# EXHIBIT 10.27

# LINKING
AGREEMENT

This linking agreement (the
Agreement) is made and entered into as of June 1, 2000 (the
Effective Date) by and between EMPLOYERS INSURANCE OF WAUSAU A
Mutual Company, on its own behalf and on behalf of its Wausau affiliates listed
in the signature block below (Wausau), with its principal place of
business at 2000 Westwood Drive, Wausau, Wisconsin, and Avert, Inc.
(Avert), with its principal place of business at 301 Remington, Ft.
Collins, Colorado (individually a party and collectively, the
parties).

# RECITALS

WHEREAS,
Wausau develops, markets and maintains an Internet site located at URL:
http://www.ewausau.com, and any replacement or successor URL (the "Wausau Web
Site") and offers certain commercial insurance products and services at the
Wausau Web Site;

WHEREAS,
Avert develops, markets and maintains an Internet site at URL:
http://www.hr-desktop.com and any replacement or successor URL (the "Avert Web
Site") and offers certain products and services at the Avert Web Site; and

WHEREAS,
Wausau and Avert desire to promote the other party's web site through cross
links and other promotional activities upon the terms and subject to the
conditions of this Agreement.

# AGREEMENT

NOW,
THEREFORE, in consideration of the mutual promises and obligations contained
herein, the parties agree as follows:

## ARTICLE 1.
DEFINITIONS

Capitalized terms used in
this Agreement shall have the meanings given below:

## For
Wausaus Products and Services

1.1
Applicant shall mean a small business entity originating from the
Avert Web Site that completes an eWausau Application.

1.2
Applicant Information shall mean all information relating to an
Applicant entered in an eWausau Application or obtained from third party sources
(i.e. credit bureaus and others) which is readily identifiable to that Applicant
by name, Application number or Taxpayer Identification Number.

1.3
Buyer shall mean a user of the Avert Web Site who purchases
Product(s) from Wausau by use of the Direct Link. Wausaus records tracking
the route used by a purchaser to access the Wausau Web Site and apply for and
receive a quote on Product(s) which is accepted shall control in any dispute on
whether such purchaser is a Buyer.

1.4
Direct Written Premium Collected shall mean all premiums collected
by Wausau arising from Products issued by Wausaus Emerging Markets unit to
Buyers, adjusted for any return of any premiums or the collection of additional
premiums arising from endorsements, cancellations and audits.

---

1.5 eWausau
Application shall mean information supplied by a small business entity at
the Wausau Web Site.

1.6
Product shall mean those commercial insurance products which will be
offered by Wausau to Applicants during the term of the Agreement. Such Products
shall include, but not be limited to, workers compensation, commercial auto,
business owners policy (BOP), and commercial umbrella.

## For
Averts Products and Services

1.7
Avert/Wausau Customer shall mean those Wausau Delivered Leads that
have executed an Avert UA and agree to terms and conditions for a Basic
Subscription to HR-desktop.com.

1.8
Basic Subscription shall mean a monthly fee of $7.95 for unlimited
access to HR-desktop.com services. Such services include SSN validation,
KnowledgeLink (an email helpdesk for general HR questions), HR Care (a partner
provided legal guide for employment law) and virtual HR (a partner
product provided by e-benefits). A Basic Subscription also includes
a 15% discount off all other Avert products available through OrderXpert.

Prices
charged Avert/Wausau customers for the Basic Subscription and for other Avert
products may be changed in a similar manner to the prices established for all
other Avert customers. Avert shall provide Wausau notification of such changes
in pricing.

1.9
Delivered Wausau Lead shall mean an Avert client that has been
introduced to Avert through the Direct Link to the Avert URL from the Wausau Web
Site.

1.10
HR-desktop.com shall mean the Avert destination URL for Wausau
Delivered Leads. HR-desktop.com provides content and services to assist small
business users in the hiring process. HR-desktop.com also provides access to
OrderXpert for authorized Avert system users.

1.11
OrderXpert shall mean the ASP that guides the user through the
process of placing requests for Avert products and services and delivers the
results of such requests to authorized Avert system users.

1.12
User Agreement (UA) shall mean the contractual document required to
access Avert products and services. The UA documents conditions of payment,
identifies the business purpose for information obtained from Avert and
describes the certifications by customer required by the Fair Credit Reporting
Act.

