# EXHIBIT 10.24

# eBenefits
and Avert Strategic Alliance Agreement

`eBenefits, Inc.                             Avert
135 Stillman Ave.                           301 Remington Street
San Francisco, CA 94107                     Fort Collins, Colorado 80524
Phone: (415) 495-7585                       Phone: (800) 367-5933
Fax: (415) 704-3153                         Fax:  (800) 237-4011`

This Strategic Alliance Agreement
(Agreement) dated July 1, 2000 (Effective Date), is
between eBenefits, Inc. (eBenefits) and Avert.

eBenefits is in the
business of providing, promoting and distributing a wide range of HR and
business management products and services through its public web site at
www.ebenefits.com and through a series of customized versions of its web
site (Co-branded applications) provided to alliance partners, approved resellers
and other eBenefits partnerships.

Avert is a company devoted
exclusively to the provision of employment screening services and related hr
employment services for a global marketplace of human resource professionals.

The purpose of this
Agreement is to enable eBenefits and Avert to enter into a relationship that
will enable the two parties to provide access to the eBenefits products and
services through a co-branded application.

NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, eBenefits and Avert hereby agree as follows:

## 1. SERVICES

Avert Services. In
order to enable and assist eBenefits to develop the Co-Branded Services, Avert
agrees to deliver the items and perform the services described in Exhibit
A (the Avert Services).

| | Avert
shall be responsible for maintaining, hosting and providing the Avert Services
and Avert-developed portion of the Co-Branded Site. Nothing in this Agreement
shall be construed to grant eBenefits any right or license to the Avert
Services.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

eBenefits Services.
eBenefits agrees to develop the Co-Branded Services to the specifications
described in Exhibit A, subject to any changes in the specifications
agreed upon in writing by the parties.

eBenefits shall be
responsible for providing, maintaining and supporting the Co-Branded Services
and the eBenefits-developed portion of the Co-Branded Site, as well as
maintaining and hosting the Co-Branded Site. The Co-Branded Services shall be
accessible through the Co-Branded Site twenty-four hours a day, seven days a
week, except for scheduled maintenance, required repairs and interruptions
beyond eBenefits reasonable control. The Co-Branded Site and the
Co-Branded Services shall be available on the Internet after the agreed upon
launch date. eBenefits shall include on the Co-Branded Site such legal notices
as mutually agreed in writing by the parties. eBenefits shall upgrade the
Co-Branded Services on substantially the same schedule as eBenefits upgrades its
non-co-branded version of such services.

---

## 3. MARKETING
AND PROMOTION

Marketing  Activities.
Avert shall perform at a minimum the marketing and promotional activities for
the Co-Branded Services described in Exhibit B.

Terms of Service. Acceptance of any order for the Co-Branded Services shall
be subject to the Terms of Service and standard policies as more fully described
at www.eBenefits.com. eBenefits shall provide prior notice to Avert should
eBenefits terminate the provision of Co-Branded Services to any User pursuant to
the existing Terms of Service and/or other standard policies in place at the
time of said termination of service.

eBenefits Marketing
Collateral.eBenefits shall deliver to Avert our logo and product
information on Virtual HR (eBenefits Marketing Collateral) for the
purpose of Averts promotion of Co-Branded Services in accordance with the
terms of this Agreement

Avert Marketing
Collateral.Avert shall be responsible for developing marketing
collateral in addition to the collateral provided by eBenefits (Avert
Marketing Collateral). Avert Marketing Collateral shall be subject to
eBenefits prior written approval. Avert shall make the Avert Marketing
Collateral available to eBenefits for the purpose of eBenefits promotion
of Co-Branded Services in accordance with the terms of this Agreement.

## 4. ORDER
PROCESSING

eBenefits shall process
orders for Co-Branded VirtualHR accounts. eBenefits reserves the right to reject
Users who order Co-Branded VirtualHR through the Co-Branded Site that do not
comply with any requirements that eBenefits periodically may establish.
Customers who order VirtualHR through this Program will be deemed to be
customers of eBenefits. Accordingly, all eBenefits rules, policies, and
operating procedures concerning customer orders, customer service and product
sales will apply to those customers.

