,500,001-$2,000,000                    7%
                         $2,000,001-$2,500,000                    8%
                         Over $2,500,000                          9%

               4)   Stock options of 100,000 shares with an exercise price equal
                    to market price on the date of this contract,  or $4.188 per
                    share.  Such  options to be vested  equally over a five-year
                    period, and expire in ten years from date of grant.
               5)   Auto allowance of $300 per month.



                                        ----------------------------------------
                                        Dean A. Suposs, President