DATED                            2000




(1)      AUTHORISZOR INC.


(2)      THE PERSONS NAMED IN THE SCHEDULE


(3)      BEESON GREGORY LIMITED

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

SUPPLEMENTAL  PLACING  AGREEMENT
relating to shares of common
stock par value US$0.01 per share
in AUTHORISZOR INC.

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







TITMUSS SAINER DECHERT

2 Serjeants' Inn
London EC4Y 1LT

Date:    8.2.2000
Ref:     C353/062581

<PAGE>

THIS AGREEMENT is made     February 2000
--------------
BETWEEN:-

(1)  AUTHORISZOR  INC. a company  incorporated  and  registered  in the State of
     Delaware,  USA  and  whose  registered  office  is at 1209  Orange  Street,
     Wilmington, Delaware 19801 USA ("Company");

(2)  THE SEVERAL  PERSONS  whose names and addresses are set out in the schedule
     (each a "Director" and together the "Directors"); and

(3)  BEESON  GREGORY  LIMITED a company  registered  in  England  and Wales with
     number 2316630 and whose registered  office is at The Registry,  Royal Mint
     Court, London EC3N 4BL ("Beeson Gregory").

RECITALS

(1)  This agreement is  supplemental  to the placing  agreement made between the
     parties hereto dated 28 January 2000 ("Placing Agreement").

(2)  The Company has issued an information memorandum ("Information Memorandum")
     dated 28 January  2000  relating to a proposed  placing of up to  1,850,000
     Placing Shares.

(3)  In view of the  indication  of  interest  in such  Shares  received  by the
     Company since the  publication of the Information  Memorandum,  the Company
     wishes to issue up to 877,273 further Shares ("Further Placing Shares"). In
     connection  with the  Placing,  which for all  purposes is to be treated as
     increased  by the  offering  of the  Further  Placing  Shares,  the Company
     proposes to issue a supplementary  information  memorandum  ("Supplementary
     Information Memorandum") on or about 10 February 2000.

(4)  It is now proposed  that the Placing  will be made on 11 February  2000 and
     that the Placing Shares and the Further  Placing Shares will be allotted on
     11 February 2000.

(5)  It is also proposed that Placing  Shares and/or  Further  Placing Shares be
     placed in Sweden in addition to the other Listed Countries.

(6)  The  parties  have  agreed that all  obligations  contained  in the Placing
     Agreement  in  relation to the  Placing  Shares  shall apply to the Further
     Placing Shares with any necessary amendments.

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(7)  All words and  expressions in this agreement which have been defined in the
     Placing Agreement shall have the same meaning herein unless defined in this
     agreement or the context otherwise requires.

1.       AMENDMENTS TO PLACING AGREEMENT

         References in the Placing Agreement to:-

1.1  the  Information  Memorandum and the Placing  Documents  shall be deemed to
     include references to the Supplementary Information Memorandum;

1.2  the Placing  Shares shall be deemed to include the Further  Placing  Shares
     (other  than in respect of  commissions  payable in respect of the  Further
     Placing Shares which are dealt with in clause 2.1 below);

1.3  the Option  Shares  shall be deemed to include  the Further  Option  Shares
     (other than in clause 5 of the Placing Agreement);

1.4  the Placing Documents shall be deemed to include this agreement;

1.5  the Listed Countries shall be deemed to include Sweden; and

1.6  the  expected  dates  referred to in the  definitions  of Placing  Date and
     Allotment  Date in the  Placing  Agreement  shall be amended to reflect the
     revised expected time table referred to in recital (4) above.

2.       COMMISSIONS AND EXPENSES

2.1  Beeson  Gregory's  fee  in  respect  of its  services  to  the  Company  in
     connection  with  placing  the Further  Placing  Shares  shall  comprise an
     additional  commission  payable  in cash  equal to 5 per cent of an  amount
     equal to the Placing Price  multiplied  by the aggregate  number of Further
     Placing  Shares.  It shall also  comprise  the grant of the Further  Option
     pursuant to clause 3 below.

2.2  The costs and expenses of placing the Further Placing Shares shall be borne
     by the Company on the same basis (and Beeson Gregory shall be reimbursed by
     the  Company to the same  extent)  as set out in clause 7.2 of the  Placing
     Agreement.

2.3  Beeson Gregory shall be entitled to deduct the  commissions  referred to in
     clause 2.1 and the costs and  expenses  incurred  or to be  incurred  by it
     referred  to in clause  2.2 from the  proceeds  of the sale of the  Further
     Placing Shares.

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2.4  Where any sum payable  under this  agreement is subject to value added tax,
     such sum  will be paid  together  with  the  relevant  amount  of  properly
     chargeable value added tax.

2.5  The  commissions,  fees and expenses  payable to Beeson Gregory pursuant to
     this agreement shall be in addition to the  commissions,  fees and expenses
     payable pursuant to the Placing Agreement.

3.                OPTION

3.1  The Company grants to Beeson Gregory a further option ("Further Option") to
     subscribe or procure the subscription for such number of Shares (apart from
     the Placing  Shares,  the Further  Placing Shares and the Option Shares) as
     shall be equal to 5 per cent. of the total number of Further Placing Shares
     subscribed for under the Placing  (including by Beeson Gregory)  rounded to
     the nearest whole number ("Further Option Shares").

3.2  Clauses 5.2 to 5.6 of the Placing Agreement  (inclusive) shall apply to the
     Further Option.

     4. GENERAL

     Save  as  contained  in  this  agreement,  the  provisions  of the  Placing
     Agreement shall remain in full force and effect.

EXECUTED as a DEED                  )
and DELIVERED by                    )
AUTHORISZOR INC.                    )
acting by:-                         )

                                    Duly authorised signatory

                                    Duly authorised signatory

SIGNED as a DEED and                )
DELIVERED by                        )
RICHARD LANGEVIN                    )
in the presence of:-                )

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SIGNED as a DEED and                )
DELIVERED by                        )
JAMES JACKSON                       )
in the presence of:-                )



SIGNED as a DEED and                )
DELIVERED by                        )
DAVID WRAY                          )
in the presence of:-                )



SIGNED as a DEED and                )
DELIVERED by                        )
ROBERT JEFFCOCK                     )
in the presence of:-                )


EXECUTED as a DEED                  )
and DELIVERED by                    )
BEESON GREGORY LIMITED              )
acting by:-                         )

                                    Director

                                    Director/Secretary

<PAGE>

THE FIRST SCHEDULE
THE DIRECTORS

Richard Langevin

1 Justin Road, Natick, Massachusetts, USA


James Jackson

2 Parklands, Studley Roger, Ripon, North Yorkshire HG4 3AY


David Wray

54 New Park Road, Queensbury, Bradford BD13 1PP


Robert Jeffcock

42B Roc Flevri, 1 Rue du Tenao, MC 9300 Monaco