February 22, 2000


Dear Optionee,

You will find enclosed with this letter a document  setting out the terms of the
share options granted to you. The documents are:-

1.   The Authoriszor Inc. 1999 Stock Plan Rules,  which are common to all option
     holders with options granted under this plan.

2.   A Notice of Grant which is particular to you.

3.   A sample exercise notice which you should use to exercise any options which
     may have vested under the terms of grant.

4.   An investment  representation statement which you are required to sign when
     exercising   options  to  confirm  that  you   understand   the   financial
     implications of purchasing securities in a company.

Please study the documents carefully, and if you agree to abide by the terms and
conditions and wish to accept the options offered, then please sign the document
on Page 4, return a copy of the  signature  page to the Company's  offices,  and
keep the original in a safe place.

I would like to take this  opportunity of welcoming you to the Authoriszor  Inc.
Stock  Plan  and I trust  that  your  association  with  the  Company  will be a
rewarding one.

Yours sincerely

Director
Authoriszor Inc.

<PAGE>

                                Authoriszor Inc.
                                 1999 STOCK PLAN
                             STOCK OPTION AGREEMENT

Unless  otherwise  defined herein,  the terms defined in the Plan shall have the
same defined meanings in this Option Agreement.

I.       NOTICE OF STOCK OPTION GRANT ("Notice of Grant")



The undersigned  Optionee has been granted an Option to purchase Common Stock of
the  Company,  subject to the terms and  conditions  of the Plan and this Option
Agreement, as follows:

Date of Grant:

Vesting Commencement Date:

Exercise Price per Share:

Total Number of Shares Granted:

Type of Option:                         ___   Incentive Stock Option
                                        ___   Non-statutory Stock Option

Term/Expiration Date:

Vesting Schedule:

This  Option  shall  be  exercisable,  in whole  or in  part,  according  to the
following vesting schedule:

Up to a maximum of 25% of the total number of shares granted in each of the four
years commencing on the Vesting Commencement Date.

Notwithstanding  the foregoing,  the  Administrator in its sole discretion,  may
(but is not obligated to)  accelerate the date on which all or any portion of an
otherwise unexercisable Option may be exercised.

Termination Period:

The vested  portion of this Option shall be  exercisable  for three months after
Optionee ceases to be a Service  Provider;  except that upon Optionee's death or
Disability,  this Option may be exercised for one year after Optionee  ceases to
be a Service  Provider.  In no event may Optionee exercise this Option after the
Term/Expiration Date as provided above.

II.      AGREEMENT

1.       Grant Of Option.

The  Administrator of the Plan hereby grants to the Optionee named in the Notice
of Grant (the  "Optionee"),  an option (the  "Option") to purchase the number of
Shares set forth in the Notice of Grant,  at the  Exercise

<PAGE>

Price and subject to the terms and conditions of the Plan, which is incorporated
herein by  reference.  Subject to Section  13(c) of the Plan,  in the event of a
conflict between the terms and conditions of the Plan and this Option Agreement,
the terms and conditions of the Plan shall prevail.

If designated in the Notice of Grant as an Incentive Stock Option ("ISO"),  this
Option is intended to qualify as an Incentive Stock Option as defined in Section
422 of the Code.  Nevertheless,  to the extent that it exceeds the $100,000 rule
of Code Section 422(d),  this Option shall be treated as a  Non-statutory  Stock
Option ("NSO").

2.       Exercise of Option

(a)      Right to Exercise.  This Option shall be exercisable during its term in
         accordance with the Vesting Schedule set out in the Notice of Grant and
         with the applicable provisions of the Plan and this Option Agreement.

(b)      Method of Exercise.  This Option shall be exercisable by delivery of an
         exercise  notice  in the form  attached  as  Exhibit  A (the  "Exercise
         Notice"),  which shall state the election to exercise  the Option,  the
         number of Shares with  respect to which the Option is being  exercised,
         and such other representations and agreements as may be required by the
         Company.  The Exercise  Notice shall be  accompanied  by payment of the
         aggregate Exercise Price as to all Exercised Shares.  This Option shall
         be deemed to be  exercised  upon  receipt by the  Company of such fully
         executed Exercise Notice accompanied by the aggregate Exercise Price.

         No Shares shall be issued  pursuant to the exercise of an Option unless
         such issuance and such exercise complies with Applicable Laws. Assuming
         such compliance, for income tax purposes the Shares shall be considered
         issued to the  Optionee  on the date on which the  Option is  exercised
         with respect to such Shares.