## 5.
CO-BRANDED SERVICES PRICING AND FEES

| | In
lieu of a commission to Avert for delivering customers that elect to subscribe
to VirtualHR eBenefits agrees to offer an equivalent financial benefit to such
customers. The financial benefit can be in the form of deferred payment, reduced
monthly charge or other similar program. eBenefits will notify Avert Inc of the
financial benefit program in effect and any changes to the program as they
occur.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 6. RECORDS.

The parties shall maintain
complete and accurate accounting records at their principal place of business
covering all transactions, revenues and associated fees and payments, and each
party shall have the right, subject to confidentiality measures, to inspect
relevant accounting records by an independent certified public accountant on
thirty (30) days written notice during normal business hours. The parties shall
maintain such relevant accounting records for at least two (2) years after
termination or expiration of this Agreement.

---

## 7.
INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS

Retention of Rights.
Except as expressly licensed under this Agreement, each party shall retain all
rights and interests in its respective trademarks, copyright and other
intellectual property or proprietary rights. The parties acknowledge and agree
that (i) each partys intellectual property or proprietary rights are and
shall remain the sole property of that party; (ii) nothing in this Agreement
shall convey to either party any right of ownership in the other partys
intellectual property or proprietary rights; (iii) neither party shall now or in
the future contest the validity of the other partys intellectual property
or proprietary rights; (iv) neither party shall in any manner take any action
that would impair the value of, or goodwill associated with, such intellectual
property or proprietary rights; and (v) at no time during or after the terms of
this Agreement shall either party challenge or assist others to challenge their
respective intellectual property or proprietary rights. The parties acknowledge
and agree that all use a partys property by the other party shall inure to
the benefit of the party whose property is being used.

Averts Ownership
Rights. eBenefits acknowledges and agrees that except as otherwise provided
herein, Avert shall retain sole ownership of the content of the Co-Branded Site
provided by Avert (the Avert Content). Except as otherwise provided
herein, title to all intellectual property rights, including but not limited to
copyrights, trademarks, patents and trade secrets in the Avert Content is with,
and shall remain with Avert.

eBenefits
Ownership Rights. Avert acknowledges and agrees that except as otherwise
provided herein, eBenefits shall retain sole ownership of the content of the
Co-Branded Site provided by eBenefits (the eBenefits Content).
Except as otherwise provided herein, title to all intellectual property rights,
including but not limited to copyrights, trademarks, patents and trade secrets
in the eBenefits Content is with, and shall remain with eBenefits.

Avert License.
Subject to the terms and conditions of this Agreement and solely for purposes
contemplated in it, Avert hereby grants eBenefits a non-exclusive, worldwide,
revocable, royalty-free, limited license (i) to use, reproduce, distribute,
modify, publicly perform, and publicly display the Avert Content on the
Co-Branded Site (eBenefits may not change, edit or otherwise alter said
content); (ii) to use the trade or service name and mark Avert and related logos
(collectively the Avert Marks) on the Co-Branded Site,and
(iii) to use the Avert Marketing Collateral in connection with the promotion,
marketing and distribution of the Co-Branded Site. If eBenefits desires to use
such Avert Marks or Marketing Collateral other than as set forth above
(including their use in press releases, product brochures and financial reports
of eBenefits), eBenefits shall, in each instance, obtain Averts written
approval for use of the Avert Marks or Marketing Collateral, which consent shall
not be unreasonably withheld or delayed.

eBenefits License.
Subject to the terms and conditions of this Agreement and solely for the
purposes contemplated in it, eBenefits hereby grants to Avert a non-exclusive,
worldwide, revocable, royalty-free, limited license to use the trade or service
name and mark eBenefits and related logos (collectively the eBenefits
Marks) and the eBenefits Marketing Collateral in connection with the
promotion, marketing and distribution of the Co-Branded Site. If Avert desires
to use such eBenefits Marks or Marketing Collateral other than as set forth
above (including their use in press releases, product brochures and financial
reports of Avert), Avert shall, in each instance, obtain eBenefits prior
written consent for use of the eBenefits Marks or Marketing Collateral, which
consent shall not be unreasonably withheld or delayed.

