THIS AGREEMENT is made on  January 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");

(3)  THOSE PERSONS whose names and  addresses and  shareholdings  in the Company
     are set out in Schedule 7 ("Shareholders"); and

(4)  AUTHORISZOR INC. a public company registered under the laws of the state of
     Delaware  whose  principle  executive  offices are situated at 3201 Preston
     Road, Suite 6000, Dallas Texas, 75225 (the "Guarantor").

RECITALS:

(A)  The Company is a private limited company  incorporated in England and Wales
     on 4 July  1994.  It  has  prior  to the  passing  of  the  Resolutions  an
     authorised share capital of <25,000 divided into:

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

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

o      250,000 non-voting "C" Ordinary Shares of 1 penny each;

(B)  Of the  authorised  share  capital,  all "A"  Ordinary  Shares  and all "B"
     Ordinary  Shares are  issued  and fully paid and held by Garcia  Hanson and
     Brian  Edmondson  respectively.  No non-voting  "C" Ordinary  Shares are in
     issue, but options have been granted to employees of the Company in respect
     of 132,500 non-voting "C" Ordinary Shares.

(C)  Following  Completion  the  Shareholders  and  Authoriszor  have  agreed to
     co-operate  in the  management  of the  Business  through  the  Company  as
     provided in, and in accordance with, this Agreement.

(D)  The Guarantor has agreed to guarantee the obligations of Authoriszor  under
     the terms of this Agreement.

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:

         "Additional  Disclosure  Letter" means a letter and its annexures dated
         and  delivered  in  accordance  with the  provisions  of Clause  6.2 or
         Schedule 10 and addressed from the Shareholders to Authoriszor;

         "the Agreed Form" in relation to any document, that document initialled
         for the purposes of  identification  by or on behalf of the parties
         hereto;

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

         "the Articles of  Association"  the new Articles of  Association of the
         Company to be adopted  pursuant to the  Resolutions  in the Agreed Form
         annexed hereto and marked "A";

         "AL" Authoriszor Limited, Company Number 3302620;

         "AL Loan Variation" the variation of the Initial Loan in the Agreed
         form;

         "Authoriszor's Solicitors" Hammond Suddards of 2 Park Lane, Leeds LS3
         1ES;

         "the Board" the board of directors of the Company from time to time;

         ""B" Ordinary Shares" the "B" ordinary shares of 1 penny each in the
         capital of the Company;

         "Business" means the business of communication consultants and related
         business;

         "Business Plan" the business plan relating to the strategy and business
         of the Company in the Agreed Form;

         "Business  Day" means a day (other than  Saturday  or Sunday)  when the
         clearing banks are open for business in the City of London;

         ""C" Option Shares" means the options over "C" Ordinary Shares pursuant
         to the WRDC Limited No. 1 Share Option Scheme;

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

         "Completion" the completion of this Agreement by the parties in
         accordance with Clause 2;

         "Completion Date" the date of Completion;

         "Control"  or  "Controlled"  shall be  determined  by  reference to the
         provisions  of  Section  416 TA 1988 and a  "Change  of  Control"  when
         applied to any party shall be deemed to have  occurred if any person or
         persons  who  Control  such  party  at the  date of  execution  of this
         Agreement  (or the date such party  becomes  bound by the terms of this
         Agreement (if later)) subsequently cease to Control it or if any person
         or persons subsequently acquire Control of it;

         ""D"  Director"  means the  director  of the Company for the time being
         appointed  or deemed to have been  appointed  pursuant to Clause 4.1 or
         the  Articles  of  Association  by  Authoriszor  as  holder  of the "D"
         Ordinary Shares;

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

         "Disclosure  Letter"  means the  letter  and its  annexures  dated with
         today's  date  delivered  immediately  before  the  execution  of  this
         Agreement and addressed from the Shareholders to Authoriszor;

         "Deed of Covenant" a deed in the agreed form;

         "Deed of Undertaking" a deed in the form set out in Schedule 6;

         "Fundraising"  means the private placing  currently being undertaken by
         the Guarantor through its brokers Beeson Gregory;

         "the General Undertakings" the undertakings set out in Schedule 1;

         "Initial Loan" the initial loan of <100,000 made by AL to the Company
         on 14 December 1999;

         "Issued Share Capital" shall mean the entire issued share capital of
         the Company;

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         "Last  Accounts"  means the audited  balance sheet of the Company as at
         the Last Accounts  Date and the audited  profit and loss account of the
         Company up to the Last Accounts  Date and the auditor's and  directors'
         report and notes thereon;

         "Last Accounts Date" 31 July 1999;

         "Letter  of  Representation"  means  the  letter in the form set out in
         Schedule 11 with such amendments or changes that may be required at the
         time of issue of such  letter  under  the  rules  of  NASDAQ  or US law
         (including federal and state securities laws);

         "the Loan Agreement" the loan agreement to be made between Authoriszor
         and the Company in the Agreed Form;

         "NPBT" the net operating  profit on ordinary  activities of the Company
         before  interest  and  taxation,  calculated  in  accordance  with  the
         accounting  conventions,  policies,  principles,  methods and practices
         adopted or applied by the Company and otherwise in accordance  with the
         generally accepted  accounting  principles of the UK, in respect of the
         last  financial  year ended prior to the Option Period for which "NPBT"
         is  required  to  be  calculated,  based  upon  the  Company's  audited
         financial statement for such financial year;

         "Option" the options exercisable by Authoriszor under the provisions of
         Clause 9;

         "Option  Period"  shall mean the periods  during which  Authoriszor  is
         entitled to exercise an Option in  accordance  with Clause 9,  PROVIDED
         THAT in the event  that the  audited  accounts  for the last  financial
         period ended prior to any specified  Option Period in Clause 9, are not
         furnished  to the  Authoriszor  within  3  months  of the  end of  such
         financial period,  then such specified Option Period shall not commence
         until the day  following  the date on which such  audited  accounts are
         furnished  to  Authoriszor,  and  shall  be  deemed  to end,  2  months
         thereafter.

         "Option Shares" shall have the meaning set out in Clause 9;

         "Price" shall have the meaning set out in Clause 9.3;

         "Relevant  Share Capital" shall mean the entire issued share capital of
         the Company  plus those "C"  Ordinary  Shares that have not been issued
         but over which options have been granted for the time being;

         "the  Resolutions"  the  written  resolutions  of the  Company  to be
         passed at or  before  Completion  in the form set out in Schedule 2;

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         "the Revenue" the turnover of the Company calculated in accordance with
         the accounting conventions, policies, principles, methods and practices
         adopted or applied by the  Company and  otherwise  in  accordance  with
         generally accepted  accounting  principles of the UK, in respect of the
         last  financial  year  ended  prior  to the  Option  Period  for  which
         "Revenue" is required to be calculated based upon the Company's audited
         financial statement for such financial year;

         "Security   Interest"   means  any  mortgage,   charge   assignment  or
         assignation  by  way  of  security,  guarantee,  indemnity,  debenture,
         hypothecation,  pledge, declaration of trust, lien, right of set off or
         combination of accounts, or any security interest whatsoever, howsoever
         created or arising; "the Service Agreements" the new service agreements
         to be entered into between the Company and each of Garcia Hanson, Brian
         Edmondson and Marc Bray in the Agreed Form;

         "Shares" shares in the share capital of the Company;

         "Subscription"  means the  subscription for 840,000 "D" Ordinary Shares
         to be made by Authoriszor  on Completion  pursuant to the terms of this
         Agreement.

         "Shareholders Solicitors" means Shulmans 21 York Place, Leeds, LS1 2EX;

         "Subsidiary" and "Holding  Company" have the meanings  ascribed thereto
         by Section 736 Companies Act 1985;

         "Taxation"  means  all  forms  of  taxation,   charge,   duty,   impost
         withholding,  deduction,  rate, levy and  governmental  charge (whether
         national  or  local)  in the  nature  of  the  tax  (including  without
         limitation,  national insurance and other similar contributions,  stamp
         duty and stamp duty  reserve  tax)  whatsoever  and  whenever  created,
         enacted or imposed, and whether of the United Kingdom or elsewhere, and
         any amount  payable to any taxation  authority or any other person as a
         result of any enactment relating to any taxation authority or any other
         person as a result of any enactment relating to taxation, together with
         all fines, penalties, interest, costs, charges, surcharges and expenses
         connected therewith and "Tax" shall be construed accordingly; and

         "TA 1988" the Income and Corporation Taxes Act 1988.

         "Warranties"  shall mean the  Warranties  set out in  Schedule  4, save
         where the  provisions  of Clause  9.5 apply,  when  Schedule 4 shall be
         deemed to be varied or supplemented as set out in Schedule 10.

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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.       CONDITIONS PRECEDENT, SUBSCRIPTION AND COMPLETION

2.1  Subject to the terms and conditions of this  Agreement,  Authoriszor  shall
     make the Subscription on Completion.

2.2      The  Shareholders  hereby waive all rights of pre-emption (if any) that
         they may have now or at  Completion  over the Shares the subject of the
         Subscription  to which  they may be  entitled  under  the  Articles  of
         Association of the Company or otherwise.

2.3      The  Shareholders  and  Company  agree that any sums due to the Company
         pursuant  to the  Subscription  shall  be  paid by  Authoriszor  to the
         Shareholders'   Solicitors   whose  receipt  shall  constitute  a  full
         discharge of Authoriszor's obligations to make any such payment.

2.4      Completion of the Subscription is conditional upon:

         (a)      completion of the Fundraising; and

         (b)      subject  to the  terms of the  Disclosure  Letter  each of the
                  Warranties   being  true  and   accurate  to  the   reasonable
                  satisfaction of Authoriszor as at Completion.

2.5  Authoriszor  shall  use  all  reasonable  endeavours  to  ensure  that  the
     condition at Clause  2.4(a)  above is  satisfied  by the date  specified in
     Clause 2.8.

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2.6  Authoriszor   shall  promptly  give  notice  to  the  Shareholders  of  the
     satisfaction  of the  condition in Clause  2.4(a) within 2 Business Days of
     becoming aware of such satisfaction.

2.7      if:

         (a)      the condition set out in Clause 2.4(a) has not been satisfied
                  or waived by Authoriszor in writing; and

         (b)      the condition set out in Clause 2.4(b) has not been waived by
                  Authoriszor in writing;

         on or before 30 April 2000 this Agreement shall cease to have effect as
         from such date and no party shall have any further or other  obligation
         to the other  save in  respect  of any  antecedent  breach  and for the
         avoidance of doubt the provisions of Clause 6.3 shall apply.

