EXHIBIT 10.5


                              AMENDED AND RESTATED

                                   AVERT, INC.
                            1994 STOCK INCENTIVE PLAN


     1. General.  This Amended and Restated  Stock  Incentive  Plan (the "Plan")
provides eligible employees of Avert, Inc., (the "Company") with the opportunity
to acquire or expand  their equity  interest in the Company by making  available
for award or purchase Common Shares,  without par value, of the Company ("Common
Shares"),  through the granting of  nontransferable  options to purchase  Common
Shares  ("Stock  Options") and the granting of Common Shares subject to temporal
restrictions  on  transfer  and  substantial  risks of  forfeiture  ("Restricted
Stock").  Stock Options and Restricted  Stock shall be collectively  referred to
herein as "Grants";  an individual  grant of Stock  Options or Restricted  Stock
shall be  individually  referred to herein as a "Grant." It is intended that key
employees  may be granted,  simultaneously  or from time to time,  Stock Options
that  qualify as incentive  stock  options  ("Incentive  Stock  Options")  under
Section 422 of the Internal  Revenue Code of 1986, as amended (the  "Code"),  or
Stock  Options  that  do not so  qualify  ("Non-qualified  Stock  Options").  No
provision  of the Plan is  intended  or shall be  construed  to grant  employees
alternative rights in any Incentive Stock Option granted under the Plan so as to
prevent such Option from qualifying under Section 422 of the Code.

     2.  Purpose of the Plan.  The purpose of the Plan is to provide  continuing
incentives to key employees of the Company and of any subsidiary  corporation of
the Company,  by  encouraging  such key  employees to acquire new or  additional
share ownership in the Company, thereby increasing their proprietary interest in
the Company's  business and enhancing  their personal  interest in the Company's
success.

     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.

     3. Effective  Date of the Plan. The Plan shall become  effective upon March
19, 1994, subject to approval by holders of a majority of the outstanding shares
of voting  capital stock of the Company.  If the Plan is not so approved  within
twelve (12) months after the date the Plan is adopted by the Board of Directors,
the Plan and any Grants made hereunder shall be null and void.  However,  if the
Plan is so approved,  no further  shareholder  approval  shall be required  with
respect to the making of Grants  pursuant  to the Plan,  except as  provided  in
Section 11 hereof.

     4.  Administration  of the  Plan.  The Plan  shall be  administered  by the
Compensation Committee of the Board of Directors of the Company, or by any other
committee  selected by such Board of Directors by majority  vote and composed of
no fewer than two (2) members of such Board of Directors (the  "Committee").  No
person shall be  appointed  to the  Committee  who,  during the one-year  period
immediately  preceding such person's appointment to the Committee,  has received
any Grants under the Plan or any similar stock option or stock  incentive  plan,
other than a  formula-based  plan,  maintained by the Company or any  subsidiary
corporation.  A member of the  Committee  (i) must be a  "disinterested  person"
within the meaning of Rule 16b-3  promulgated  by the  Securities  and  Exchange
Commission under the Securities Exchange Act of 1934 or any successor definition
adopted by the Securities and Exchange Commission and (ii) shall not be eligible
to participate in this Plan while serving on the Committee.


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     A  majority  of the  Committee  shall  constitute  a quorum.  The acts of a
majority of the members  present at any meeting at which a quorum is present (or
acts  unanimously  approved  in writing by the members of the  Committee)  shall
constitute binding acts of the Committee.

     Subject to the terms and  conditions of the Plan,  the  Committee  shall be
authorized and empowered:

          (a) To select the key employees to whom Grants may be made;

          (b) To  determine  the  number of Common  Shares to be  covered by any
     Grant;

          (c) To prescribe the terms and conditions of any Grants made under the
     Plan, and the form(s) and agreement(s) used in connection with such Grants,
     which shall include  agreements  governing the granting of Restricted Stock
     and/or Stock Options;

          (d) To determine  the time or times when Stock Options will be granted
     and when they will terminate in whole or in part;

          (e) To determine the time or times when Stock Options that are granted
     may be exercised;

          (f) To  determine,  at the time a Stock  Option is  granted  under the
     Plan,  whether  such Option is an Incentive  Stock  Option  entitled to the
     benefits of Section 422 of the Code; and

          (g) To  establish  any other Stock  Option  agreement  provisions  not
     inconsistent  with the terms and conditions of the Plan or, where the Stock
     Option is an  Incentive  Stock  Option,  with the terms and  conditions  of
     Section 422 of the Code.

