THIS DEED OF COVENANT is made on                              2000

BETWEEN:

(1)  AUTHORISZOR  HOLDINGS LIMITED (Company No. 3873915) whose registered office
     is at Windsor House, Cornwall Road, Harrogate HG1 2PW ("Authoriszor");

(2)  WRDC LIMITED  (Company No.  2945379)  whose  registered  office is at First
     Floor, Ebor Court, Westgate, Leeds LS1 4ND (the "Company"); and

(3)  THOSE PERSONS whose names and addresses are set out in Schedule 1 ("C Share
     Option Holders").

RECITALS:

(A)      The Company is a private  limited  company  incorporated in England and
         Wales  on  4  July  1994.  It  has  an  authorised   share  capital  of
         (pound)33,400 divided into:

        o         1,125,000 "A" Ordinary Shares of 1 penny each;

        o         1,125,000 "B" Ordinary Shares of 1 penny each;

        o         250,000 "C" Ordinary Shares of 1 penny each; and

        o         840,000 "D" Ordinary Shares of 1 penny each.

(B)      Of the  authorised  share  capital,  all "A" Ordinary  Shares,  all "B"
         Ordinary Shares and all "D" Ordinary Shares are in issue as at close of
         business today and are fully paid. No "C" Ordinary  Shares are in issue
         although  the C Share Option  Holders hold Options to purchase  132,500
         "C" Ordinary Shares.

(C)      This deed sets out the terms upon which the C Share Option Holders have
         agreed  to sell or waive  any and all  rights  they  may have  over "C"
         Ordinary Shares pursuant to the Options.

IT IS HEREBY AGREED as follows:

1.       DEFINITIONS

1.1  In this  Agreement and the Recitals and the  Schedules the following  terms
     shall have the following meanings:

         ""A" Ordinary  Shares" means the "A" Ordinary Shares of 1 penny each in
         the capital of the Company;

                           1

<PAGE>


         ""B" Ordinary  Shares" means the "B" Ordinary Shares of 1 penny each in
         the capital of the Company;  ""C" Ordinary Shares" means the non-voting
         "C" Ordinary Shares of 1 penny each in the capital of the Company;

         "Deed of Adherence" a deed in the form set out in Schedule 4;

         "Letter of  Representation"  means the letter of  representation in the
         form set out in Schedule 5, as may be amended as required by the NASDAQ
         rules or US law

         "Options"  the options  granted to the C Share  Option  Holders (in the
         numbers set out in Schedule 1) pursuant to the "WRDC  Limited  Number 1
         Share  Option  Scheme",  a copy of which is set out at  Schedule  2 and
         which give the C Share  Option  Holders  certain  rights to acquire "C"
         Ordinary Shares;

         "Issued Share Capital" shall have the meaning set out in the
         Shareholders Agreement;

         "Shareholders Agreement" means the agreement dated January 2000 between
         Authoriszor  (1), the Company (2) and Garcia Hanson and Brian Edmondson
         ("Other Shareholders") (3) and Authoriszor Inc. (4) , pursuant to which
         Authoriszor has agreed to subscribe for 840,000 "D" Ordinary Shares and
         pursuant  to which  Authoriszor  has been  granted  certain  rights  to
         acquire the "A" Ordinary Shares and the "B" Ordinary Shares.

1.2      References to the parties hereto include their respective successors in
         title, assignees, estates and legal personal representatives.

1.3      References to the singular  shall include a reference to the plural and
         vice versa unless the context otherwise requires.

1.4      References to Recitals, Clauses,  Sub-Clauses and Schedules shall be to
         recitals  and  schedules  to  and  clauses  and   sub-clauses  of  this
         Agreement.

1.5      References   to  statutes  or  statutory   provisions   and  orders  or
         regulations  made  thereunder  include that statute  provision order or
         regulation  as amended,  modified  re-enacted  or replaced from time to
         time  before the date  hereof and to any  previous  statute,  statutory
         provision order or regulation  amended modified  re-enacted or replaced
         by such statute provision order or regulation.

1.6      The clause headings shall not affect the construction of this Agreement

2.       COVENANT

2.1      The  C  Share  Option   Holders   acknowledge   that  pursuant  to  the
         Shareholders Agreement,  the holders of the "A" Ordinary Shares and "B"
         Ordinary  Shares have granted  certain rights to Authoriszor to acquire
         all or some of the "A"  Ordinary  Shares  and "B"  Ordinary  Shares  in
         issue.