## 8. SITE
MAINTENANCE

Averts Site
Maintenance Obligations. Subject to the terms of this Agreement, including
the restrictions governing Averts use of the eBenefits Marks, Avert shall
be solely responsible for the development, operation, and maintenance of its web
site and for all materials that appear on it. Avert shall be solely responsible
for: the technical operation of its web site and all related equipment; creating
and posting product and service descriptions on its web site and linking to
eBenefits web site; the accuracy and appropriateness of materials posted on its
web site; ensuring that materials posted on Avert web site do not violate or
infringe upon the rights of any third party (including copyrights, trademarks,
privacy, or other personal or proprietary rights); and ensuring that materials
posted on Avert web site are not libelous or otherwise illegal. eBenefits hereby
disclaims all liability for these matters.

---

eBenefits Site
Maintenance Obligations.Subject to the terms of this Agreement, including
the restrictions governing eBenefits use of the Avert Marks, eBenefits
shall be solely responsible for the development, operation, and maintenance of
its web site and for all materials that appear on it. eBenefits shall be solely
responsible for: the technical operation of its web site and all related
equipment; creating and posting product and service descriptions on its site and
linking to the Avert site; the accuracy and appropriateness of materials posted
on its web site; ensuring that materials posted on its web site do not violate
or infringe upon the rights of any third party (including, copyrights,
trademarks, privacy, or other personal or proprietary rights); and ensuring that
materials posted on its web site are not libelous or otherwise illegal. Avert
hereby disclaims all liability for these matters.

## 9. TERM AND
TERMINATION

Term.The
initial term of this Agreement shall be two (2) years from the Effective Date,
and each subsequent term shall be one year. Unless either party terminates this
Agreement as provided herein, the term of this Agreement shall automatically
renew yearly after the initial term. For the term of this Agreement, Avert will
not sell, market, promote or endorse on the Avert site any services that compete
with eBenefits services, which include online human resources and benefits
management for small to mid-sized businesses.

Termination for
Breach. If either party is in default of any material provision of this
Agreement and such default is not cured within sixty (60) days of receipt of
written notice, the non-breaching party shall have the right to terminate this
Agreement. Such remedy shall be non-exclusive and the non-terminating party
shall have all other remedies available at law and in equity.

Automatic
Termination. This Agreement may be terminated by either party immediately,
without notice, (i) upon the institution by or against the other party of
insolvency, receivership, or bankruptcy proceedings or any other proceedings for
the settlement of the other partys debts; (ii) upon the other party making
an assignment for the benefit of creditors; or (iii) upon the other partys
dissolution.

Termination for Quality
or Functionality of the Co-Branded Site. This Agreement may be terminated by
either party if, in either partys reasonable opinion, there are
significant problems with or significant decreases in the quality or
functionality of the Co-Branded Site provided by the other party and the other
party is unable to remedy such quality or functionality issues within sixty (60)
days after said party is given written notice of such issues, or there is a
material adverse change concerning the other partys business operations,
which change the terminating party deems could be detrimental to its interests
and/or that of Users.

---

Obligations Upon
Expiration or Termination. Upon any expiration or termination of this
Agreement, the entire financial obligation of the parties to each other shall be
for then accrued payments due under the Agreement, which payments shall be made
within thirty (30) days of such expiration or termination. All future financial
obligations of the parties to make payments of any kind whatsoever shall
forthwith cease and be of no further force or effect. Not later than seven (7)
days after expiration or termination of this Agreement, the parties (i) shall
return to each other all Confidential Information received from the other party;
(ii) cease use of, and remove form its site, all links to the others site,
all trademarks, and logos of the other party, and all other materials provided
by or on behalf of the other pursuant hereto or in connection with this
Agreement; and (iii) shall provide each other with a signed written statement
certifying compliance with the foregoing obligations.

