SEVERANCE AND RELEASE AGREEMENT

         This Severance and Release  Agreement  (this  "Agreement")  is made and
entered into as of the 31st day of January,  2001 (the "Effective  Date") by and
between RICHARD A. LANGEVIN  ("Executive")  and AUTHORISZOR INC.  ("Employer" or
the  "Company")(the  term  Employer  shall  include  any parent,  affiliate,  or
subsidiary  companies)  (the  signatories  to this Agreement will be referred to
collectively as the "Parties" and individually as a "Party") as follows:

         WHEREAS,  Employer  employed  Executive as its Chief Executive  Officer
from January 1, 2000 to January 31, 2001; and

         WHEREAS, Executive and Employer desire to amicably sever the employment
relationship that has existed between them; and

         WHEREAS, in consideration of the services rendered by Executive and the
additional  undertakings provided for herein,  Employer has agreed to compensate
Executive by providing the severance  compensation  described in this Agreement;
and

         WHEREAS, both parties have read and understand the terms and provisions
of this  Agreement,  and both parties desire and intend to be bound by the terms
and provisions of this Agreement.

         NOW,  THEREFORE,  in consideration of the covenants and mutual promises
and  agreements  herein  contained,   and  other  valuable  consideration,   the
sufficiency of which is hereby acknowledged, the Parties agree as follows:

         1. Release and Waiver Agreement/Claims Covered by Agreement.  Executive
acknowledges  and  understands  that  this  Agreement  is a release  and  waiver
contract,  and that this  document is legally  binding.  Executive  and Employer
understand that by signing this Agreement,  each party is agreeing to all of the
provisions  set  forth  in the  Agreement,  and has  read  and  understood  each
provision. Executive and Employer acknowledge and understand that this Agreement
applies only to claims that accrue or have  accrued  prior to the date that this
Agreement is executed.

         2. Termination of Employment.  Executive and Employer  acknowledge that
the effective date of the  termination of Executive's  employment  with Employer
shall be  January  31,  2001.  Executive  shall  submit  a  separate  letter  of
resignation,  in the form evidenced by Attachment  "1" hereto,  at the time that
payment  pursuant  to Section  3(A)(1) is  received  by the  Executive.  By such
letter,  Executive  shall  resign  both from his  position as  President,  Chief
Executive Officer and Interim Chief Financial  Officer,  as well as his position
on the Company's  Board of Directors,  including but not limited to  Authoriszor
Inc.,  Authoriszor  U.S.  Corporation,  Authoriszor  Holdings  Corporation,  and
Authoriszor  Holdings  Limited.  In the  event  the  Agreement  is signed by all
parties   hereto  prior  to  the  effective  date  of   termination,   Executive
acknowledges  that  during the  period  after  such  execution  and prior to the
effective  date of termination  Executive's  successors in office shall have the
power  and  authority  to carry out and  execute  the  duties  of such  offices;
provided however, that such power and authority shall cease to exist if Employer
breaches its obligations under Section 3(a)(1) hereof.


<PAGE>



          3. Severance Compensation.

          A. In exchange  for the  consideration  provided by  Executive in this
Agreement,  including,  without  limitation,  the consideration  provided for in
Sections 5, 6, and 7, Employer agrees to pay to Executive the following:

          1.        By the close of business on January 31, 2001:

                    a.        Compensation  in the amount of  Nineteen  Thousand
                              Seven Hundred  Ninety-one  Dollars and Sixty-seven
                              Cents ($19,791.67),  minus applicable withholdings
                              for federal and state  income tax,  FICA,  and any
                              other withholdings required by federal,  state, or
                              local law,  which  payment  reflects  compensation
                              earned but unpaid  through  January 31,  2001,  as
                              well as one month's prorated bonus.

                    b.        Additional  severance payment, in lump sum, in the
                              amount of Four Hundred Fifty Thousand  Dollars and
                              No   Cents    ($450,000.00),    minus   applicable
                              withholdings  for  federal  and state  income tax,
                              FICA,  and  any  other  withholdings  required  by
                              federal,  state, or local law.  Federal income tax
                              withholdings  shall  be made  at the  supplemental
                              income  rate  of   twenty-eight   percent   (28%).
                              Executive  agrees to indemnify  and hold  harmless
                              Employer   if  any   federal,   state,   or  local
                              government  authority  seeks payment of additional
                              taxes,  costs,  assessment,   penalties,  damages,
                              fees,  or other losses from Employer in connection
                              with this payment to Executive.

