# EXHIBIT
10.20.2

# PERSONAL
GUARANTY

GUARANTY. For good and valuable
consideration, Dr. Murray Lappe (Guarantor) guarantees and promises
to pay to Avert, Inc., a Colorado corporation, (Lender) in legal
tender of the United States of America, the indebtedness, if any (the
Indebtedness), of eScreen Holdings, Inc., a Delaware corporation
(Borrower) to Lender under that certain Convertible Promissory Note
dated July ___, 2000 (the Note), on the terms and conditions
set forth in this Guaranty.

CONDITION OF LIABILITY. The
maximum liability of Guarantor under this Guaranty shall not exceed at any time
the sum of (x) the lesser of (i) the unpaid principal under the Note and (ii)
$1,000,000.00, (y) accrued and unpaid interest under the Note and (z) all of
Lenders costs, expenses, and attorneys fees incurred in connection
with or relating to the collection of the Indebtedness. The parties acknowledge
and agree that Guarantor shall have no liability to Lender hereunder to the
extent Lender exercises its conversion rights under Section 2 of the Note.

GUARANTORS
AUTHORIZATION TO LENDER. Guarantor authorizes Lender, without notice or demand
and without lessening Guarantors liability under this Guaranty, from time
to time: (a) in accordance with the terms of the Note, to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for
payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness;
extensions may be repeated and may be for longer than the original loan term;
(b) to take and hold security for the payment of this Guaranty or the
Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to
perfect, and release any such security, with or without the substitution of new
collateral; (c) to release, substitute, agree not to sue, or deal with any
one or more of Borrowers sureties, endorsers, or other guarantors on any
terms or in any manner Lender may choose; (d) to determine how, when and
what application of payments and credits shall be made on the Indebtedness; and
(e) to apply such security and direct the order or manner or sale thereof,
including without limitation, any nonjudicial sale permitted by the terms of the
controlling security agreement or deed of trust, as Lender in its discretion may
determine.

GUARANTORS WAIVERS.
(1) Except as prohibited by applicable law, Guarantor waives any right to
require Lender to (a) make any presentment, protest, demand, or notice of
any kind, including notice of change of any terms of repayment of the
Indebtedness, default by Borrower or any other guarantor or surety, any action
or nonaction taken by Borrower, Lender, or any other guarantor or surety of
Borrower; (b) proceed against any person, including Borrower, before
proceeding against Guarantor (except that the Indebtedness must be due and owing
by Borrower under the Note before Lender may proceed against Guarantor);
(c) proceed against any collateral for the Indebtedness, including
Borrowers collateral, before proceeding against Guarantor; (d) apply
any payments or proceeds received against the Indebtedness in any order;
(e) give notice of the terms, time and place of any sale of the collateral
pursuant to the Uniform Commercial Code or any other law governing such sale;
(f) disclose any information about the Indebtedness, the Borrower, the
collateral or any other guarantor or surety, or about any action or nonaction of
Lender; (g) or pursue any remedy or course of action in Lenders power
whatsoever.

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(2) As used in this
paragraph, any reference to the principal includes Borrower, and any
reference to the creditor includes Lender. In accordance with
Section 2856 of the California Civil Code (a) Guarantor waives any and all
rights and defenses available to Guarantor by reason of Sections 2787 to 2855,
inclusive, 2899 and 3433 of the California Civil Code, including without
limitation any and all rights or defenses Guarantor may have by reason of
protection afforded to the principal with respect to any of the obligations
guaranteed hereunder (the Guarantied Obligations), or to any other
guarantor of any of the Guarantied Obligations with respect to any of such
guarantors obligations under its guaranty, in either case pursuant to the
antideficiency or other laws of the State of California limiting or discharging
the principals indebtedness or such guarantors obligations,
including without limitation Section 580a, 580b, 580d, or 726 of the California
Code of Civil Procedure; and (b) Guarantor waives all rights and defenses
arising out of an election of remedies by the creditor, even though that
election of remedies, such as a nonjudicial foreclosure with respect to security
for a Guarantied Obligation, has destroyed Guarantors rights of
subrogation and reimbursement against the principal by the operation of Section
580d of the Code of Civil Procedure or otherwise; and even though that election
of remedies by the creditor, such as nonjudicial foreclosure with respect to
security for an obligation of any other guarantor of any of the Guarantied
Obligations, has destroyed Guarantors rights of contribution against such
other guarantor. No other provision of this Guaranty shall be construed as
limiting the generality of any of the covenants and waivers set forth in this
paragraph.