## For Both
Parties

1.13
Confidential Information shall mean all financial, business and
other information, in whatever form or medium, including, without limitation,
any trade secrets, processes, financial data, technical data and documentation,
strategic planning, product/service specifications, prototypes, computer
programs, databases, drawings, models, marketing data, projections, and client
information, that is furnished or disclosed by a disclosing party or any of its
affiliates to the receiving party pursuant to the terms of Article 8 below,
except that such term will not include (i)
information already known by the receiving party without an obligation of
confidentiality, (ii) information that is or becomes
publicly known other than through a breach by the receiving party of any of its
obligations under this Agreement, (iii) information received by the
receiving party from a third party who is not known by the receiving party,
acting in good faith, to be under an obligation of confidence to the disclosing
party, and (iv) information that the disclosing party has
disclosed to other parties without similar obligations of confidentiality.

1.14
Direct Link shall be the electronic connection between the two
parties URLs as identified in Section 2.1 below. The Direct Links are the
hypertext, text, banner, logo and contextual links (Graphical Image)
which permit a user to go from one partys web site to the others by
clicking on the Graphical Image.

---

1.15
Home Page shall mean the first page of a web site which is displayed
when accessing the associated URL.

## ARTICLE 2.
LINKING AND PROMOTIONS

2.1
Linking

(a)
Avert shall establish and maintain at least one Direct Link from the Avert Web
Site to the Wausau Web Site. The Direct Link will be positioned in as prevalent
a position and size as any other partner on the Avert site.

(b)
Wausau shall establish and maintain at least one Direct Link from the Wausau Web
Site to HR-desktop.com. Wausau shall have the prior right to review and approve
the components of HR-desktop.com which the user sees when linking from the
Wausau Web Site. The parties shall mutually agree on the label for the link from
the Wausau Web Site to HR-desktop.com.

(c)
The parties shall prepare a written implementation plan for development which,
when completed, will be attached to this Agreement as an exhibit (the "Statement
of Work") and be incorporated herein by reference. The Statement of Work shall
include: (a) a description of the Direct Link, including the pages within each
party's site on which the Direct Link is placed; (b) the schedule for completion
of milestones and first public availability of the Direct Link; (c)
identification of any trademarks, service marks, logos, trade names and other
intellectual property and materials of each party to be used within the Direct
Link and the size and placement specifications with respect thereto; and (d) any
additional content to be provided by one party to the other party and the scope
of use of such content. If the parties are unable to mutually agree upon the
terms of the Statement of Work within the thirty (30) day period following the
Effective Date, the Agreement may be terminated by either party upon seven (7)
days advance written notice.

2.2
Joint Marketing Efforts

(a)
Any press releases relating to this Agreement or the relationship between the
parties shall be mutually agreed upon, reviewed and approved by the parties.

(b)
Aside from the Direct Link, where appropriate and at Wausau's sole discretion,
Wausau may periodically feature Avert and the Avert Web Site on the Wausau Web
Site Home Page and in Wausau marketing programs and marketing materials. Any
such references to Avert shall be with Avert's prior review and approval.

(c)
Aside from the Direct Link, where appropriate and at Avert's sole discretion,
Avert may periodically feature Wausau and the Wausau Web Site on the Avert Web
Site Home Page and in its marketing programs and marketing materials. Any such
references to Wausau shall be with Wausau's prior review and approval.

## ARTICLE 3. PAYMENT
AND FEES

3.1. Payment. Unless
otherwise prohibited by law and not intended as a split of premium with an
unlicensed entity but solely as a relative and convenient measure of the
compensation to be paid to Avert, Averts compensation should be measured
with reference to Direct Written Premium Collected from Buyers (including
renewals) as follows:

`Workers Compensation                  1% (one percent)
                 BOP/Umbrella                          3% (three percent)
                 Commercial Automobile                 3% (three percent)`

---

Wausau will pay Avert the
fee quarterly within forty five (45) days following the end of each calendar
quarter. Such fee payment is consideration for all of Averts services
hereunder.

All compensation ceases,
whether on inforce, new or renewal business, at termination of this Agreement.

Avert will pay Wausau 15%
(fifteen percent) of the monthly Basic Subscription fee beginning on the sixth
(6th) month of the subscription payments for all Wausau Delivered
Leads who execute a UA and agree to a Basic Subscription. Avert will also pay
Wausau 5% (five percent) of the net payments by Avert/Wausau Customers for all
additional products placed and delivered through OrderXpert. Payments will be
made to Wausau on the 15th of each month for all eligible products
and services billed for the preceding month. Payments will continue until the
termination of this Agreement or until the Avert/Wausau Customer ceases to pay
the monthly subscription amount.