                    c.        Additional  payment in an amount equal to four (4)
                              weeks of vacation time,  which amount Employer and
                              Executive stipulate equals the sum of Twenty-Three
                              Thousand Nine Hundred  Fifty-Eight  Dollars and No
                              Cents ($23,958.00),  minus applicable withholdings
                              for federal and state  income tax,  FICA,  and any
                              other withholdings required by federal,  state, or
                              local law.

                    d.        Additional  payment  in the  amount of  Thirty-one
                              Thousand  Two Hundred  Fifty  Dollars and No Cents
                              ($31,250.00),  minus  applicable  withholdings for
                              federal and state income tax,  FICA, and any other
                              withholdings required by federal,  state, or local
                              law, such payment representing Executive's October
                              to December bonus for the year 2000.

          2.        On January  31,  2002,  payment in the amount of Two Hundred
                    Fifty  Thousand  Dollars and No Cents  ($250,000.00),  minus
                    applicable  withholding  for federal  and state  income tax,
                    FICA, and any other withholdings required by federal,  state
                    or local law. Federal income tax withholdings  shall be made
                    at the  supplemental  income  rate of  twenty-eight  percent
                    (28%).  Executive  agrees  to  indemnify  and hold  harmless
                    Employer  if  any  federal,   state,  or  local   government
                    authority   seeks  payment  of  additional   taxes,   costs,
                    assessments,  penalties,  damages, fees or other losses from
                    Employer in connection with this payment to Executive.  Such
                    payment shall be conditioned upon Executive's  compliance in
                    all material respects with this Agreement,  and shall not be
                    made if Executive has revoked his releases and waivers under
                    the Age Discrimination in Employment Act pursuant to Section
                    4(C) of this  Agreement.  With respect to this  payment,  on
                    January 31,  2001,  Employer  shall place Two Hundred  Fifty
                    Thousand  Dollars and No Cents  ($250,000.00) in an interest
                    bearing  escrow  account,  and shall  release  such funds to
                    Executive  before  close of banking day on January 31, 2002.
                    Any interest  earned on the money  deposited in escrow shall
                    be retained by Employer.

          3.        With  respect  to group  medical  coverage  which  Executive
                    elects to  reinstate  and  continue in  accordance  with the
                    terms of the  Employer's  medical plan and the  Consolidated
                    Omnibus  Budget  Reconciliation  Act of  1985,  as  amended,
                    ("COBRA"),  Employer  agrees to pay on behalf the  Executive
                    the  applicable  premium  which is required to reinstate and
                    continue such group medical coverage, but only to the extent
                    such coverage was in effect on the date immediately prior to
                    the Executive's severance date. Such premium payments by the
                    Employer shall continue until the earlier of the following:

                    a.        the first date that the Executive becomes eligible
                              for medical coverage under any other group medical
                              plan;

                    b.        the  date  the  Executive  elects  to  discontinue
                              medical coverage for himself and his dependents;

                    c.        the  first  date that the  Executive  is no longer
                              otherwise  eligible for coverage  under COBRA,  as
                              determined by the Employer; and

                    d.        the first anniversary of the employee's  severance
                              date.

                               Employee  shall be  required  to provide  written
                               notice  of  the  events  described  in (a) or (b)
                               above to the Employer within five (5) days of the
                               occurrence of such an event.

                               Once  the   Employer's   obligation  to  pay  the
                               applicable   COBRA  premiums  on  behalf  of  the
                               Executive  ceases,  Executive may continue  COBRA
                               coverage  for  the  remainder  of  the  statutory
                               period  by  paying  all  applicable  premiums  in
                               accordance with COBRA and by otherwise satisfying
                               all terms and conditions  required to qualify for
                               COBRA continuation coverage.

                               Nothing in this  Agreement  shall be construed as
                               granting the Executive any  additional  rights or
                               extensions of continuation coverage not otherwise
                               provided by COBRA.  Consequently,  Employer  will
                               have no obligation to pay COBRA premiums pursuant
                               to this Agreement once Employer  determines  that
                               Executive   is  no  longer   eligible  for  COBRA
                               coverage.

