EXHIBIT 10.9.1

                                   AVERT, INC.
                              AMENDED AND RESTATED
                            1994 STOCK INCENTIVE PLAN

                        INCENTIVE STOCK OPTION AGREEMENT

     This agreement (the  "Agreement")  is made January 5, 1999,  between Avert,
Inc.,  a  Colorado  corporation  (the  "Company"),   and  Dean  A.  Suposs  (the
"Optionee").  The Company  hereby  grants  Optionee an option (the  "Option") to
purchase One Hundred Thousand  (100,000) of the Company's common shares,  no par
value (the "Common Shares"), for a purchase price (the "Option Price") of $4.188
per Common  Share.  The  Option has been  granted  pursuant  to the Avert,  Inc.
Amended and Restated  1994 Stock  Incentive  Plan (the "Plan") and shall include
and be  subject to all  provisions  of the Plan,  which are hereby  incorporated
herein by reference,  and shall be subject to the  following  provisions of this
Agreement:

     1. Term and Vesting. Subject to the provisions of this Agreement, including
but not  limited  to  paragraph  6 hereof,  and the  Plan,  this  option  may be
exercised in blocks of 100 shares or any multiple thereof after the date of this
Agreement and prior to 5:00 p.m., on January 1, 2009,  (the  "Expiration  Date")
but not thereafter, in accordance with the following:

          (a)  immediately on January 1, 2000,  this option may be exercised for
     up to 20,000 shares of the total Common Shares covered hereby: and

          (b)  immediately on January 1, of each of the four  succeeding  years,
     this  options  may  be  exercised  on  each  of  those  dates  for up to an
     additional 20,000 shares of the total Common Shares covered hereby;

          so that on and  after  January  1,  2004,  and  continuing  until  the
          Expiration  Date this  option may be  exercised  for up to 100% of the
          total Common Shares included in this option;  provided,  however, that
          notwithstanding  the provisions of 1(a) or 1(b) hereof, but subject to
          the further provisions of this Agreement, if prior to January 1, 2004,
          Optionee's  employment  with the Company is  terminated by the Company
          without  cause  under the  terms of  Paragraph  9.1 of the  Employment
          Agreement  between the Company  and  Optionee,  dated as of January 1,
          1994,  and a Change in Control as defined in the Plan has not occurred
          theretofore,  this  option may be  exercised  for up to an  additional
          10,000  shares of the total Common  Shares  covered  hereby (or in the
          event such  termination  should  occur prior to the first  anniversary
          date of this  Agreement  and a Change in Control  has not  theretofore
          occurred,  10,000 shares of the total Common Shares  covered  hereby),
          effective on the date of such termination.

     2. Method of  Exercise.  Exercise  of this option  shall be affected by the
Optionee  giving written  notice to the Company (in the form attached  hereto as
Exhibit A, whose  covenants and  substantive  provisions are hereby made part of
this Agreement) which shall:

          (a) state that the Option is thereby  being  exercised,  the number of
     shares  of  Common  Shares  with  respect  to  which  the  Option  is being
     exercised, each person in whose name any certificates for the Common Shares
     should be registered and his or her address and social security number;

          (b) be signed by the person or persons entitled to exercise the Option
     and, if the Option is being exercised by anyone other than the Optionee, be
     accompanied by proof  satisfactory  to counsel for the Company of the right
     of such  person or persons to  exercise  the Option  under the Plan and all
     applicable laws and regulations; and

          (c) be accompanied by such  representations,  warranties or agreements
     with respect to the investment intent of such person or persons  exercising
     the Option as the  Company  may  reasonably  request in form and  substance
     satisfactory to counsel for the Company.

     3. Payment of Price. Upon exercise of the Option, the Company shall deliver
a certificate or certificates  for such Common Shares to the specified person or
persons at the specified  time upon receipt of the full purchase  price for such
Common Shares by any method of payment authorized by the Plan.