                                                         2

<PAGE>


2.2      The C Share Option Holders and  Authoriszor  hereby  covenant and agree
         that in the event  Authoriszor  makes  such an  acquisition  which will
         result in Authoriszor owing at least 50% of the Issued Share Capital of
         the Company  ("Acquisition")  the C Share Option Holders will sell, and
         Authoriszor  will  acquire,  their  holdings of  unexerised  Options or
         holdings of "C" Ordinary  Shares (if any), in accordance with the terms
         set out in this Deed.

3.       PRICE AND PROCEDURE

         In the event that  Authoriszor  makes an  Acquisition  pursuant  to the
         terms of the Shareholders Agreement then:

3.1      Authoriszor  shall  serve  notice (in the form set out in  Schedule  3)
         ("Notice") on any or all of the C Share Option  Holders  within 4 weeks
         of the final  agreement of the price payable for each share pursuant to
         the Acquisition requiring them to sell to Authoriszor:

         (a)      any or all of their respective holdings of Options; and

         (b)      Any or all of their respective holdings if any of "C" Ordinary
                  Shares,

         in each case, at a price per share not less than the price per share to
         be paid by  Authoriszor  to the holders of the "A" Ordinary  Shares and
         "B" Ordinary Shares pursuant to the Acquisition ("Price").

3.2      The C Share  Option  Holders each agree that in the event that a Notice
         is served on them in respect  of any  Options  held by them,  then they
         shall:

         (a)      either exercise the number of Options  specified in the Notice
                  immediately  at the relevant  Option  exercise  price and then
                  sell the  resultant  "C" Ordinary  Shares to Authorizor as set
                  out above; or

         (b)      surrender  the  number  of  Options  specified  in the  Notice
                  immediately  to the  Company,  for nil  value  and in  return,
                  Authoriszor shall pay to such C Share Option Holder or Holders
                  an amount  equal to the sum they would have  received had they
                  elected  for  option (a)  above,  LESS an amount  equal to the
                  relevant  exercise price that would have been payable had such
                  Options been exercised.

3.3

         (a)      As an alternative to selling or surrendering their holdings in
                  accordance with Clause 3.2 above,  Authoriszor  agrees that it
                  will use  reasonable  endeavours to offer those C Share Option
                  Holders  who hold  Options  at the time  that  they  receive a
                  Notice,   the   opportunity   to  receive   share  options  in
                  Authoriszor's parent company, Authoriszor Inc.

                                          3

<PAGE>

         (b)      The  availability,  terms,  number and exercise  price of such
                  share options over shares in Authoriszor  Inc. shall be at the
                  discretion of Authoriszor, and will, if this option is chosen,
                  require the  relevant C Share Option  Holder to surrender  the
                  number of Options  stated in their  Notice,  to the Company in
                  consideration  for such grant of share options in  Authoriszor
                  Inc.

3.4      In the event of any failure by a C Share  Option  Holder to comply with
         the  provisions of this Clause 3 in respect of any Options held by them
         that are the subject of Notice,  such Options shall lapse 4 weeks after
         service of the Notice.

3.5      Authoriszor  confirms  that the Price shall be clearly  and  accurately
         stated in any Notice issued to a C Share Option Holder.

4.       COMPLETION

4.1      The  completion  of  acquisition  or surrender  referred to in Clause 3
         above  shall take  place at the  offices  of  Authoriszor's  Solicitors
         within 10  business  days of service of the Notice  when the events set
         out below shall occur:

         (a)      The C Share Option  Holders will  transfer  their "C" Ordinary
                  Shares and/or their Option rights with full title guarantee to
                  Authoriszor  free  from  any and all  security  interests  and
                  together with all accrued benefits and rights accruing thereto
                  or, as the case may be, surrender all their rights under their
                  Options and shall deliver to Authoriszor in respect of the "C"
                  Ordinary  Shares or  Option  referred  to in their  respective
                  Notices:

                  (i)      Duly  completed and executed  transfers in respect of
                           any such "C"  Ordinary  Shares  held,  together  with
                           copies of any share certificates  relating thereto or
                           a  form  of  indemnity  in  respect  of any  lost  or
                           destroyed  certificates relating to such "C" Ordinary
                           Shares.