2.8      Subject  to the  relevant  satisfaction  or waiver (as  referred  to in
         clause 2.7) of the  conditions set out in Clause 2.4 and the provisions
         of  Clause  6,  Completion  shall  take  place  at  the  office  of the
         Authoriszor's  Solicitors  on 30  April  2000 or on such  earlier  date
         (being not more than 5 Business  Days after this  Agreement  shall have
         ceased to be conditional  under Clause 2.4) as Authoriszor  may specify
         in  writing  to the  Shareholders  when each of the  events  set out in
         Clause 2.9 shall occur.

2.9      At Completion:

         (a)      the  Shareholders  shall  procure  that  there  shall  be duly
                  convened  and held a meeting of the board of  Directors of the
                  Company to transact and unanimously resolve upon the business,
                  set out in  Schedule 5 and shall  procure  the  passing of the
                  resolutions set out in Schedule 2;

         (b)      Authoriszor  shall  deliver  or cause to be  delivered  to the
                  Company an  application  for the allotment to  Authoriszor  of
                  840,000  "D"   Ordinary   Shares  duly  signed  on  behalf  of
                  Authoriszor  together with a bankers draft (or such other form
                  of  payment  as the  Company  may  agree)  in  respect  of the
                  Subscription price for the "D" Ordinary Shares of <378,000;

         (c)      the Company  shall allot and issue the "D" Ordinary  Shares to
                  Authoriszor upon payment being received by the Company and the
                  Company shall  register  Authoriszor  as the holder of the "D"
                  Shares,  and shall  prepare and deliver to  Authoriszor  share
                  certificates in respect thereof;

<PAGE>

         (d)      the Company and  Authoriszor  shall execute the Loan Agreement
                  and  Authoriszor  shall pay to the Company the sum of <122,000
                  being  the  amount  of the  first  draw  down  under  the Loan
                  Agreement;

         (e)      the Company and Garcia Hanson, Brian Edmondson and Marc Bray
                  shall execute and exchange the Service Agreements;

         (f)      Ian McNeill shall be appointed the "D" Director  pursuant to
                  the Articles of Association  and on the terms set out in
                  Clause 4;

         (g)      The Company and AL shall enter into the AL Loan Variation; and

         (h)      Authoriszor and the Company shall execute the Deed of
                  Covenant.

2.10     Following  Completion  the Company  shall  procure  that all  necessary
         documents and returns are duly completed and delivered to the Registrar
         of Companies in compliance with the Companies Act 1985.

2.11     In the event that  Authoriszor  confirms in writing that the  condition
         set out in Clause  2.4(a) is  satisfied  and that it intends to confirm
         that  the  condition  set  out in  Clause  2.4(b)  will  be  waived  on
         Completion then if any of the provisions of Clause 2.9 are not complied
         with in all respects as required by the Shareholders and the Company on
         the date of  Completion,  then  Authoriszor  shall be  entitled  in its
         absolute discretion:

         (a)      to rescind this Agreement forthwith by notice in writing to
                  the Shareholders; or

         (b)      to effect Completion so far as is practicable having regard to
                  the  defaults  which have  occurred  without  prejudice to any
                  other   rights   that   Authoriszor   may  have   against  the
                  Shareholders and the Company in respect of such breach; or

         (c)      to specify a new date for Completion (being a Business Day not
                  more than 5 Business Days after the agreed date for Completion
                  pursuant to Clause 2.8 in which event the  provisions  of this
                  Clause  2.11  (except  for this Clause 2.11 (c) shall apply to
                  Completion as so deferred.

2.12     In the event that  Authoriszor  confirms  that the condition set out in
         Clause 2.4(a) is satisfied and that it has waived the condition set out
         in Clause  2.4(b),  then if any of the  provisions  of Clause 2.9 which
         require an action by Authoriszor  are not complied with in all respects
         as on the date of  Completion,  then the  Shareholders  and the Company
         shall be entitled in their absolute unanimous discretion:

<PAGE>

         (a)      to rescind this Agreement forthwith by notice in writing to
                  Authoriszor; or

         (b)      to effect Completion so far as is practicable having regard to
                  the  defaults  which have  occurred  without  prejudice to any
                  other rights they may have against  Authoriszor  in respect of
                  such breach; or

         (c)      to specify a new date for Completion (being a Business Day not
                  more than 5 business days after the agreed date for Completion
                  pursuant to Clause 2.8 in which event the  provisions  of this
                  Clause 2.12  (except for this Clause  2.12(c))  shall apply to
                  Completion as so deferred.

3.       CONTINUING AND FURTHER OBLIGATIONS

3.1  Each of the  undertakings  given by the  parties  hereto  pursuant  to this
     Agreement  shall  continue  in full  force  and  effect  notwith-  standing
     Completion.

3.2      Subject to the provisions of Clause 3.4:

         (a)      the Company undertakes to Authoriszor and the Shareholders in
                  the terms of the General  Undertakings and to comply so
                  far as is lawful with the terms of the General Undertakings;

         (b)      the  Shareholders  undertake to  Authoriszor  and  Authoriszor
                  undertakes  to the  Shareholders  to exercise  any powers that
                  they  may have as  shareholders  and to vote in  person  or by
                  proxy  their  respective  Shares in favour of any  resolutions
                  proposed in general  meetings  necessary to give effect to the
                  General  Undertakings and not to vote their respective  Shares
                  against any resolution proposed in general meeting which would
                  to its knowledge  either directly or indirectly give rise to a
                  breach of the General Undertakings; and

         (c)      the  Shareholders  and Authoriszor  undertake to each other to
                  procure that the Directors appointed by them in their capacity
                  as a director  of the Company  shall do all acts within  their
                  power to procure  compliance  by the Company  with the General
                  Undertakings  PROVIDED  THAT  nothing in this Clause  3.2((c))
                  will impose an obligation to procure that any Director acts or
                  omits to act in a way which would be in excess of or in breach
                  of his duties  (including  his  overriding  duty to act in the
                  best interests of the Company) as a director of the company or
                  which would be unlawful.

3.3  If the  Company  fails to comply  with its  obligations  under  sub  clause
     3.2((a)) to supply  information to Authoriszor or the  Shareholders (as the
     case may be) under  the  General  Undertakings,  and  continues  to fail to
     comply 14 days following a written request from

<PAGE>

     Authoriszor  or the  Shareholders  (as the case may be)  Authoriszor or the
     Shareholders  (as the case may be) shall be  entitled to instruct a firm of
     chartered   accountants  to  prepare  and  submit  to  Authoriszor  or  the
     Shareholders  (as the case may be) and to the  Company  (at the cost of the
     Company) such  information  as should have been supplied to  Authoriszor or
     the  Shareholders  (as the case may be) under the General  Undertakings and
     such  other   financial   information   concerning  the  Company  (and  any
     subsidiaries) as Authoriszor or the Shareholders (as the case may be) shall
     require  and the  Company  shall (and shall  procure  that each  subsidiary
     shall) give such accountants  access to its premises and financial  records
     and all the assistance which such accountants may request for this purpose.

3.4

(a)  the  Company  shall only be  entitled  to act in breach of its  obligations
     pursuant to Clause  3.2((a)) with respect to paragraph 1 of Schedule 1 with
     the written consent of Authoriszor and the Shareholders;

(b)  the Shareholders and Authoriszor  agree that on an annual basis, they shall
     review, update or renew the Business Plan. The Shareholders and Authoriszor
     agree that they will  negotiate  and discuss such matters in good faith and
     that  neither the  Shareholders  nor  Authoriszor  nor the "D" Director may
     unreasonably  withhold their respective  consents to amend,  vary or update
     the Business  Plan. The  Shareholders  agree that it will be reasonable for
     Authoriszor to object to any amendment, variation or update of the Business
     Plan if such amendment,  variation or update would set the projected growth
     in turnover of the Company at less than 50% and the increase net profits at
     less than 5%.  Authoriszor  agrees  that it will be  reasonable  for either
     Shareholder to object to any amendment, variation or update of the Business
     Plan if such amendment  variation or update would set the projected  growth
     in turnover of the Company at more than 50% and the  projected  increase in
     net profits at more than 5%.

3.5  The Company and each of the Shareholders  and Authoriszor  hereby undertake
     to each other:

         (a)      to exercise their respective  powers and votes (including such
                  powers  and votes as may be vested in any  nominee)  to ensure
                  that:

                  (i)      the terms of this Agreement and the Articles of
                           Association are complied with;

                  (ii)     all meetings of the Board and the Company shall be
                           quorate;

                  (iii)    generally to endeavour to promote the Company's
                           business and its interests;

<PAGE>

         (b)      to execute any further documents, take all steps, exercise all
                  voting rights and other powers of control available to them in
                  relation to the Company or otherwise and generally to take any
                  other such action and do all other  things as are  required of
                  them (including  without  limitation  amending the Articles of
                  Association)  at any time to give full force and effect to the
                  provisions of this Agreement.

3.6      Save as herein expressly provided,  in the case of any conflict between
         the terms of this  Agreement  and the  provisions  of the  Articles  of
         Association  of the Company or of any  subsidiary  of the Company,  the
         terms  of this  Agreement  shall  prevail  on all the  parties  to this
         Agreement. Authoriszor and each Shareholder agree that they will, if so
         requested  by the  others  procure  to the  extent of their  respective
         rights to vote as a shareholder of the Company any necessary  amendment
         to the Articles of  Association  or the articles of  association of any
         subsidiary  of the  Company  (as the case may be) so as to remove  such
         conflict.

3.7      The Shareholders and Authoriszor agree that:

(a)  whilst he remains an employee and/or director of the Company, Garcia Hanson
     will be entitled to perform the duties of Managing  Director of the Company
     and have full responsibility for all operational matters;

(b)  they will use reasonable  endeavours to procure that agreements are entered
     into between the Company and AL to deal with:

                  (i)      AL providing technology, products and technical
                           support to the Company, and

                  (ii)     the Company providing implementation support and
                           other services to the Authoriszor Inc and its
                           subsidiaries,

                  in each case on agreed commercial terms.

3.8      Authoriszor  hereby  agrees  that the terms of this  Agreement  are not
         intended  to restrict  the  management  of the Company in the  ordinary
         course  and  Authoriszor  acknowledges  that the  intention  is for the
         Company  to  continue  to operate as an  independent  company  wherever
         possible.

4.       THE BOARD OF DIRECTORS

4.1      Subject  to clause  4.2  Authoriszor  shall have the right to appoint a
         maximum of one director of the Company (the "D"  Director)  and of such
         of its  subsidiaries  as it may specify from time to time and to remove
         from office any such person so appointed and to appoint  another in his


<PAGE>

         place. Any such  appointment or removal shall be in writing,  served on
         the Company and signed by Authoriszor.  The first "D" Director shall be
         Ian McNeill.