Services to Users Upon
Expiration or Termination. Upon any expiration or termination of this
Agreement, Avert shall be solely responsible for any continued provision of
Avert services to Avert Services customers, and eBenefits shall be solely
responsible for any continued provision of eBenefits Services to eBenefits
Services customers. eBenefits shall assume responsibility for maintaining,
servicing and billing Users of Co-Branded Services.

## 10. OTHER
SERVICES AND RELATED OBLIGATIONS

At Averts request,
eBenefits shall provide Avert with training, training support, custom
development and other consulting services for fees to be mutually agreed upon by
the parties.

eBenefits shall provide
the same support services at the same service levels to Users of Co-Branded
Services that eBenefits provides to users of its non-co-branded version of such
services.

eBenefits shall maintain
all facilities, equipment, supplies, services, operations and technical support
as are necessary for the delivery of, access to, host, maintenance and support
of the Co-Branded Site as contemplated by this Agreement.

## 11. WARRANTIES

Both parties warrant that
they have full power and authority to enter into this Agreement, and that
entering into and performance of this Agreement by both parties will not
violate, conflict with, or result in a default under any other contract or
agreement to which either party are a party. Both parties warrant that their
respective web site(s) do not and will not infringe, violate or misappropriate
any copyright, trade secret, trademark, or other proprietary or intellectual
property right of any third party or constitute libel, defamation, invasion of
privacy or the violation of any right of publicity or any other right of any
third party. Both parties are solely responsible for the development, operation,
maintenance and content of their respective web site(s) or other distribution
methods.

Both Parties warrant that
the services provided by them under this Agreement (i) will be performed in a
workmanlike manner; (ii) will be in compliance with the terms of this Agreement
or as otherwise agreed to in writing by the parties; and (iii) will be performed
in conformity with applicable professional standards and in compliance with all
laws, rules and regulations applicable thereto.

---

## 12.
INDEMNIFICATION.

Both parties agree to
indemnify, defend and hold the other party and its directors, officers,
affiliates, partners, employees and agents harmless from and against all
liability, losses, claims, damages, costs and expenses (including without
limitation attorneys fees, court costs and costs of other professionals)
relating to or arising from third party claims based on the foregoing. the
development, operation, maintenance and contents of their respective web site(s)
or distribution methods; any negligent act, omission, or willful misconduct in
the performance of this Agreement; and/or the breach of any representation,
warranty or agreement made herein .

## 13. DISCLAIMER.

| | EXCEPT
AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE PARTIES HEREBY DISCLAIM ALL
WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OR MERCHANTIBILITY
AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THIS AGREEMENT WHICH WOULD
OTHERWISE EXTEND BEYOND THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 14. LIMITATION
OF LIABILITY

EXCEPT
AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE
OTHER PARTY FOR LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF USE,
LOSS OF DATA, INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS
AND SERVICES, OR FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INDIRECT OR
INCIDENTAL DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED,
AND WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT
LIABILITY) OR ANY OTHER THEORY OF LIABILITY. THE LIMITS SET FORTH IN THIS
SECTION WILL APPLY EVEN IF EITHER PARTY HAS ADVISED OR BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTYS LIABILITY
UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID TO THE OTHER PARTY UNDER THIS
AGREEMENT. THE PROVISIONS OF THIS SECTION WILL SURVIVE EXPIRATION OR TERMINATION
OF THIS AGREEMENT FOR ANY REASON.

## 15.
CONFIDENTIALITY

During the term of this
Agreement, both parties acknowledge that they may have access to certain
non-public information of the other party, which information a reasonable person
would consider confidential or which is marked as confidential or
proprietary (Confidential Information). Confidential
information includes, but is not limited to the following information: products;
prices; costs; discounts; future plans; business affairs; research; inventions;
engineering; process information; trade secrets; technical information; customer
lists; product design information; and other proprietary information. This
Confidential Information is valuable, special and represents unique assets of
the other party. Confidential Information does not include information that is
generally known and available, or in the public domain through no fault of the
other party.