                  (ii)     The relevant Option certificates in respect of any
                           Option held.

                  (iii)    Duly  executed   Letters  of   Representation   where
                           Authoriszor  satisfies  any  of the  price  by way of
                           issue of shares in, or options over,  Authoriszor Inc
                           shares  accordance  with  Clause  3.3  above  and 5.2
                           below.

         (b)      Authoriszor shall pay the Price in accordance with Clause 5
                  below.

5.       PAYMENT OF PRICE

         Subject to the rights set out at Clause 3.3 above,

5.1      On satisfaction  of the provisions of Clause 4.1(a) above,  Authoriszor
         shall  procure the payment of the Price to the  relevant C Share Option
         Holders.

                                                 4

<PAGE>

5.2      At the sole discretion of Authoriszor,  Authoriszor may satisfy up to a
         maximum of 40% of the Price by way of procuring the issue and allotment
         of fully paid shares in Authoriszor Inc, to the relevant C Share Option
         Holders as part satisfaction of consideration  payable to such relevant
         C Share Option Holders in accordance with the terms of this Deed.

6.       ASSIGNMENT

6.1      This Agreement shall be binding upon and shall enure for the benefit of
         each party's personal  representatives  and successors in title (as the
         case may be) but  shall  not be  assignable  save as  provided  in this
         Clause 6.

6.2      Each of the C Share Option  Holders may assign the benefit of this Deed
         to any  person to whom they  transfer  any "C"  Ordinary  Shares in the
         Company  pursuant to the  Articles of  Association,  in which case such
         transferee shall execute a deed of adherence  substantially in the form
         set out in Schedule 4 and subject to executing  such deed of adherence,
         such assignee shall be entitled,  and shall be assumed to have, all the
         benefits of this Deed which would have been conferred it if it had been
         a C  Share  Option  Holder  at  the  date  hereof  and  thereafter  all
         references  to the C Share Option Holder in this Deed shall be read and
         construed as including  such person as if it had been an original party
         hereto.

6.3      All  deeds of  adherence  executed  pursuant  to  Clause  6.2  shall be
         executed  by the  Company  for  itself  and as  attorney  for all those
         persons who are then parties.  Such parties hereby (or, as the case may
         be, by executing the relevant deed of adherence) appoint the Company as
         such attorney.

7.       NOTICES

         Where  notice is to be given in writing  to any party  hereto it may be
         served by leaving it at the registered  office or last known address of
         that party or by sending it by prepaid first class post or facsimile to
         the party's  registered  office or last known address within the United
         Kingdom supplied by the party to the other parties to this Deed for the
         giving of notice to that party to the other or by airmail or  facsimile
         to any address  outside the United  Kingdom  supplied by that party for
         the giving of notice to that party.  A properly  addressed  and prepaid
         notice  sent by first  class post or airmail (as the case may be) shall
         be deemed to have been served at an address  within the United  Kingdom
         at the  expiry of two days  after the notice is posted and served at an
         address  outside the United  Kingdom at the expiry of ten days from the
         date of  posting  by  airmail.  Where a notice  is given by  facsimile,
         service  of the same  shall be deemed to be  effected  upon  receipt of
         telephone or other confirmation of its receipt.

8.       GENERAL

8.1      Failure by any party hereto at any time or times to require performance
         of any  provision  of this Deed  shall in no manner  affect  his or its
         right to enforce such provision at a later time. No waiver by any party
         hereto of any  condition or the breach of any term,  representation  or
         warranty

                                          5

<PAGE>

         contained in this Agreement  whether by conduct or otherwise in any one
         or more  instances  shall be deemed  to be  construed  as a further  or
         continuing  waiver  of any such  condition  or  breach or waiver of any
         other  condition  or be deemed to be or construed as the breach of or a
         waiver of any other term, covenant,  representation or warranty in this
         Agreement.