3.2 Reporting. With the
quarterly fee payment to Avert, Wausau shall provide an activity report. With
the monthly fee payment to Wausau, Avert shall provide an activity
report.

3.3. Expenses. Each party
will bear its own integration and implementation costs incurred to fulfill its
obligations under the Agreement.

## ARTICLE 4.
TRADEMARKS AND OTHER PROPRIETARY MATTERS.

4.1. Trademark Licenses.
During the term of this Agreement, Avert is hereby granted a non-exclusive,
world-wide, royalty free license to use Wausaus trademarks, trade names,
service marks and logos as designated in the Statement of Work solely for the
purposes as described in this Agreement and subject to compliance with
Wausaus trademark policies in effect from time to time. During the term of
the Agreement, Wausau is hereby granted a non-exclusive, world-wide, royalty
free license to use Averts trademarks, trade names, service marks and
logos, as designated in the Statement of Work solely for the purposes as
described in this Agreement and subject to compliance with Averts
trademark policies in effect from time to time. The parties respective
trademarks, trade names, service marks and logos are hereinafter referred to,
each, as a Mark, and, collectively, as the Marks. The
owner of a Mark may terminate the foregoing license if, in its reasonable
discretion, the licensees use of the Mark tarnishes, blurs or dilutes the
quality associated with the Mark or the associated goodwill and such problem is
not cured within ten (10) days of notice of breach. Title to and ownership of
the owners Marks shall remain with the owner. The licensee shall not take
any action inconsistent with the owners ownership of the Marks, and any
benefits accruing from use of such Marks shall automatically vest in the owner
thereof.

4.2. Reservation of Rights.
Except as expressly licensed under this Agreement, each party shall retain all
rights and interests in its web site, trademarks, copyright and other
intellectual property rights. The parties acknowledge and agree that (i) each
partys Marks 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 Marks; (iii) neither party shall now or in the future
contest the validity of the other partys Marks; and (iv) neither party
shall in any manner take any action that would impair the value of, or goodwill
associated with, such Marks. The parties acknowledge and agree that all use of
the other partys Marks by a party shall inure to the benefit of the party
whose Marks are being used.

## ARTICLE 5.
OWNERSHIP OF BUSINESS/NON-COMPETE/EXCLUSIVITY

Ownership of Business. Wausau
has exclusive ownership of all Applicant Information entered in an eWausau
Application, collected by Avert for use in an eWausau Application, or collected
on Avert Application. Wausau may use or disclose the Applicant Information
without restriction. Avert may not use or disclose the information or the
information in the reports provided by Wausau for any purpose related to
commercial insurance.

---

Avert may not use or
disclose the information entered in HR-desktop.com and or OrderXpert by an
Avert/Wausau Customer for use in an Avert Application for any purpose related to
commercial insurance, during the term of this Agreement and for twelve (12)
months thereafter.

Unless otherwise agreed to
in writing by the parties, Wausaus Products will be the sole commercial
insurance products advertised on HR-desktop.com during the term of this
Agreement.

Nothing in this Agreement
shall be construed to mean that Avert is an insurance agent, broker or producer
nor shall Avert perform or be required to perform any functions that would
result in it being construed as such. Services which Avert shall
not perform on Wausaus behalf include but are not
limited to: offering or soliciting insurance (unless properly licensed, and
appointed by Wausau); underwriting or binding insurance; delivery of any binder
or policy of insurance; extending or waiving any policy obligations or
conditions; or incurring any liability on behalf of Wausau. In addition, Wausau
in its sole discretion shall (1) underwrite and issue Products, certificates of
coverage, endorsements and other related documents with respect thereto; (2)
bill and collect premium; and (3) receive, process, pay and otherwise administer
claims. Nothing in this Agreement shall interfere with Wausaus right
to decline to accept, to cancel or to nonrenew any contract of insurance.

## ARTICLE 6.
REPRESENTATIONS AND WARRANTIES

6.1. Wausau Warranty.
Wausau represents and warrants for the benefit of Avert that on the Effective
Date and during the Term (as defined in Article 9): (i) the content developed by
Wausau, or on its behalf, on the Wausau Web Site does not and will not infringe
any copyright, trademarks, or trade secrets of any third party and does not and
will not constitute a defamation or invasion of the rights of privacy or
publicity of any third party, and, in all events, shall be tasteful,
professional, and non-detrimental to Avert, (ii) the Wausau Web Site does not
violate the laws, statutes or regulations of any jurisdiction, and (iii)
Averts use of the Wausau Marks pursuant to Article 4 does not violate the
rights of any third party, including without limitation, copyright, trademark,
trade secret, privacy, publicity or other right.