The parties agree (i) not
to disclose any Confidential Information to any third parties, (ii) not at any
time or in any manner, either directly or indirectly, use any Confidential
Information for your own benefit, or divulge, disclose, or communicate in any
manner any Confidential Information to any third party without prior written
consent of the other party; (iii) not to use any Confidential Information for
any purposes except carrying out your rights and responsibilities under this
Agreement, and (iv) to keep the Confidential Information confidential using the
same degree of care you use to protect your own confidential information, as
long as you use at least reasonable care.

---

A violation of the
provisions of this Section shall constitute a material breach of this Agreement.
If it appears that one party has disclosed (or have threatened to disclose)
Confidential Information in violation of this Agreement, the other party shall
be entitled to an injunction to restrain the breaching party from disclosing, in
whole or in part, such Confidential Information, or from providing any services
to any party to whom such Confidential Information has been disclosed or may be
disclosed. Neither party shall be prohibited by this provision from pursuing
other remedies, including a claim for losses and damages.

## 16.
RELATIONSHIP OF PARTIES

The parties are separate
and independent legal entities, and nothing in this Agreement shall create any
partnership, joint venture, agency, franchise, and sales representative or
employment relationship between the parties. Neither party has the authority to
bind the other or to incur any liability on behalf of the other. Neither party
has the authority to make or accept any offers on behalf of the other, nor to
make any representations on the other partys behalf. Neither party will
make any statement, whether on their own web site or otherwise, that reasonably
would contradict anything in this Section 17.

## 17.
INDEPENDENT INVESTIGATION

BOTH PARTIES ACKNOWLEDGE
THAT THEY HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS.
BOTH PARTIES HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF ENTERING INTO THIS
AGREEMENT AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT
OTHER THAN AS SET FORTH IN THIS AGREEMENT.

## 18. MEDIATION
AND ARBITRATION

The parties agree to select
a mutually agreeable, neutral third party to help them mediate any dispute that
arises under the terms of this Agreement. If the mediation is unsuccessful, the
parties agree that the dispute shall be decided by binding arbitration under the
rules of the American Arbitration Association (AAA), and that the
arbitrator will be selected in a manner consistent with its National Rules for
the Resolution of Commercial Disputes. Arbitration will be administered through
the mutually agreed branch of AAA. Both parties agree that the arbitrator shall
have the power to decide any motions brought by any party to the arbitration,
including motions for summary judgment and/or adjudication and motions to
dismiss and demurrers, prior to any arbitration hearing. The decision of the
arbitrator shall be final and binding on the parties and may be entered and
enforced in any court of competent jurisdiction by either party. Costs and fees
associated with the mediation/arbitration shall be shared equally by the
parties. The prevailing party in the arbitration proceedings shall be awarded
reasonable attorney fees, expert witness costs and expenses, and all other costs
and expenses incurred directly or indirectly in connection with the proceedings,
unless the arbitrators shall for good cause determine otherwise. Except as
otherwise provided in this Agreement, arbitration shall be the sole, exclusive
and final remedy for any dispute between the parties. Accordingly, except as
otherwise provided in this Agreement, neither party shall be permitted to pursue
court action regarding claims that are subject to arbitration other than to
obtain injunctive relief.

## 19.
MISCELLANEOUS PROVISIONS

Entire Agreement.
This Agreement, including the attached Exhibits which are incorporated herein by
reference as though fully set out, contains the entire understanding and
agreement of the parties with respect to the subject matter contained herein,
supersedes all prior oral or written understandings and agreements relating
thereto except as expressly otherwise provided, and may not be altered, modified
or waived in whole or in part, except in writing, signed by duly authorized
representatives of the parties.

---

Severability. If any
provision in this Agreement is held to be invalid, void or unenforceable, the
remaining provisions shall continue in full force without being impaired or
invalidated in any way.

Governing Law. This
Agreement will be governed by the laws of the state of California, without
reference to rules governing choice of laws. Any action relating to this
Agreement and brought in accordance with its terms must be brought in any state
or federal court located in the California, and the parties irrevocably consent
to the jurisdiction of such courts.

