STOCK OPTION AGREEMENT

                                AUTHORISZOR INC.

         This unilateral grant by the Company  constitutes a valid  Nonqualified
Stock Option for a total of 200,000 shares (the  "Shares") of common stock,  par
value $.01 per share (the  "Common  Stock"),  of  Authoriszor  Inc.,  a Delaware
corporation  (the  "Company"),  is hereby  granted to Richard A.  Langevin  (the
"Optionee") in connection with (i) that certain Severance and Release Agreement,
dated as of  January  31,  2001 (the  "Severance  Agreement"),  by and among the
Company and Richard A.  Langevin  and (ii)  pursuant to the terms of this Option
Agreement (the "Option Agreement").

         Section 1. Exercise  Price.  The exercise  price of the Option is $6.75
for each Share. The exercise payment ("Exercise Payment") shall be the aggregate
consideration payable to the Company upon exercise of the Option by the Optionee
equal to the  product of the number of shares  desired to be  exercised  and the
Exercise Price.

         Section 2. Exercise of the Option. The Option shall be comprised of (i)
the first option  ("First  Option") to purchase  100,000 shares of Common Stock,
which  shall be  exercisable  on or after  January  31, 2001 and (ii) the second
option  ("Second  Option",  together  with the First  Option,  the  "Option"  or
"Options", as the case may be) to purchase 100,000 shares of Common Stock, which
shall be  exercisable  on or after  January 31, 2002,  and each may be exercised
from time to time thereafter, subject to the provisions contained in Sections 3,
4 and 5 below.

                    (a) Method of  Exercise.  Options  shall be deemed  properly
          exercised when:

                              (i) the Company has received  written  notice (the
                    "Notice")  of such  exercise,  stating  the number of Shares
                    which are being  purchased,  delivered  to the  Company  and
                    signed by the person or persons  entitled  to  exercise  the
                    Option and, if the Option is being  exercised  by any person
                    or persons other than the Optionee, be accompanied by proof,
                    satisfactory to the Company,  of the right of such person or
                    persons to exercise the Option; and

                              (ii) full  payment  of the  exercise  price of the
                    Shares as to which the Option is exercised has been tendered
                    to the Company pursuant to Section 2(b) hereof; or

                              (iii) at the  option  of the  Optionee,  without a
                    cash payment of the Exercise Price, by designating  that the
                    number of Shares of Common  Stock  issuable to the  Optionee
                    upon such exercise  shall be reduced by the number of Shares
                    having a Fair Market Value (as hereinafter defined) equal to
                    the amount of the  Exercise  Payment for such  exercise.  In
                    such instance,  no cash or other  consideration will be paid
                    by Optionee in connection  with such exercise other than the
                    surrender of the Option Agreement itself,  and no commission
                    or other  remuneration  will be paid or given by Optionee or
                    the  Company  in  connection  with  such  exercise.  If such
                    election  results in only a partial  exercise of the Options
                    covered by the Option  Agreement,  the Company shall deliver
                    to Optionee a new Option Agreement  evidencing the remaining
                    Shares under the Options.  This election is available to the
                    Optionee  only if on the business day  immediately  prior to
                    the date (the "Exercise Date") the Notice is received by the
                    Company, the Shares trade on any stock exchange,  the NASDAQ
                    Stock Market or the OTC Bulletin  Board.  For this  purpose,
                    the Fair  Market  Value of shares of Common  Stock  shall be
                    determined  as  of  the  last  business  day  preceding  the
                    Exercise  Date and shall be deemed to be the  average of the
                    closing  bid and ask prices of the Common  Stock;  provided,
                    however,  if shares of the Common Stock are then listed on a
                    national securities exchange or the NASDAQ Stock Market, the
                    Fair Market  Value of shares of Common Stock shall be deemed
                    to be the closing price on the relevant date; and

                              (iv)  arrangements  that are  satisfactory  to the
                    Board of Directors of the Company (the  "Board") in its sole
                    discretion have been made for the Optionee's  payment to the
                    Company of the amount,  if any, that the Company  reasonably
                    determines  to be  necessary  for the Company to withhold in
                    accordance  with  applicable  federal  or state  income,  or
                    federal employment, tax withholding requirements.

