# EXHIBIT
10.7.1

# AVERT, INC.

# NON-EMPLOYEE
DIRECTORS STOCK OPTION PLAN, AS AMENDED

# SECTION 1

# Purpose

Avert,
Inc. Non-Employee Directors Stock Option Plan (the Plan)
provides for the grant of Stock Options to Non-Employee Directors of Avert, Inc.
(the Company) and of any subsidiary corporation of the Company in
order to encourage and provide incentives for high level performance by the
Non-Employee Directors of the Company.

# SECTION 2

# Non-Incentive
Stock Options

The
Stock Options granted under the Plan shall be nonstatutory stock options which
are intended to be options that do not qualify as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended
(the Code).

# SECTION 3

# Administration

3.1
Committee. The Plan shall be administered by the Board of Directors of the
Company (the Board) or by a committee consisting of one or more
employee members of the Board (the Committee). The Committee or the
Board, as the case may be, shall have full authority to administer the Plan,
including authority to interpret and construe any provision of the Plan and any
Stock Option granted thereunder, and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of the Code or in order to conform to any regulation or to any
change in any law or regulation applicable thereto. However, the Committee shall
have no authority, discretion or power to select the Non-Employee Directors who
will receive any Stock Option, determine the number of shares to be issued
hereunder or the time at which such Stock Options are to be granted, establish
the duration of the Stock Options or alter any other terms or conditions
specified in the Plan, except in the course of administering the Plan pursuant
to the provisions of the Plan. The Board of Directors may reserve to itself any
of the authority granted to the Committee as set forth herein, and it may
perform and discharge all of the functions and responsibilities of the Committee
at any time that a duly constituted Committee is not appointed and serving. All
references in this Plan to the Committee shall be deemed to refer to
the board whenever the Board is discharging the powers and responsibilities of
the Committee.

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3.2
Actions of Committee. All actions taken and all interpretations and
determinations made by the Committee in good faith (including determination of
Fair Market Value) shall be final and binding upon all Option Holders, the
Company and all other interested persons. No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan, and all members of the Committee shall, in
addition to their rights as directors, be fully protected by the Company with
respect to any such action, determination or interpretation.

# SECTION 4

# Definitions

4.1
Subsidiary Corporation. For purposes of the Plan, a "subsidiary
corporation" consists of any corporation at least fifty percent (50%) of the
stock of which is directly or indirectly owned or controlled by the Company.

4.2
Common Stock. A share of Common Stock means a share of authorized
but unissued or reacquired Common Stock, No Par Value, of the Company.

4.3
Fair Market Value. If the Common Stock is not traded publicly, the
Fair Market Value of a share of Common Stock on any date shall be determined, in
good faith, by the Board or the Committee after such consultation with outside
accounting and other experts as the Board or the Committee may deem advisable,
and the Board or the Committee shall maintain a written record of its method of
determining such value. If the Common Stock is traded publicly, the Fair Market
Value of a share of Common Stock on any date shall be the average of the
representative closing bid and asked prices, as quoted by the National
Association of Securities Dealers through NASDAQ (its automated system for
reporting quotes), for the date in question or, if the Common Stock is listed on
the NASDAQ National Market System or is listed on a national stock exchange, the
officially quoted closing price on NASDAQ or such exchange, as the case may be,
on the date in question.

4.4
Non-Employee Director. A Non-Employee Director is a member of the
Board of Directors of the Company who is not also an employee or officer of the
Company.

4.5
Option Holder. An Option Holder is a Non-Employee Director to whom
a Stock Option is granted.

4.6
Stock Option. A Stock Option is the right granted under the Plan to
a Non-Employee Director to purchase, at such time or times and at such price or
prices (Option Price) as are determined pursuant to the Plan, the
number of shares of Common Stock determined pursuant to the Plan.

# SECTION 5

# Option Grants

5.1
Number of Shares. Upon the effective date of this Plan as provided in Section 15
hereof or, if later, upon the initial election or appointment of a Non-Employee
Director to the Companys Board of Directors, each Non-Employee Director
shall be granted a Stock Option to purchase 1,000 shares of Common Stock
(subject to adjustment pursuant to Section 6.2 hereof) effective as of the
effective date of this Plan or, if later, the date such person is elected or
appointed to the Board of Directors. In addition, each Non-Employee Director
shall be granted a Stock Option to purchase 1,000 shares of Common Stock
(subject to adjustment pursuant to Section 6.2 hereof) effective as of each
anniversary date of the initial grant of a Stock Option to such Director under
the preceding sentence

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5.2
Vesting of Stock Options. Except as provided in Sections 7 and 11, each Stock
Option granted under this Plan shall be vested as to one hundred percent (100%)
of the number of shares subject to such Stock Option upon the first anniversary
date the Stock Option is granted. No Stock Option shall be exercisable if not
vested.