4.2      When  Authoriszor  wishes to appoint a replacement for Ian McNeill,  it
         shall  supply  the  Shareholders  with the name (and any other  details
         which the Shareholders may reasonably  request) of the proposed new "D"
         Director (the "Proposed Director").  The Shareholders shall be entitled
         to reject up to three Proposed Directors on the first appointment after
         Ian McNeill  and  following  that be  entitled  to reject one  Proposed
         Director on each  occasion of a new  appointment  of a new "D" Director
         Authoriszor shall not be entitled to put forward as a Proposed Director
         any person who has been previously  rejected by the Shareholders unless
         the  Shareholders  otherwise agree. The performance of the "D" Director
         shall be reviewed at annual  intervals  (the first review to take place
         on the  first  anniversary  of  the  date  of  this  Agreement)  by the
         Shareholders and if the Shareholders are not reasonably  satisfied with
         the  performance of the "D" Director,  then the  Shareholders  shall be
         entitled  to  remove  the  "D"   Director   (without   the  consent  of
         Authoriszor)  and Authoriszor  undertakes to procure the removal of the
         "D"  Director in which event  Authoriszor  shall be entitled to appoint
         another in his place in accordance  with the  provisions of this Clause
         4.

4.3      The Company  shall not remove or purport to remove any "D"  Director of
         the Company without the prior written consent of Authoriszor (except in
         accordance with the provisions of Clause 4.2).

4.4      The "D" Director shall be entitled to report back to  Authoriszor  such
         information  as  may  be  necessary  for  Authoriszor  to  monitor  its
         investment  in the Company.  The "D"  Director  shall be entitled to be
         paid a reasonable  directors  fee as set out in the  Business  Plan and
         reasonable expenses by the Company commensurate with the time spent and
         services provided by him.

5.       UNDERTAKINGS

5.1      In further consideration of the agreement of Authoriszor, the Guarantor
         and the Company to enter into this  Agreement and the Deeds of Covenant
         (as  appropriate),  each of Garcia  Hanson and Brian  Edmondson  hereby
         undertakes to Authoriszor,  the Guarantor and the Company that he shall
         not at any time  during the period up to the date on which he ceases to
         be  beneficially  interested  in any Shares of the Company or two years
         following  the date on which he ceases to be an employee of the Company
         (whichever is earlier),  do or permit any of the following  without the
         prior written consent of Authoriszor:

         (a)      either solely or jointly or on behalf of any person  directly
                  or  indirectly  carry on or be engaged or interested in any
                  business competing with the business of the Company;

<PAGE>

         (b)      solicit  the  custom of any  person  who is or has been at any
                  time  during  the period  set out  above,  a  customer  of the
                  Company for the purpose of offering to such customer  goods or
                  services similar to or competing with those of the Company;

         (c)      solicit or entice away or endeavour to solicit or entice away
                  any Director or employee of the Company;

         (d)      cause or permit any person directly or indirectly under its
                  control to do any of the foregoing acts or things; or

         (e)      at any time (not  withstanding  the time  limitations  set out
                  above)  divulge  to any third  party  whatsoever  (save to the
                  extent required by law or any regulatory  requirement) or use,
                  take away, conceal, destroy or retain for his own or another's
                  advantage or to the  detriment of the Company any of the trade
                  secrets,  accounts,  financial or trading information or other
                  confidential  information  which he may  receive  or obtain in
                  relation to the businesses,  finances,  dealings or affairs of
                  the Company including any information  regarding the products,
                  processes or the customers, suppliers or agents of the Company
                  and  including  any  papers  or  records  howsoever   recorded
                  (whether in writing or print or by  photographic,  electrical,
                  magnetic, symbolic or other means).

5.2      The  undertakings  in  Clause  5.1 (a) to (d) shall not apply if Garcia
         Hanson  or  Brian  Edmondson  (as the  case  may be) is  removed  as an
         employee  without  good cause.  For the purposes of this Clause 5.2 the
         term "good cause" shall mean either (a)  voluntary  termination  by the
         employee in  circumstances  other than which the employee  successfully
         claims constructive  dismissal or (b) lawful termination by the Company
         of the relevant Service Agreement by reason of a breach of the relevant
         Service Agreement on the part of the employee;

5.3      In further  consideration of the agreement of the Company,  Authoriszor
         and the Shareholders to enter into this Agreement,  Authoriszor and the
         Guarantor  hereby jointly and severally  undertake with the Company and
         separately with each of the Shareholders  that it shall not at any time
         whilst it is beneficially interested in any shares of the Company do or
         permit any of the following  without the prior  written  consent of the
         Shareholders;

(a)  (and it shall procure that no member of its group shall)  solicit or entice
     away or endeavour to solicit or entice away any director or employee of the
     Company involved in management or technical matters or sales; or

(b)  at any time (not  withstanding  the time limitations set out above) (and it
     shall procure that no member of its group shall) divulge to any third party
     whatsoever   (save  to  the  extent  required  by  law  or  any  regulatory
     requirement) or use, take away,  conceal,

<PAGE>

     destroy or retain for his own or another's advantage or to the detriment of
     the  Company  any of the trade  secrets,  accounts,  financial  or  trading
     information  or other  confidential  information  which it may  receive  or
     obtain in relation to the businesses,  finances, dealings or affairs of the
     Company including any information regarding the products,  processes or the
     customers,  suppliers or agents of the Company and  including any papers or
     records howsoever recorded (whether in writing or print or by photographic,
     electrical,  magnetic,  symbolic or other means) or to use such information
     to solicit  the custom of any person who is or has been at any time  during
     the term of this  Agreement  a customer  of the  Company for the purpose of
     offering to such customer  goods or services  similar to or competing  with
     those of the Company.

5.4      Nothing  contained  in  Clauses  5.1(a) to (e)  (inclusive)  or Clauses
         5.3(a)  and (b)  (inclusive)  shall  prevent  Garcia  Hanson  or  Brian
         Edmondson  or  Authoriszor  (or any member of its group) from being the
         holder or beneficial owner of any class of securities in any company if
         such class of securities is listed on a recognised stock exchange,  and
         he  (together  with his  spouse  and any  issue)  neither  holds nor is
         beneficially  interested  in  more  than a total  of 3 per  cent of any
         single class of the securities in that company.

5.5      Each of the  undertakings  contained  in each of Clauses  5.1(a) to (e)
         (inclusive)  and  Clause  5.3(a)  and (b) shall be,  and is, a separate
         undertaking by each of Brian  Edmondson,  Garcia Hanson and Authoriszor
         and  shall  be   enforceable   by  the  Company,   Authoriszor  or  the
         Shareholders  (as the case may be) separately and  independently of the
         right of the Company or Authoriszor (as the case may be) to enforce any
         one or more of the  other  covenants  contained  in Clause 5 and in the
         event that any of such undertakings shall be found to be void but would
         be valid if some part thereof were deleted then such undertaking  shall
         apply  with  such  deletion  as may be  necessary  to make it valid and
         effective.

6.       WARRANTIES

6.1      Subject to matters disclosed in the Disclosure Letter, the Shareholders
         warrant to  Authoriszor  in the terms set out in Schedule 4 at the date
         of this Agreement and  acknowledge  that  Authoriszor  has entered into
         this Agreement in reliance on the  Warranties  contained in Schedule 4.
         The provisions of Schedule 9 shall apply to the Warranties.

6.2      Subject to matters disclosed in the Disclosure Letter or any Additional
         Disclosure   Letter  (which  shall,   if  deemed   appropriate  by  the
         Shareholders,  inter alia,  set out those  Warranties  which  cannot be
         given at Completion by the  Shareholders  due to there being a material
         breach of such  Warranties)  the  Warranties in the terms of Schedule 4
         shall be repeated by the Shareholders to Authoriszor at Completion save
         that  reference  in  Schedule  4 to the  Disclosure  Letter  shall be a
         reference  to  both  the  Disclosure  Letter  and any  such  Additional
         Disclosure Letter. Without prejudice to the generality of the foregoing
         the  Shareholders  may

<PAGE>

     in the Additional  Disclosure  Letter update or amend matters  contained in
     the  Disclosure  Letter.  The  provisions  of Schedule 9 shall apply to the
     Warranties to be given at Completion.

6.3      The Shareholders  shall procure that any matters arising or notified to
         them or the  Company  after  the date of this  Agreement  but  prior to
         Completion  which may reasonably  constitute a breach of the Warranties
         are  notified  to  Authoriszor,  by  way  of  issue  of  an  Additional
         Disclosure Letter. If on Completion the Shareholders are unable to give
         the Warranties in the same terms as the Warranties given on the date of
         this Agreement,  subject to the same disclosures made in the Disclosure
         Letter, only, Authoriszor shall be entitled to terminate this Agreement
         forthwith  by notice  in  writing  to the  Shareholders  PROVIDED  THAT
         Authoriszor   shall  not  be  entitled   to  claim   damages  or  other
         compensation  from  the  Shareholders  (whether  in  contract  tort  or
         otherwise)  in relation to the  rescission  of this  Agreement  for any
         reason or in relation to any matter  against which  disclosure has been
         made in the  Additional  Disclosure  Letter or where  the  Shareholders
         indicate  that a  Warranty  can no  longer  be given in the  Additional
         Disclosure Letter.

6.4      The Shareholders hereby undertake to Authoriszor that they will not and
         will procure that the Company will not intentionally take any action or
         knowingly ornit to do any act which is reasonably likely to result in a
         breach of the  Warranties  at  Completion  insofar as such  matters are
         within the knowledge and control of the Shareholders.

6.5      Where  any   Warranty  is  qualified  by  the  words  "so  far  as  the
         Shareholders  are actually aware" then this shall be a reference to the
         actual knowledge of the Shareholders at the time of giving the Warranty
         without  imputing the knowledge of any other person to the Shareholders
         and the  Shareholders  shall not be  deemed to have made any  enquiries
         whatsoever or taken any steps to ensure accuracy (without  prejudice to
         any enquiries actually made or steps actually taken).

6.6      Where  any   Warranty  is  qualified  by  the  words  "so  far  as  the
         Shareholders  are  aware",  then  this  shall  be a  reference  to  the
         knowledge  the  Shareholders,  having  been deemed to have made due and
         careful  enquiry  into  the  subject  matter  of such  Warranty  of the
         officers, legal advisors and auditors of the Company

7.       BREACH BY SHAREHOLDERS

7.1      A breach by Shareholders shall be deemed to have occurred:

         (a)      in the event that any  Shareholder  shall  exercise  any right
                  that he may have as a  shareholder  or director of the Company
                  in a manner that would  result in a breach by the  Shareholder
                  of the provision of Schedule 1; or

<PAGE>

         (b)      if any  Shareholder  shall  knowingly  commit any  substantial
                  breach of this Agreement and fail to remedy such breach within
                  30 days of the service of a notice from Authoriszor requesting
                  the  same  to  be  remedied  (such  notice  to  give  adequate
                  particulars  of the  alleged  breach)  or if the breach is one
                  which requires more than 30 days to remedy, has not commenced.
                  the  remedying  thereof  within  30 days  and  thereafter  not
                  diligently made efforts to complete such rectification.