                    (b)  Payment.  The  exercise  price of any Shares  purchased
          shall be paid in cash,  by  certified  or  cashier's  check,  by money
          order, by personal check (if approved by the Board) or pursuant to the
          provisions contained in Section 2(a)(iii); provided, further, that any
          federal  or state  income,  or  federal  employment,  taxes  which the
          Company reasonably determines should be withheld, shall be paid by the
          Optionee to the Company in cash, by certified or cashier's  check,  by
          money order or by personal check (if approved by the Board).

                    (c) Restrictions on Exercise.

                              (i)  This  Option  may  not  be  exercised  if the
                    issuance of the Shares upon such exercise would constitute a
                    violation of any applicable  federal or state  securities or
                    other  law  or  valid  regulation.  As a  condition  to  the
                    exercise  of  this  Option,  the  Company  may  require  the
                    exercising  person to make any agreements  and  undertakings
                    that may be required by any applicable law or regulation.

                              (ii)  Shares  issued  upon  the  exercise  of this
                    Option  without   registration  of  such  Shares  under  the
                    Securities Act of 1933, as amended (the  "Securities  Act"),
                    shall be restricted  securities subject to the terms of Rule
                    144 under the Securities Act. The certificates  representing
                    any such Shares shall bear an appropriate legend restricting
                    transfer  and the  transfer  agent of the  Company  shall be
                    given  stop  transfer  instructions  with  respect  to  such
                    Shares.

                              (iii) At the written request of the Optionee,  the
                    Company will promptly,  but in no event more than 15 days of
                    receiving  such  request  from   Optionee,   file  with  the
                    Securities and Exchange Commission a registration  statement
                    ("Registration  Statement")  on  Form  S-8  registering  the
                    issuance  of the  Shares;  provided  that such 15 day period
                    shall  be  extended  if the  Company's  failure  to file the
                    Registration  Statement  within such period is the result of
                    the  Company's  inability to obtain the required  consent of
                    its independent public accountants. The Company's obligation
                    to file the  Registration  Statement is  conditioned  on the
                    following:  (i) the Company meets the  requirements  of Form
                    S-8 with  respect to the Shares;  (ii) as of the date of the
                    request  the  Exercise  Price is equal to or lesser than the
                    Fair  Market  Value of the  Shares;  and (iii) the  Optionee
                    timely  provides the Company with the  information and takes
                    such further action that the Company may reasonably  request
                    in connection with the Registration  Statement.  The Company
                    shall bear all filing  fees,  the fees and  expenses  of the
                    Company's  independent  public accountants and attorneys and
                    other  expenses  incurred by the Company with respect to the
                    filing of the Registration Statement.

          Section 3. Term of Option.  This  Option  may not be  exercised  after
January 31, 2009 and is subject to earlier termination as provided in Section 4.
In  addition,  this  Option is subject to  cancellation  by the  Company  upon a
significant  corporate event as provided in Section 4 below.  This Option may be
exercised  during  such times only in  accordance  with the terms of this Option
Agreement.

          Section 4. Termination of Option Period.

                    (a)  The   unexercised   portion   of  this   Option   shall
          automatically and without notice terminate and become null and void on
          January 31, 2009.

                    (b) The  Company  in its  sole  discretion  may,  by  giving
          written notice (a "Cancellation  Notice") prior to the consummation of
          any of the  transactions  described  in Section  4(b)(i) or  4(b)(ii),
          cancel,  effective  upon the date of the  consummation  of any of such
          transactions,   all  or  any  portion  of  this  Option  that  remains
          unexercised on such date.  Such  Cancellation  Notice shall be given a
          reasonable  period of time  (but not less  than 30 days)  prior to the
          effective date of such cancellation, and may be given either before or
          after stockholder approval of such transaction.

                              (i) Any transaction  (which shall include a series
                    of  related   transactions   occurring  within  60  days  or
                    occurring  pursuant  to a plan)  that  has the  result  that
                    stockholders   of  the  Company   immediately   before  such
                    transaction  cease  to own at  least  51% of (x) the  voting
                    stock of the Company or (y) any entity that results from the
                    participation   of   the   Company   in  a   reorganization,
                    consolidation,  merger,  liquidation  or any  other  form of
                    corporate transaction.

                              (ii) A sale, lease,  exchange or other disposition
                    of all or  substantially  all the property and assets of the
                    Company to an unaffiliated third party.


<PAGE>



          Section 5. Acceleration of Option Period.