8.2      This Deed shall be governed by and construed in accordance with English
         Law and all the parties hereto  irrevocably submit to the non-exclusive
         jurisdiction  of the English  Courts as regards  any claim,  dispute or
         matter  arising out of or relating to this Deed or any of the documents
         to be executed pursuant to it. The parties hereto agree that service of
         any writ,  notice or other document for the purpose of any  proceedings
         in such Court  shall be duly  served  upon it if  delivered  or sent by
         registered post in the manner provided by Clause 7.

8.3      This Deed may be entered  into by each of the  parties  signing  one or
         more counterparts  which,  taken together,  shall constitute a complete
         deed.

8.4      Except where the context otherwise  requires,  each of the restrictions
         contained in this Deed shall be construed as independent of every other
         restriction  and of every  other  provision  of this Deed to the intent
         that if any such restriction or the application of any such restriction
         to any person or to any circumstance  shall be determined to be invalid
         or unenforceable,  then such  determination  shall not affect any other
         restriction  or  provision  of  this  Deed or the  application  of such
         restriction to any other person or circumstance.

8.5      Nothing  contained  in this  Deed  and no  action  taken  by any  party
         pursuant to this Deed shall be deemed to constitute  any party, a party
         to a partnership,  association,  joint venture or other entity. None of
         the parties  hereto shall by virtue  hereof have any  authority to bind
         any other  party  hereto in any way  except  where  expressly  provided
         herein.

8.6      The C Share Option  Holders  hereby  irrevocably by way of security for
         the  performance of its obligation  under this Deed (within the meaning
         of Section 4 of the Powers of Attorney Act 1971)  appoints  Authoriszor
         and any person to whom Authoriszor  delegates the exercise of the power
         of attorney  conferred by this Clause  jointly and also severally to be
         the attorney or attorneys of the  Shareholders and in their name and on
         their behalf and as their act and deed to sign, seal, execute, deliver,
         perfect  and do all deeds,  instruments,  acts and things  which may be
         required (or which the attorney  reasonably  considers  necessary)  for
         carrying  out any  obligation  imposed  on the C Share  Option  Holders
         pursuant to this Deed.

8.7      The C Share  Option  Holders  will ratify and confirm all  transactions
         entered  into and all things done by the  attorney  in the  exercise or
         purported exercise of their powers.

8.8      In the event of there being any conflict  between the provision of this
         Deed and those  contained in either the articles of  association of the
         Company or the rules of the WRDC Limited  Number 1 Share Option Scheme,
         all parties to this Deed agree and confirm that the  provisions of this
         Deed shall prevail at all times.

                                         6

<PAGE>

8.9      The  Company  agrees  to be  bound  by  the  provisions  of  this  deed
         notwithstanding  the  provision of the articles of  association  of the
         Company or the rules of the WRDC Limited Number 1 Share Option Scheme.

AS WITNESS the hands of the parties or their duly authorised  representatives on
the date shown on the first page.

                                         7

<PAGE>

                                   SCHEDULE 1

                             C Share Option Holders

          Name

     Marc St John Bray
     35 The Drive
     Prestwich
     Manchester  M25 1BJ

     Garry Ian Waddington
     14 Tanfield Drive
     Burley in Wharfedale
     Ilkley  LS29 7RT

     Peter Hughes
     3 Heslington Court
     Heslington
     York  YO1 5EX

     David Mark Clarke
     The Elms
     Little Carlton
     Near Louth
     Lincolnshire  LN11 8HN

     Antony Charles Dunford
     22 Keystone Crescent
     Islington
     London  N1 9DS

                                   8

<PAGE>

                                   SCHEDULE 2

                      WRDC Limited No.1 Share Option Scheme

                                    9

<PAGE>

                                   SCHEDULE 3

                                 Form of Notice

From:    Authoriszor Holdings Limited of Windsor House, Cornwall Road, Harrogate
         HG1 2PW.

To:


Dear Sirs

                                                                    _____ [Date]
OPTION NOTICE

We hereby give notice, pursuant to the Deed of Covenant dated [        ], of our
right to require you to:

(a)  surrender [ ] options you hold over "C"  Ordinary  Shares in WRDC  Limited;
     and/or

(b)      sell to us the [  ] "C" Ordinary Shares in WRDC Limited that you hold,

in each case in accordance with the terms of the Deed of Covenant.

We confirm that the Price for the Acquisition is [ ] per share of WRDC Limited.





