EXHIBIT 10.13


                       Distribution Partnership Agreement

This  Distribution  Partnership  Agreement  ("Agreement")  is entered into as of
December 13, 1998 between Avert, Inc. ("AVERT,") a Colorado Corporation with its
principal  place of business at 301 Remington  Street - Fort Collins,  CO 80524,
and Heidrick & Struggles,  Inc.  ("Heidrick,") a Delaware  Corporation  with its
principal place of business at 233 South Wacker Drive, Suite 4200, Chicago,  IL.
60606-6303.

1. Nature of Agreement

1.1 AVERT is  engaged  in the  business  of  developing  services  and  software
products to assist  corporations and staffing  companies perform  pre-employment
screening.

1.2 Heidrick is engaged in executive recruiting.

1.3 The parties propose entering into an Agreement concerning the development of
an Internet based  pre-employment  screening and recruiting service. The parties
will  seek to  develop  technology  and  relationships  with  constituencies  of
candidates for placement within companies.

1.4 Heidrick will offer Avert Inc. pre-employment  screening services to clients
as part  of its  Internet  offering  currently  referred  to as the  Heidrick  &
Struggles  Internet  Recruiting  Venture (H&S IRV).  Avert products and services
shall be priced to  Heidrick  clients in such a way as to be imbedded in overall
H&S IRV pricing or consistent with the Avert volume discount schedule.

2. Service Level

2.1 H&S IRV will offer pre-employment services in such a maner to identify Avert
as the information provider and key contact for customer service issues.

2.2 Avert will provide products and services to Heidrick clients with equivalent
quality and service levels as provided to similar Avert direct customers.

2.3 Avert will provide  services  for H&S IRV client  applicants  equivilant  to
those provided to its direct customers.

3. Administration Fee

3.1 Heidrick will pay Avert Inc. a $1,000 per year  Administration  Fee for each
H&S IRV client eligible to use Avert pre-employment  services.  The fee shall be
calculated  and  billable  upon  customer  set  up  for  Avert  services  and on
subsequent anniversary dates of account set up.

3.2  Eligible  Heidrick  H&S IRV  clients  shall  receive  services  to include,
multiple  site  account  administration,   AvertAssure  national  implementation
services,  unlimited First Checks,  assistance with product and service bundling
specific to individual  Heidrick client  requirements  and two years of archival
services for all reports ordered from Avert as an H&S IRV client.

4. Revenue Sharing

4.1 All Avert product and services revenue over and above the Administration Fee
will be shared  between  Avert Inc. and  Heidrick.  Avert shall bill Heidrick an
amount  equivalent  to 60% of the then  current  list  price  for  products  and
services included in the attached  schedule.  Avert will provide a minimum of 30
days notice of any changes in prices by amending the price schedule.

4.2 Products and service invoices will be prepared monthly and terms for payment
are net 45.


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5. Term

5.1 The term of this agreement shall be two years from date of execution by both
parties and shall automatically renew annually if not terminated by either party
30 days prior to the anniversary date of the agreement.

5.2 During the  initial  term of this  agreement  and any  automatic  extensions
either  party may cancel this  agreement  for  convienience  with 120 days prior
written notice.

6. Exclusivity

6.1 Avert agrees not to enter into similar  agreements,  during the term of this
agreement,  with any third parties engaged in executive search that are the same
as, or functionally equivalent to Heidrick. Specifically, Avert shall not engage
in discussions with Korn Ferry, Spencer Stuart,  Russell Reynolds,  LAI, or Egon
Zender.

6.2  Heidrick  agrees not to enter into similar  agreements,  during the term of
this  agreement,  with  companies  directly  competitive  to Avert that  provide
similar products, services and on-line software systems.

