# EXHIBIT
10.20.3

# NOTE
PURCHASE AGREEMENT

This
Note Purchase Agreement (this "Agreement") is made and entered into as of July
20, 2000 between eScreen Holdings, Inc., a Delaware corporation ("Company"),
located at 5900 Wilshire Boulevard, Los Angeles, California 90036, Dr. Murray
Lappe, an individual ("Dr. Lappe"), and Avert, Inc., a Colorado corporation
("Purchaser"), located at 301 Remington, Fort Collins, Colorado 80525.

# RECITAL:

Company
desires to sell to Purchaser, and Purchaser desires to purchase from Company, a
note in accordance with the terms set forth in this Agreement.

NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, the parties hereto agree as follows:

# Authorization and Sale of the Securities

Authorization.
Company has authorized the sale and issuance of a convertible promissory note in
the form attached hereto as Exhibit A (the Note) in the principal
amount of $1,000,000. The shares of capital stock issued upon conversion of the
Note are referred to herein as the Conversion Shares. The Note and
the Conversion Shares are hereinafter collectively referred to as the
Securities.

Sale of Note.
Subject to the terms and conditions hereof, Company will issue and sell to
Purchaser, and Purchaser will buy from Company, the Note, in consideration for
$1,000,000.

Issuance of
Securities on Conversion. If the Note is converted, Company, at its expense,
will cause to be issued in the name of and delivered to the holder of the Note,
a certificate for the number of fully paid and non-assessable Conversion Shares
to which the holder shall be entitled on such conversion.

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# Closing Date; Delivery

Closing Date.
The closing of the transactions contemplated by this Agreement ("Closing") shall
occur concurrently with the execution and delivery of this Agreement.

Delivery. At
Closing, Company will deliver to Purchaser, each fully executed, (i) the
Note; (ii) the Personal Guaranty in the form attached hereto as Exhibit
B; and (iii) an opinion of Companys legal counsel in the form attached
hereto as Exhibit C. This Agreement and the Note are collectively
referred to as (the Company Documents). At Closing, Purchaser shall
deliver $1,000,000 to Company by wire transfer.

# Representations and Warranties of Company and Dr. Lappe

Company and Dr. Lappe
hereby represent and warrant to Purchaser as follows:

Organization and
Standing. Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of California. Company has all
requisite corporate power and authority to execute and deliver this Agreement
and the Note, to perform its obligations hereunder and thereunder, to sell and
issue (or reserve for issuance) the Securities and to consummate the
transactions contemplated hereby and thereby. All necessary corporate action has
been taken by and on behalf of Company with respect to the execution, delivery,
and performance by Company of the Company Documents and the consummation of the
transactions contemplated hereby and thereby without the approval of any third
party. The Company Documents constitute legal, valid, and binding obligations of
Company, enforceable against Company in accordance with their respective terms,
except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws, both state and federal,
affecting the enforcement of creditors rights or remedies in general from
time to time in effect and the exercise by courts of equity powers or their
application of principles of public policy. Neither the execution, delivery, and
performance of the Company Documents, and the other instruments and transactions
contemplated hereby, nor the issuance of the Conversion Shares, will violate any
provision of law, any order of any court or other agency of government, the
Articles of Incorporation or Bylaws of Company or any agreement or instrument to
which Company is a party or by which Company is bound, or be in conflict with,
result in a breach of, or constitute (with notice or lapse of time, or both) a
default under any such agreement or instrument, or result in the creation or
imposition of any security interest of any nature whatsoever upon any of the
properties or assets of Company.

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Financial
Statements The balance sheets of Company as of December 31, 1999 and May 31,
2000, and the income statements of the Company for the ended December 31, 1999
and the five months ended May 31, 2000 (collectively the Financial
Statements), have been prepared from and are in accordance with the books
and records of the Company in conformity with GAAP (except for notes to the
balance sheet and income statement as of and for the period ended May 31, 2000)
applied on a consistent basis throughout the periods involved. The Financial
Statements fairly present the financial condition and results of operations of
Company as at the dates and for the periods stated or covered thereby. The
Financial Statements do not omit or fail to identify material nonrecurring
income or other specific items, do not omit or fail to identify the existence of
material transactions not in the ordinary course of business, and contain no
excessive write-downs or write-ups of any material assets. Other than those
shown in the Financial Statements, Company does not have any liabilities of any
nature whatsoever, whether accrued, absolute, contingent, or otherwise, and
whether due or to become due, nor does Company have actual knowledge of any
basis for the assertion against Company of any material liability of any nature
whatsoever, unless such liability has been fully reflected or reserved against
in the Financial Statements.