                    (a) Notwithstanding the foregoing,  immediately prior to the
          occurrence  of either of the events  described  in Section  4(b)(i) or
          Section  4(b)(ii),  the Option  shall  automatically  vest in full and
          become immediately  exercisable;  provided,  however, that the Company
          shall provide Optionee the Cancellation Notice as described in Section
          4(b).

          Section 6. Adjustment of Shares.

                    (a)  If  at  any  time  while  an   unexercised   Option  is
          outstanding hereunder,  there shall be any increase or decrease in the
          number of issued and  outstanding  shares of Common Stock  through the
          declaration  of a  stock  dividend  or  through  any  recapitalization
          resulting in a stock split-up, combination or exchange of shares, then
          and in such event proportionate adjustment shall be made in the number
          of Shares and the  exercise  price per Share  thereof  then subject to
          this Option,  so that the same proportion of the Company's  issued and
          outstanding  shares  shall  remain  subject  to  purchase  at the same
          aggregate exercise price.

                    (b)  Except as  otherwise  expressly  provided  herein,  the
          issuance by the  Company of shares of its capital  stock of any class,
          or securities  convertible  into shares of capital stock of any class,
          either in  connection  with direct sale or upon the exercise of rights
          or warrants to subscribe  therefor,  or upon  conversion  of shares or
          obligations  of the  Company  convertible  into  such  shares or other
          securities,  shall not affect,  and no  adjustment  by reason  thereof
          shall be made  with  respect  to the  number of or  exercise  price of
          Shares then subject to this Option.

                    (c) Without  limiting the generality of the  foregoing,  the
          existence  of this Option  shall not affect in any manner the right or
          power of the Company to make,  authorize or consummate  (i) any or all
          adjustments,  recapitalizations,  reorganizations  or other changes in
          the Company's  capital  structure or its business;  (ii) any merger or
          consolidation  of the Company;  (iii) any issue by the Company of debt
          securities, or preferred or preference stock that would rank above the
          Shares subject to this Option;  (iv) the dissolution or liquidation of
          the Company;  (v) any sale,  transfer or assignment of all or any part
          of the assets or business of the Company;  or (vi) any other corporate
          act or proceeding, whether of a similar character or otherwise.

          Section 7. Non-Assignability of Option. This Option may be transferred
or assigned by the Optionee only to family members, trusts or other entities for
the benefit of the Optionee or for the benefit of the Optionee's family members,
by will or by the laws of descent  and  distribution  or by the laws  regulating
testate or intestate succession applicable to the Optionee.

          Section 8. Issuance of Shares.  No person shall be, or have any rights
or privileges of, a stockholder of the Company with respect to any of the Shares
subject to this Option unless and until  certificates  representing  such Shares
have been issued and delivered to such person.  As a condition of an issuance of
a stock  certificate  for Shares,  the Company  may obtain  such  agreements  or
undertakings, if any, as it may deem necessary or advisable to assure compliance
with any provision of this Option Agreement or any law or regulation, including,
but not limited to, the following:

                  (a) The Optionee's representation and warranty to the Company,
         at the time the Option is  exercised,  that the Shares to be issued are
         being  acquired for  investment  and not with a view to, or for sale in
         connection with, the distribution of any such Shares until registration
         of the issuance of such Shares is effective; and

                  (b) The Optionee's representation, warranty or agreement to be
         bound by any legends that are, in the opinion of the Company, necessary
         or  appropriate  to comply with the  provisions of any  securities  law
         deemed by the Company to be  applicable  to the  issuance of the Shares
         and to be endorsed upon the certificates representing the Shares.

         Section 9.  Government  Regulations.  The granting and exercise of this
Option and the  obligation of the Company to sell and deliver  Shares under this
Option,  shall be subject to all applicable laws, rules and regulations,  and to
such approvals by any governmental  agencies or national securities exchanges as
may be required.

         Section 10. Law  Governing.  THIS OPTION IS INTENDED TO BE PERFORMED IN
THE STATE OF DELAWARE AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED  BY THE  LAWS  OF SUCH  STATE  EXCEPT  TO THE  EXTENT  DELAWARE  LAW IS
PREEMPTED BY FEDERAL LAW.