6.2. Avert Warranty. Avert
represents and warrants for the benefit of Wausau that on the Effective Date and
during the Term: (i) the content developed by Avert, or on its behalf, on the
Avert Web Site does not and will not infringe any copyright, trademarks, or
trade secrets of any third party and does not and will not constitute a
defamation or invasion of the rights of privacy or publicity of any third party,
and, in all events, shall be tasteful, professional, and non-detrimental to
Wausau, (ii) the Avert Web Site does not violate the laws, statutes or
regulations of any jurisdiction, and (iii) Wausaus use of the Avert Marks
pursuant to Article 4 does not violate the rights of any third party, including
without limitation, copyright, trademark, trade secret, privacy, publicity or
other right.

6.3. General Warrantees.
Except as qualified by Sections 6.1 and 6.2 above, as applicable, each party
represents and warrants to the other with respect to itself as follows:

(a)
The party is not a party to, nor subject to, any judgment, decree or order
entered in any suit or proceeding brought by a governmental agency, or by any
other person, enjoining it in respect of any business practice, the acquisition
of any property or the conduct of any business that would have a material
adverse effect on its ability to perform its respective obligations under this
Agreement.

(b)
The party is not in violation of any laws, and its current activities and
continuation of its current activities will not in the future violate any laws
currently enacted, which individually, or in the aggregate, will have a material
adverse effect on its ability to perform its respective obligations under this
Agreement.

(c)
The party has not been charged nor threatened, to the best knowledge of the
undersigned officers of such party, with a charge or violation, or is under
investigation with respect to a possible violation, of any provision of any laws
relating to any aspect of its business that would have a material adverse effect
on its ability to perform its respective duties under this Agreement. There have
been no claims, inquiries, citations, penalties assessed or other proceedings of
federal, state or local governmental agencies in respect of any party which
relate to any provision of any laws that would have a material adverse effect on
its ability to perform its respective duties under this Agreement.

---

(d)
The party has all permits and licenses that are required in connection with its
business and operations in order to perform its obligations hereunder, and is
and shall remain in full compliance therewith. All such permits and licenses are
and shall remain valid and in full force and effect. The party has not engaged
in any conduct which could reasonably cause revocation or suspension of any of
its permits and licenses and no action or proceeding which could reasonably
result in the revocation or suspension of its licenses or permits is pending or
threatened.

(e)
No transfers of such permits or licenses and no approvals or authorizations of
public authorities will be required to permit the party to continue its business
as presently conducted after the execution of this Agreement.

## ARTICLE 7.
LIMITATION OF LIABILITY

7.1. Warranty. THIS
AGREEMENT IS AN AGREEMENT FOR SERVICES. NOTWITHSTANDING THE FOREGOING AND EXCEPT
AS SET FORTH IN ARTICLE 6, BOTH PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES
WITH REGARD TO THE Avert AND WAUSAU WEB SITES, INFORMATION, PRODUCTS, AND
SERVICES PROVIDED THEREUNDER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,
THE WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN
PARTICULAR, AND NOT BY WAY OF LIMITATION, THE PARTIES DO NOT WARRANT THAT THE
Avert AND WAUSAU WEB SITES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.

7.2. Damages. IN NO EVENT
SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL (EXCEPT AS PROVIDED IN SECTIONS 10.1 AND 10.2 BELOW)
DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF
BUSINESS OR OTHER LOSS ARISING OUT OR RESULTING FROM THIS AGREEMENT EVEN IF
EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING
SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND
REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY
OTHER THEORY OF LIABILITY.

## ARTICLE 8.
CONFIDENTIALITY

Confidentiality
Obligations. The receiving party will treat as confidential and will not use
(other than for the purposes set forth herein), disclose or otherwise make
available any Confidential Information of the disclosing party to any person
other than employees, representatives and consultants of the receiving party and
its affiliates who have a business need to know in order to perform the
receiving partys obligations hereunder. The receiving party will instruct
its employees, representatives and consultants (and those of its affiliates) who
have access to the Confidential Information to keep the same confidential by
using the same care and discretion that the receiving party uses with respect to
its own confidential property and trade secrets, which will be no less than
reasonable care and discretion. The receiving party will be responsible for the
compliance of such employees, representatives and consultants (and those of its
affiliates) with the terms of this Agreement. If a receiving party is required
by applicable law, regulation, court order or legal process to disclose any
Confidential Information, the receiving party will provide the disclosing party
with prompt notice of such request or requirement and the receiving party will
use reasonable efforts to ensure that all Confidential Information so disclosed
is treated confidentially. Disclosure of Confidential Information in accordance
with the foregoing sentence will not violate the terms of this Agreement.

