DATED                                  2000






(1)      AUTHORISZOR INC.

(2)      BEESON GREGORY LIMITED

(3)      RAYMOND SEITZ AND OTHERS





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LOCK-UP AGREEMENT

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THIS AGREEMENT is made on                                      January 2000
--------------                                             ---
BETWEEN:-

(1)  AUTHORISZOR  INC. a company  incorporated  and  registered  in the State of
     Delaware,  USA and whose  registered  office is at Suite 600,  8201 Preston
     Road, Dallas Texas TX 75225, USA ("Company");

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

(3)  those persons whose names and addresses are set out in the schedule to this
     agreement ("Directors").


RECITALS

A.   At the date of this agreement, the Company has authorised 30,000,000 shares
     of common stock par value US0.01 each  ("Shares")  and 2,000,000  shares of
     preferred  stock par value US$0.01 each of which shares of common stock are
     in issue and a further  shares of common  stock are  subject to options and
     warrants issued by the Company.

B.   The  Company  proposes  to issue  ___________  new  Shares  under a placing
     ("Placing")  to be made by  Beeson  Gregory  on behalf  of the  Company  to
     institutional and other investors outside the USA.

C.   The  Company  and Beeson  Gregory  (as  financial  adviser to the  Company)
     believe, and each of the Directors acknowledge that, because of the size of
     their respective  shareholdings and/or their relationship with the Company,
     it is in the best  interests of the Company and of protecting the market in
     the Shares that the  Directors  refrain  from  disposing of Shares owned by
     them or by persons  connected with them for a period  following the date of
     this agreement.

NOW IT IS HEREBY AGREED as follows:-

1.       LOCK-UP

         Each Director undertakes separately with the Company and Beeson Gregory
         that,  except in the case of a Release  Event (as  defined  in clause 2
         below),  it will not,  without  the  prior  written  consent  of Beeson
         Gregory,  transfer or otherwise  dispose of any Shares in which he or a
         person  connected  with  him  is  directly  or  indirectly   interested


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         (including  those Shares the subject of options or warrants in which he
         or a person connected with him is directly or indirectly interested) on
         the date of this agreement or any shares, receipts or securities of the
         Company into which such Shares are  sub-divided  or  converted  (or any
         direct or indirect  interest in such  shares,  receipts or  securities)
         ("Relevant  Securities")  during the period from and including the date
         of this agreement  until the date six months  thereafter  ("Restriction
         Period");  provided  that any Director  shall be entitled to dispose or
         procure the disposal of Shares in which he or a person  connected  with
         him is directly or  indirectly  interested  to the extent  necessary to
         meet any claim made by Beeson  Gregory  against such Director under the
         terms of the placing agreement of even date and relating to the Placing
         entered into between (1) the Company (2) certain of the  Directors  and
         (3) Beeson Gregory.

2.       RELEASE EVENTS

         The  restrictions  contained in clause 1 shall not apply in the case of
         any of the following events (each a "Release Event"):-

2.1      acceptance  of a general offer for the whole of the issued equity share
         capital of the Company  (other than any equity share capital held by or
         committed  to the offeror  and/or  persons  acting in concert  with the
         offeror) which has become unconditional in all respects; or

2.2      execution of an  irrevocable  commitment  to accept a general offer for
         the whole of the issued equity share capital of the Company (other than
         any equity share  capital  held by or  committed to the offeror  and/or
         persons  acting  in  concert  with the  offeror)  which  has been or is
         recommended  by the  board of  directors  of the  Company  or where the
         irrevocable commitment is expressed to be conditional upon such general
         offer being so recommended; or

2.3      an order of a court of competent  jurisdiction  requiring any Shares to
         be sold or transferred or a consent order which has the same effect.

3.       DEFINITIONS

         Reference in clause 1 to:-
3.1      transfer or disposal  shall be deemed to include sale,  offer for sale,
         pledge,  mortgage  or the grant of any option or other right to dispose
         of Shares in which it is directly or indirectly  interested on the date
         of  this  agreement,  or the  announcement  of any  intention  relating
         thereto; and

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3.2      Shares shall  include any  securities  or other  financial  instruments
         which are convertible into or are exchangeable for Shares.