          B. In exchange  for the  consideration  provided by  Executive in this
Agreement,  including,  without  limitation,  the consideration  provided for in
Sections  5, 6, and 7,  Employer  further  agrees to enter  into a stock  option
agreement,  in the form attached hereto as Attachment "2," to provide  Executive
with the  option  to  purchase  a  cumulative  total of  200,000  shares  of the
Company's common stock, $.01 par value (the "Company Common Stock")  exercisable
in increments of (i) 100,000  shares  exercisable  on or after January 31, 2001,
and (ii) 100,000  shares  exercisable  on or after  January 31, 2002,  all at an
exercise  price of $6.75 per  share,  upon  execution  of this  Agreement.  This
Agreement  shall not affect  Executive's  rights to the  200,000  share  options
granted under  previous  stock option  agreements and which are vested as of the
date of the execution of this Agreement. Any stock option agreements under which
Executive is not vested as of the date of this  Agreement are, by agreement with
the parties, hereby rescinded and declared null and void.

          C. In exchange for the consideration provided by Executive in Sections
5, 6, and 7, Employer agrees to permit Executive to utilize,  at his own expense
(if any)  the  firm of  Heidrick  &  Struggles  International,  Inc.  to  assist
Executive in obtaining new employment.

          D.  Executive  acknowledges  and agrees that the payment of monies and
provisions  of benefits  hereunder,  if any,  constitute  monies and benefits to
which Executive was not previously  entitled and,  further,  that the payment of
monies and provision of benefits hereunder, if any, constitute fair and adequate
consideration for the execution of this Agreement.


<PAGE>


          4.        Consultation  with  Attorney,  Review Period and  Revocation
                    Period.

          A. Executive  acknowledges  that Employer has advised him of his right
and opportunity to consult with an attorney concerning the meaning,  import, and
legal significance of this Agreement.

          B. Executive  acknowledges  that he has been provided with a period of
at least twenty-one (21) days within which to consider,  review and reflect upon
the terms of this Agreement.

          C. Executive acknowledges and understands that he shall have seven (7)
days  following the execution of this  Agreement in which to revoke his releases
and waivers in this  Agreement  under the Age  Discrimination  in Employment Act
after he signs it; any amounts  payable under Section  3(A)(2) of this Agreement
shall be paid no sooner than the  expiration  of seven (7) days after  Executive
signs it. Any revocation under this Section shall not affect the  enforceability
of any other provision of this Agreement,  and all other  provisions,  releases,
waivers, and payments hereunder shall remain enforceable.

          5. Release and Waiver by Executive.

          A. For and in consideration of the severance  compensation  referenced
above, as well as the covenants and/or promises  contained  herein,  the receipt
and  sufficiency  of which  are  hereby  acknowledged,  Executive,  on behalf of
himself  and  his  family,  assigns,   representatives,   agents,  heirs  and/or
attorneys,  if any, hereby covenants not to sue and fully,  finally, and forever
releases,  acquits and  discharges  Employer,  along with its former and present
parent,  subsidiary,  and/or affiliate  companies,  along with its predecessors,
successors   and/or   assigns,   if  any,  as  well  as   Employer's   officers,
administrators, directors, shareholders, investors, general or limited partners,
representatives,  agents,  Executives  and/or  attorneys,  if any,  jointly  and
severally  (collectively,  the "Employer  Released  Parties"),  from any and all
claims, demands,  actions,  liabilities,  obligations and/or causes of action of
whatever kind or character,  whether  known or unknown,  which  Executive has or
might  claim to have  against  the  Employer  Released  Parties  for any and all
injuries,  harm,  damages  (actual  and  punitive),  penalties,  costs,  losses,
expenses,   attorneys'  fees  and/or  liability  or  other  detriment,  if  any,
whatsoever  and  whenever  incurred  or suffered  by  Executive  arising out of,
relating to, or in connection with any transaction,  action, inaction, omission,
or event  which  occurred  or failed  to occur  prior to the  execution  of this
Agreement, including, without limitation:

          (i) any  claim  relating  to  breach  of oral  or  written  employment
          contract,  including,  without limitation, any claim for breach of the
          Executive Employment  Agreement between Executive and Employer,  dated
          January 1, 2000;

          (ii) any  claim  under  state or  federal  law  which  provides  civil
          remedies for the  enforcement  of rights arising out of the employment
          relationship,  including,  without limitation,  discrimination  claims
          such as claims or causes of action under Title VII of the Civil Rights
          Act of 1964, as amended, 42 U.S.C.ss.  2000 et. seq.; The Civil Rights
          Act of 1866,  42 U.S.C.  ss. 1981;  The Civil  Rights Act of 1991,  42
          U.S.C.ss.  1981a; Age  Discrimination  in Employment Act, 29 U.S.C.ss.
          621 et. seq.; Americans With Disabilities Act, 42 U.S.C.ss.  12101 et.
          seq.; Fair Labor Standards Act, 29 U.S.C.ss.  201, et. seq.;  Employee
          Retirement Income Security Act, 29 U.S.C.ss. 1000 et. seq.; Family and
          Medical Leave Act, 29 U.S.C.ss.  2601,  et. seq.; or any other statute
          prohibiting  discrimination in employment under any federal law or the
          law of any state; or

          (iii)  claims  for  unpaid  or  withheld  wages,  bonuses,   benefits,
          commissions,  or  profit-sharing,  wrongful  discharge or termination,
          promissory estoppel, fraud, breach of any implied covenants,  assault,
          battery,   negligence,    negligent   hiring,   negligent   retention,
          defamation, invasion of privacy, slander, or intentional infliction of
          emotional distress.

          B. Executive and Employer  acknowledge  and agree that the release set
forth in Section  5(A) does not include any claims  Executive  may have  against
Employer  for its  failure  to comply  with or breach of any  provision  in this
Agreement.

          6. Provisions Specific to Executive Employment Agreement dated January
1, 2000.

          A.  Executive  agrees  that he is still bound by the  obligations  and
covenants  contained in  Paragraphs  14 through 23 of the  Executive  Employment
Agreement regarding non-disclosure of confidential information, non-competition,
and non-interference. Such Paragraphs are incorporated herein by reference as if
set forth in full. Executive expressly agrees that he has been provided good and
valuable consideration for such obligations and covenants.

          B. Executive and Employer  mutually release one another from all other
obligations contained in the Executive Employment Agreement.

          7.  Return  of  Company  Property.  Executive  acknowledges  that  all
non-public memoranda,  notes, records,  reports, manuals,  handbooks,  drawings,
blueprints,  books,  papers,  letters,  formulas,  client  and  customer  lists,
contracts,  software  programs,  instruction  books,  catalogs,  information and
records,  lines  of  code,  technical  manuals  and  documentation,   drafts  of
instructions,  guides and manuals,  maintenance manuals, and other documentation
(whether in draft or final form), and other sales  information and aids relating
to Employers business,  and any and all other documents  containing  Proprietary
Information (as defined below) furnished to Executive by any  representative  of
Employer or otherwise  acquired or developed by Executive in connection with his
employment  with Employer  (collectively,  "Recipient  Materials")  shall at all
times be the property of Employer.  By January 31, 2001,  Executive shall return
to Employer his Company-owned vehicle and shall received from Employer a release
in  the  form  set  forth  in   Attachment   "3"  hereto  signed  by  Employer's
representative,  as well as any Recipient  Materials that are in his possession,
custody or control,  including  Recipient Materials retained by Executive in his
office or automobile or at his home. If any such information,  documentation, or
material is stored on the Executive's personal computer or disk drive, this fact
should be disclosed to Employer  within  twenty-four  (24) hours of signing this
Agreement so that an appropriate course of action may be taken.  Executive shall
also return to the Employer his building and office access cards and keys.

          8.  Executive  Cooperation.   Executive  agrees,  both  prior  to  and
subsequent to the  execution of this  Agreement,  to comply with all  reasonable
requests to provide  information to Employer  regarding  matters relating to his
employment by Employer,  or concerning which Executive would have particularized
knowledge,  including,  without limitation,  assisting Employer in responding to
any inquiries,  investigations,  requests for  information,  or subpoenas by any
federal,   state,  or  local  government  agency  (further  including,   without
limitation,  the Securities and Exchange Commission and the Nasdaq Stock Market,
Inc.).