## ARTICLE 9.
TERM AND TERMINATION

9.1. Term. The term of this
Agreement shall commence upon the Effective Date and shall continue for one (1)
year. Thereafter, this Agreement will automatically renew for successive terms
of one (1) year each unless a party gives written notice of termination to the
other at least 120 (one hundred-twenty) days prior to the expiration of the then
current term.

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9.2. Termination by Mutual
Consent. The parties hereto may terminate this Agreement with mutual written
consent at any time.

9.3. Termination for
Breach. If either party is in default of any material provision of this
Agreement and such default is not cured within thirty (30) days of the breaching
partys receipt of written notice of the breach, the non-breaching party
shall have the right to terminate this Agreement. The remedy set forth in this
Section 9.3 shall be non-exclusive and the non-terminating party shall have all
other remedies available at law and in equity.

9.4. Termination for
Insolvency. Either party shall have the right to terminate this Agreement in
writing immediately if the other party (i) voluntarily or involuntarily becomes
the subject of a petition in bankruptcy or of any proceeding relating to
insolvency, receivership, liquidation, or composition for the benefit of
creditors; or (ii) admits in writing its inability to pay its debts as they
become due.

9.5. Termination for Lack
of Licensing. The cancellation or refusal to renew by the issuing regulatory
authority of any license, certificate or other regulatory approval required in
order for a Party to perform its duties under this Agreement.

9.6 Survival. The rights
and obligations under Articles 5, 7, 8 and 10 and Sections 4.2 and 11.3 shall
survive after the termination of this Agreement.

## ARTICLE 10.
INDEMNIFICATION/INSURANCE

10.1 Indemnification By Wausau.
Wausau shall indemnify, defend and hold harmless Avert from and against any and
all costs, expenses, liabilities, losses, damages, injunctions, suits, actions,
fines, penalties, levies, assessments and claims and demands of every kind or
nature, including legal costs and attorneys fees, made by or on behalf of any
party, person or governmental authority, arising out of or resulting from: the
inaccuracy or breach of any representation or warranty of Wausau contained in
this Agreement; any breach or default by Wausau of any covenant, obligation or
agreement of Wausau contained in this Agreement; or any negligent, willful,
fraudulent or dishonest act or omission of Wausau or its agents or employees.

10.2. Indemnification By
Avert. Avert shall indemnify, defend and hold harmless Wausau from and against
any and all costs, expenses, liabilities, losses, damages, injunctions, suits,
actions, fines, penalties, levies, assessments and claims and demands of every
kind or nature, including legal costs and attorneys fees, made by or on behalf
of any party, person or governmental authority, arising out of or resulting
from: the inaccuracy or breach of any representation or warranty of Avert
contained in this Agreement; any breach or default by Avert of any covenant,
obligation or agreement of Avert contained in this Agreement; or any negligent,
willful, fraudulent or dishonest act or omission of Avert or its agents or
employees.

10.3 Insurance. Avert
shall, at its sole cost and expense, procure and maintain such policies of
professional liability, general liability, and other insurance as shall be
reasonably necessary to insure Wausau and its employees, agents, directors, and
officers against any claim or claims for damages arising out of Averts
provision of services under this Agreement. Such insurance shall be procured
from an insurer(s) acceptable to Wausau. Averts professional liability and
general liability insurance (unless the parties shall otherwise mutually agree
in writing) shall provide for first dollar limits of not less than one million
dollars ($1,000,000) per claim or per person and five million dollars
($5,000,000) annual aggregate. Avert shall have Wausau named as an additional
insured on its professional liability and general liability policies with
respect to Wausaus liability arising solely out of services performed by
or on behalf of Avert for Wausau for which Wausau has no independent legal
liability. Averts coverages shall be primary and non-contributory to any
other insurance of Wausau and such shall be stated in any insurance certificates
provided to Wausau. Avert shall, upon written request, provide Wausau with
certificates of insurance demonstrating the insurance coverage required.
Further, Averts carrier(s) shall provide Wausau with not less than thirty
(30) days written notice of any cancellation, nonrenewal, reduction, or
other material change in the amount or scope of any coverage required under this
Agreement and any certificate of insurance provided to Wausau shall so state.