(c)      The Optionee may satisfy his withholding tax obligations by electing to
         have the Company withhold from the Shares to be issued upon exercise of
         the Options  that number of Shares  having a Fair Market Value equal to
         the amount required to be withheld. The Fair Market Value of the Shares
         to be withheld for this  purpose  shall be made on such forms and under
         such conditions as the Administrator may deem necessary or advisable.

3.       Optionee's Representations.

In the event the Shares have not been  registered  under the  Securities  Act of
1933, as amended (the "Securities  Act") , at the time this Option is exercised,
the Optionee shall, if required by the Company,  concurrently  with the exercise
of all or  any  portion  of  this  Option,  deliver  to the  Company  his or her
Investment Representation Statement in the form attached hereto as Exhibit B.

4.       Market Stand Off Period.

Optionee   hereby   agrees  that,   if  so  requested  by  the  Company  or  any
representative  of the  underwriters in connection with any  registration of the
offering (the  "Offering") of any securities of the Company under the Securities
Act,  Optionee  shall  not  sell or  otherwise  transfer  any  Shares  or  other
securities of the Company during the 180-day period (or such other period as may
be requested in writing by the Managing Underwriter with respect to the Offering
and  agreed  to in  writing  by the  Company)  (the  "Market  Standoff  Period")
following the effective  date of a  registration  statement of the Company filed
under  the  Securities  Act.  Such  restriction  shall  apply  only to the first
registration  statement of the Company to become  effective under the

<PAGE>

Securities Act after the effective date of the Plan that includes  securities to
be sold on  behalf  of the  Company  to the  public  in an  underwritten  public
offering  under the  Securities  Act.  The  Company  may impose  stop-  transfer
instructions  with respect to securities  subject to the foregoing  restrictions
until the end of such Market Standoff Period.

5.       Method of Payment.

Payment of the aggregate  Exercise Price shall be by any of the following,  or a
combination thereof, at the election of the Optionee:

         (a)      cash or check; or

         (b)      consideration received by the Company under a formal  cashless
                  exercise program adopted by the Company in connection with the
                  Plan;

         (c)      shares  including  Shares acquired upon exercise of the Option
                  that have a Fair Market Value on the date of  surrender  equal
                  to the aggregate Exercise Price of the Shares as to which such
                  Option shall be exercised; or

         (d)      any combination of the foregoing methods of payment.

6.       Restrictions on Exercise.

This  Option may not be  exercised  if the  issuance  of such  Shares  upon such
exercise  or the  method of  payment  of  consideration  for such  shares  would
constitute a violation of any Applicable Law.

7.       Non-Transferability of Option.

This Option may not be  transferred  in any manner  otherwise than by will or by
the laws of descent or distribution  and may be exercised during the lifetime of
Optionee only by Optionee. The terms of the Plan and this Option Agreement shall
be binding upon the executors, administrators,  heirs, successors and assigns of
the Optionee.

8.       Term of Option.

This  Option  may be  exercised  only  within  the term set out in the Notice of
Grant,  and may be exercised  during such term only in accordance  with the Plan
and the terms of this Option, subject to the right of the Administrator to amend
or waive certain terms and  conditions of the Option and to accelerate  the date
on  which  all  or  any  portion  of an  otherwise  unexerciable  Option  may be
exercised.

9.       Tax Consequences.

Optionee  understands  that  Optionee  may  suffer adverse tax consequences as a
result  of   Optionee's   purchase   or   disposition  of the  Shares.  OPTIONEE
REPRESENTS   THAT  OPTIONEE  HAS  CONSULTED  WITH ANY TAX  CONSULTANTS  OPTIONEE
DEEMS   ADVISABLE  IN  CONNECTION  WITH  THE  PURCHASE  OR   DISPOSITION  OF THE
SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

<PAGE>

10.      Entire Agreement. Governing Law.


The Plan is incorporated herein by reference. The Plan and this Option Agreement
constitute  the entire  agreement  of the  parties  with  respect to the subject
matter  hereof  and  supersede  in their  entirety  all prior  undertakings  and
agreements  of the  Company and  Optionee  with  respect to the  subject  matter
hereof. This Option Agreement is governed by the internal  substantive laws, but
not the choice of law rules, of Delaware.