     5. Employees  Eligible for Grants.  Grants may be made from time to time to
those  key  employees  of the  Company  or a  subsidiary  corporation,  who  are
designated by the Committee in its sole and exclusive discretion.  Key employees
may include,  but shall not  necessarily  be limited to,  management  (employee)
members of the Board of  Directors  (excluding  members of the  Committee),  and
officers, of the Company and any subsidiary corporation;  however, Stock Options
intended  to qualify as  Incentive  Stock  Options  shall only be granted to key
employees  while actually  employed by the Company or a subsidiary  corporation.
The Committee may grant more than one Stock Option to the same key employee.  No
Stock Option shall be granted to any key employee during any period of time when
such key employee is on a leave of absence.

     6.  Shares  Subject to the Plan.  The shares to be issued  pursuant  to any
Grant made under the Plan shall be Common  Shares.  Either Common Shares held as
treasury  stock,  or authorized and unissued  Common Shares,  or both, may be so
issued,  in such amount or amounts  within the maximum limits of the Plan as the
Board of Directors shall from time to time determine.

     Subject to the provisions of the next succeeding  paragraph of this Section
6 and the provisions of Section 7(h), the aggregate number of Common Shares that
can be actually issued under the Plan  (exclusive of Restricted  Stock forfeited
under the Plan before the holder  thereof  received any  benefits of  ownership,
such as dividends)  shall be Five hundred twenty five thousand  (525,000) Common
Shares.

     If, at any time  subsequent to March 19, 1994,  the  effective  date of the
Plan, the number of Common Shares 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

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securities,    reclassification,    reorganization,    redesignation,    merger,
consolidation,  recapitalization or otherwise): (i) there shall automatically be
substituted  for each Common 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 Common Share shall be changed or
for which each such Common Share shall be  exchanged;  (ii) the option price per
Common   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; and
(iii) any outstanding Restricted Stock that is converted, exchanged or otherwise
changed into a different number or kind of stock or security,  shall continue to
be  subject  to any  and  all  terms,  conditions  and  restrictions  originally
applicable to such Restricted Stock. In addition to the foregoing, the Committee
shall be  entitled  in the event of any such  increase,  decrease or exchange of
Common 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.

     7. Stock Option Provisions.

          (a) General.  The Committee may grant to key employees  (also referred
     to as  "optionees")  nontransferable  Stock Options that either  qualify as
     Incentive Stock Options under Section 422 of the Code or do not so qualify.
     However,  any Stock Option which is an Incentive Stock Option shall only be
     granted  within  10 years  from the  earlier  of (i) the date  this Plan is
     adopted by the Board of  Directors  of the  Company;  or (ii) the date this
     Plan is approved by the shareholders of the Company.

          (b) Stock Option Price. The option price per Common Share which may be
     purchased  under a Stock Option under the Plan shall be  determined  by the
     Committee  at the time of Grant,  but  shall  not be less than one  hundred
     percent (100%) of the fair market value of a Common Share, determined as of
     the date such  Option is  granted;  however,  if a key  employee to whom an
     Incentive  Stock  Option  is  granted  is, at the time of the grant of such
     Option,  an "owner," as defined in Section  422(b)(6) of the Code (modified
     as provided in Section  424(d) of the Code) of more than ten percent  (10%)
     of the total  combined  voting power of all classes of stock of the Company
     or any subsidiary corporation (a "Substantial Shareholder"),  the price per
     Common Share of such Option,  as determined by the Committee,  shall not be
     less than one  hundred ten  percent  (110%) of the fair  market  value of a
     Common  Share on the date such  Option is granted.  Except as  specifically
     provided above, the fair market value of a Common Share shall be determined
     in accordance with  procedures to be established by the Committee.  The day
     on which the  Committee  approves  the  granting of a Stock Option shall be
     considered  the date on which such Option is  granted,  unless the grant is
     expressly  made  subject to the  occurrence  of an event  specified  by the
     Committee  at the time of the  approval,  in which case,  the date on which
     such  event  occurs  shall be  considered  the date on which the  Option is
     granted.

          (c) Period of Stock Option.  The Committee  shall  determine when each
     Stock Option is to expire.  However,  no Stock Option shall be  exercisable
     for a period of more than ten (10)  years  from the date  upon  which  such
     Option is  granted.  Further,  no  Incentive  Stock  Option  granted  to an
     employee who is a Substantial  Shareholder at the time of the grant of such
     Option shall be exercisable after the expiration of (5) years from the date
     of grant of such Option.