GUARANTORS
UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each
of the waivers set forth above is made with Guarantors full knowledge of
its significance and consequences and that, under the circumstances, the waivers
are reasonable and not contrary to public policy or law. If any such waiver is
determined to be contrary to any applicable law or public policy, such waiver
shall be effective only to the extent permitted by law or public policy.

TERMINATION OF GUARANTY.
This Guaranty shall terminate upon the earlier of (a) the conversion of the Note
into shares of common stock of Borrower, or (b) the payment of all principal,
interest and other amounts payable pursuant to the Note. Upon such conversion or
repayment, Lender shall indicate in writing on the face of this Guaranty that
the same is cancelled and deliver it to Guarantor.

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MISCELLANEOUS PROVISIONS.
The following miscellaneous provisions are a part of this Guaranty.

Integration, Amendment.
Guarantor warrants, represents and agrees that this Guaranty, together with any
exhibits or schedules incorporated herein, fully incorporates the agreements and
understandings of Guarantor with Lender with respect to the subject matter
hereof and all prior negotiations, drafts, and other extrinsic communications
between Guarantor and Lender shall have no evidentiary effect whatsoever.
Guarantor further agrees that Guarantor has read and fully understands the terms
of this Guaranty; Guarantor has had the opportunity to be advised by
Guarantors attorneys with respect to this Guaranty: the Guaranty fully
reflects Guarantors intentions and parol evidence is not required to
interpret the terms of this Guaranty. No alteration or amendment to this
Guaranty shall be effective unless given in writing and signed by the parties
sought to be charged or bound by the alteration or amendment.

Applicable Law. This
Guaranty has been delivered to Lender and accepted by Lender in the State of
California. If there is a lawsuit, Guarantor agrees upon Lenders request
to submit to the jurisdiction of the courts of Los Angeles, State of California.
This Guaranty shall be governed and construed in accordance with the laws of the
State of California.

Notices. All notices
required to be given either party to the other under this Guaranty shall be in
writing, may be sent by telefacsimile (unless otherwise required by law), and
shall be effective when actually delivered or when deposited with a nationally
recognized overnight courier, or when deposited in the United States mail, first
class postage prepaid, addressed to the party to whom the notice is to be given
at the address shown above or to such other addresses as either party in
writing.

Interpretation. In all
cases where there is more than one Borrower or Guarantor, then all words used in
this Guaranty in the singular shall be deemed to have been used in the plural
where the context and construction so require; and where there is more than one
Borrower named in this Guaranty or when this Guaranty is excluded by more than
one Guarantor, the words Borrower and Guarantor
respectively shall mean all and any one or more of them. The words
Guarantor, Borrower, and Lender include the
heirs, successors, assigns, and transferees of each of them. Caption headings in
this Guaranty are for convenience purposes only and are not to be used to
interpret or define the provisions of this Guaranty. If a court of competent
jurisdiction finds any provision of this Guaranty to be invalid or unenforceable
as to any person or circumstance, such finding shall not render that provision
invalid or unenforceable. If any one or more of Borrower or Guarantor are
corporations or partnerships, it is not necessary for Lender to inquire into the
powers of Borrower or Guarantor or the officers, directors, partners, or agents
acting or purporting to act on their behalf, and any Indebtedness made or
created in reliance upon the professed exercise of such powers shall be
guaranteed under this Guaranty.

Waiver. Lender shall not be
deemed to have waived any rights under this Guaranty unless such waiver is given
in writing and signed by Lender. No delay or omission on the part of Lender in
exercising any right shall operate as a waiver of such right or any other right.
A waiver by Lender of a provision of this Guaranty shall not prejudice or
constitute a waiver of Lenders right otherwise to demand strict compliance
with that provision or any other provision of this Guaranty. No prior waiver by
Lender, nor any course of dealing between Lender and Guarantor, shall constitute
a waiver of any of Lenders rights or of any of Guarantors
obligations as to any future transactions. Whenever the consent of Lender is
required under this Guaranty, the granting of such consent by Lender in any
insistence shall not constitute continuing consent to subsequent instances where
such consent is required and in all cases such consent may be granted or
withheld in the sole discretion of Lender.

GUARANTOR:
_________________________________________________
Dr. Murray Lappe

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