11.      No Guarantee of Continued Service.

OPTIONEE  ACKNOWLEDGES  AND AGREES  THAT THE  VESTING OF SHARES  PURSUANT TO THE
VESTING  SCHEDULE  HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE  PROVIDER OR
EMPLOYEE AT THE WILL OF THE COMPANY (NOT  THROUGH THE ACT OF BEING  GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT THIS AGREEMENT,  THE  TRANSACTIONS  CONTEMPLATED  HEREUNDER AND THE VESTING
SCHEDULE SET FORTH  HEREIN DO NOT  CONSTITUTE  AN EXPRESS OR IMPLIED  PROMISE OF
CONTINUED  ENGAGEMENT AS A SERVICE  PROVIDER OR EMPLOYEE FOR THE VESTING PERIOD,
FOR ANY PERIOD,  OR AT ALL, AND SHALL NOT  INTERFERE IN ANY WAY WITH  OPTIONEE'S
RIGHT OR THE COMPANY'S RIGHT TO TERMINATE  OPTIONEE'S  RELATIONSHIP AS A SERVICE
PROVIDER OR EMPLOYEE AT ANY TIME,  WITH OR WITHOUT  CAUSE,  SUBJECT TO ANY OTHER
CONTRACTUAL TERMS AND CONDITIONS OF ENGAGEMENT.

12.      Interpretation.

(a)      If any  provision  of this  Option  Agreement  is held  invalid for any
         reason, such holding shall not affect the remaining  provisions hereof,
         but instead the Option  Agreement shall be construed and enforced as if
         such provision had never been included in the Option Agreement.

(b)      Headings  contained in this Option  Agreement are for convenience  only
         and shall in no manner be construed as part of this Option Agreement.

(c)      Any reference to the masculine,  feminine,  or  neuter  gender shall be
         reference to such other gender as is appropriate.

Optionee  acknowledges  receipt of a copy of the Plan and represents  that he or
she is familiar with the terms and provisions  thereof,  and hereby accepts this
Option subject to all of the terms and provisions thereof. Optionee has reviewed
the Plan and this Option in their entirety, has had an opportunity to obtain the
advice of counsel  prior to  executing  this  Option and fully  understands  all
provisions  of  the  Option.  Optionee  hereby  agrees  to  accept  as  binding,
conclusive and final all decisions or  interpretations of the Administrator upon
any questions arising under the Plan or this Option.  Optionee further agrees to
notify the Company upon any change in the residence address indicated below.

OPTIONEE                                                      Authoriszor Inc.

                                                              By:
Signature                                                     Name:
                                                              Title:

Print Name

Residence Address:

<PAGE>

                                    EXHIBIT A

                                 1999 STOCK PLAN
                                 EXERCISE NOTICE

Authoriszor Inc.
[


               ]

Attention: Secretary

1.   Exercise of option. Effective as of today, [ ] the undersigned ("Optionee")
     hereby elects to exercise  Optionee's  option to purchase [ ] shares of the
     Common Stock (the "Shares") of Authoriszor  Inc. (the "Company")  under and
     pursuant to the Authoriszor Inc. 1999 Stock Plan (the "Plan") and the Stock
     Option Agreement dated [ ] (the "Option Agreement").

2.   Delivery  of  Payment.  Purchaser  herewith  delivers  to the  Company  the
     Aggregate  Exercise  Price  of the  Shares,  as  set  forth  in the  Option
     Agreement, by the following means [fill in method of payment].

3.   Representations  of  Optionee.  Optionee  acknowledges  that  Optionee  has
     received,  read and understood the Plan and the Option Agreement and agrees
     to abide by and be bound by their terms and conditions.

4.   Rights as  Shareholder.  Until the issuance of the Shares (as  evidenced by
     the  appropriate  entry on the books of the Company or of a duly authorised
     transfer  agent of the Company),  no right to vote or receive  dividends or
     any other rights as a stockholder  shall exist with respect to the Optioned
     Stock,  notwithstanding  the  exercise of the Option.  The Shares  shall be
     issued to the Optionee  reasonably  promptly after the Option is exercised.
     No  adjustment  shall be made for a dividend  or other  right for which the
     record date is prior to the date of issuance.

5.   Tax Consultation. Optionee understands that Optionee may suffer adverse tax
     consequences  as a result of  Optionee's  purchase  or  disposition  of the
     Shares.  Optionee  represents  that  Optionee  has  consulted  with any tax
     consultants  Optionee  deems  advisable in connection  with the purchase or
     disposition  of the Shares and that  Optionee is not relying on the Company
     for any tax advice.