         Section 11. Notices. Whenever any notice is required or permitted under
this Option Agreement,  such notice must be in writing and personally  delivered
or sent by  registered  mail or delivery by a recognized  courier  service.  Any
notice required or permitted to be delivered  under this Option  Agreement shall
be deemed to be delivered on the date on which it is  delivered,  or, if mailed,
whether  actually  received  or not,  on the  third  business  day  after  it is
deposited in the mail,  certified or registered,  postage prepaid,  addressed to
the person who is to receive it at the address  that such person has  previously
specified by written notice  delivered in accordance with this  subsection.  The
Company  or the  Optionee  may  change,  at any time and from  time to time,  by
written notice to the other, an address, or in the case of Optionee the name and
address of his counsel,  that was  previously  specified for receiving  notices.
Until  changed in  accordance  with this Option  Agreement,  the Company and the
Optionee  shall specify as its or his address for receiving  notices the address
set forth in this Option Agreement pertaining to the Shares to which such notice
relates.

          Section 12. Miscellaneous.


                  (a) The Company  has full  corporate  authority  to grant this
         Option,  and this Option is granted to the Optionee in connection  with
         the Severance  Agreement  describing  such Option and is in addition to
         any other  stock  option  plans of the Company or other  benefits  with
         respect to the Optionee's  position with or relationship to the Company
         or its subsidiaries.

                  (b) The  members of the Board shall not be liable for any act,
         omission or  determination  taken or made in good faith with respect to
         this Option,  and members of the Board shall,  in addition to all other
         rights  of   indemnification   and   reimbursement,   be   entitled  to
         indemnification  and  reimbursement  by the  Company  in respect of any
         claim, loss, damage,  liability or expense (including  attorneys' fees,
         the costs of settling any suit, provided such settlement is approved by
         independent legal counsel selected by the Company,  and amounts paid in
         satisfaction of a judgment, except a judgment based on a finding of bad
         faith) arising from such claim, loss,  damage,  liability or expense to
         the full extent permitted by law and under any directors' and officers'
         liability or similar  insurance  coverage that may from time to time be
         in effect.

                    (c) Neither the Board nor the Company guarantees Shares from
          loss or depreciation.

                    (d)   All   expenses   incident   to   the   administration,
          termination,  or protection of this Option, including, but not limited
          to, legal and accounting fees, shall be paid by the Company.

                    (e)  Records  of the  Company  shall be  conclusive  for all
          purposes  under  this  Option,  unless  determined  by the Board to be
          incorrect.

                    (f) Any action  required  of the  Company  relating  to this
          Option shall be by resolution  of the Board or by a person  authorized
          to act by resolution of the Board.

                    (g) If any provision of this Option is held to be illegal or
          invalid for any reason,  the illegality or invalidity shall not affect
          the remaining  provisions of this Option,  but such provision shall be
          fully severable, and this Option shall be construed and enforced as if
          the  illegal or invalid  provision  had never  been  included  in this
          Option.

                    (h) Any person  entitled  to notice  under  this  Option may
          waive such notice.

                    (i) This  Option  shall be binding  upon the  Optionee,  his
          legal  representatives,  heirs,  legatees  and  distributees  upon the
          Company,  its  successors,  and  assigns,  and upon the  Board and its
          successors.

                    (j) The titles and  headings of Sections  are  included  for
          convenience  of  reference  only  and  are  not  to be  considered  in
          construction of this Option's provisions.

                    (k) Words used in the masculine  shall apply to the feminine
          where  applicable,  and wherever the context of this Option  dictates,
          the  plural  shall be read as the  singular  and the  singular  as the
          plural.

                    (l) The Company hereby  covenants and agrees to at all times
          to reserve a sufficient  number of shares for issuance pursuant to the
          exercise of this Option Agreement.

<PAGE>


DATE OF GRANT:                            AUTHORISZOR INC.

January 31, 2001

                                          By:  /s/ James L. Jackson
                                              --------------------------------
                                              James L. Jackson
                                              Vice President and Secretary

ADDRESS:

One Van de Graaff Drive, Suite 502
Burlington, Massachusetts 01803-5188

<PAGE>


         Optionee  hereby  accepts  this  Option  subject  to all the  terms and
provisions of this Option Agreement.

By: /s/ Richard A. Langevin
   ----------------------------------
   Richard A. Langevin


ADDRESS:

1 Justin Road
Natick, MA 01760-5565


COUNSEL:

Epstein Becker & Green, P.C.
75 State Street
Boston, Massachusetts 02109
Attn: Barry Guryan

Tel: (617) 342-4000
Fax: (617) 342-4001