          9. Employment Inquiries.  Employer agrees that Employer's Officers and
Senior  Management shall be instructed that any and all inquiries by prospective
employers and their representatives  concerning  Executive's employment shall be
referred to Raymond Seitz.

          10. Eligibility for Rehire. Executive acknowledges and agrees that, by
signing this  Agreement,  he is  voluntarily  giving up any right he may have to
maintain an association or employment with the current Employer or any affiliate
or subsidiary of Employer.  Executive  further agrees not to seek an association
or employment  with, or to submit an application to, the current Employer or any
current affiliate or subsidiary of Employer at any time in the future. Executive
further  agrees  that  this  Agreement  shall  act  as a  complete  bar  to  his
entitlement to any legal, equitable or administrative relief based upon any such
denial of employment.

          11.  Choice of Law and Venue.  The  Parties  agree that the  Agreement
shall be performed in  Massachusetts,  and that the laws of the  Commonwealth of
Massachusetts shall govern the  enforceability,  interpretation and legal effect
of this  Agreement.  The Parties  also agree that venue of any action to enforce
the  provisions  of  this  Agreement  or any  document  executed  in  connection
herewith,  or any action  arising  out of the  employment  relationship  between
Employer and Executive, including an action concerning compensation, shall be in
the state or federal courts of the Commonwealth of Massachusetts.

          12.  Entire   Agreement.   This  Agreement   constitutes   the  entire
understanding and agreement of the Parties,  and supersedes prior understandings
and agreements, if any, among or between the Parties with respect to the subject
matter  hereof.  There  are  no  representations,  agreements,  arrangements  or
understandings,  oral or written,  concerning  the subject matter hereof between
and among the Parties that are not fully  expressed or incorporated by reference
herein.

          13.  Amendments.  Any  modification  of this  Agreement or  additional
obligation  assumed  by any Party in  connection  with this  Agreement  shall be
binding  only if  evidenced  in writing  signed by each  Party or an  authorized
representative of each Party. Additionally,  this Agreement cannot be changed or
terminated  orally, but may be changed only through written addendum executed by
all  Parties.  In the event that either party is required to notify the other in
this matter, the contact person for such notification is as follows:


<PAGE>



         Employer:                                            Copy to:

         Lehman Brothers International             Jenkens & Gilchrist, P.C.
         One Broadgate                             1445 Ross Avenue, Suite 3200
         London EC2M 7HA                           Dallas, Texas 75202
         Attn:  Mr. Raymond Seitz                  Attn:  Mr. Mark Wigder

         Tel: (011) 44-207-260-2939                Tel: (214) 855-4326
         Fax: (011) 44-207-260-2877                Fax: (214) 855-4300
         Email:  Rseitz@lehman.com                 Email: mwigder@jenkens.com

         Executive:                                Copy to:

         Richard A. Langevin                       Epstein Becker & Green, P.C.
         1 Justin Road                             75 State Street
         Natick, MA 01760-5565                     Boston, MA 01209
                                                   Attn: Mr. Barry Guryan

         Tel: (508) 650-3916                       Tel: (617) 342-4000
         Fax: (508) 655-7534                       Fax: (617) 342-4001
         Email: RALangevin@aol.com                 Email: Bguryan@ebglaw.com

          14. Severability.  The Parties acknowledge and understand that, if any
term of this  Agreement  shall be determined by a court to be illegal,  invalid,
unconscionable or unenforceable,  the remaining provisions will remain effective
and legally binding, and the illegal,  invalid,  unconscionable or unenforceable
term shall be deemed not to be a part of this Agreement.

          15.  Binding  Effect.   This  Agreement  and  the  terms,   covenants,
conditions,  provisions,  obligations,  undertakings, rights and benefits hereof
shall be binding upon,  and shall inure to the benefit of, the Parties and their
respective  heirs,   executors,   administrators,   representatives,   officers,
directors,  shareholders,   predecessors,   successors,  parents,  subsidiaries,
affiliated  entities,   spouses,  agents,   attorneys,   servants,   Executives,
principals,  partners,  whether limited or general, and assigns, if any. Each of
the Parties  represents  and warrants  that he or it has the authority to act on
his or its behalf and to bind him or it to this Agreement.