5.3
Price. The purchase price per share of Common Stock for the shares to be
purchased pursuant to the exercise of any Stock Option shall be 100% of the Fair
Market Value of a share of Common Stock on the date on which the Non-Employee
Director is granted the Stock Option.

5.4
Other Terms. Except for the limitations set forth in Sections 5.1, 5.2, 5.3 and
7.1, the terms and provisions of Stock Options shall be as determined from time
to time by the Committee, and each Stock Option issued may contain terms and
provisions different from other Stock Options granted to the same or other Stock
Option recipients. Each Stock Option shall be evidenced by a written agreement
(Option Agreement) containing such terms and provisions as the
Committee may determine, subject to the provisions of the Plan.

# SECTION 6

# Shares of
Common Stock Subject to the Plan

6.1
Maximum Number. Initially, the maximum aggregate number of shares of Common
Stock that may be made subject to Stock Options shall be 80,000 authorized but
unissued shares of Common Stock. If any shares of Common Stock subject to Stock
Options are not purchased or otherwise paid for before such Stock Options
expire, such shares again may be made subject to Stock Options.

6.2
Adjustments for Stock Split; Stock Dividend, Etc. If, at any time subsequent to
the effective date of the Plan as provided in Section 15 hereof, the number of
shares of Common Stock is increased or decreased, or changed into or exchanged
for a different number or kind of shares of stock or other securities of the
Company or of another corporation (whether as a result of a stock split, stock
dividend, combination or exchange of shares, exchange for other securities,
reclassification, reorganization, redesignation, merger, consolidation,
recapitalization or otherwise): (i) there shall automatically be substituted for
each share subject to an unexercised Stock Option (in whole or in part) granted
under the Plan, the number and kind of shares of stock or other securities into
which each outstanding share shall be changed or for which each such share shall
be exchanged; and (ii) the option price per share or unit of securities shall be
increased or decreased proportionately so that the aggregate purchase price for
the securities subject to a Stock Option shall remain the same as immediately
prior to such event. In addition to the foregoing, the Committee shall be
entitled in the event of any such increase, decrease or exchange of shares to
make other adjustments to the securities subject to a Stock Option, the
provisions of the Plan, and to any related Stock Option agreements (including
adjustments which may provide for the elimination of fractional shares), where
necessary to preserve the terms and conditions of any grants hereunder.

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6.3
Determination by the Committee. Adjustments under this Section 6 shall be made
by the Committee, whose determinations with regard thereto shall be final and
binding upon all parties thereto.

# SECTION 7

# Exercise of
Stock Options

7.1
Time of Exercise. A Stock Option shall become exercisable in accordance with
this Section 7 subject to Section 11. Such times shall be set forth in the
Option Agreement evidencing such Stock Option. A Stock Option shall expire, to
the extent not exercised, five years after the date on which it was granted.

7.2
Termination of Director Status Before Exercise. If an Option Holders term
as a director of the Company shall terminate for any reason other than the
Option Holders death or disability, any Stock Option then held by the
Option Holder, to the extent then exercisable under the terms of this Plan and
the applicable Option Agreement(s), shall remain exercisable after the
termination of his director status for a period of three months (but in no event
beyond five years from the date of grant of the Stock Option). If the Option
Holders director status is terminated because the Option Holder dies or
becomes disabled within the meaning of Section 22(e)(3) of the Code, any Stock
Option then held by the Option Holder, shall become immediately exercisable in
full and the applicable Option Agreement(s), shall remain exercisable after the
termination of his directorship for a period of twelve months (but in no event
beyond five years from the date of grant of the Stock Option). If the Stock
Option is not exercised during the applicable period, it shall be deemed to have
been forfeited and of no further force or effect.

7.3
Disposition of Forfeited Stock Options. Any shares of Common Stock subject to
Stock Options forfeited by an Option Holder shall not thereafter be eligible for
purchase by the Option Holder but may be made subject to Stock Options granted
to other Option Holders.

# SECTION 8

# No Effect
Upon Shareholder Rights

Nothing
in this Plan shall interfere in any way with the right of the shareholders of
the Company to remove the Option Holder from the Board of Directors pursuant to
applicable state laws and the Companys Articles of Incorporation and
Bylaws.

# SECTION 9

# No Rights as
a Shareholder

Except
as expressly provided in this Plan, an Option Holder shall have no rights as a
shareholder with respect to any shares of Common Stock subject to a Stock Option
prior to the exercise of such Stock Option and the transfer of Common Stock to
the Option Holder. Except as provided in Section 6.2, no adjustment shall be
made in the number of shares of Common Stock issued to an Option Holder, or in
any other rights of the Option Holder upon exercise of a Stock Option by reason
of any dividend, distribution or other right granted to shareholders for which
the record date is prior to the date of exercise of the Option Holders
Stock Option.