7.2      In  the  event  of the  occurrence  of a  breach  by a  Shareholder  in
         accordance  with  Clause  7.1  then  (without  prejudice  to any of the
         remedies  that  Authoriszor  may have under law,  or equity or pursuant
         hereto):  (a) then in relation  only to that  Shareholder,  Authoriszor
         shall be entitled to exercise its Option in accordance with

                  Clause 9.1 within 28 days of such breach,  whether or not this
                  exercise  falls with the Option Periods set out in Clause 9.3;
                  and

         (b)      prior to any such  exercise of its Option,  Authoriszor  shall
                  notify  each of the other  Shareholders  of its  intention  to
                  exercise  the  Option  under  this  Clause 7 and the  relevant
                  financial  year for which the Price shall be calculated  shall
                  be  the  last  complete  financial  year  ended  prior  to the
                  exercise of the Option; and

         (c)      in all other  material  respects,  the  provisions of Clause 9
                  shall  apply in full to the  exercise  of Options  pursuant to
                  this  Clause 7, and in so far as clause 9.15 is  concerned  if
                  the  exercise of the Option under this Clause 7 would have the
                  effect of giving  Authoriszor  a 50%  interest  or more in the
                  Relevant Share  Capital,  then the  Shareholder  who is not in
                  breach  of  this  Agreement   shall  be  entitled  to  require
                  Authoriszor to purchase his shares ("the Relevant  Shares") at
                  the same time as acquiring the defaulting Shareholder's shares
                  and on the same terms and  conditions as those applying to the
                  defaulting Shareholder; and

         (d)      if the  Shareholder  who is not in  breach  of this  Agreement
                  serves notice on Authoriszor within 28 days of exercise of the
                  Option referred to in clause 7.2(a)  Authoriszor  shall become
                  bound to  complete  the  purchase  of the  Relevant  Shares in
                  accordance  with the relevant  provisions  of Clause 9 adapted
                  accordingly.

7.3  In the event that  Authoriszor  is entitled to and  exercises its Option in
     accordance  with Clause 7.2 above,  prior to I November  2001, it is hereby
     agreed that the Price per Option Share shall be calculated as:

         1.25 x Revenue
         ----------------------
         Relevant Share Capital

<PAGE>

         based on the Revenue as evidenced in the most recent  audited  accounts
         for a full financial year of the Company as are available at that time.

7.4      In the event of an Event of Default by  Authoriszor or the Guarantor in
         accordance with the provisions of Clause 12 then (without  prejudice to
         any of the  remedies  the  Shareholders  mayhave  under law,  equity or
         pursuant hereto) the  Shareholders  shall have an option to acquire all
         the  Shares  held by  Authoriszor  on like  terms to  those  set out in
         Clauses 7.2 and 7.3 above in favour of  Authoriszor,  and Clauses.  7.2
         and 7.3 and the  Price  per  Option  Share  shall  be  interpreted  and
         construed accordingly.

8.       STAFF

8.1      The Company shall recruit and employ such staff as the Board shall from
         time to time consider  necessary for the proper conduct of the Business
         in accordance with the Business Plan.

9.       OPTION ARRANGEMENTS

9.1      Subject to clauses 9.14 9.15 and 12  Authoriszor  shall have the Option
         to  require  the  Shareholders  to sell  any or all of the  Shares  not
         already owned by Authoriszor and owned by them ("Option Shares") at the
         Price (as hereinafter  provided) per Option Share,  and on the exercise
         of any such Option,  the Shareholders shall be bound to sell, with full
         title guarantee (free from any liens, charges or encumbrances), and the
         Authoriszor  shall be bound to complete  the  purchase of the  relevant
         Option Shares on payment of the Price in  accordance  with the terms of
         this Agreement.

9.2      Subject to clauses  9.14 9.15 and 12 an Option can only be exercised by
         notice in writing by Authoriszor in the form similar to that set out in
         Schedule 8 served on the Shareholders  during an Option Period, and all
         Options  will  lapse  and cease to have any  further  effect as set out
         below.  An Option  Notice once served may not be withdrawn  without the
         written  consent  of the  Company  and  the  Shareholders,  save  where
         Authoriszor determines that it does not wish to proceed to complete the
         exercise  of  the  relevant  Options  by  reason  of  the  contents  of
         anyAdditional   Disclosure   Letter  served  on   Authoriszor   by  the
         Shareholders after Completion.

9.3  Subject to Clause 9.4 below, the Price per Option Share shall be calculated
     as follows:

<PAGE>

<TABLE>
<CAPTION>
<S>                             <C>                               <C>

Financial Year                  Option Period*                    Price (per Option Share)

(1) Period to 31 July           None                              (a) None
     2000

(2) period to 31 July           1/11/2001 to 31/12/2001           1.25 x Revenue
    2001                                                          --------------
                                                                  Relevant Share Capital

(3) period to 31 July           1/11/2002 to 31/12/2002           (0.75 x Revenue) + (2.5 x NPBT
    2002                                                          ------------------------------
                                                                  Relevant Share Capital

(4) period to 31 July           1/11/2003 to 31/12/2003           (0.5 x Revenue) + (5 x NPBT
    2003                                                          ---------------------------
                                                                  Relevant Share Capital

(5) period to 31 July           1/11/2004 to 31/12/2004           10 x NPBT
    2004                                                          -----------------------
                                                                  Relevant Share Capital

(6) period to 31 July           None - Option lapses              None
     2005

</TABLE>


* See definition of Option Periodfor the possible extension of these periods and
Clause 7 in respect of the exercise of Options on breach.

9.4      If Completion takes place after 29 February 2000, the Price (per Option
         Share),  in  relation  to the Option  Period of I  November  2001 to 31
         December 2001 (including any possible  extension of that period) as set
         out in the table at Clause 9.3 only, it shall be calculated as follows:

                  1.25 x Revenue
                  ----------------------
                  Relevant Share Capital

                  plus

                  1.25 x Revenue x N
                  ---------------------------
                  Relevant Share Capital x 80

                  Where  "N" is the  number  of  full  calendar  weeks,  or part
                  thereof,  that elapse  between29  February 2000 and the actual
                  date of Completion.

<PAGE>

9.5      The  completion  of the  exercise of an Option  shall take place at the
         offices of  Authoriszor's  Solicitors  within 10 business days of final
         determination  of the Price in accordance with Clauses 9.6 to 9.9 below
         when the events set out below shall occur:

(a)  the  Shareholders  holding  Option Shares shall  deliver to  Authoriszor's'
     Solicitors  certificates in respect of the Option Shares and duly completed
     and executed transfers of the Option Shares in favour of the Authoriszor or
     as it directs and Letters of Representation executed by each of them;

(b)  Authoriszor shall pay or procure the payment of the Price multiplied by the
     number of Option shares in accordance with Clause 10 below; and

(c)  if the  exercise  of an Option has the effect of giving  Authoriszor  a 50%
     interest or more in the Relevant Share Capital,  then the  Shareholders the
     subject of the Option  shall  (subject to the  provisions  of Schedule  10)
     warrant to  Authorizsor  in the terms set out in Schedule 4, as at the date
     of  completion  of such  Option,  and  acknowledge  that  Authorizsor  will
     exercise such Option in reliance on the Warranties.

9.6      The Company and Shareholders shall procure,  that within 30 days of the
         date of the service of the Option  Notice the Company  will prepare and
         deliver  to  Authoriszor  a  draft  statement  setting  out  the  Price
         calculated  by reference  to the Option  Period in respect of which the
         Option Notice has been given and detailed  working  papers  showing how
         the Price has been calculated by the Company's accountants for the tune
         being to ensure that the Price has been  calculated in accordance  with
         the terms of this Agreement.

9.7      Within 30 days of  receipt by  Authoriszor  of the draft  statement  of
         Price,  Authoriszor  will inform the Shareholders in writing whether or
         not it agrees or disagrees  with such  statement  and, if it disagrees,
         shall  specify  in  writing  the  matters  on  which he  disagrees.  If
         Authoriszor  confirms in writing that it accepts the draft statement of
         Price,  or if it fails to  inform  the  Shareholders  within 30 days of
         receipt  whether or not it accepts  that the draft  statement of Price,
         such draft statement shall be deemed to show the correct Price.

9.8      If Authoriszor informs the Shareholder,  in accordance with Clause 9.7,
         that it does not agree the draft  Statement of Price,  Authoriszor  and
         the  Shareholders  will hold  discussions  in good faith with a view to
         agreeing the statement of Price.  If such agreement is reached,  and is
         confirmed in writing by the  parties,  it shall be final and binding on
         the parties.

9.9  The Company and Authoriszor and the  Shareholders  shall severally  procure
     that  all  records,  working  papers,  and  other  information  as  may  be
     reasonably  required  for the  purposes of this  Clause 9 by the  Company's
     accountants  (or the  independent  accountant  referred  to in Clause 9. 10
     below)  for the time being  shall be made  available  on request  and shall
     generally render

<PAGE>

     all reasonable assistance necessary for the preparation of the statement of
     Price and the resolution of any dispute in relation to the same.

9.10     Any dispute  about the Price  which  remains  unresolved  45 days after
         receipt by  Authoriszor of the draft  statement of Price shall,  at the
         request of either Authoriszor or the Shareholder, be referred to a firm
         of chartered  accountants  nominated  jointly by the  Shareholders  and
         Authorizsor or, failing such  nomination,  within 14 days after request
         by either of them, by the President for the time being of the Institute
         of Chartered  Accountants  in England and Wales.Such  independent  firm
         shall act as experts and not as arbitrators and its decisions shall (in
         the absence of manifest error) be final and binding on the parties.  In
         relation to this Clause 9. 10 the fees of such  independent  firm shall
         be payable by the  Shareholders  and Authorizsor in such proportions as
         such firm determines or (failing such determination) in equal shares.

9.11     The  Shareholders  undertake to Authoriszor that until the lapse of all
         possible  Options,  in order to  preserve  the  rights  of  Authoriszor
         hereunder,  there does not  currently  exist,  nor will they  create or
         permit to subsist any Security Interest over their respective Shares.