          (d) Limitation on Exercise and Transfer of Stock Options. Only the key
     employee to whom a Stock Option is granted may exercise such Option, except
     where a guardian or other legal  representative has been duly appointed for
     such  employee,  and  except  as  otherwise  provided  in the  case of such
     employee's  death. No Stock Option granted  hereunder shall be transferable
     by an optionee other than by will or the laws of descent and  distribution.
     No Stock Option granted hereunder may be pledged or hypothecated, nor shall
     any such Option be subject to execution, attachment or similar process.

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          (e) Employment,  Holding Period Requirements For Certain Options.  The
     Committee  may  condition  any  Stock  Option  granted  hereunder  upon the
     continued  employment  of the  optionee by the  Company or by a  subsidiary
     corporation,  and may make any such Stock Option  immediately  exercisable.
     However,  the Committee will require that, from and after the date of grant
     of any Incentive  Stock Option  granted  hereunder  until the day three (3)
     months prior to the date such Option is exercised, such optionee must be an
     employee of the Company or of a subsidiary corporation,  but always subject
     to the right of the Company or any such subsidiary corporation to terminate
     such optionee's  employment during such period.  Each Stock Option shall be
     subject  to such  additional  restrictions  as to the  time and  method  of
     exercise and sale of the Common  Shares  acquired upon exercise as shall be
     prescribed by the Committee. Upon completion of such requirements,  if any,
     a Stock Option or the appropriate portion thereof may be exercised in whole
     or in part  from time to time  during  the  option  period;  however,  such
     exercise right(s) shall be limited to whole shares.

          (f) Payment for Stock Option Price.  A Stock Option shall be exercised
     by an optionee  giving  written  notice to the Company of his  intention to
     exercise the same,  accompanied  by full  payment of the purchase  price in
     cash or by check,  or,  with the consent of the  Committee,  in whole or in
     part with a promissory  note or with a surrender of Common  Shares having a
     fair  market  value on the date of  exercise  equal to that  portion of the
     purchase  price  for  which  payment  in cash or  check  is not  made.  The
     Committee  may, in its sole  discretion,  approve other methods of exercise
     for a Stock Option or payment of the option  price,  provided  that no such
     method shall cause any option granted under the Plan as an Incentive  Stock
     Option to not qualify  under  Section 422 of the Code,  or cause any Common
     Share issued in connection with the exercise of an option not to be a fully
     paid and  non-assessable  Common Share.  (g) Certain  Reissuances  of Stock
     Options.  To the extent  Common  Shares are  surrendered  by an optionee in
     connection  with the exercise of a Stock Option in accordance  with Section
     7(f), the Committee in its sole discretion  grant new Stock Options to such
     optionee (to the extent Common Shares remain available for Grants), subject
     to the following terms and conditions:

               i)   The number of Common  Shares shall be equal to the number of
                    Common Shares being surrendered by the optionee;

               ii)  The option price per Common Share shall be equal to the fair
                    market  value of Common  Shares,  determined  on the date of
                    exercise of the Stock  Options  whose  exercise  caused such
                    Grant; and

               iii) The terms and  conditions of such Stock Options shall in all
                    other  respects  replicate  such terms and conditions of the
                    Stock Options whose  exercise  caused such Grant,  except to
                    the extent such terms and  conditions  are determined to not
                    be wholly  consistent  with the general  provisions  of this
                    Section 7, or in conflict with the  remaining  provisions of
                    this Plan.

          (h)  Cancellation and Replacement of Stock Options and Related Rights.
     The  Committee  may at any time or from time to time  permit the  voluntary
     surrender by an optionee who is the holder of any outstanding Stock Options
     under the Plan,  where such surrender is  conditioned  upon the granting to
     such  optionee  of new  Stock  Options  for such  number  of  shares as the
     Committee shall determine,  or may require such a voluntary  surrender as a
     condition precedent to the grant of new Stock Options.  The Committee shall
     determine  the terms and  conditions  of new Stock  Options,  including the
     prices at and periods  during which they may be  exercised,  in  accordance
     with the  provisions of this Plan,  all or any of which may differ from the
     terms and conditions of the Stock Options  surrendered.  Any such new Stock
     Options shall be subject to all the relevant  provisions of this Plan.  The
     Common Shares subject to any Stock Option so  surrendered,  shall no longer

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     be charged  against the  limitation  provided in Section 6 of this Plan and
     may again  become  shares  subject to the Plan.  The  granting of new Stock
     Options in connection with the surrender of outstanding Stock Options under
     this Plan shall be considered  for the purposes of the Plan as the granting
     of new Stock Options and not an alteration,  amendment or  modification  of
     the Plan or of the Stock Options being surrendered.