          16. Disputes Relating to Agreement. If any action at law or in equity,
including an action for declaratory  relief,  is brought to enforce or interpret
the provisions of this  Agreement,  the party  prevailing in any such litigation
shall recover from the adverse party its actual damages and reasonable costs and
expenses, including, without limitation,  reasonable attorneys' fees incurred in
connection  with such dispute and  litigation.  In the event of the violation or
threatened  violation of any of the covenants and/or promises in this Agreement,
the non-breaching party shall be entitled to injunctive relief, both preliminary
and final,  enjoining and  restraining  such violation or threatened  violation,
which injunctive relief shall be in addition to all other remedies  available to
the non-breaching party, at law or in equity.

          17. Free Will. Executive and Employer acknowledge that each has had an
opportunity  to  consult  with  his  or its  respective  attorneys  or  advisors
concerning the meaning,  import, and legal  significance of this Agreement,  and
each has read this Agreement,  as signified by their signatures  hereto, and are
voluntarily  executing same after advice of counsel or advisors for the purposes
and consideration herein expressed.

          IN WITNESS  WHEREOF,  the parties have executed  this  Agreement to be
effective as of the Effective Date set forth above.

EXECUTIVE:
                                         /s/ Richard A. Langevin
Date:  January 29, 2001                 ---------------------------------------
      ---------------------             Printed Name: RICHARD A. LANGEVIN



AUTHORISZOR INC.:

Date:  January 29, 2001                 By:  /s/ James L. Jackson
     -------------------------------       ------------------------------------
                                           Printed Name: James L. Jackson
                                                        -----------------------
                                           Title: Vice President and Secretary
                                                 ------------------------------

<PAGE>


                                                                 Attachment "1"

                               Richard A. Langevin
                                  1 Justin Road
                        Natick, Massachusetts 01760-5565
         Home Off:    (508) 650-3916            Res: (508) 655-7534
         Cell Phone:  (508) 397-0197            E-mail: RALangevin@aol.com
-------------------------------------------------------------------------------


January 31, 2001


Board of Directors
Authoriszor Inc.
One Van de Graaff Drive
Suite 502
Burlington, MA  01803-5188

Dear Board of Directors:

In accordance with our recent discussions,  I hereby submit and request that the
Board of Directors  accept this as my Letter of Resignation as President,  Chief
Executive  Officer,  and Interim Chief Financial  Officer of Authoriszor Inc. In
addition,  I request that the Board of Directors also accept my resignation as a
Director  from all of  Authoriszor  Inc.'s  affiliate and  subsidiary  companies
including  Authoriszor  Holdings  Limited,  Authoriszor  U.S.  Corporation,  and
Authoriszor U.S. Holdings Corporation.

These resignations are effective as of January 31, 2001.

I would  like to thank the  Board  and the  Company  for its  support  during my
employment with Authoriszor  Inc., and wish the Board and the Company success in
its future.

Thank you.

Yours truly,



/s/ Richard A. Langevin
-----------------------
Richard A. Langevin


<PAGE>



                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

                                 Attachment "3"

January 30, 2001

Mr. Richard A. Langevin
1 Justin Road
Natick, MA  01760-5565

Re:  Confirmation and Release

Dear Mr. Langevin:

This letter is to confirm that Richard A.  Langevin has returned  possession  of
the 2000  Mercedes  S500 company car to me as the  authorised  Authoriszor  Inc.
representative  designated  by the Board of  Directors  to  receive  this car on
behalf of the Company.

Effective immediately, Authoriszor Inc. assumes all responsibility and liability
for this vehicle and hereby  relieves  Richard A. Langevin of any  obligation or
responsibility  for this  vehicle.  By February 15, 2001  Authoriszor  Inc. will
formally confirm to Richard A. Langevin that this vehicle's  Leasing company and
Insurance  company have been formally  notified to remove Richard A. Langevin as
the individual responsible for this vehicle.


Authoriszor Inc.

/s/ David Fraser                             David Fraser
-------------------------                   -------------------------
Signature                                   Printed Name


January 30, 2001
-------------------------
Date

cc:      Don Box
         Mark Wigder