Capitalization.
Immediately prior to Closing, and other than as represented by the Note and the
Conversion Shares, the authorized capital stock of Company consists of 50
million shares of capital stock as follows: (i) 50,000,000 Common Shares,
of which 18,360,775 shares are issued and outstanding as of the date hereof to
ESP Employment Screening Partners, Inc. (ESP), and
(ii) 15,000,000 Preferred Shares, none of which are issued and outstanding
as of the date hereof. All of such shares are duly authorized, validly issued,
fully paid and nonassessable, and were issued in conformity with all applicable
state and federal securities laws. The Preferred Shares have the rights,
preferences and privileges set forth in the Articles of Incorporation. The
Company intends to recapitalize and issue Preferred Shares, and the
capitalization of the Company after giving effect to the transaction is set
forth on Schedule 3.3. Except as reflected on Schedule 3.3
hereto, Company has no other equity securities of any class issued, reserved for
issuance, or outstanding. Except as described on Schedule 3.3 hereto,
there are no outstanding options, offers, warrants, conversion rights,
agreements, or other rights to subscribe for or to purchase from Company, or
commitments by Company to issue, transfer, or sell (either written or oral,
formal or informal, firm or contingent), shares of or interests in the capital
stock or other securities of Company (whether debt, equity, or a combination
thereof) or obligating Company to grant, extend or enter into any such agreement
or commitment. No securities of Company carry, and no shareholder of Company has
been granted, any preemptive rights. Company is not obligated under any
agreement, arrangement or understanding to redeem or otherwise purchase any of
its shares of capital stock.

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Securities.
The Conversion Shares, if issued in compliance with the provisions of this
Agreement (assuming Purchaser elects to exercise and convert the Note into
Conversion Shares), will be validly issued, fully paid and nonassessable, and
will be free of any liens or encumbrances created by Company.

Ownership of
the Company. The Company is currently wholly owned by ESP, which in turn is
currently at least 90% owned by Dr. Lappe. eScreen, Inc. is a wholly owned
subsidiary of the Company. All shares of ESP beneficially owned by Dr. Lappe
have been pledged to Imperial Bank.

Transfer of
"e-Reader" and "eCup" Technology. Dr. Lappe has entered into an agreement
with the Company to assign to the Company all right, title and interest in and
to U.S. Patent Numbers 5,916,815, 5,929,422, 6,036,092 and 5,702,982.

# Representation and Warranties of Dr. Lappe

Dr. Lappe hereby
represents, warrants and covenants to Purchaser as follows:

Authority and
Non-Contravention. Dr. Lappe has the right, power and authority, and Dr.
Lappe has been duly authorized by all necessary action (including consultation,
approvals or other action by or with any other person), to execute, deliver and
perform this Agreement and the Personal Guaranty. Such actions by Dr. Lappe (a)
require no action by or in respect of, or filing with, any governmental entity
with respect to Dr. Lappe, and (b) do not and will not contravene or constitute
a default under any provisions of applicable law or regulation or any agreement,
judgment, injunction, order, decree or other instrument binding on Dr. Lappe or
result in the imposition of any lien pledge security interest, charge or other
encumbrance or restriction on any of his shares of Company capital stock.

Binding
Effect. This Agreement has been duly executed and delivered by Dr. Lappe and
is the valid and binding agreement of Dr. Lappe, enforceable in accordance with
its terms, except as enforcement may be limited by bankruptcy, insolvency,
moratorium, reorganization, or other similar laws, both state and federal,
affecting the enforcement of creditors rights, or remedies in general from
time to time in effect and the exercise of by courts of equity powers on the
application of principles of public policy.

Reasonable
Efforts. Dr. Lappe shall use reasonable efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, and to assist and cooperate
with Company in doing, all things necessary, proper or advisable to consummate
and make effective the transactions contemplated by this Agreement.

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# Additional Agreements

Board Seat.
Company agrees that until payment in full of amounts owing under the Note or the
conversion of the Note pursuant to Section 2.2 hereof, Dean A. Suposs, the
Chairman, President and Chief Executive Officer of Purchaser, or such other
executive officer of Purchaser as the Board of Directors of Purchaser may
select, shall be entitled to serve as a member of the Board of Directors of
Company.

Co-sale
Rights. The Purchaser will have the right to participate on a pro rata basis
with ESP or Dr. Lappe, as the case may be, in any proposed transfers of Company
shares by ESP or Dr. Lappe provided that such co-sale rights shall not apply to
transfers to Dr. Lappe or to gifts to members of his family or family trusts.

Registration
Rights. Purchaser shall have one demand registration right and
piggyback registration rights with respect to the Conversion Shares
with the same terms as those to be given to purchasers of the Companys A2
Preferred Stock as outlined in the Companys Offering Memorandum dated June
19, 2000, provided that the Purchasers registration rights shall be
separate from and not considered a part of such registration rights.

Imperial Bank
Credit Facility. Company agrees that until payment in full of the amounts
owing under the Note or the conversion of the Note pursuant to Section 2.2
thereof, Company will not incur indebtedness to Imperial Bank in excess of a
principal amount of $2,500,00 plus accrued interest and fees thereon.