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     4.  Transferability.  The Option shall not be  transferable by the Optionee
except as  expressly  provided  by the Plan.  The  Option  shall be  exercisable
(subject to any other applicable  restrictions on exercise) only by the Optionee
for his own  account,  except in the  events of the death or  disability  of the
Optionee,  in either of which events the Option shall be exercisable (subject to
any other  applicable  restrictions  on exercise) only by the Optionee's  estate
(acting  through its  fiduciary)  or by the  Optionee's  duly  authorized  legal
representative, respectively.

     5.  Restrictions on Exercise.  The Option is subject to all restrictions in
this Agreement or in the Plan. As a condition of any exercise of the Option, the
Company may require the Optionee or his successor to make any representation and
warranty  to comply  with any  applicable  law or  regulation  or to confirm any
factual matters reasonably requested by counsel for the Company.

     6.  Early  Termination  of  Option.  Notwithstanding  Paragraph  1 of  this
Agreement,   the  Option  shall   terminate,   expire  and  become  invalid  and
nonexercisable on the date three months following the date of termination of the
Optionee's employment as an employee of the Company or a subsidiary  corporation
(other  than by reason of death or  permanent  and total  disability  within the
meaning of Section  22(e)(3) of the Internal  Revenue  Code of 1986,  as amended
(the "Code")).

     7. Taxes.  The Optionee hereby agrees to pay to the Company,  in accordance
with the  terms  of the  Plan,  any  federal,  state or local  taxes of any kind
required by law to be withheld with respect to the Option granted hereunder.  If
the Optionee  does not make such payment to the Company,  the Company shall have
the right to withhold from any payment of any kind otherwise due to the Optionee
from the Company, any federal,  state or local taxes of any kind requires by law
to be withheld  with respect to the Option or the Common  Shares to be purchased
by the Optionee under Section 422 or any successor section thereto of the Code.

     8. Investment Representation. The Optionee agrees that any Common Shares of
the Company  which the  Optionee  may  acquire by virtue of the Option  shall be
acquired for investment purposes only and not with a view to the distribution or
resale, and may not be transferred,  sold,  assigned,  pledged,  hypothecated or
otherwise  disposed of by the Optionee  unless (i) a  registration  statement or
post-effective amendment to a registration statement under the Securities Act of
1933 as amended (the "Securities  Act"),  with respect to said Common Shares has
become effective so as to permit the sale or other disposition of said shares by
the  Optionee;  or (ii) there is  presented to the Company an opinion of counsel
satisfactory  to the  Company  to the  effect  that the  sale or other  proposed
disposition  of said shares by the Optionee may lawfully be made  otherwise than
pursuant to an effective registration statement or post-effective amendment to a
registration statement relating to the said share under the Securities Act.

     9.  Consent  to   Jurisdiction.   The  Optionee   hereby  consents  to  the
jurisdiction  of the state  court of  general  jurisdiction  sitting  in Larimer
County,  Colorado,  to  resolve  all  questions  arising  under  or out of  this
Agreement.

     10.  Definitions.  Unless otherwise defined in this Agreement,  capitalized
terms will have the same meanings given them in the Plan.

                                            AVERT, INC.

DATE OF GRANT:  January 5, 1999             By: ____________________________
                                                Steve Fienhold
                                                Michael Vaughan
                                                Compensation Committee
                                                Avert, Inc. Board of Directors

                             ACCEPTANCE OF AGREEMENT

The Optionee  hereby:  (a)  acknowledges  receiving a copy of the Plan, which is
attached  to this  Agreement,  and  represents  that  he is  familiar  with  all
provisions of the Plan; (b) accepts this Agreement and the Option granted to him
under this Agreement  subject to all provisions of the Plan and this  Agreement;
and (c)  agrees to accept as  binding,  conclusive  and final all  decisions  or
interpretations of the Company.


Date:  January 5, 1999                           ____________________________
                                                 Optionee - Dean A. Suposs