7. Confidentiality

7.1 Unless required by law, each party,  along with its  affiliates,  agents and
employees  (collectively  "Recipient")  agrees  that  without the consent of the
other  party in  writing it will not  disclose  to any third  party,  or use any
information (I) contained in a document (on paper or in electronic  form) marked
confidential,  (II) disclosed orally and identified at the time of disclosure as
confidential  or  subsequently  identified  in  writing as  confidential  by the
disclosing  party, and (III) concerning the nature of this agreement between the
parties (collectively "Confidential Information"),  unless mutually agreed to in
writing by the parties for such purposes as press  releases and other  marketing
activities.

7.2 The  Recipient's  obligation  under this section of the agreement will exist
for a 5-year period commencing from the date of receipt.  Recipient will use the
same  care  and  discretion  that  the  Recipient  employs  to  protect  its own
information and products that it does not want disclosed.

7.3 "Confidential  Information"  will not include  information that (I) is in or
enters the public domain  without  breach of this  Agreement by Recipient;  (II)
Recipient lawfully receives from a third party without restriction on disclosure
and without  breach of a non disclosure  obligation;  (III)  Recipient  develops
independently,  which it can prove with written  evidence.  Notwithstanding  the
foregoing,  recipient  will not  disclose  or release any  software  products or
documentation  disclosed  by the other party to any third party  during or after
the term of this Agreement without the written consent of the disclosing party.

7.4 Any copies of the Confidential  Information  should be marked and treated as
such  or if  verbally  conveyed,  each  party  shall  notify  the  other  of its
confidential nature prior to disclosure.

7.5 If a Final  Agreement has not been executed,  then upon  termination of this
Agreement,  the parties  agree to return the other's  Confidential  Information,
including all copies, upon request.

7.6 The parties agree to use their best efforts to avoid  disclosure of the fact
or object of their  negotiations  and to restrict  all  internal  communications
concerning the negotiations to those recipients to whom such information must be
disclosed in order to effectively conduct the negotiations.  Except as otherwise
required by law, the parties  agree not to issue any press  releases or make any
public  announcements  regarding  the  negotiations  without  the prior  written
approval of the other.

7.7  Despite any  captions,  headings,  or  restrictions  regarding  proprietary
matters or any  nondisclosure  notices  or policy  statements  contained  in the
Confidential  Information,  this Section 6  constitutes  the sole and  exclusive
Agreement  of the  parties  concerning  the  Confidential  Information  and  any
information exchanged or disclosed in connection with the negotiations.


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8 Product Development

8.1  Heidrick  agrees to use its best  efforts  to design,  develop,  market and
maintain an internet  solution  (H&S IRV) for clients to  implement a recruiting
system  consistent  with the process flow diagram  included as Exhibit A in this
agreement.  Heidrick  in its sole  discretion  will  determine  the  timing  and
availability of its internet solution to its clients.

8.2 Avert  agrees to use its best  efforts  to develop  and  maintain a seamless
interface  to  the   Heidrick   H&S  IRV  system  to  enable   access  to  Avert
pre-employment screening services.

8.3 Avert  agrees to use its best  efforts to update its  interface  to coincide
with Heidrick H&S IRV product releases as long as the interface protocols remain
standard  with  industry  open  architecture  and as long as  Heidrick  does not
initiate  more  than  two  major  product  releases  per  year.   Heidrick  will
communicate its  specifications for changes to the interface 120 days in advance
of the  scheduled  release date and Avert will respond 90 days in advance of the
scheduled release date if it is unable to meet specifications.

8.4 Avert agrees to provide for fee quotations for services  required outside of
the terms of this agreement but related to the H&S IRV project.

9 Marketing

9.1  Heidrick  agrees to use its best  efforts to  promote  and sell the H&S IRV
system. The marketing & sales promotion plan shall be communicated to Avert on a
regular basis, with sufficient lead time, to allow Avert to coordinate sales and
marketing assistance.

9.2  Avert  agrees  to  support  the  Heidrick  marketing  plan  with  marketing
communications  support, sales training support and on site sales support during
the Beta program.

9.3 Avert agrees to quote additional sales support assistance on a fee basis for
sales support following the Beta program.

10 Compliance with State and Federal Statutes

10.1 Heidrick agrees to include terms and conditions for H&S IRV clients that is
substantially  similar to the terms and  conditions of the Avert User  Agreement
included as an attachment to this agreement.