6.   Restrictive Legends and Stop-Transfer Orders

(a)  Legends.  Optionee  understands  and agrees  that the Company may cause the
     legends set forth below or legends substantially  equivalent thereto, to be
     placed upon any certificate(s)  evidencing ownership of the Shares together
     with any other  legends  that may be required by the Company or by state or
     federal securities laws:

     THE  SECURITIES  REPRESENTED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER  THE
     SECURITIES ACT OF 1933 AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD
     OR  OTHERWISE  TRANSFERRED,   PLEDGED  OR  HYPOTHECATED  UNLESS  AND  UNTIL
     REGISTERED UNDER THE ACT OR, IN THE OPINION OF COMPANY COUNSEL SATISFACTORY
     TO THE ISSUER OF THESE SECURITIES,  SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
     HYPOTHECATION IS EXEMPT FROM REGISTRATION THEREUNDER.

<PAGE>

(b)  Stop-Transfer Notices.  Optionee agrees that, in order to ensure compliance
     with the restrictions referred to herein, the Company may issue appropriate
     "stop  transfer"  instructions  to its transfer agent, if any, and that, if
     the Company transfers its own securities, it may make appropriate notations
     to the same effect in its own records.

(c)  Refusal to Transfer.  The Company  shall not be required (i) to transfer on
     its books any  Shares  that have  been  sold or  otherwise  transferred  in
     violation of any of the  provisions  of this  Agreement or (ii) to treat as
     owner of such Shares or to accord the right to vote or pay dividends to any
     purchaser  or other  transferee  to whom  such  Shares  shall  have been so
     transferred.

7.   Successors and Assigns. The Company may assign any of its rights under this
     Agreement to single or multiple  assignees,  and this Agreement shall inure
     to the benefit of the successors and assigns of the Company. Subject to the
     restrictions on transfer herein set forth,  this Agreement shall be binding
     upon Optionee and his or her heirs, executors,  administrators,  successors
     and assigns.

8.   Interpretation.  Any dispute regarding the interpretation of this Agreement
     shall  be  submitted  by  Optionee  or by  the  Company  forthwith  to  the
     Administrator  which shall review such dispute at its next regular meeting.
     The  resolution of such a dispute by the  Administrator  shall be final and
     binding on all parties.

9.   Governing  Law;  Severability.  This  Agreement is governed by the internal
     substantive laws but not the choice of law rules, of Delaware.

10.  Entire Agreement.  The Plan and Option Agreement are incorporated herein by
     reference.   This  Agreement,  the  Plan,  the  Option  Agreement  and  the
     Investment  Representation Statement constitute the entire agreement of the
     parties with respect to the subject  matter  hereof and  supersede in their
     entirety all prior  undertakings and agreements of the Company and Optionee
     with  respect  to the  subject  matter  hereof,  and  may  not be  modified
     adversely to the Optionee's interest except by means of a writing signed by
     the Company and Optionee.

Submitted By:                                                 Accepted By:

OPTIONEE                                                      Authoriszor Inc.

                                                              By:
Signature                                                     Name:
                                                              Title:



Print Name
Residence Address:

<PAGE>

                       INVESTMENT REPRESENTATION STATEMENT

OPTIONEE:

COMPANY:          Authoriszor Inc.

SECURITY:         COMMON STOCK

NUMBER OF SHARES:

DATE:

In connection with the purchase of the above-listed Securities,  the undersigned
Optionee represents to the Company the following:

(a)  Optionee is aware of the Company's business affairs and financial condition
     and has  acquired  sufficient  information  about the  Company  to reach an
     informed and knowledgeable decision to acquire the Securities.  Optionee is
     acquiring  these  Securities for investment for Optionee's own account only
     and not with a view to, or for resale in connection with any "distribution"
     thereof  within the meaning of the  Securities Act of 1933, as amended (the
     "Securities Act").

(b)  Optionee  acknowledges  and  understands  that  the  Securities  constitute
     "restricted  securities"  under  the  Securities  Act  and  have  not  been
     registered  under the Securities Act in reliance upon a specific  exemption
     therefrom,  which exemption depends upon, among other things, the bona fide
     nature  of  Optionee's  investment  intent  as  expressed  herein.  In this
     connection,  Optionee  understands  that, in the view of the Securities and
     Exchange  Commission,  the  statutory  basis  for  such  exemption  may  be
     unavailable  if  Optionee's  representation  was  predicated  solely upon a
     present  intention to hold these  Securities for the minimum  capital gains
     period  specified under tax statutes,  for a deferred sale, for or until an
     increase or decrease in the market price of the Securities, or for a period
     of one year or any other  fixed  period  in the  future.  Optionee  further
     understands that the Securities must be held  indefinitely  unless they are
     subsequently  registered under the Securities Act or an exemption from such
     registration is available.  Optionee  further  acknowledges and understands
     that the  Company  is under  no  obligation  to  register  the  Securities.
     Optionee understands that the certificate evidencing the Securities will be
     imprinted  with a legend that  prohibits  the  transfer  of the  Securities
     unless they are registered under the Securities Act or such registration is
     not  required   under  the   Securities  Act  in  the  opinion  of  counsel
     satisfactory to the Company, and any other legend required under applicable
     state or foreign securities laws.