9.12     Notwithstanding   and  without  prejudice  to  the  provisions  of  the
         remainder of this Agreement,  the parties acknowledge that because they
         wish to have  flexibility  to manage and  develop  the  Business in the
         future  it is not  practical  in  defining  Revenue  and  NPBT to cater
         adequately for each event that may occur which would or might adversely
         affect the Revenue or NPBT and  therefore  the Price  payable  upon the
         exercise of the  Option.  Accordingly,  the parties  have set out below
         certain  overriding   principles  in  relation  to  the  promotion  and
         development  of the Business that the parties shall take account solely
         for  the  purposes  of the  calculation  of  Revenue  or  NPBT  and any
         appropriate  adjustments  thereto  resulting from any failure by either
         party to observe the following overriding principles:

(a)  the Business shall not be affected by any transaction or arrangement to the
     extent not a bona fide commercial transaction or arrangement on arms length
     terms;

(b)  neither party shall do anything  with the intention of adversely  affecting
     the value of Revenue or NPBT at any relevant time; and

(c)  it is the intention of the Authoriszor and the  Shareholders to promote and
     develop the Business

9.13 The parties shall exercise all voting and other rights available to them to
     ensure the  implementation  of the preceding  provisions of this Clause and
     that any provisions contained in the Articles of Association of the Company
     restricting  transfers of shares (including without limit the provisions of
     article 8) shall be waived or suspended  to allow such sales and

<PAGE>

     purchases to proceed as provided  above and the parties  shall  procure the
     registration of any transfer of any shares in the Company  pursuant to this
     Agreement accordingly.

9.14     If Authoriszor wishes to exercise an Option then it shall be obliged to
         exercise its Option for an equal  number of "A" Ordinary  Shares as "B"
         Ordinary Shares and vice versa and Authoriszor  shall treat such shares
         the same in relation to the split of the price  between cash and shares
         as provided in clause 10.2 below

9.15     If the exercise of an Option will have the effect of giving Authorizsor
         a 50% interest or more in the Issued Share Capital,  then it shall be a
         condition   precedent  of   Authon'szor   exercising  its  Option  that
         Authoriszor  shall  exercise  the Option in  relation to all the issued
         shares in the capital of the Company not then held by Authoriszor  (and
         not part only) and in addition  acquire  from all  persons  holding 'C'
         Share Option  and/or 'C'  Ordinary  Shares the entire  unexercised  'C'
         Share Options and 'C' Ordinary Shares that are in issue on the terms of
         the Deed of Covenant

10.      PRICE

10.1     On  Completion of an Option,  Authoriszor  shall procure the payment of
         the Price  multiplied  by the number of Option  Shares to the  relevant
         Shareholders who are selling Option Shares.  The price shall be payable
         in  pounds  sterling  or  such  other  currency  then  adopted  by  the
         government of England.

10.2     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 such  numbers  of fully  paid  shares  of  common  stock  (excluding
         fractions  but  rounded up to the  nearest  share) in  Authoriszor  Inc
         ("Consideration  Shares")  , its  parent  company as shall have a value
         (ascertained  by reference to Clause  10.2(a))  nearest to but not less
         than that sum to the  relevant  Shareholders  as part  satisfaction  of
         consideration  payable  to such  relevant  Shareholders  subject to the
         provisions of this Clause 10. All payments of Price made by Authoriszor
         in  cash  shall  be  paid  to the  Shareholders  by way of  telegraphic
         transfer or bankers draft. In addition:

(a)  for the  purposes  of Clause  10.2 the  value of each of the  Consideration
     Shares  shall be the average of the daily  closing  prices for the five (5)
     consecutive  days ending five (5) trading days before the date on which the
     relevant Option is due to be completed in accordance with the provisions of
     Clause 9.5 (as adjusted for any split, combination or reclassification that
     took effect  during such five (5) trading day period so as to not prejudice
     the position of the Shareholders).  The closing price for each day shall be
     the last  reported sale price or, in case no such reported sale takes place
     on such day,  the  average of the last  closing  bid and asked  prices,  in
     either  case on the  principal  national

<PAGE>

     securities exchange or NASDAQ on which the Consideration  Shares are listed
     or admitted to trading, or if not listed or admitted to trading.

(b)  the  consideration  shares to be issued  pursuant to Clause 10.2 shall rank
     pari  passu in all  respects  with the  common  stock of  Authoriszor  Inc.
     already in issue and listed at the relevant  time and so far as regards any
     dividend  on such stock  declared  or paid by  reference  to a record  date
     falling  on or after the date of their  registration  'in the  register  of
     members of  Authoriszor  Inc shall rank as if they had been  issued  (fully
     paid) on and from the  commencement  of the period in respect of which such
     dividend is declared or paid;

(c)  it  shall  be a  condition  of the  satisfaction  of part of the  Price  by
     Consideration  Shares  that the  Consideration  Shares  shall be  listed on
     NASDAQ or listed on such other  recognised  and publicly  quoted  market in
     North America or Europe of equivalent or better standing; and

(d)  the conversion  between United States Dollars to the pounds sterling or the
     currency  then adopted by the  government of England shall be calculated by
     reference to the average exchange rate for such currencies specified in the
     Financial  Times of England on the last business day  immediately  prior to
     the date on which the relevant Option is exercised.

11.      DIVIDEND AND DISTRIBUTION POLICY

11.1     The Shareholders  shall procure that the Company's profit available for
         distribution  in respect of each financial year during the term of this
         Agreement shall be distributed by the Company to the  Shareholders  and
         Authoriszor by way of dividend in accordance with the Business Plan.

12.      EVENT OF DEFAULT

12.1     Notwithstanding  any other provisions of this Agreement,  the rights of
         Authoriszor  under  Clause 9 shall  irrevocably  lapse  if  Authoriszor
         and/or the  Guarantor  becomes  subject of an Event of Default and this
         provision  shall be in addition to and without  prejudice  to any other
         rights and remedies which the Company and/or the Shareholders may have

12.2     For the purposes of this Clause Event of Default means;

(a)  a material  breach the terms of this  Agreement or of the Loan Agreement or
     the Deed of Covenant or the AL Loan Variation which Authoriszor  and/or the
     Guarantor and/or AL fas to remedy within 30 days of the service of a notice
     from the  Shareholders  requesting  the same to be remedied (such notice to
     give adequate

<PAGE>

     particulars of the alleged breach) and without  prejudice to the generality
     of the foregoing a failure on the part of Authoriszor  and/or the Guarantor
     to honour any sum requested to be drawn down and required to be advanced to
     the Company under the terms of the Loan  Agreement  shall be deemed to be a
     material breach of the terms of the Loan Agreement;

(b)  the cessation of the whole or a substantial  part of  Authoriszor's  and/or
     the  Guarantor  business  or an  act  whether  of  Authoriszor  and/or  the
     Guarantor or another  person which by itself results in a formal step being
     taken for the receivership  administration liquidation dissolution or other
     insolvency proceedings of or in respect of Authoriszor and/or the Guarantor
     or their assets;

(c)  if either Authoriszor or the Guarantor files or is served with any petition
     for relief  under the US  Bankruptcy  Code or any similar  federal or state
     statute and such is not  dismissed or stayed  within 60 days of such filing
     or service;

(d)  Authoriszor (or the relevant  transferee  under Clause 12.2 (d)) ceasing to
     be a member of the same group as the Guarantor;.

(e)  The  transfer  by  Authoriszor  or any  member  of the  same  group  as the
     Guarantor of any "D" Ordinary Shares to any entity outside the group of the
     Guarantor.

13. GUARANTOR

13.1     In consideration of the Shareholders and the Company entering into this
         Agreement at the request of the Guarantor and in  consideration  of the
         payment of f I to the  Guarantor  by each of the  Shareholders  and the
         Company (the receipt of which is hereby acknowledged by the Guarantor),
         the Guarantor covenants with the Shareholders and the Company;

         (a)      to procure and guarantee the performance of Authoriszor of all
                  obligations under this Agreement which are expressed to relate
                  to  Authoriszor  and of all  obligations  under any  agreement
                  ("Ancillary  Agreement") entered into by Authoriszor  pursuant
                  to this Agreement (which shall include without  limitation the
                  Loan Agreement); and

         (b)      to  guarantee  to the  Shareholders  and the  Company  the due
                  payment by  Authoriszor  of any  monies  due the  Shareholders
                  and/or the Company under the terms of this  Agreement or under
                  any  Ancillary  Agreement  and  this  shall  be  a  continuing
                  guarantee until all monies due are paid.

13.2 The liability of the  Guarantor  shall not be discharged or impaired by any
     amendment to or variation of this Agreement,  any release of or granting of
     time or other indulgence

<PAGE>

     to Authoriszor or any third party or any act, event or ornission  which but
     for this Clause would  operate to impair or discharge the liability of such
     party under this Clause.

14.      ASSIGNMENT

14.1     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 14.

14.2     Except as  provided in Clause  12.2 (d),  when the Options  shall lapse
         each of the Shareholders and Authoriszor may assign the benefit of this
         Agreement to any person to whom they transfer any 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  3 and  subject  to  executing  such deed of  adherence,  such
         assignee  shall be  entitled,  and shall be  assumed  to have,  all the
         benefits  and  obligations  of this  Agreement  which  would  have been
         conferred it if it had been a Shareholder or  Authoriszor  (as the case
         may  be) at the  date  hereof  and  thereafter  all  references  to the
         Shareholders in this Agreement shall be read and construed as including
         such person as if it had been an original party hereto.

14.3     All  deeds of  adherence  executed  pursuant  to Clause  14.2  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.

14.4     If any Shareholder or Authoriszor ceases to hold Shares or ceases to be
         the  beneficial  owner of shares in the  Company,  then  subject to the
         provisions  of Clause 14.2,  it shall cease to have the benefit of this
         Agreement and shall have no liability or  obligations  hereunder  other
         than any liability  accrued at the date he ceases to hold any Shares or
         ceases  to be the  beneficial  owner of any  Shares  or in  respect  of
         obligations  hereunder  expressed  to survive any  termination  of this
         Agreement including, but not limited to, those under Clause 5 hereof.

14.5     The Company and the  Shareholders  and  Authoriszor  undertake  to each
         other that they will procure to the extent of their  respective  rights
         (whether as  directors  or  shareholders  of the Company or  otherwise)
         that:

(a)  no person is  registered  as holder of any shares in the  Company  (whether
     upon transfer or  transmission  or by issue) except in accordance  with the
     Articles of Association and this Agreement; and

(b)  no  person  shall  be so  registered  unless  he  enters  into a deed of ad
     substantially the form set out in Schedule 3.

<PAGE>

15.      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  Agreement
         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.  Any notice sent to the
         "D" Director must also be copied to Authoriszor at the same time.

16.      GENERAL

16.1     Failure by any party hereto at any time or times to require performance
         of any provision of this Agreement 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 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.

16.2     This  Agreement  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  Agreement 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 15.

