# EXHIBIT
10.20.1

THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(ACT), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED
UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER,
THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE
OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REGISTRATION UNDER THE
ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH
APPLICABLE STATE SECURITIES LAWS.

# CONVERTIBLE
PROMISSORY NOTE

$1,000,000  
              
              
              
              
              
              
              
              
              
              
              
              
              
       
July 21, 2000

Subject to the terms and
conditions of this Convertible Promissory Note (this Note),
for good and valuable consideration received, eScreen Holdings, Inc., a Delaware
corporation (the Company), promises to pay to Avert, Inc., a
Colorado corporation, (the Holder), the principal amount of
$1,000,000, plus interest hereon, as set forth below. This Note is issued
pursuant to that certain Note Purchase Agreement dated July 20, 2000, among
Company, Dr. Murray Lappe (Guarantor) and Holder (the
Purchase Agreement).

This Note, including the
principal amount and any accrued and unpaid interest hereon, will: (a) be due
and payable on the (i) earlier to occur of July 20, 2001 or (ii) occurrence of
an Event of Default (as defined in Section 1.3.1 below) (the Due
Date); or (b) convert at the option of Holder into Conversion Shares
of the Company pursuant to Section 2.1 below; provided that, on such date of
conversion this Note is still outstanding and no Event of Default has either
previously occurred or is then occurring.

The following is a
statement of the rights of the Holder of this Note and the terms and conditions
to which this Note is subject, and to which the Holder hereof, by the acceptance
of this Note, agrees:

## ARTICLE 1
INTEREST; PAYMENTS; EVENTS OF DEFAULT; EXTENSION.

## 1.1 Interest.

1.1.1
Rate. Simple interest will accrue on the unpaid principal amount
hereof beginning the date hereof until paid in full or converted pursuant to
Article 2 at a rate of interest equal to 10% per annum. Interest on this Note
will be payable upon prepayment (to the extent accrued on the amount being
prepaid) and on the Due Date. Unless prohibited under applicable law, any
accrued interest that is not paid on the date on which it is due and payable
shall bear interest at the same rate at which interest is then accruing on the
principal amount of this Note until such interest is paid. Any accrued interest
that for any reason has not theretofore been paid shall be paid in full on the
date on which the final principal payment on this Note is made. The indebtedness
outstanding under this Note shall bear interest on the basis of actual days
elapsed in a 360-day year of twelve 30-day months.

1.1.2
Limited By Law. Notwithstanding the provisions of this Note, if
the rate of interest payable hereunder is limited by law, the rate payable
hereunder shall be the lesser of: (a) the rate set forth in this Note; and
(b) the maximum rate permitted by law. If, however, interest is paid
hereunder in excess of the maximum rate of interest permitted by law, any
interest so paid which exceeds such maximum rate shall automatically be
considered a payment of principal and shall automatically be applied in
reduction of principal due on this Note to the extent of such excess.

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## 1.2 Payments.

1.2.1
Principal and Interest. All payments of principal, interest and
other amounts payable on or in respect of this Note or the indebtedness
evidenced hereby shall be made to the Holder in U.S. dollars, by a Company
check. The Company shall make such payments of principal and interest to the
Holder at the address of the Holder set forth on the signature page hereto or at
such other place as the Holder shall have notified the Company in writing.

1.2.2
No Set-off. All payments on or in respect of this Note or the
indebtedness evidenced hereby shall be made to the Holder without set-off
counterclaim and free and clear of and without any deductions of any kind.

1.2.3
Prepayment. The Company may prepay this Note at any time,
without penalty, subject to Holders right to convert in accordance with
Section 2.1 on the date of such prepayment.

1.2.4
Cancellation. After all principal and accrued interest at
any time owed on this Note has been paid in full, this Note shall be surrendered
to the Company for cancellation and shall not be reissued.

## 1.3 Events of
Default.

1.3.1
Definition. For purposes of this Note, an Event of
Default shall be deemed to have occurred if any of the following
occur, whatever the reason or cause for such Event of Default and whether it is
voluntary or involuntary or is effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body:

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

|(c) | any material provision of the Purchase Agreement, the Note or the personal
guaranty executed by Guarantor in favor of Holder (the
Guaranty) shall for any reason cease to be valid and binding
on Company or Guarantor, as the case may be, or Company or Guarantor shall so
assert in writing; or
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | dissolution, liquidation, winding up or cessation of Companys business, or
the failure of Company or Guarantor to pay its or his debts as they mature; or
the admission in writing by Company or Guarantor 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 Guarantor, as the case may be, for purposes of compromising the debts
of either of such persons; or
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(e) | the commencement by or against Company or Guarantor 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 Guarantor is
taken authorizing any such proceedings; or
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) | an assignment for the benefit of creditors is made by Company or Guarantor,
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 Guarantor or for a substantial part of its or his property;
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(g) | Guarantor, his immediate family or trusts established for the benefit of
Guarantor 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 Guarantor, his immediate family or trusts established for
the benefit of Guarantor, or his immediate family beneficially owns at least 50%
of the voting securities of ESP Employment Screening Partners, Inc. and ESP
Employment Screening Partners, Inc. controls the Company; or
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(h) | failure of Company to perform or comply with any of the covenants or agreements
contained in the Purchase Agreement.
|--- | --------------------------------------------------------------------------------------------------------------------

1.3.2
Remedies.

|(a) | Demand Payment. If any Event of Default has occurred and is continuing,
the Holder of this Note may declare all or any portion of the outstanding
principal amount of this Note (together with all accrued interest hereon and all
other amounts due and payable with respect hereto) to be immediately due and
payable and may demand immediate payment of all or any portion of the
outstanding principal amount of this Note (together with all such other amounts
then due and payable). Following any such demand, the Company shall immediately
pay to such Holder all amounts due and payable with respect to this Note.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Waiver. The Company hereby waives diligence, presentment, protest and
demand and notice of protest and demand, dishonor and nonpayment of this Note,
and expressly agrees that this Note, or any payment hereunder, may be extended
from time to time and that the Holder may accept security for this Note or
release security for this Note, all without in any way affecting the liability
of the Company hereunder.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## ARTICLE 2
CONVERSION.

2.1
Optional Conversion. At the option of the Holder, the outstanding
principal amount of this Note plus any accrued and unpaid interest thereon (the
Outstanding Amount) may be converted on or prior to the Due
Date into the aggregate number of Conversion Shares equivalent to the quotient
resulting from dividing Outstanding Amount by the Conversion Price. Such
optional conversion must be for the entire Outstanding Amount.

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2.2
Mechanics and Effect of Conversion.

|(a) | Written Notification. No later than 5 business days prior to the desired
conversion date, the Holder shall give written notice to the Company regarding
(a) Holders election to convert this Note on the date specified in the
notice and (b) the names or names in which the Conversion Shares shall be issued
upon conversion of this Note if different from the Holder. Such conversion will
take place on the date specified in the notice at which time the Holder shall
surrender the Note, duly endorsed, to the Company.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | Issuance of Shares. Upon conversion of this Note pursuant to
Section 2.1, the Company shall issue the Conversion Shares to the Holder or
its designees, provided that the Company shall not issue any fractional
Conversion Shares. In lieu of the Company issuing any fractional shares to the
Holder or its designees upon the conversion of this Note, the Company shall pay
to the Holder the unconverted amount of the Note, such payment to be in the form
of a Company check payable to the Holder. The Company shall deliver to the
Holder or its designees a certificate or certificates representing such
Conversion Shares upon surrender of this Note by the Holder. Such conversion
shall be deemed to have been made on such date, and the Person or Persons
entitled to the Conversion Shares upon such conversion shall be treated for all
purposes as the record holder or holders of such Conversion Shares as of such
date. Upon conversion of this Note, the Company shall be forever released from
all its obligations and liabilities under this Note.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | Splits and Subdivisions. If at any time on or prior to the Due Date
outstanding shares of common stock shall be subdivided or split into a greater
number of shares of common stock, the Conversion Price in effect immediately
prior to the time of effectiveness of such subdivision or split shall be
proportionately decreased concurrently with the effectiveness of such
subdivision or split. If outstanding shares of common stock shall be combined
into a lesser number of shares of common stock, the Conversion Price in effect
immediately prior to the time of effectiveness of such combination shall be
proportionately increased concurrently with the effectiveness of such
combination.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) | Sale of Shares Below Conversion Price.
|--- | --------------------------------------