          (i) Limitation on Exercisable  Incentive Stock Options.  The aggregate
     fair market value of the Common Shares first  becoming  subject to exercise
     as Incentive Stock Options by a key employee during any given calendar year
     shall not exceed the sum of One Hundred Thousand Dollars  ($100,000).  Such
     aggregate  fair market value shall be determined as of the date such Option
     is granted,  taking into account, in the order in which granted,  any other
     incentive  stock  options  granted  by  the  Company,  or  by a  parent  or
     subsidiary thereof.

     8. Restricted Stock.

          (a) Grant.  The Committee  shall  determine the key employees to whom,
     and the time or times at which,  Grants of  Restricted  Stock will be made,
     the number of shares of Restricted Stock to be granted,  the price (if any)
     to be paid by such key  employees  (subject to Section  8(b)),  the time or
     times  within  which  such  Restricted  Stock  grants  may  be  subject  to
     forfeiture, and the other terms and conditions of the grants in addition to
     those set forth in Section  8(b).  The Committee may condition the grant of
     Restricted  Stock  upon the  attainment  of  specified  vesting  schedules,
     employment  requirements or performance  goals or such other factors as the
     Committee may determine in its sole discretion.

          (b) Terms and  Conditions.  Restricted  Stock  granted  under the Plan
     shall  contain  any  terms  and  conditions,   not  inconsistent  with  the
     provisions of the Plan, which are deemed desirable by the Committee.  A key
     employee who receives a grant of Restricted Stock shall not have any rights
     with respect to such Grant, unless and until such key employee has executed
     an agreement  evidencing  such Grant in the form approved from time to time
     by the  Committee,  has  delivered  a fully  executed  copy  thereof to the
     Company,   and  has  otherwise  complied  with  the  applicable  terms  and
     conditions of such Grant. In addition,  Restricted  Stock granted under the
     Plan shall be subject to the following terms and conditions:

               i)   The  purchase   price  for  Common   Shares   consisting  of
                    Restricted   Stock,   if  any,  will  be  specified  by  the
                    Committee.

               ii)  Grants  of  Restricted  Stock  shall  only  be  accepted  by
                    executing a Restricted  Stock agreement and paying,  in cash
                    or by  check,  whatever  price  (if any) is  required  under
                    Section 8(b)(i).

               iii) Each key employee granted Restricted Stock shall be issued a
                    stock  certificate  in respect of such shares of  Restricted
                    Stock.  Such certificate  shall be registered in the name of
                    such key  employee,  and shall  bear an  appropriate  legend
                    referring  to  the  terms,   conditions,   and  restrictions
                    applicable to such Grant.

               iv)  Any stock  certificates  evidencing Common Shares consisting
                    of  Restricted  Stock shall either (A) be held in custody by
                    the  Company  until the  employment  and other  restrictions
                    thereon  shall all have  lapsed;  or (B) be  affixed  with a
                    legend,  identifying  such  Shares as  Restricted  Stock and
                    expressly  prohibiting the sale, transfer,  tender,  pledge,
                    assignment or encumbrance  of such Shares,  as the Committee
                    shall  determine.  With respect to any Restricted Stock held
                    in custody by the  Company,  the key  employee  granted such

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                    Restricted Stock shall deliver to the Company a stock power,
                    endorsed in blank, relating to the Common Shares represented
                    by such Stock.  With respect to any Restricted Stock held by
                    a key employee under legend,  the key employee  granted such
                    Restricted   Stock   shall   deliver   to  the   Company  an
                    acknowledgement   that  such  Stock  remains  subject  to  a
                    substantial  risk of forfeiture in the event of  termination
                    of  employment  under  certain  circumstances,  and that the
                    certificates  representing  ownership  of such Stock will be
                    surrendered  to  the  Company   immediately  upon  any  such
                    termination of employment.

               v)   Subject  to the  provisions  of the Plan and the  Restricted
                    Stock  agreement,  during  a  temporal  period  set  by  the
                    Committee  and  commencing  with the date of such Grant (the
                    "Restriction Period"), a key employee shall not be permitted
                    to sell,  transfer,  tender,  pledge,  assign  or  otherwise
                    encumber  any  Restricted  Stock  granted  under  the  Plan.
                    However, the Committee, in its sole discretion,  may provide
                    for the  lapse of such  transfer  or other  restrictions  in
                    installments,  or accelerate or waive such  restrictions  in
                    whole or in part,  based on  service,  performance  or other
                    factors and criteria selected by the Committee.