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## ARTICLE 11.
MISCELLANEOUS PROVISIONS

11.1.
Assignment/Subcontracting. Neither party may sell, assign, transfer,
subcontract, or otherwise convey any of its rights or delegate any of its duties
under this Agreement without the prior written consent of the other party, which
shall not be unreasonably withheld.

11.2. Entire
Agreement/Modification. This Agreement constitutes the entire understanding and
agreement between the parties, and supersedes all previous agreements (whether
written or oral) concerning the subject matter hereof. This Agreement may not be
amended or supplemented except by a written document executed by the parties to
this Agreement.

11.3. Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Wisconsin applicable to agreements to be made and performed solely
within such state, without giving effect to any conflicts or choice of laws
principles which otherwise might be applicable.

11.4. Notice. All notices,
statements, and reports required or permitted by this Agreement shall be in
writing and deemed to have been effectively given and received: (i) five (5)
business days after the date of mailing if sent by registered or certified US
mail, postage prepaid, with return receipt requested; (ii) when transmitted if
sent by facsimile, provided a confirmation of transmission is produced by the
sending machine; or (iii) when delivered if delivered personally or sent by
express courier service with written verification of receipt. Notices shall be
addressed as follows:

`For Wausau:                                 For Avert:

Managing Executive,                        Vice President e-business
Wausau Emerging MarketsSM                  Avert Inc.
2000 Westwood Drive                        301 Remington
Wausau, Wisconsin  54401                   Ft. Collins, Colorado 80524
or
PO Box 8017
Wausau, Wisconsin 54402-8017
Fax:  (715) 843-3295

Copy to General Counsel at above address
Fax:  (715) 842-6800`

Either party may change its
address for the purpose of this paragraph by notice given pursuant to this
paragraph.

11.5. Force Majeure.
Neither party hereto shall be in default hereunder by reason of its delay in the
performance or failure to perform any of its obligations hereunder for any
event, circumstance, or cause beyond its control such as, but not limited to,
acts of God, strikes, lock-outs, general governmental orders or restrictions,
war, threat of war, hostilities, revolution, riots, epidemics, power shortages,
fire, earthquake, or flood. However, if a force majeure detrimentally affects a
partys performance of a material covenant hereunder for fourteen (14) days
or more, the other party can terminate this Agreement upon written notice. Each
party acknowledges that website operations may be affected by numerous factors
outside of a partys control.

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11.6. Severability. The
provisions of this Agreement are severable, and in the event any provision
hereof is determined to be invalid or unenforceable, such invalidity or
unenforceability shall not in any way affect the validity or enforceability of
the remaining provisions hereof.

11.7. Headings. The
headings of the articles and several paragraphs of this Agreement are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.

11.8. Waiver. The waiver of
a default hereunder by one party may be effected only by a written
acknowledgment signed by the other party and shall not constitute a waiver of
any other default. The failure of either party to enforce any right or remedy
for any one default shall be deemed a waiver of said right or remedy if the
party persists in such default or commits any other default, nor shall such
failure in any way affect the validity of this Agreement or any part hereof.

11.9. Independent Parties.
Nothing in this Agreement shall be deemed to constitute, create, give effect to
or otherwise recognize a partnership, joint venture or formal business entity of
any kind or create a fiduciary or similar relationship among the parties; and
the rights and obligations of the parties shall be limited to those expressly
set forth herein.

11.10 Third Party
Beneficiaries. This Agreement is entered into by and between the parties signing
it and it is for their benefit. There is no intent by either party to create or
establish third-party beneficiary status or rights or their equivalent in any
third party which may be affected by the operation of this Agreement, and no
such third party shall have any right to enforce any right or enjoy any benefit
created or established under this Agreement.

11.11 Systems Cooperation.
Each party agrees to use its best efforts to cooperate with the other in the
provision of the products and services described herein, including but not
limited to creating and maintaining the systems interface between their
websites.

11.11 Compliance with Laws.
The parties hereto agree to comply with applicable laws.

IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the
Effective Date.

`Avert, Inc.                                 EMPLOYERS INSURANCE OF Wausau A Mutual company, a
                                            Wisconsin corporation, on its own behalf and on behalf
                                            of Wausau Business Insurance Company, Wausau General
                                            Insurance Company, Wausau Underwriters Insurance
                                            Company, and Wausau Service Corporation

By:  ____________________________           By:  ____________________________
        Name: Leonard J. Koch                       Name:  Ray D. Hall
        Title:     VP e-business                    Title:  Managing Executive`

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