---------------------------------------
Duly authorised for and on behalf of
Authoriszor Holdings Limited

                                      10

<PAGE>

                                   SCHEDULE 4

                                Deed of Adherence

THIS DEED OF ADHERENCE is made on o                    2000

BETWEEN:

(1)  _______________  LIMITED  (Registered  in  England  No  ____________  whose
     registered office is at________________ (the "Covenantor"); and

(2)  WRDC LIMITED  (Registered in England No  _________________  ("the Company")
     for itself and as attorney for the other parties to the Deed of Covenant.

RECITAL

This Deed is supplemental to a Deed of Covenant made on _______________  between
___________________ ("the Agreement").

THIS DEED WITNESSES as follows:

1.       The Covenantor hereby confirms that it has been supplied with a copy of
         the Deed of  Covenant  and hereby  covenants  with each of the  parties
         hereto to observe, perform and be bound by all the terms of the Deed of
         Covenant  as if it were a party  thereto or named  therein as a C Share
         Option Holder.

2.       Each of the other parties  hereto hereby  covenants with the Covenantor
         that the  Covenantor  shall be  entitled to the benefit of the terms of
         the Deed of Covenant as if it were a party thereto and named therein as
         a C Share Option Holder.

3.       The Covenantor hereby appoints Authoriszor Limited to be its attorney
         for the purposes of clause 8 of the Agreement.

4.       This Deed shall be governed by and construed in accordance with English
         law.

IN WITNESS whereof this Deed has been executed by the Covenantor and the Company
for  itself  and as  attorney  for the other  parties  to the  Agreement  and is
intended to be and is hereby delivered on the date shown on the first page.

                                       11

<PAGE>


                                   SCHEDULE 5

                            Letter of Representation

Authoriszor Inc.
8201 Preston Road, Suite 600
Dallas, Texas  75225

Attention:        Mr. Robert P. Jeffcock
                  President

Gentlemen:

In connection with the issuance to the  undersigned of ____________  shares (the
"Shares"),  of common stock, par value $.01 per share (the "Common  Stock"),  of
Authoriszor  Inc.,  a Delaware  corporation  (the  "Company"),  the  undersigned
warrants and represents that:

1.   The  undersigned is acquiring the Shares for investment  solely for his own
     account and not for distribution, transfer or resale to others.

2.   The undersigned has such knowledge and experience in financial and business
     matters  that he is  capable  of  evaluating  the  merits  and risks of the
     acquisition of the Shares.

3.   The  undersigned  understands  that the Shares to be acquired have not been
     registered  under the Securities  Act of 1933, as amended (the  "Securities
     Act"),  nor pursuant to the provisions of the securities laws or other laws
     of any other  applicable  jurisdiction,  in reliance  upon  exemptions  for
     private  offerings  contained  in the  Securities  Act and the  regulations
     promulgated  thereunder and in the applicable  laws of such  jurisdictions.
     The  undersigned  is fully  aware  that the  Shares  subscribed  for by the
     undersigned  are to be  issued to the  undersigned  in  reliance  upon such
     exemptions based upon the representations set forth herein. The undersigned
     is also  fully  aware  of the  restrictions  on sale,  transferability  and
     assignment of the Shares.

4.   Because the Shares have not been registered under any securities laws, they
     will be  "restricted  securities"  as defined in  Securities  and  Exchange
     Commission Rule 144. Accordingly,  the undersigned,  as a stockholder,  may
     not sell, transfer, or otherwise dispose of them without registration under
     the Securities Act and applicable  securities laws or the  applicability of
     an  exemption  from  registration  (in which  case the  undersigned  may be
     required to provide the Company with a legal opinion, in form and substance
     satisfactory  to the  Company and its  counsel,  that  registration  is not
     required).

5.   The  Shares are not being  acquired  directly  or  indirectly  as  nominee,
     trustee, agent, or representative for any other person or persons.