               vi)  Except as  provided  in this  Section  8(b)(vi)  and Section
                    8(b)(v),  a key employee shall have,  with respect to shares
                    of  Restricted  Stock granted to him, all of the rights of a
                    shareholder of the Company, including the right to vote such
                    Stock and the right to receive any  dividends  thereon.  The
                    Committee,  in its sole  discretion and as determined at the
                    time of a Grant of Restricted  Stock,  may permit or require
                    cash dividends otherwise due and payable to be deferred and,
                    if  the  Committee  so  determines,   reinvested  either  in
                    additional Restricted Stock (to the extent Common Shares are
                    available),  or  otherwise.   Stock  dividends  issued  with
                    respect to  Restricted  Stock shall be treated as additional
                    shares  of  Restricted  Stock.  As  Restricted  Stock,  such
                    additional  Common  Shares  will  be  subject  to  the  same
                    restrictions,   terms  and  conditions   applicable  to  the
                    Restricted  Stock  with  respect  to which  such  additional
                    Common Shares were issued.

               vii) No Restricted  Stock shall be transferable by a key employee
                    other  than  by  will  or  by  the  laws  of   descent   and
                    distribution.

               viii)In  the  event  Restricted  Stock  is  forfeited  by  a  key
                    employee,  the Company  will refund to such key employee any
                    payment(s) made by such key employee to purchase such Stock,
                    promptly  upon  such  forfeiture   (and  any   corresponding
                    surrender of stock certificates).

          (c) Minimum  Value  Provisions.  To ensure  that Grants of  Restricted
     Stock  actually  reflect the  performance of the Company and service of the
     key  employee,  the Committee may provide,  in its sole  discretion,  for a
     tandem  performance-based  award,  or other grant,  designed to guarantee a
     minimum  value,  payable in cash or Common  Shares,  to the  recipient of a
     Restricted  Stock  Grant,  subject  to such  performance,  future  service,
     deferral  and  other  terms  and  conditions  as  may be  specified  by the
     Committee.

     9. Termination of Employment. If a key employee ceases to be an employee of
the Company and every  subsidiary  corporation,  for a reason  other than death,
retirement, or permanent and total disability, his Grants shall, unless extended
by the Committee on or before his date of termination  of employment,  terminate
on the  effective  date of  such  termination  of  employment.  Neither  the key

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employee  nor any other  person shall have any right after such date to exercise
all or any part of his Stock  Options,  and all  Restricted  Stock  which is not
vested or otherwise subject to restriction shall thereupon be forfeited,  and/or
declared void and without value.

     If  termination  of  employment  is due to death  or  permanent  and  total
disability,  then outstanding  Stock Options may be exercised within the one (1)
year  period  ending on the  anniversary  of such death or  permanent  and total
disability.  In the case of  death,  such  outstanding  Stock  Options  shall be
exercised by such key employee's  estate,  or the person  designated by such key
employee  by  will,  or as  otherwise  designated  by the  laws of  descent  and
distribution.  Notwithstanding the foregoing, in no event shall any Stock Option
be exercisable  after the  expiration of the option  period,  and in the case of
exercises made after a key employee's  death, not to any greater extent than the
key employee would have been entitled to exercise such Option at the time of his
death.  Restricted  Stock held by a key employee whose employment by the Company
or any subsidiary corporation terminates by reason of death shall thereupon vest
and all restrictions and risks of forfeiture thereon shall thereupon lapse.

     Subject to the  discretion  of the  Committee,  in the event a key employee
terminates  employment with the Company and all subsidiary  corporations because
of normal or early retirement,  or, in the case of Restricted  Stock,  permanent
and total disability,  (a) any  then-outstanding  Stock Options held by such key
employee  shall lapse at the earlier of the end of the term of such Stock Option
or three (3) months after such retirement or permanent and total disability; and
(b) any Restricted Stock held by such key employee shall thereafter vest and any
applicable  restrictions  shall lapse, to the extent such Restricted Stock would
have become vested or no longer subject to restriction  within one year from the
time of  termination  had the  key  employee  continued  to  fulfill  all of the
conditions of the  Restricted  Stock during such period (or on such  accelerated
basis as the Committee may determine at or after date of Grant).