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

16.4     Except where the context otherwise  requires,  each of the restrictions
         contained in this Agreement  shall be construed as independent of every
         other restriction and of every other provision of this Agreement 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

<PAGE>

     unenforceable,   then  such  determination   shall  not  affect  any  other
     restriction  or provision  of this  Agreement  or the  application  of such
     restriction to any other person or circumstance.

16.5     Nothing  contained in this  Agreement  and no action taken by any party
         pursuant to this  Agreement  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.

16.6     This Agreement  (together with the documents  executed  pursuant to it)
         constitutes the entire agreement between the parties and supersedes and
         revokes  any  previous   shareholder   agreement  between  any  of  the
         Shareholders in relation to the Company.

16.7     Each  Shareholders  will at their own  expense  execute and do all such
         assurances,  acts and things as Authoniszor  may require for perfecting
         the title of Authoriszor (or its nominee) to the Option Shares owned by
         the particular Shareholder following the exercise of an Option.

16.8     The  Shareholders  hereby  irrevocably  by  way  of  security  for  the
         performance of its obligation under Clause 9 of this Agreement  (within
         the meaning of Section 4 of the Powers of Attorney  Act 197 1) 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 and deliver, all documents deeds and instruments,  which may be
         required (or which the attorney  reasonably  considers  necessary)  for
         carrying out any obligation  imposed on the Shareholders to execute any
         such  documents,  deeds or  instruments  pursuant  to  Clause 9 of this
         Agreement.

16.9 The Shareholders will ratify and confirm all transactions  entered into and
     all things done by the attorney in the  exercise or  purported  exercise of
     their powers.

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


<PAGE>
                                   SCHEDULE 1

                              General Undertakings

I .      The Company will:

1.1  comply with the  restrictions  imposed  upon the Company by the Articles of
     Association;

1.2  develop the business of the Company in accordance with and within the scope
     of the Business Plan (as reviewed by the Board from time to time);

1.3  convene at least one Board Meeting per quarter (unless  otherwise agreed by
     the Shareholders and Authoriszor);

1.4  furnish the Shareholders and Authoriszor with:

(a)  monthly  management  accounts  containing a balance sheet,  profit and loss
     statement and cash flow statement  together with a commentary on the period
     in question  comparing the same with the current budget and the same period
     in the previous year  together with a rolling  forecast of profits and cash
     flow for the next 12 months, and such further management  information which
     is customarily prepared by the Company on a monthly basis within twenty-one
     days of the end of each month; and

(b)  audited  accounts  of the  Company  within  four  months of the end of each
     financial year; and

(c)  not less  than  seven  days  notice  of all  meetings  of the Board and the
     agendas for such  meetings  unless each of the  directors  agrees a shorter
     period ; and

(d)  such further  information as may from time to time be reasonably  requested
     in  writing  by  them  as to all  matters  relating  to the  business,  the
     financial  position  and the  affairs of the  Company  and any  information
     customarily  required  to run a  business  such  as  that  of the  Company,
     including, for the avoidance of doubt, copies of the register of members of
     the Company and full details of any share options granted or exercised;

1.5      not  later  than  one  calendar  month  before  the  end of each of its
         financial  years adopt  detailed  operating  budgets for the Company in
         respect of the next financial year of the Company PROVIDED THAT no such
         budgets shall be approved  without the approval of the Shareholders and
         Authorizsor;

1.6  if  requested in writing by  Authoriszor,  procure that the "D" Director is
     appointed director of any subsidiary for the time being of the Company; and

<PAGE>

1.7  take action in respect of or enforce or comply with any  provision  of this
     Agreement for which the consent of any other party is necessary immediately
     upon receipt by the Company of that consent; and

2.       The Company will not and the  Shareholders  and  Authoriszor  shall not
         (subject to paragraphs 4 and 5 below) consent or authorise  without the
         prior  written  consent  of  Authoriszor  or the "D"  Director  and the
         Shareholders and so far as is lawful:

2.1      create allot or issue any shares or other  securities of the Company or
         grant any right to require the allotment or issue of any such shares or
         securities (other than the creation  allotment or issue or the grant of
         any right to require the allotment or issue of any shares or securities
         pursuant to this  Agreement)  other than  pursuant to and in accordance
         with the rules of the WRDC Limited No I Share Option Scheme;

2.2      increase,  reduce, repay, redeem, subdivide,  consolidate,  reclassify,
         cancel or otherwise  vary the authon'sed or issued Share capital of the
         Company or the rights attaching  thereto or reduce the amount,  if any,
         standing  to the  credit  of the  share  prenuium  account  or  capital
         redemption  reserve other than  pursuant to and in accordance  with the
         rules of the WRDC Limited No. I Share Option Scheme;

2.3  permit the winding up of or the appointment of a receiver to the Company or
     any  of its  subsidiaries  unless  on  the  written  advice  of a  Licensed
     Insolvency Practitioner for reasons of insolvency;

2.4      merge, sell, transfer, lease, licence or in any way dispose of all or a
         material part of its business,  undertaking,  property or other assets,
         including   shares  in  any  subsidiary   (other  than  a  disposal  of
         stock-in-trade  in the ordinary course of business) whether by a single
         transaction or a series of transactions, related or not;

2.5      make or permit any material  alteration  (including  cessation)  to the
         general nature of the business of the Company proposed to be carried on
         after the date hereof  except for the reasons  referred to in paragraph
         2.3 above;

2.6  enter into any contract or  agreement  for the  acquisition  of freehold or
     leasehold property;

2.7      create any subsidiaries of the Company

2.8      enter into any  transaction,  arrangement  or agreement with or for the
         benefit of any director of the Company or any person connected with any
         such director within the meaning of Section 839 TA 1988;

<PAGE>

2.9      incur any  obligations in the nature of debt  (including hire purchase,
         lease finance or other quasi borrowings) in excess of those proposed in
         the then current  operating  budget or give any guarantee or indemnity,
         other than in relation  to the supply of goods in the normal  course of
         business or as may be envisaged in the Business Plan;

2.10     create or issue any debenture, mortgage, charge or other security;

2.11     acquire any share capital or any loan capital of any other entity;

2.12 make any loans  (other  than  intra-group,  loans and  credit  given in the
     normal course of trading);

2.13 incur capital  expenditure in excess of the operating budget referred to in
     the  Business  Plan or in  paragraph  1.5 above (or any  approved  revision
     thereof) or increase employment benefits of any director;

2.14     enter into any contract or arrangement, which:

         (a)      is outside the ordinary course of business of the Company; or

         (b)      is otherwise than at arms length.

2.15     give notice of any resolution to purchase its own shares;

2.16     capitalise  any  undistributed  profits  (whether  or not the  same are
         available  for  distribution  and  including  profits  standing  to any
         reserve)  or any sums  standing  to the credit of the  Company's  share
         premium account or capital redemption reserve;

2.17 give notice of the passing of any  elective  resolution  as defined and for
     any of the purposes set out in Section 379A of the Companies Act 1985;

2.18 instigate, settle or compromise any litigation or similar process involving
     an amount claimed in excess of(pound)25,000;

2.19     remove the auditors of the Company,  change the year end of the Company
         or make any  material  change to any  accounting  policy  or  principle
         adopted or applied for the  preparation  of the  audited or  management
         accounts of the Company;

2.20 exercise any  discretion  of the Board in respect of the  provisions of the
     Articles of Association relating to the transfer of shares;

<PAGE>

2.21 until the Options have all lapsed, enter into any negotiations concerning:

(a)  the sale of a material number of Shares in the capital of the Company or of
     any material part of the business  undertaking or assets of the Company and
     its Subsidiaries taken as a whole; or

(b)  the refinancing of the Company or the making of any approach or application
     or the  submission  of any  business  plan  to any  potential  investor  or
     financier  with a view to attracting  additional or substitute  finance for
     the Company and its Subsidiaries; or

(c)  the  application  for the  admission of any of the Shares of the Company to
     dealings on any recognised investment exchange (as that term is used in the
     Financial Services Act 1986);

2.22 increase the number of directors  of the Company  beyond 6 or  constitute a
     committee of the directors of the Company;

2.23 make  any  changes  to,  or  adopt a new,  Business  Plan  (subject  to the
     provision of Clause 3.4(b) of this Agreement); and

2.24     not to permit any transfer of any "C" Ordinary  Shares or any "C" Share
         Option  in  relation  thereto  to any  person  without  the  transferee
         entering  into a deed of  adherence  in the form set out in the Deed of
         Covenant.

3.       The Company  will procure  that each and every  subsidiary  of it shall
         give effect to each of the undertakings contained in paragraphs I and 2
         above as if the  undertakings  contained  therein  had also been  given
         individually  by each of such  subsidiaries  and the name of each  such
         subsidiary  had  appeared  therein in  substitution  for "the  Company"
         wherever it therein occurs.

4.       In the event  that the  Company  and/or  the  shareholders  have  given
         Authoriszor  and the "D" Director notice of its/their wish or intent to
         carry  out any of the  activities  set  out in  paragraph  2 above  and
         neither  Authoriszor  nor the "D"  Director  has  responded to any such
         notice  within 30 days of receipt of such notice,  then the Company and
         the  Shareholders  shall be  entitled  to carry  out such  activity  as
         detailed in the notice without the prior written consent of Authoriszor
         or the "D" Director.

5.   None of the  restrictions  set out in  paragraph 2 above shall apply to the
     extent  that such  matter is  expressly  provided  for or dealt with in the
     Business Plan.

<PAGE>

                                   SCHEDULE 2

                                 The Resolutions

                             THE COMPANIES ACT 1985

                                  WRDC LIMITED

                             COMPANY NUMBER 2945379

                               WRITTEN RESOLUTION

                                 __________ 2000

We, the undersigned, being the holders of the entire issued share capital of the
Company  hereby pass the following  resolutions  as written  resolutions  of the
Company pursuant to Section 381A of the Companies Act 1985 with effect as if the
said resolutions of the Company had been passed as resolutions of the Company in
general meeting.

                               WRITTEN RESOLUTIONS

1.       That the  authorised  share  capital of the Company be  increased  from
         L25,000 to 03,400 by the  creation  of 840,000 "D"  ordinary  shares of
         LO.01  each,  having  the  rights  set  out  in  the  new  Articles  of
         Association to be adopted by the Company today pursuant to resolution 2
         below.

2.       That the regulations  contained the printed  document annexed hereto be
         adopted  as  the  new  Articles  of   Association  of  the  Company  in
         substitution  for and to the exclusion of all the existing  articles of
         association and in substitution  for all existing rights and privileges
         of the authorised share capital of the Company.