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# SECTION 10

# Assignability

No
Stock Option granted under this Plan, nor any other rights acquired by an Option
Holder under this Plan, shall be assignable or transferable by an Option Holder,
other than by will or the laws of descent and distribution. In the event of the
Option Holders death while serving as a director, the Stock Option may be
exercised to the extent then exercisable under the applicable Option Agreement
by the personal representative of the Option Holders estate or, if no
personal representative has been appointed, by the successor or successors in
interest determined under the Option Holders will or under the applicable
laws of descent and distribution.

# SECTION 11

# Change in
Control

11.1
Options. Upon the occurrence of a Change of Control (as defined below),
notwithstanding any other provisions hereof or of any agreement to the contrary,
all Stock Options granted under this Plan shall become immediately exercisable
in full and remain exercisable under the terms of the applicable Option
Agreement(s).

For
purposes of this Plan, a Change of Control shall be deemed to have occurred if:
(i) a tender offer shall be made and consummated for the ownership of 50% or
more of the outstanding voting securities of the Company; (ii) the Company shall
be merged or consolidated with another corporation and, as a result of such
merger or consolidation, less than 50% of the outstanding voting securities of
the surviving or resulting corporation shall be owned in the aggregate by the
former shareholders of the Company as the same shall have existed immediately
prior to such merger or consolidation; or (iii) the Company shall sell
substantially all of its assets to another corporation which is not a wholly
owned subsidiary; or (iv) a person, within the meaning of Section 3(a)(9) or of
Section 13(d)(3) (as in effect on the date hereof) of the Securities Exchange
Act of 1934 (the Exchange Act), shall acquire, other than by reason
of inheritance, 50% or more of the outstanding voting securities of the Company
(whether directly, indirectly, beneficially or of record). In making any such
determination, transfers made by a person to an affiliate of such person (as
determined by the Board of Directors of the Company), whether by gift, devise or
otherwise, shall not be taken into account. For purposes of this Plan, ownership
of voting securities shall take into account and shall include ownership as
determined by applying the provisions of Rule 13d-3(d)(1)(i) as in effect on the
date hereof pursuant to the Exchange Act.

Notwithstanding
the provisions of subparagraph (iv) of this Section 11, person is
used in that subparagraph shall not include any holder who was the beneficial
owner of more than ten percent (10%) of the voting securities of the Company on
the date this Plan is approved by the Board of Directors.

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# SECTION 12

# Amendment

The
Board may from time to time alter, amend, suspend or discontinue the Plan,
including, where applicable, any modifications or amendments as it shall deem
advisable in order to conform to any regulation or to any change in any law or
regulation applicable thereto; provided, however, that no such action shall
adversely affect the rights and obligations with respect to Stock Options at any
time outstanding under the Plan; and provided further that no such action shall,
without the approval of the shareholders of the Company, (i) materially increase
the maximum number of shares of Common Stock that may be made subject to Stock
Options (unless necessary to effect the adjustments required by Section 6.2),
(ii) materially increase the benefits accruing to Option Holders under the Plan,
or (iii) materially modify the requirements as to eligibility for participation
in the Plan. Subject to the foregoing, the provision of Section 6 of the Plan
which sets forth the number of shares of Common Stock for which Stock Options
shall be granted, the timing of Stock Option grants and the Stock Option
exercise price shall not be amended more than once every six (6) months other
than to comport with changes in the Code, ERISA or the rules thereunder.

# SECTION 13

# Registration
of Optioned Shares

The
Stock Options shall not be exercisable unless the purchase of such optioned
shares is pursuant to an applicable effective registration statement under the
Securities Act of 1933, as amended (the Act), or unless, in the
opinion of counsel to the Company, the proposed purchase of such optioned shares
would be exempt from the registration requirements of the Act and from the
registration or qualification requirements of applicable state securities laws.

# SECTION 14

# Nonexclusivity
of the Plan

Neither
the adoption of the Plan by the Board nor the submission of the Plan to
shareholders of the Company for approval shall be construed as creating any
limitations on the power or authority of the Board to adopt such other or
additional compensation arrangements of whatever nature as the Board may deem
necessary or desirable or precluded or limit the continuation of any other plan,
practice or arrangement for the payment of compensation or fringe benefits to
Non-Employee Directors, which the Company now has lawfully put into effect.

# SECTION 15

# Effective
Date

This
Plan was adopted by the Board of Directors of the Company on April 21, 1994 and
will become effective, if at all, on the effective date of the Companys
Registration Statement on Form SB-2 filed with the Securities and Exchange
Commission on March 21, 1994.

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