10.2 Heidrick  agrees to insure that all  transactions  submitted by the H&S IRV
system can be  identified  and  attributed  to a particular  authorized  H&S IRV
client.

10.3 Avert Inc.  agrees to conduct  its  business to be in  compliance  with the
provisions of the Fair Credit  Reporting Act and with any  applicable  State and
Federal regulations.

11 Indemnification

11.1 Heidrick  agrees to indemnify  and hold  harmless  Avert Inc. for all legal
actions arising from Heidrick not being compliant with the Fair Credit reporting
Act.

11.2 Avert agrees to indemnify and hold harmless  Heidrick for all legal actions
arising from Avert not being compliant with the Fair Credit Reporting Act.

12 Limitation of Liability

12.1 Neither party shall make a claim against,  or be liable to, the other party
or its affiliates or agents for any damages, including, without limitation, lost
profits or injury to business  reputation,  resulting from the  continuation  or
abandonment  of  negotiations  and  the  consequences  of such  continuation  or
abandonment of  negotiations.  Neither party shall make a claim  against,  or be
liable  to,  the  other  party or its  affiliates  or  agents  for any  special,
incidental,  or  consequential  damages,  including,  without  limitation,  lost
profits,  based on any breach,  default,  or negligence of such other party, its
affiliates, or agents with respect to this Agreement.


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13 Equitable Relief

13.1 Each party  acknowledges  and agrees  that,  if there is any breach of this
Agreement,  including,  without  limitation,  unauthorized  use or disclosure of
Confidential   Information  or  other   information  of  the  other  party,  the
non-breaching  party will suffer  irreparable injury that may not be compensated
by  money  damages  and  therefore  may not  have  an  adequate  remedy  at law.
Accordingly,  if either party  institutes an action or proceeding to enforce the
provisions  of this  Agreement,  such  party  may be  entitled  to  obtain  such
injunctive relief, specific performance,  or other equitable remedy from a court
of  competent  jurisdiction  as may be necessary  or  appropriate  to prevent or
curtail any such breach,  threatened or actual. These will be in addition to and
without  prejudice  to such  other  rights  as such  party may have in law or in
equity.


14 Entire Agreement

14.1  The  parties  acknowledge  that  this  Agreement  expresses  their  entire
understanding   and   Agreement,   and  that  there  have  been  no  warranties,
representations,  covenants or understandings  made by either party to the other
except such as are  expressly  set forth in this  section.  The parties  further
acknowledge  that this Agreement  supersedes,  terminates and otherwise  renders
null and void any and all prior Agreements or contracts whether written or oral,
entered into between  AVERT and Heidrick  with respect to the matters  expressly
set forth in this Agreement.

15 Notification & Contract Administration.

15.1 All notices  hereunder  shall be in writing and shall be  delivered  to the
attention of a party's designated contact, with a copy to its president,  at the
address set forth on the first page of this  Agreement,  or to such other person
or  address  as shall  have been  provided  by notice  hereunder.  The  contacts
initially designated are:

Heidrick:         Michael F. Arrigo & H&S General Council
Avert Inc.        Leonard J. Koch

16 Assignability

16.1 Except as expressly provided herein, a party's rights and obligations under
this  agreement are not  assignable  other than to its parent or subsidiary or a
successor to substantially all of its business.

17 Jurisdiction

17.1 This  agreement  shall be governed by and construed in accordance  with the
laws of Colorado.


     We have carefully  reviewed this contract and agree to and accept its terms
and  conditions.  We are executing  this  Agreement as of the day and year first
written above.

AVERT, Inc.:                                     Heidrick & Struggles, Inc.:

-------------------------------                  ---------------------------

By:____________________________                  By:________________________

Name:__________________________                  Name: _____________________

Title:_________________________                  Title: ____________________



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                                    Exhibit A


H&S IRV Process Diagram















<PAGE>


        Avert Product & Services List Price and Volume Discount Schedule

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