-------------------------
Garcia Hanson


-------------------------
Brian Edmondson


-------------------------
Dated

<PAGE>

                                   SCHEDULE 3

                                Deed of Adherence

THIS DEED OF ADHERENCE is made on _____________199__

BETWEEN:

(1)  ___________ of ___________ ("the Covenantor"); and

(2)  WRDC LIMITED  (Registered  in England No. 2945) ("the  Company") for itself
     and as attorney for the other parties to the Agreement.

RECITAL

This Deed   is   supplemental    to   a   Shareholders'    Agreement   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
     Agreement and hereby  covenants with each of the parties hereto to observe,
     perform and be bound by all the terms of the  Agreement  (other than Clause
     2) as if it were a party thereto or named therein as a Shareholder.

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
     Agreement  (other  than  Clause 2) as if it were a party  thereto and named
     therein as a Shareholder.

3.   The  Covenantor  hereby  appoints  the Company to be its  attorney  for the
     purposes of clause [ 14.3] 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.

<PAGE>

                                   SCHEDULE 4

                                 The Warranties

1.       CORPORATE

1.1  The information  relating to the Company  contained in the Recitals (A) and
     (B) to this Agreement is true and complete in all respects -

1.2      Save as set out in this paragraph

         (a)      there are no agreements or arrangements  in force,  other than
                  this  Agreement,  which  grant to any person the right to call
                  for the  issue,  allotment  or  transfer  of any share or loan
                  capital of the Company; and

(b)  there are no third party consents  required by the Company to enter into or
     perform the obligations set out in this Agreement

Name                       Number of C' Share Options held
P Hughes                   50,000
M Bray                     50,000
A Dunford                   7,500
D Clarke                   12,500
G Waddington               12,500

1.3      Save for immaterial  errors the register of members and other statutory
         books of the Company  have been  properly  kept and contain an accurate
         and complete record of the matters with which they should deal.

1.4      All returns,  particulars,  resolutions  and documents  required by any
         legislation  to be filed with the  Registrar of Companies in respect of
         the Company have been duly filed and were correct.

1.5      The Company has full power and authority to enter into and perform this
         Agreement,  which  when  executed  will  constitute  valid and  binding
         obligations on the Company and  Shareholders  which are  enforceable in
         accordance with their respective terms.

1.6  The Company is validly  incorporated as a private limited company under the
     Companies Act 1985.

<PAGE>

1.7      No order has been  made or  petition  presented,  meeting  convened  or
         resolution  passed  for  the  winding  up of the  Company  nor  has any
         receiver  been  appointed or any  distress,  execution or other process
         been levied in respect of its business or the assets.

1.8      No composition in satisfaction of the debts of the Company or scheme of
         arrangement of its affairs or compromise or arrangement  between it and
         either or both of its  creditors  or  members or any class of either or
         both of its  creditors  or members  has been  proposed,  sanctioned  or
         approved.

1.9      No distress,  distraint,  charging order, garnishee order, execution or
         other process has been levied or applied for in respect of the whole or
         any part of the Company's Business or the assets.

1.10     No event has occurred causing,  or which upon intervention or notice by
         any third party may cause,  any floating  charge created by the Company
         to crystallise over its business or assets or any of them or any charge
         created by it to become  enforceable over the business or assets or any
         of  them  nor  has  any  such  crystallisation  occurred  nor  is  such
         enforcement in process.

2.       ACCOUNTS

2.1      The Last Accounts have been prepared in accordance  with the historical
         cost convention,  and the bases and policies of accounting  adopted for
         the  purpose  of  preparing  the  Last  Accounts  are the same as those
         adopted in preparing the audited  accounts of the Company in respect of
         the last three preceding accounting periods apart from changes required
         to conform to current FRSs.

2.2      The Last Accounts:

         (a)      give a true and fair view of the assets and liabilities of the
                  Company at the Last  Accounts  Date and its  profits or losses
                  for the financial period ended on that date;

         (b)      comply with the requirements of the Companies Acts;

         (c)      comply with all generally  accepted United Kingdom  accounting
                  principles and practices whic were  applicable at the relevant
                  time to a United Kingdom company;

         (d)      to the extent  required by the  Companies Act and the relevant
                  FRS  provided  or  reserved  for all  actual  liabilities  and
                  capital  commitments  of the Company  outstanding  at the Last
                  Accounts Date including  contingent  liabilities and provision
                  reasonably  regarded  as  adequate  for all  bad and  doubtful
                  debts;

<PAGE>

         (e)      provide or reserve in accordance  with the  principles set out
                  in the notes included in the Last Accounts for all Taxation to
                  the extent required by the relevant FRSs liable to be assessed
                  on the Company or for which it may be  accountable  in respect
                  of the period ended on the Last Accounts Date.

2.3      All the accounts,  books, ledgers and financial records, of the Company
         are in its  possession,  have been fully,  properly and accurately kept
         and  completed  and disclose  with  reasonable  accuracy the  financial
         position of the company at that time.

3.       FINANCIAL

3    1 The Company did not have any capital coninutments outstanding at the Last
     Accounts  Date and the Company has not, to any material  extent since then,
     incurred  or agreed to incur any  capital  expenditure  or  commitments  or
     disposed of any capital assets.

3.2  Since the Last  Accounts  Date the  Company  has not paid or  declared  any
     dividend  or  made  any  other  payment  which  is,  or is  treated  as,  a
     distribution for the purposes of ICTA Part VI Chapter II.

3.3      The Company has not,  since the Last Accounts Date,  repaid,  or become
         liable to repay, any indebtedness in advance of its stated maturity.

3.4      There are no liabilities  (including contingent  liabilities) which are
         outstanding  on the part of the  Company  other than those  liabilities
         disclosed  in the Last  Accounts or incurred in the ordinary and proper
         course of trading.  No liabilities  have been discharged by the Company
         since the Last  Accounts  Date  other  than in the  ordinary  course of
         business.

3.5      No part of the amounts  included  in the Last  Accounts as owing by any
         debtor  remains  unpaid or has been  released  on terms that any debtor
         pays less than the full book value of his debt.

3.6  There is not now  outstanding in respect of the Company any  guarantee,  or
     agreement  for  indemnity  or  for   suretyship,   given  by,  or  for  the
     accommodation of, the Company.

3.7  So far as the  Shareholders  are actually  aware there has been no material
     adverse  change in the  financial  position of the  Company  since the Last
     Accounts Date.

4.       TAXATION

4.1  Save as provided for in the Last  Accounts  there is no existing,  material
     contingent  or deferred  liability  for  Taxation  including  (but  without
     prejudice to the generality of the foregoing)  liability for Taxation which
     would arise:

<PAGE>

(a)  on the Company ceasing to trade or;

(b)  on its ceasing to use or occupy any asset for the purposes of its trade or;

(c)  on its  disposing  of any  asset  at its  book  value  as shown in the Last
     Accounts or;

(d)  which  might  arise as a result  of the  execution  or  Completion  of this
     Agreement or;

(e)  which  might  arise  if any  other  person  fails  to pay any tax  charged,
     assessed  or payable by such other  person  (including  any  liability  for
     Taxation which might arise as a result of two or more such events);

     but excluding any liability for Taxation  which arises solely as the result
     of the  realisation  by the Company of trading stock or work in progress in
     the ordinary  course of its business and no material  changes in the assets
     and  liabilities as shown in the Last Accounts have occurred since the Last
     Accounts Date which might result in any such liability.

4.2  So far as the Shareholders are actually aware the Company has duly complied
     with all requirements imposed upon it by the Taxation Statutes -

4.3      The Company is not liable and has not since the Last Accounts Date been
         liable to pay any interest, penalty, fine or sum of a similar nature in
         respect of Taxation and there is in existence no Inland  Revenue charge
         over or in respect of any of the Company's assets.

4.4      The Company is not in dispute with the Inland Revenue, H.M. Customs and
         Excise or any other fiscal authorities (whether of the UK or elsewhere)
         and is not  aware of any  circumstances  which  may give rise to such a
         dispute and in particular,  (but without prejudice to the generality of
         the  foregoing)  the Company  has not withm.  the last six years been a
         party to, entered into, or been involved with any artificial scheme for
         the avoidance or deferral of Taxation.

4.5  The Company is duly  registered and is a taxable person for the purposes of
     value added tax and is not a member of a group.

4.6      Since the Last Accounts Date no expenditure  has been incurred or is or
         has  become  liable to be  incurred  after  that date which will not be
         wholly  deductible  in  computing  the  taxable  profits of the Company
         except  for  expenditure  on the  acquisition  of an  asset  to be held
         otherwise than as stock in trade.

5.       TRADING

5.1      Since the Last  Accounts  Date the  business  of the  Company  has been
         continued  in the  ordinary  and normal  course,  and there has been no
         deterioration in its turnover, trading position, or its prospects.

5.2  The Company is not nor has it agreed to become,  a member of a  Partnership
     (as defined by the Partnership Act 1890).

5.3      The  Company  is  not  engaged  in  any   litigation   or   arbitration
         proceedings,  as plaintiff  or  defendant or third party;  there are no
         such  proceedings  pending  or  threatened,  either by or  against  the
         Company and there are no  circumstances  of which the  Shareholders are
         actually  aware  which are  likely to give  rise to any  litigation  or
         arbitration.

5.4      So far as the  Shareholders  are  aware  there is no  dispute  with any
         government or any agency or body acting on behalf of such government or
         any other authority in the United Kingdom or elsewhere,  in relation to
         the affairs of the Company and so far as the  Shareholders are actually
         aware  there are no facts or  circumstances  which may give rise to any
         such dispute.

5.5      There are no claims pending or threatened,  against the Company,  by an
         employee,  independent  contractor or any other third party, in respect
         of any  accident,  disease,  illness  or  injury,  which  are not fully
         covered by insurance.

5.6      So far as the  Shareholders  are aware the Company has conducted and is
         conducting  its  business  in  all  respects  in  accordance  with  all
         applicable laws and regulations, of the United Kingdom.

5.7  There are no  outstanding  authorities  (express  or  implied) by which any
     person  except a director may enter into any contract or  commitment  to do
     anything on behalf of the Company.

5.8      The Company has not received  notice of any unresolved  complaints from
         any customers  with regard to the products or services  provided by the
         Company, save as disclosed in the Disclosure Letter.

5.9      The  Company is not a party to, nor have its  profits  during the three
         years prior to the date of this Agreement been affected by any contract
         which is not of an entirely arm's length nature.

<PAGE>

6.       PROPERTY

         Save in respect of the leasehold  premises at First Floor,  Ebor Court,
         Westgate, Leeds, WestYorkshire,  the Company does not occupy and has no
         obligations  or  liabilities  in  respect  of  any  other  property  or
         premises.