(c)  Optionee is familiar with the provisions of Rule 144 promulgated  under the
     Securities  Act,  which,  in  substance,  permit  limited  public resale of
     "restricted  securities"  acquired,  directly or indirectly from the issuer
     thereof,  in a non-public  offering  subject to the satisfaction of certain
     conditions.

(d)  Optionee  further  understands  that  in the  event  all of the  applicable
     requirements  of  Rule  144  are  not  satisfied,  registration  under  the
     Securities Act,  compliance  with Regulation A, or some other  registration
     exemption will be required;  and that,  notwithstanding  the fact that Rule
     144 is not exclusive,  the Staff of the Securities and Exchange  Commission
     has expressed its opinion that persons  proposing to sell private placement
     securities other than in a registered  offering and otherwise than pursuant
     to Rule 144 will have a substantial burden of proof in establishing that an
     exemption from registration is available for such offers or sales, and that
     such  persons  and  their  respective   brokers  who  participate  in  such
     transactions  do so  at  their  own  risk.  Optionee  understands  that  no
     assurances can be given that any such other registration  exemption will be
     available in such event.

<PAGE>

Signature of Optionee:



Date:

<PAGE>

                                        SCHEDULE OF STOCK OPTION AGREEMENTS

<TABLE>
<CAPTION>
<S>                              <C>          <C>          <C>                <C>             <C>            <C>
Name                       No. of Shares     Date of     Vesting         Exercise Price     Type of      Expiration
                              Granted         Grant                        Per Share         Option         Date

Glen A. R. M.  Hirst           25,000        9/20/99    25% per yr for 4      $2.50       Non-statutory     9/30/07
                                                       yrs beg on 10/1/00

Paul Allan Swain               25,000        9/30/99    25% per yr for 4      $2.50       Non-statutory     9/30/07
                                                       yrs beg on 10/1/00

Patrick Burns                  25,000        9/27/99    25% per yr for 4      $2.50       Non-statutory     9/30/07
                                                       yrs beg on 10/1/00

Barry Jones                   131,214        10/6/99    25% per yr for 4      $2.00       Non-statutory     9/30/07
                                                       yrs beg on 10/1/00

Christopher Noble              25,000       11/29/99    25% per yr for 4      $4.67       Non-statutory     12/1/07
                                                       yrs beg on 12/1/00

Clifford Gladwin               25,000       11/22/99    25% per yr for 4      $3.45       Non-statutory     12/1/07
                                                       yrs beg on 12/1/00

Andrew Michael Cussons         25,000         1/1/00    25% per yr for 4      $6.75       Non-statutory      1/1/08
                                                        yrs beg on 1/1/01

Andrew Llewellyn               25,000         1/1/00    25% per yr for 4      $2.50       Non-statutory      1/1/08
                                                        yrs beg on 1/1/01

<PAGE>

Shaun Summers                   1,000        11/8/99    25% per yr for 4      $3.00       Non-statutory     12/1/07
                                                       yrs beg on 12/1/00

Ian Joyce                       2,000         2/1/00    25% per yr for 4     $10.31       Non-statutory      2/1/08
                                                        yrs beg on 2/1/01

Dale Andrew Cole               25,000        1/14/00    25% per yr for 4      $7.10       Non-statutory      2/1/08
                                                        yrs beg on 2/1/01

Ian Weatherhogg                40,000         2/1/00    25% per yr for 4     $10.31       Non-statutory      2/1/08
                                                        yrs beg on 2/1/01

David Blain                    25,000         2/1/00    25% per yr for 4     $10.31       Non-statutory      2/1/08
                                                        yrs beg on 2/1/01

Frank Majkowski                25,000        9/20/99    25% per yr for 4      $2.50       Non-statutory      1/1/08
                                                        yrs beg on 1/1/01

Shaun Summers                   1,500         2/1/00    25% per yr for 4     $10.31       Non-statutory      2/1/08
                                                        yrs beg on 2/1/01

John Pitt                       2,500         2/1/00    25% per yr for 4     $10.31       Non-statutory      2/1/08
                                                        yrs beg on 2/1/01

Paul Leivesley                  2,500         2/1/00    25% per yr for 4     $10.31       Non-statutory      2/1/08
                                                        yrs beg on 2/1/01

</TABLE>