|(i) | If at any time on or prior to the date that is six months after the Issue Date
the Company issues or sells, or is deemed by the express provisions of this
subsection (d) to have issued or sold, Additional Common Stock, other than as a
dividend on or other distribution in respect of the common stock or a
subdivision or combination of common stock as provided in subsection (c) above,
for an Effective Price which is less than the then existing Conversion Price,
then and in each such case the Conversion Price then in effect shall be reduced,
as of the opening of business on the date of each such issue or sale, to the
price (calculated to the nearest cent) determined by dividing (A) an amount
equal to the sum of (I) the total number of shares of common stock issued and
outstanding immediately prior to the time of such issuance or sale of Additional
Common Stock, multiplied by the respective Conversion Price then in effect,
plus, (II) the amount of consideration, if any, received by the Company
upon such issuance or sale of Additional Common Stock, by (B) the total number
of shares of common stock issued and outstanding immediately after the time of
such issuance or sale.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(ii) | For the purpose of making any adjustment required under this subsection (v), the
consideration received by the Company for any issuance or sale of securities
shall (A) to the extent it consists of cash, be computed at the gross amount of
cash received by the Company in consideration for such issuance or sale, (B) to
the extent it consists of property other than cash, be computed at the fair
value of that property as reasonably determined in good faith by the board of
directors of the Company, and (C) if Additional Common Stock, Convertible
Securities or rights or options to purchase either Additional Common Stock or
Convertible Securities are issued or sold together with other stock or
securities or other assets of the Company for a consideration which covers both,
be computed as the portion of the consideration so received that may be
reasonably determined in good faith by the board of directors of the Company to
be allocable to such Additional Common Stock, Convertible Securities or rights
or options.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | For the purpose of the adjustment required under this section 2.2(d), if the
Company issues or sells any rights or options for the purchase of, or stock or
other securities convertible or exchangeable, with or without consideration,
into or for, Additional Common Stock (such convertible or exchangeable stock or
securities being hereinafter referred to as Convertible
Securities) and if the Effective Price of such Additional Common Stock
is less than the Conversion Price then in effect, then in each case the Company
shall be deemed (A) to have issued at the time of the issuance of such rights or
options or Convertible Securities the maximum number of shares of Additional
Common Stock issuable upon exercise, conversion or exchange thereof and (B) to
have received, as consideration for the issuance of such shares of Additional
Common Stock, an amount equal to the total amount of the consideration, if any,
received by the Company for the issuance of such rights or options or
Convertible Securities, plus (x) in the case of such rights or options, the
minimum amounts of consideration, if any, payable to the Company upon the
exercise of such rights or options, and (y) plus, in the case of Convertible
Securities, the minimum amounts of consideration, if any, payable to the Company
(other than by cancellation of liabilities or obligations evidenced by such
Convertible Securities) upon the conversion or exchange thereof. In the event
the Effective Price for any shares of Additional Common Stock issuable upon
conversion or exercise of any such rights, options or Convertible Securities
shall be modified or adjusted subsequent to the issuance of such securities,
then the Conversion Price shall be further adjusted to the Conversion Price that
would have been in effect had such Effective Price been in effect upon the
initial issuance of such rights, options or Convertible Securities. No further
adjustment of the Conversion Price, adjusted upon the issuance of such rights,
options or Convertible Securities, shall be made as a result of the actual
issuance of Additional Common Stock on the exercise of any such rights or
options or the conversion or exchange of any such Convertible Securities.
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## ARTICLE 3
REPRESENTATIONS OF HOLDER.

The
Holder hereby represents and warrants to the Company that:

3.1
Accredited Investor. The Holder is an accredited investor within
the meaning of Regulation D under the Securities Act of 1933, as amended. The
Holder is in a financial position to hold the Note and the Conversion Shares and
is able to bear the economic risk and withstand a complete loss of the
Holders investment in the Note and the Conversion Shares. The Holder
recognizes that the Note and Conversion Shares as an investment involve a high
degree of risk. The Holder understands and acknowledges that there can be no
assurance that the Company will be able to meet its projected goals and the
Company will need significant additional capital to be successful, which capital
may not be readily available.

3.2
Acquisition for Holders Own Account. The Holder is acquiring
the Note and the Conversion Shares for the Holders own account, not as
nominee or agent, for investment and not with a view to, or for resale in
connection with, any distribution or public offering thereof within the meaning
of the Securities Act as of 1933, as amended. By executing this Note, the Holder
further represents that the Holder does not have any contract, undertaking,
agreement, or arrangement with any Person to sell, transfer, or grant
participation to any such Person or to any third Person, with respect to the
Note or the Conversion Shares.

## ARTICLE 4
MISCELLANEOUS.

4.1
Assignment. The rights and obligations of the Company and
the Holder will be binding upon and inure to the benefit of the successors,
assigns, heirs, administrators and transferees of the parties. The Holder cannot
assign its interests in this Note without the consent of the Company.

4.2
Waiver and Amendment. Any provision of this Note may be
amended, waived or modified upon the written consent of the Company and the
Holder of the Note.

4.3
Notices. All notices (including other communications
required or permitted) under this Note must be in writing and must be delivered
(a) in person, (b) by registered or certified mail, postage prepaid,
return receipt requested, (c) by a generally recognized courier or
messenger service that provides written acknowledgement of receipt by the
addressee, or (d) by facsimile or other generally accepted means of
electronic transmission with a verification of delivery. Notices are deemed
delivered when actually delivered to the address for notices. Notices to the
Holder must be given to its last known address appearing on the books of the
Company and notices to the Company must be given at its principal executive
office. Any party may furnish, from time to time, other addresses for notices to
it.