4.       NOTICES

4.1      Any notice to be given  under this  agreement  shall be in writing  and
         shall be served by sending it by hand, facsimile  transmission or first
         class post:-

4.1.1 if to the Company, to its registered office for the time being, marked for
     the attention of The Chief Executive Officer;

4.1.2    if to Beeson  Gregory,  to its  registered  office for the time  being,
         marked for the attention of the Head of Corporate  Finance and Jonathan
         Freeman;

4.1.3    if to a Director,  to the address set out  opposite  his or its name in
         the relevant  schedule (or to such other address as he or it shall have
         last notified to Beeson Gregory in writing).

4.2  Any  notice  referred  to in  clause  4.1  shall  be  deemed  to have  been
     received:-

4.2.1    if delivered by hand, on the day of delivery and in proving  service it
         shall be  necessary  only to  produce a receipt  for the  communication
         signed by or on behalf of the addressee;

4.2.2    if sent by facsimile  transmission,  at the time of transmission or, if
         the time of transmission is not during the addressee's  normal business
         hours,  at 9.30 a.m. on the next business day and in proving service it
         shall be necessary only for the communication or a confirmatory  letter
         to have been  delivered by hand or sent by first class post on the same
         day but failure of the addressee to receive such confirmation shall not
         invalidate  the  relevant   communication  deemed  given  by  facsimile
         transmission;

4.2.3    if sent by first class post,  on the second  business day after the day
         of posting (or five  business days after the day of posting in the case
         of posting to an address  outside the United  Kingdom)  and, in proving
         service,  it  shall be  necessary  only to  prove a  communication  was
         contained  in an  envelope  which  was duly  addressed  and  posted  in
         accordance with this clause.

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5.       RELEVANT LAW

5.1  This  agreement  shall be  governed by and  construed  in  accordance  with
     English Law.

5.2      In relation  to any legal  action or  proceedings  arising out of or in
         connection with this letter ("Legal  Proceedings"),  the parties hereby
         irrevocably submit to the exclusive  jurisdiction of the English Courts
         and waive any  objection  to Legal  Proceedings  in such  Courts on the
         grounds of venue or on the grounds that the Legal Proceedings have been
         brought in an inconvenient  forum.  These  submissions shall not affect
         the right of any other  party to take  Legal  Proceedings  in any other
         jurisdiction,  nor  shall  the  taking  of  Legal  Proceedings  in  any
         jurisdiction  preclude any party from taking Legal  Proceedings  in any
         other jurisdiction.

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

                                    Duly authorised signatory

                                    Duly authorised signatory

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

                                    Director

                                    Director/Secretary

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SIGNED as a DEED and DELIVERED      )
by RAYMOND GEORGE HARDENBERGH       )
SEITZ     in the presence of:-      )



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



SIGNED as a DEED and DELIVERED      )
by THE RIGHT HON.                   )
SIR MALCOLM LESLIE RIFKIND          )
in the presence of:-                )



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



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

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



SIGNED as a DEED and DELIVERED      )
by DON BOX                          )
in the presence of:-                )

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                                    SCHEDULE

                                    DIRECTORS


Name and address                    Number  of  Shares  held or the  subject  of
                                    options  and  warrants  held at the  date of
                                    this agreement


Raymond George Hardenbergh Seitz    200,000


Richard Albert Langevin             500,000


James Leonard Jackson               1,315,233
Of 2  Parklands,
Studley  Roger,
Ripon  HG4 3AY
United Kingdom

David Robert Wray                   1,307,733


The Right Hon Sir Malcolm
  Leslie Rifkind                    200,000
Of 42B Roc Flevri,
1 Rue du Tenao MC 9800,
Monaco

Robert Parkyn Jeffcock


Don Box