Assignment. This
Agreement may not be assigned, by operation of law or otherwise, unless agreed
upon in writing by the parties. Subject to that restriction, this Agreement will
be binding on, inure to the benefit of and be enforceable against the parties
and their respective successors and assigns.

Expenses.Except as
expressly provided in this Agreement or as otherwise mutually agreed in writing
by both parties, each party shall bear all expenses arising from the performance
of their respective obligations under this Agreement.

Notices. For
purposes of all notices and other communications required or permitted to be
given hereunder, the addresses of the parties hereto shall be as indicated
below. All notices shall be in writing and shall be deemed to have been duly
given if sent by facsimile or electronic mail, the receipt of which is confirmed
by return facsimile or electronic mail, or sent by first class registered or
certified mail or equivalent, return receipt requested, addressed to the parties
at their addresses set forth below:

If to eBenefits:
135 Stillman Street, San Francisco, CA 94107
Attn:  Andy Kurtzig
E-Mail:  andy@e-benefits.com
Fax:     (415) 704-3153
If to Avert:
301 Remington Street
Fort Collins, Colorado 80524
Attn:  Len Koch
E-Mail:  koch@avert.com
Fax:     (800) 237-4011

Waiver. Neither
partys failure to enforce strict performance of any provision of this
Agreement shall constitute a waiver of their right to subsequently enforce such
provision or any other provision of this Agreement.

Force Majeure. Neither party shall be held responsible for damages caused by
delays in performing or failures to perform hereunder to the extent that such
delays or failures result from causes beyond the reasonable control of such
party.

Authority.The
parties and their representatives signing this Agreement hereby acknowledge and
represent that the representatives signing this Agreement are duly authorized
agents of the parties hereto and are authorized to have full authority to enter
into this Agreement on behalf of the parties for whom they are signing.

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Section Headings.
The sections and subsections headings used herein are for reference and
convenience only, and shall not enter into the interpretation hereof.

Survival. The rights
and obligations under Sections 7, 8, 10, 12, 13, 14, 15, 16, 17, 18, 19 and 20
shall survive after the expiration or termination of this Agreement for any
reason.

IN WITNESS WHEREOF, the
parties hereby execute this agreement as of the Effective Date set forth above.

`eBenefits, Inc.                     Avert

By:  _____________________________  By:  ___________________________________

Name:___________________________    Name:_________________________________


Title: ___________________________  Title: __________________________________`

---

## EXHIBIT A

# Co-Branded
Services Development

## Avert
Deliverables:

Avert will deliver an Avert
logo.

## eBenefits will
develop the Co-Branded Services to the following specifications:

Avert and eBenefits shall
be co-branded side by side.

Provide Avert with a
special URL, which uniquely identifies Co-Branded Services Customers.

---

## EXHIBIT B

# Avert
Marketing and Promotional Obligations

Avert will educate all
Avert sales associates on the use and sale of Co-Branded Services to Avert
customers. In addition, Avert will incentivize all Avert sales associates for
the use and sale of Co-Branded Services to Avert customers. As mutually agreed
between the parties, Avert will:

`|_|      Educate and incentivize all telemarketing people
|_|      Promote Co-Branded Services on Internet Website, including key placement on
         HRDesktop, all Human Resources Management pages, Partner pages and
         business links pages. At least one link, image description will be within 1
         click from Avert default home page.

|_|      Educate, incentivize and promote accountant referrals of Co-Branded Services

Avert will promote Co-Branded Services to its 10,000 small business customers
through the following methods:

|_|      Mention in client newsletters and internal newsletters
|_|      Via e-mail and other electronic announcements
|_|      All appropriate marketing campaigns
|_|      New Product Offering Announcements
|_|      Incorporate into base line training

Avert will also promote Co-Branded Services through the following:

|_|      Public Relations Announcements
|_|      Other marketing vehicles deemed appropriate`

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## EXHIBIT C

# Price
Schedule

HR
Tools subset of VirtualHR (Launching with eBenefits redesign in August, 2000) No
charge

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