EXHIBIT 10.11


RESTRAC/AVERT AVERTNET RESELLER AGREEMENT


     This  Agreement  is  made as of  January  4,  1999  between  Restrac,  Inc.
("Restrac"),  a corporation  with its principal place of business at 91 Hartwell
Avenue,  Lexington,  MA 02173, and Avert, Inc. ("Avert"), a corporation with its
principal  place of business at Remington  Street,  Fort Collins,  CO 80524,  to
provide for the resale by Restrac of Avert's "Avertnet" and other Internet-based
pre-employment screening and background checking services (collectively referred
to herein as the "Services").

     1. Creation of Private Brand for Services.

          (a) Promptly  following  the execution of this  Agreement,  Avert will
     develop,  at its own  expense,  an order  form for the  Services  presently
     offered,  customized  for use by Restrac's  customers  (the "Order  Form").
     Restrac will have the right to approve the Order Form, such approval not to
     be unreasonably  withheld.  During the term of this Agreement,  the parties
     will collaborate to update the Order Form to reflect Services being offered
     on a current basis.

          (b) Restrac will develop,  at its own expense, a link in its "WebHire"
     service  to launch the Order Form for the  Services  in a separate  browser
     window.  Restrac  will  also  make the  Services  available  to its  "Hire"
     software customers.

     2. Resale Methodology.

          (a) Restrac  customers  will  purchase  Services  directly from Avert,
     initially by executing an agreement  with Avert in a form to be approved by
     both Avert and Restrac (the  "Customer  Agreement"),  and  subsequently  by
     initiating orders in accordance with the Order Form. The Customer Agreement
     will provide  that  charges for the  Services in the amounts  listed in the
     Order Form (or  otherwise  established  by  Restrac)  will be billed to the
     customer  by, and that  payments  will be made to,  Restrac.  At  Restrac's
     option,  the Customer  Agreement will require that customers  provide Avert
     with copies of any written  authorizations  necessary to obtain information
     provided as part of the  Services,  and Restrac will be entitled to receive
     copies of such  authorizations.  Results of  Services  will be  provided to
     Restrac   customers  via  email  (when  the  customer  has  standard  email
     protocols), fax, the Internet or U.S. mail.

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          (b) Restrac  will be  responsible  for paying  Avert for all  Services
     purchased  by Restrac  customers.  Restrac will pay Avert $18 per month per
     subscriber for basic Services  consisting of account setup and maintenance,
     all releases of Avertnet and OrderXpert  (and/or other  Services  currently
     offered),  and  unlimited  "First  Checks".  Restrac  will  pay  Avert  for
     additional Services purchased by Restrac Customers at rates equal to 63.75%
     of  Avert's  current  published  standard  retail  rates for the  Services.
     Restrac will have the opportunity to receiving additional discounts,  based
     upon the  achievement  of mutually  agreed upon revenue  goals.  Avert will
     provide  Restrac  with not less than 60 days' prior  written  notice of any
     increase in such rates.  Restrac will have the right to  determine,  in its
     sole discretion, the amounts charged to Restrac customers for the Services.
     Restrac  will be  established  as a "parent  account"  in the Avert  "ASAP"
     customer system, and will be provided with a full monthly accounting of all
     Services purchased by Restrac customers. Restrac will remit all amounts due
     to Avert within 60 days after receiving the monthly accounting.

     3. Joint Marketing Activities.

          (a) During the initial 120 days of this  Agreement,  Avert and Restrac
     will  collaborate  on a project  plan for  tighter  integration  of Avert's
     services with Restrac's products.

          (b) Restrac  will  promote  the  availability  of the  Services to its
     existing and new  customers as soon as the Services are  available to them.
     Restrac will display  Avert's logo in Restrac's  sales material in a manner
     reasonably approved by Avert.

          (c) Avert  and  Restrac  will  establish  web  sites  for  cooperative
     marketing activities.

          (d) Avert will introduce Restrac products to its customers through the
     Avert Alliance catalog of products and services.

          (e) Unless specifically  requested by a customer on the customer's own
     initiative,  for a  period  of six  months  after  the  execution  of  this
     Agreement,  neither  Restrac  nor Avert will  enter into a joint  marketing
     arrangement with a direct  competitor of the other.  During the entire term
     of this  Agreement,  neither  party  will  enter  into such an  arrangement
     without  giving the other a minimum of 60 days' prior  written  notice.  If
     either party shall enter into such an arrangement  pursuant to this Section
     3(e),  the  other  party's   obligations  under  this  Section  3(e)  shall
     terminate.




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     4. Avert Warranty.

          (a) Avert  warrants  that it has or will have all rights  necessary to
     provide the  Services to Restrac  customers,  and,  except for  liabilities
     covered by Restrac's indemnity  obligations provided in Section 4(b) below,
     will  indemnify  Restrac and hold it harmless  with  respect to any and all
     claims arising in connection with the Services,  provided that Restrac will
     give  Avert  prompt  notice  of any such  claim  and the right to defend or
     settle same.