     In the  event  an  employee  of  the  Company  or  one  of  its  subsidiary
corporations  is granted a leave of absence  by the  Company or such  subsidiary
corporation  to enter  military  service or because of sickness,  his employment
with  the  Company  or  such  subsidiary  corporation  shall  not be  considered
terminated, and he shall be deemed an employee of the Company or such subsidiary
corporation during such leave of absence or any extension thereof granted by the
Company or such subsidiary corporation.

     10.  Change of  Control.  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)  and all  Restricted  Stock grants shall become
immediately vested and any applicable restrictions shall lapse.

     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 Exchange  Act,
shall acquire, other than by reason of inheritance,  fifty percent (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 10,
"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 the Plan was adopted by the Board of Directors.


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     11.  Amendments to Plan. The Committee is authorized to interpret this Plan
and from time to time adopt any rules and regulations for carrying out this Plan
that it may deem advisable. Subject to the approval of the Board of Directors of
the Company, the Committee may at any time amend,  modify,  suspend or terminate
this Plan. In no event, however, without the approval of shareholders, shall any
action of the Committee or the Board of Directors result in:

          (a)  Materially  amending,   modifying  or  altering  the  eligibility
     requirements provided in Section 5 hereof;

          (b) Materially increasing, except as provided in Section 6 hereof, the
     maximum number of shares subject to Grants; or

          (c) Materially  increasing the benefits accruing to participants under
     this Plan;

except to conform this Plan and any agreements  made hereunder to changes in the
Code or governing law.

     12. Investment Representation, Approvals and Listing. The Committee may, if
it deems  appropriate,  condition its grant of any Stock Option  hereunder  upon
receipt of the following investment representation from the optionee:

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

     The Company shall not be required to issue any  certificate or certificates
for Common Shares upon the exercise of any Stock Option  granted under this Plan
prior to (i) the  obtaining of any approval from any  governmental  agency which
the  Committee  shall,  in its sole  discretion,  determine  to be  necessary or
advisable;  (ii)  the  admission  of such  shares  to  listing  on any  national
securities  exchange  on which  the  Common  Shares  may be  listed;  (iii)  the
completion  of any  registration  or other  qualifications  of the Common Shares
under any state or federal law or ruling or regulations of any governmental body
which the Committee shall, in its sole discretion,  determine to be necessary or
advisable or the  determination by the Committee,  in its sole discretion,  that
any registration or other qualification of the Common Shares is not necessary or
advisable;  and (iv) the  obtaining  of an  investment  representation  from the
optionee in the form stated above or in such other form as the Committee, in its
sole discretion, shall determine to be adequate.

     13. General  Provisions.  The form and substance of Stock Option agreements
and Restricted Stock  agreements made hereunder,  whether granted at the same or
different times, need not be identical. Nothing in this Plan or in any agreement
shall  confer  upon any  employee  any right to  continue  in the  employ of the
Company  or  any  of  its  subsidiary  corporations,   to  be  entitled  to  any
remuneration  or  benefits  not set  forth  in this  Plan or such  Grant,  or to
interfere with or limit the right of the Company or any  subsidiary  corporation
to  terminate  his  employment  at any  time,  with or  without  cause.  Nothing
contained  in this Plan or in any Stock Option  agreement  shall be construed as
entitling any optionee to any rights of a  shareholder  as a result of the grant
of a Stock Option,  until such time as Common Shares are actually issued to such
optionee  pursuant to the exercise of such  Option.  This Plan may be assumed by
the  successors  and assigns of the Company.  The liability of the Company under

<PAGE>

this Plan and any sale made  hereunder is limited to the  obligations  set forth
herein with  respect to such sale and no term or provision of this Plan shall be
construed to impose any  liability on the Company in favor of any employee  with
respect to any loss,  cost or expense which the employee may incur in connection
with or arising out of any  transaction  in connection  with this Plan. The cash
proceeds  received by the Company from the issuance of Common Shares pursuant to
this  Plan  will  be  used  for  general  corporate  purposes.  The  expense  of
administering this Plan shall be borne by the Company.  The captions and section
numbers  appearing  in this Plan are inserted  only as a matter of  convenience.
They do not  define,  limit,  construe  or  describe  the scope or intent of the
provisions of this Plan.

     14.  Termination of This Plan. This Plan shall terminate on March 17, 2004,
and thereafter no Stock Options or Restricted Stock shall be granted  hereunder.
All Stock Options and  outstanding at the time of termination of this Plan shall
continue  in full force and effect  according  to their  terms and the terms and
conditions of this Plan.