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4.4
Attorneys Fees and Costs. If any legal action,
arbitration or other proceeding is brought to enforce or interpret this Note or
matters relating to it, the substantially prevailing party will be entitled to
recover reasonable attorneys fees and other costs incurred in such action,
arbitration or proceeding from the other party, in addition to any other relief
to which such prevailing party is entitled.

4.5
Interpretation. If any claim is made by a party relating to any
conflict, omission or ambiguity in the provisions of this Note, no presumption
or burden of proof or persuasion will be implied because this Note was prepared
by or at the request of any party or its counsel.

4.6
Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of California, excluding that body of
law relating to conflict of laws.

4.7
Jurisdiction and Venue. The parties consent to the jurisdiction of
all federal and state courts in California. Venue will lie exclusively in Los
Angeles County, California.

4.8
Headings; Exhibits; References. The headings in this Note
are only for convenience and ease of reference and are not to be considered in
construction or interpretation. All exhibits, schedules and appendices attached
to this Note are incorporated herein. Except where otherwise indicated, all
references in this Note to Sections refer to Sections of this Note.

4.9
Survival. The representations, warranties and agreements in this
Note will survive any investigation made by any party and the execution of this
Note.

4.10
Additional Documents and Acts. Each party will execute and
deliver such additional documents and instruments, and perform such additional
acts, as are commercially reasonable and necessary to carry out and perform its
obligations in this Note.

4.11
Binding Effect; Parties in Interest. This Note is binding
upon and benefits only the parties and their respective permitted successors and
assigns. Nothing in this Note gives any rights or remedies to any Person other
than the parties and their respective permitted successors and assigns, nor does
anything in this Note relieve or discharge any obligation or liability of any
third Person to any party. No provision of this Note gives any third Person any
right of subrogation or action over or against any party to this Note.

4.12
Complete Note. This Note is the complete and exclusive
statement of agreement of the parties with respect to matters in this Note. This
Note replaces and supersedes all prior written or oral agreements or statements
by and among the parties with respect to the matters covered by it. No
representation, statement, condition or warranty not contained in this Note is
binding on the parties.

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## ARTICLE 5

# CERTAIN
DEFINITIONS.

Additional
Common Stock means all shares of common stock issued by the Company
after the Issuance Date, whether or not subsequently reacquired or retired by
the Company, other than (A) common stock or warrants to purchase common stock
issued by the Company on or prior to the Issuance Date, and (B) common stock
issued to management, directors or employees of, or consultants to, the Company
pursuant to plans outstanding as of the Issuance Date, and options to purchase
common stock issued in accordance with such plans or pursuant to other employee
plans approved by a majority of the Companys Board of Directors.

Conversion
Shares at any time means any shares common stock of the Company issued
upon conversion of this Note.

Conversion
Price means initially $2.00 per share of common stock of the Company
as that price shall be adjusted from time to time in accordance with
Section 2.2(c) and 2.2(d).

Effective
Price of Additional Common Stock shall mean the quotient determined by
dividing (x) the aggregate consideration received, or deemed to have been
received by the Company for such issue under subsection 2.2(d), for such
Additional Common Stock, by (y) the total number of shares of Additional Common
Stock, issued or sold, or deemed to have been issued or sold by the Company
under subsection 2.2(d).

Issuance
Date means July 21, 2000.

Person
means an individual, a corporation, an association, a trust, a partnership, a
joint venture, a limited liability company, an organization, a business, an
individual, or a governmental body or subdivision or agency thereof.

[Signature Page to Follow]

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IN WITNESS WHEREOF, the
parties have caused this Note to be issued on the day and year first above
written.

HOLDER:        
                
                
                
                
                
                
                
COMPANY:
                
                
                
                
                
                
                
                
           EScreen Holdings, Inc.,
                
                
                
                
                
                
                
                
           a Delaware corporation

By:_____________________________    
                
                
                
                
By:_____________________________
            (Signature)    
                
          
                
                
                
                
                
        (Signature)
Name:_____________________________    
                
           
                
                
Name:   _____________________________
    
                
                
                
                
                
                
                
                
      Title: PresidentAddress:           
                
                
                
                
                
                
                
Address:
Avert, Inc.        
                
                
                
                
                
                
                
Escreen, Holdings. Inc.
________________________        
                
                
            
                
                
5900 Wilshire Boulevard
________________________        
                
                
            
                
                
Los Angeles, CA   90036

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