          (b) Restrac will indemnify  Avert and hold it harmless with respect to
     any and all claims arising from errors resulting from modifications made by
     Restrac  to any  applicant  information  passed  to Avert  via the  WebHire
     system,  provided  that Avert shall give Restrac  prompt notice of any such
     claim and the right to defend or settle same.

          (c) Without  limiting  the  generality  of the  foregoing,  Avert will
     maintain all  security  precautions  and releases  necessary to ensure that
     confidential  information  is only  ordered by and  released to  authorized
     parties.

     5. Referral Fees Payable to Avert by Restrac.

          (a) Avert may identify to Restrac  certain  customers  as  prospective
     referrals  for sales of  Restrac  software  product  licenses  and  WebHire
     services.  Such a customer will be treated as a "Referral"  for purposes of
     this Agreement  only if Restrac so agrees in writing,  and Avert effects an
     introduction to the customer occurring within 30 days after such agreement.

          (b) If, as a result of the introduction by Avert, a Referral purchases
     a Restrac  software  product  license and/or WebHire  services  within nine
     months after such  introduction,  Restrac  will pay referral  fees to Avert
     equal to 5% of Restrac's  net first year revenue from all Restrac  software
     product licenses and WebHire services purchased by such Referral.  Referral
     fees  shall  not  be  earned  on   payments   received   by   Restrac   for
     implementation, consulting or other services

          (c) If,  as a  result  of the  introduction  by  Restrac,  a  Referral
     purchases Avert services within nine months after such introduction,  Avert
     will pay  referral  fees to Restrac  equal to 5% of Avert's  net first year
     revenue from all Avert services  purchased by such Referral.  Referral fees
     shall not be earned on payments  received by Avert for  implementation  and
     consulting services.



<PAGE>

     6. Confidentiality.

          (a) Each  party  agrees to treat all  information  of the other  party
     which is not generally known and which is either identified as confidential
     or is normally understood to be confidential  ("Confidential  Information")
     as  confidential,  and  not to  disclose  the  other  party's  Confidential
     Information  to any third party  during the term hereof and for a period of
     five years after the  termination  or  expiration  of this  Agreement.  The
     existence  and terms of this  Agreement  shall be treated  as  Confidential
     Information, except as otherwise agreed by the parties.

          (b)  A  party's  obligation  of  confidentiality  will  not  apply  to
     information  which is known to the  receiving  party  prior to  disclosure,
     which is or becomes  publicly  available  without breach of this Agreement,
     which is received  from a third  party or  developed  independently  by the
     receiving  party,  or  which  is  required  to be  disclosed  by  court  or
     governmental order.


     7. Independent Contractors.

     The  parties  to this  Agreement  are  independent  contractors.  Except as
expressly  provided  herein,  neither  party is  authorized  to  enter  into any
commitments on behalf of, or legally bind, the other.

     8. No-Hire Commitment.

     During  the term of this  Agreement  and for one year  thereafter,  neither
party will hire an  employee  of the other  party or induce an  employee  of the
other party to leave his or her employment.

     9. Term and Termination.

          (a) The initial term of this Agreement will be two years.  Thereafter,
     this Agreement will  automatically  renew for  successive  one-year  terms,
     unless either party gives the other written  notice of its intention not to
     renew not less than 90 days prior to the renewal date.

          (b)  Notwithstanding  the  foregoing,  either party may terminate this
     Agreement  effective  upon  written  notice  during  the  continuance  of a
     material  breach by the other party which remains uncured more than 30 days
     after written notice thereof.



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          (c) All rights and  obligations  of the parties  accruing prior to the
     termination  of  this  Agreement,  and all  rights  and  obligations  under
     Sections 4, 6 and 8 hereof shall survive such termination.

     10. General.

          (a) All notices  hereunder  shall be in writing and shall be delivered
     to the  attention  of a  party's  designated  contact,  with a copy  to its
     president, at the address set forth on the first page of this Agreement, or
     to such  other  person or address  as shall  have been  provided  by notice
     hereunder.   The  contacts  initially  designated  are:

            Restrac:  Michael Pittenger, Director, Business Development
            Avert:    Leonard Koch, VP of Business Development

          (b)  Except  as  expressly  provided  herein,  a  party's  rights  and
     obligations  under  this  Agreement  are not  assignable  other than to its
     parent or subsidiary or a successor to substantially all of its business.

          (c) This  Agreement  is the  entire  agreement  of the  parties on the
     subject hereof and supersedes  all prior oral and written  discussions.  It
     may not be modified, nor may any of its provisions be waived, other than by
     a  written  instrument  signed by the party  sagainst  whom such  waiver or
     modification is to be enforced.

          (d) This  Agreement  shall be governed by and  construed in accordance
     with the laws of Massachusetts.

     EXECUTED UNDER SEAL as of the date set forth above.


AVERT, INC.                                     RESTRAC, INC.


By:  /s/ Leonard Koch Its: VP Business Dev.     By:  /s/ Cindy Eades Its:  CFO
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