                                           12

<PAGE>


6.   The  undersigned   acknowledges  and  consents  that  certificates  now  or
     hereafter  issued  for the  Shares  will  bear a  legend  substantially  as
     follows:

         "The shares of stock of Authoriszor Inc. (the "Company") represented by
         this  certificate  have not been registered under the Securities Act of
         1933,  as amended (the "Act"),  and the holder  hereof  cannot make any
         sale, pledge, hypothecation, assignment or other transfer of any shares
         of such stock  except  pursuant  to an  offering  of such  shares  duly
         registered  under the Act, and any applicable state securities laws, or
         under other such circumstances  which in the opinion of counsel for the
         Company,  at the time, does not require  registration  under the Act or
         any applicable state  securities  laws. The shares  represented by this
         certificate are "restricted  securities" within the meaning of Rule 144
         promulgated by the Securities and Exchange Commission under the Act and
         may be subject to the  limitations  and reporting  requirements of said
         rule upon resale or other distribution thereof."

7.   The undersigned  warrants that the information set forth in this Investment
     Letter is true and correct,  with the knowledge that the Company is relying
     on the  accuracy  of  the  information  and  truth  of the  representations
     contained   herein  in  connection  with  the  Company's   compliance  with
     applicable securities laws. The undersigned further agrees to indemnify and
     hold harmless the Company from any and all liabilities,  losses, costs, and
     expenses  arising out of or related to the resale or other  distribution by
     the  undersigned  of all or any portion of the Shares in  violation  of the
     Securities Act or of any applicable  state  securities  laws as well as any
     and all liabilities,  losses,  costs, and expenses to which the Company may
     be put or that the Company may incur by reason of or in connection with any
     misrepresentation  made  by  the  undersigned,  any  breach  of  any of its
     warranties, or its failure to fulfil any of the covenants or agreements set
     forth herein. The representations  and warranties  contained herein (i) are
     made from the date the Board of  Directors  approved  the  issuance  of the
     Shares to the  undersigned,  and (ii) are  binding  upon the  heirs,  legal
     representatives, successors, and assigns of the undersigned.

         Executed as of this _______ day of _______________, 2000.




[Shareholder]

Address (for purpose of the Company's stock transfer records):






                                             13


<PAGE>


EXECUTED (but not delivered until              )
the date hereof) AS A DEED by                  )
AUTHORISZOR HOLDINGS                           )
LIMITED acting by:                             )

Director:

Director/Secretary

EXECUTED (but not delivered until              )
the date hereof) AS A DEED by                  )
WRDC LIMITED acting by:                        )
                                               )
Director:

Director/Secretary

EXECUTED (but not delivered until              )
the date hereof) AS A DEED by                  )
MARK ST JOHN BRAY                              )

Witness signature:

Name:

Address:



Occupation:


                                                     14

<PAGE>


EXECUTED (but not delivered until              )
the date hereof) AS A DEED by                  )
GARRY IAN WADDINGTON                           )

Witness signature:

Name:

Address:

Occupation:


EXECUTED (but not delivered until              )
the date hereof) AS A DEED by                  )
PETER HUGHES                                   )

Witness signature:

Name:

Address:



Occupation:



EXECUTED (but not delivered until              )
the date hereof) AS A DEED by                  )
DAVID MARK CLARKE                              )

Witness signature:

Name:

Address:



Occupation:


                                                15

<PAGE>


EXECUTED (but not delivered until              )
the date hereof) AS A DEED by                  )
ANTONY CHARLES DUNFORD                         )

Witness signature:

Name:

Address:



Occupation:

                                              16

<PAGE>

                                      INDEX


1.          DEFINITIONS........................................................1
2.          COVENANT...........................................................1
3.          PRICE AND PROCEDURE................................................2
4.          COMPLETION.........................................................3
5.          PAYMENT OF PRICE...................................................4
6.          ASSIGNMENT.........................................................4
7.          NOTICES............................................................4
8.          GENERAL............................................................5

SCHEDULE 1.....................................................................7
            C Share Option Holders.............................................7

SCHEDULE 2.....................................................................8
            WRDC Limited No.1 Share Option Scheme..............................8

SCHEDULE 3.....................................................................9
            Form of Notice.....................................................9

SCHEDULE 4....................................................................10
            Deed of Adherence.................................................10

SCHEDULE 5....................................................................11
            Letter of Representation..........................................11

<PAGE>

                        DATED________________________2000

                        (1) AUTHORISZOR HOLDINGS LIMITED

                                (2) WRDC LIMITED

                (3) THE SEVERAL PERSONS REFERRED TO IN SCHEDULE 1

                                DEED OF COVENANT

                                   relating to

                                  WRDC Limited