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# Event of Default

Event of
Default. The following shall constitute an "Event of Default" under this
Agreement:

(a)
failure of Company to pay principal and accrued interest at the due date whether
at stated maturity, by acceleration, or otherwise; or

(b)
if any of the representations and warranties of Company or Dr. Lappe in this
Agreement are not true and correct in all material respect as of the date of
this Agreement; or

(c)
failure of Company to perform or comply with any of the covenants or agreements
contained in this Agreement; or

(d)
any material provision of this Agreement, the Note or the Personal Guaranty
shall for any reason cease to be valid and binding on Company or Dr. Lappe, as
the case may be, or Company or Dr. Lappe shall so assert in writing; or

(e)
dissolution, liquidation, winding up or cessation of Companys business, or
the failure of Company or Dr. Lappe to pay its or his debts as they mature; or
the admission in writing by Company or Dr. Lappe of its or his inability to pay
its or his debts as they mature; or the calling of a meeting of any creditors of
Company or Dr. Lappe, as the case may be, for purposes of compromising the debts
of either of such persons; or

(f)
the commencement by or against Company or Dr. Lappe of any bankruptcy,
insolvency, arrangement, reorganization, receivership or similar proceedings
under any federal or state law and, in the case of any such involuntary
proceeding, such proceeding remains undismissed or unstayed for 45 days
following the commencement thereof, or any action by Company or Dr. Lappe is
taken authorizing any such proceedings; or

(g)
an assignment for the benefit of creditors is made by Company or Dr. Lappe,
whether voluntary or involuntary, or either of such persons consents to the
appointment of a trustee or receiver, or if a trustee or receiver is appointed
for Company or Dr. Lappe or for a substantial part of its or his property; or

(h)
Dr. Lappe, his immediate family or trusts established for the benefit of
Dr. Lappe or his immediate family shall cease to beneficially own 51% of
the voting securities of the Company; provided that it shall not be an Event of
Default hereunder if Dr. Lappe, his immediate family or trusts established
for the benefit of Dr. Lappe or his immediate family beneficially owns at
least 50% of the voting securities of ESP and ESP controls the Company.

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# Remedy

If
 any Event of Default occurs, Purchaser may, without prejudice to any of it other rights under any of
the Company Documents, the Subordination Agreement or applicable law, declare the Note to be immediately due and
payable (except with respect to any Event of Default set forth in Section 5.1(e) hereof, in which case the Note
shall automatically become immediately due and payable without necessity of any declaration) without presentment,
representation, demand of payment or protest, which are hereby expressly waived.

# SECTION 2Miscellaneous

2.1 Governing
Law. This Agreement shall be governed in all respects by the internal laws
of the State of California, without giving effect to the principles of conflict
of laws thereof.2.2 Survival. The representations,
warranties, covenants and agreements made herein shall survive any investigation
made by Purchaser and the closing of the transactions contemplated hereby.2.3 Successors and Assigns. Except as otherwise
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors and administrators of
the parties hereto.

2.4 Entire
Agreement; Amendment. This Agreement and the exhibits hereto constitute the
full and entire understanding and agreement between the parties with regard to
the subject hereof and thereof. Neither this Agreement nor any term hereof may
be amended, waived, discharged or terminated other than by a written instrument
signed by the parties.

2.5 Notices,
etc. All notices and other communications required or permitted hereunder
shall be in writing and shall be mailed by registered or certified mail, postage
prepaid, or otherwise delivered by hand or by messenger, addressed (a) if to
Purchaser, at its address set forth on the cover page of this Agreement and
addressed to the attention of the President, or (b) if to any other holder
of Securities purchased hereunder, at such address as such holder shall have
furnished to Company in writing in the manner provided in this Section, or,
until any such holder so furnishes an address to Company, then to and at the
address of the last holder of such Securities who has so furnished an address to
Company, or (c) if to Company, to its address set forth on the cover page of
this Agreement and addressed to the attention of the President, or at such other
address as Company shall have furnished to the Purchaser by first class mail.

2.6 Delays or
Omissions. No delay or omission to exercise any right, power or remedy
accruing to any Purchaser, upon any breach or default of Company under this
Agreement, shall impair any such right, power or remedy of such Purchaser, nor
shall it be construed to be a waiver of any such breach or default, or an
acquiescence therein, or of any similar breach or default thereafter occurring;
nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any holder of any
breach or default under this Agreement, or any waiver on the part of any holder
of any provisions or conditions of this Agreement, must be in writing and shall
be effective only to the extent specifically set forth in such writing. All
remedies, either under the Agreement, or by law or otherwise afforded to any
holder shall be cumulative and not alternative.

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2.7
Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one instrument.2.8
Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.

2.9 Expenses.
Company will pay, or reimburse Purchaser and hold Purchaser harmless against
liability for the payment of, all stamp and other taxes which may be payable in
respect of the execution and delivery of this Agreement , the sale, purchase and
delivery of the Note hereunder or the issuance of the Conversion Shares.

This
Agreement is hereby executed as of the date first above written.

# COMPANY:
eScreen Holdings, Inc.
By: _______________________________________
Name: _____________________________________
Its:_______________________________________
DR. LAPPE:
___________________________________________
Dr. Murray Lappe
___________________________________________
PURCHASER:
Avert, Inc.
By: _______________________________________
    Dean A. Suposs, President

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# Exhibit A
Form of Convertible Promissory Note

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# Exhibit B
Personal Guaranty

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# Exhibit C
Opinion of Counsel

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