7.       EMPLOYMENT

7.1      Save as set out in paragraph 1.2 above,  there are no schemes  (whether
         contractual  or  discretionary)  'in operation by or in relation to the
         Company  under  which any  employee  of the  Company is entitled to any
         benefits.

7.2  The terms and  conditions  of employment  of each of Garcia  Hanson,  Brian
     Edmondson and Marc Bray are fully contained within the Service Agreements

7.3  Save in respect  of Garcia  Hanson,  Brian  Edmondson  and Marc  Bray,  all
     employees of the Company are employed on the standard  terms and conditions
     of employment of the Company.

8.       ASSETS

8.1      The  Company  owned  at the  Last  Accounts  Date,  and  had  good  and
         marketable title to, and (except for current assets  subsequently  sold
         or realised in the ordinary course of business) still owns and has good
         and marketable  title to, all the assets  included in the Last Accounts
         and to all  assets  acquired  since  the  Last  Accounts  Date  and not
         subsequently sold or realised as mentioned.

8.2      The Company has not created or granted or agreed to create or grant any
         mortgage,  charge, encumbrance or other security interest in respect of
         its undertaking or assets,  and none of the undertaking or assets owned
         absolutely  by the  Company  is  subject  to any  option  or  right  of
         pre-emption.

8.3  The plant,  machinery,  equipment,  vehicles  and other  equipment  used in
     connection  with the business of the Company are the  absolute  property of
     the Company:

8.4  The schedule of the insurance  polices held by the Company contained in the
     Disclosure  Letter in true and accurate and all premiums payable under such
     policies have been paid in full.

8.5      No claim is outstanding, under any of such insurance policies

<PAGE>

9.       GENERAL

The factual  information  set out in the  schedules  contained or referred to at
documents 9 to 15 of Schedule I of the  Disclosure  Letter is true and  accurate
and not misleading to any material extent as at the date of this Agreement.

<PAGE>

                                   SCHEDULE5
                           (Completion Board Minutes)

                                  WRDC Limited

MINUTES of a Meeting of the Directors of the Company held at _______________ on
________________________, 2000 commencing at __________ am/pm

Present: _______________________________________________________________________
________________________________________________________________________________


In attendance: _________________________________________________________________
________________________________________________________________________________

OPENING

Garcia Hanson took the Chair,  noted that the meeting had been duly convened and
that a quorum was present.

2.       DECLARATION OF DIRECTORS' INTERESTS

     Each Director  declared whether or not he had an interest in the matters to
     be discussed for the purposes of Section 317 of the Companies Act 1985.

     There was then produced to the meeting a written resolution of the Company,
     duly executed by its existing shareholders, increasing the authorised share
     capital of the Company and  adopting new  articles of  association  for the
     Company.  IT WAS RESOLVED that the written  resolution be accepted and that
     the  secretary of the Company be  authorised  to file a copy of the written
     resolution,  the new  articles  of  association  of the  Company and a duly
     completed form 123 at Companies House.

4.   IT WAS NOTED  that,  pursuant  to a  shareholders  agreement  ("Agreement")
     entered into on - January 2000 between Messrs Hanson and Edmondson (1), the
     Company (2),  Authoriszor Holdings Limited ("AHL") (3) and Authoriszor Inc.
     (4), Authoriszor Inc. had completed its fundraising as contemplated in that
     Agreement  and that all parties  had now agreed to proceed to complete  the
     Agreement.

<PAGE>

5.   ALLOTMENT OF SHARES

5.1  There was then produced to the meeting an allotment letter,  issued by AHL,
     requesting  that the Company issue to AHL,  840,000 "D" Ordinary  Shares of
     (pound)  O.01  each  in  the  capital  of  the  Company,  at  an  aggregate
     subscription  price of  (pound)  378,000,  together  with a cheque for that
     amount. IT WAS RESOLVED that it was in the best interests of the Company to
     make the allotment of 840,000 "D" Ordinary Shares of E0.01 each to AHL, and
     that the secretary be authorised to write up the Company's  statutory books
     accordingly,  to issue an appropriate share certificate to AHL, and to file
     a duly completed form 88(2) at Companies House.

DOCUMENTS

6.1      There were then produced to the meeting:

(a)  a loan agreement between the Company and AHL setting out the terms on which
     up to  (pound)  122,000  could be drawn by the  Company by way of loan from
     AHL;

(b)  a deed of  covenant  setting  out the terms  upon  which  AHL could  compel
     holders of options in "C" Ordinary Shares to sell their holdings to AHL,

(c)  a loan agreement between the Company and Authoriszor  Limited,  varying the
     terms of an existing loan of (pound) 100,000; and

(d)  new service  agreements for Messrs  Hanson,  Edmondson and Bray relating to
     their terms of employment with the Company.

(together, "the Documents").

6.2      After  careful  consideration,  IT WAS RESOLVED that it was in the best
         interests of the Company to make and enter into the  Documents and that
         Garcia  Hanson and/or Brian  Edmondson  and each other  director of the
         Company be authorised to further negotiate, agree any amendments to and
         approve the Documents and any other document  whatsoever  that may fall
         to be approved  for, or is necessary or incidental to the Documents and
         to execute the Documents  and any other  document  whatsoever  that may
         fall to be signed or executed  pursuant  to them,  whether as a deed or
         otherwise.

7.       IT WAS RESOLVED that Ian McNeill, having consented to act, be appointed
         as an additional director of the Company with immediate effect.

8.       CLOSING

<PAGE>

There being no further business, the meeting closed at ____________ am/pm.



------------------------
Chairman

<PAGE>

                                   SCHEDULE 6

                              Deed of Undertaking

THIS DEED OF UNDERTAKING is made on ________________ 99______________

BETWEEN:

(1)  ______________________  LIMITED  (Registered in England  No._______________
     whose registered office is at  ______________________  (the  "Subsidiary");
     and

(2)  [[A] and [B]] (the "Shareholders")

RECITAL

This Deed of Undertaking is executed  pursuant to Clause [) ] of an agreement of
today's date between  [Newcol  Limited (the  "Company")  (1) [A] (2) and [B] (3)
(the "Agreement").

THIS DEED WITNESSES as follows:

The  Subsidiary  undertakes to each of the  Shareholders  that in any case where
under the terms of the Agreement:

(a)  an  obligation  or   restriction   is  imposed  upon  a  "Group   Company",
     "Subsidiary" or "Member of the Group" (as therein defined); or

(b)  an  obligation is imposed upon the Company to procure that an obligation or
     restriction is observed or performed by a "Group  Company",  "member of the
     Group" or "Subsidiary" (as therein defined);

it will  (so far as that  obligation  or  restriction  falls to be  observed  or
performed  by or in  respect  of it)  observe  or  perform  such  obligation  or
restriction.

IN WITNESS  whereof  this Deed has been  executed  and  delivered by each of the
parties the day and year first above written.

<PAGE>

                                   SCHEDULE 7

                                  Shareholders

Name                                      No. of Shares

(1) Garcia Hanson                         1.  125,000 "A" Ordinary Shares
         38 St James Road
         Ilkley
         West Yorkshire
         LS29 9PY

(2)      Brian Edmondson                  1.  1,125,000 "B" Ordinary Shares
         Rosedean
         86 Ecclesfield Road
         Chapeltown
         Sheffield
         South Yorkshire
         S35 ITE

<PAGE>

                                   SCHEDULE 8

                             Form of Option Notice

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

To:  Garcia Hanson of 38 St James Road, Ilkley, West Yorkshire LS29 9PY,

     Brian Edmondson of Rosedene,  84 Ecclesfield Road,  Chapeltown,  Sheffield,
     South Yorkshire S30 4TR.

Dear Sirs

OPTION NOTICE

                                                          ________________[Date]

We  hereby  give  notice,  pursuant  to Clause 9 of the  Shareholders  Agreement
between us and WRDC  Limited  dated [ ], of our  exercise of our option over the
following shares owned by the following individuals.

Number of Shares                          Registered Holder:

[               ]                         [                       ]


Duly authorised for and on behalf of Authoriszor Holdings Limited

<PAGE>

                                   SCHEDULE 9

                               Vendor Protection

I  Notwithstanding  anything  to the  contrary  contained  in  Clause  6 of this
Agreement the  Warranties  shall be qualified by the provisions of this Schedule
and in the event of  inconsistency  between the  provisions of this Schedule and
the Warranties and/or Clause 6, the provisions of this Schedule shall prevail.

2. The  Shareholders  shall  not be  liable in  respect  of any claim  under the
Warranties  to the extent  that the matter or matters  giving rise to such claim
are  accurately  disclosed  in  the  Disclosure  Letter  and/or  the  Additional
Disclosure Letter..

3. The  liability  of the  Shareholders  in respect of breach of the  Warranties
given by the shareholders under this Agreement shall be limited as follows:

The aggregate  maximum  liability of the  Shareholders in respect of all and any
claims under the Warranties shall in any event not exceed (pound)378,000

5. The  Shareholders  shall  not be  liable  in  respect  any  claim  under  the
Warranties  where the amount of such claim or a group of related claims does not
exceed (pound)5,000

6. The Shareholders shall not be liable in respect of all and any claims made by
Authoriszor  under the  Warranties  unless  and until the  aggregate  cumulative
liability of the  Shareholders  in respect of all and any such claims  (ignoring
for those purpose all and any claims in respect of which the Shareholders do not
have  liability  pursuant to tile  provisions  of paragraph 5 of this  Schedule)
exceeds  (pound)30,000 in which event the  Shareholders  shall be liable for the
full amount (and not merely the excess) of the relevant claims.

7. The  Shareholders  shall  not be  liable in  respect  of any claim  under the
Warranties  unless it shall have been made in the case of the Warranties set out
in paragraph 4 of Schedule 4 to this Agreement before the expiry of 6 years from
the date hereof and in the case of all other  Warranties  before the expiry of 2
years from the date hereof.

8. The  limitations  on liability  contained in this Schedule shall not apply to
any matters  directly  arising from the fraud and dishonesty of the  Shareholder
involved in relation to that Shareholder.

<PAGE>

                                  SCHEDULE 10

                             Changes to Warranties

1.   In the  circumstances  where  the  provisions  of this  Schedule  10 apply,
     Schedule 4 will be deemed to be amended as follows:

(a)  The definition of "Last  Accounts"  shall mean the audited balance sheet of
     the Company at, and the audited profit and loss account of the Company for,
     the last  financial  period of the Company ended prior to the date on which
     the Option was exercised.

(b)  The Warranty at paragraph 9 of Schedule 4 shall be deleted.

2.   The Warranties  given to Authoriszor  under the provisions of Clause 9.5(c)
     of the  Agreement  shall be  given  subject  to  matters  disclosed  in the
     Disclosure Letter or any Additional  Disclosure Letter before completion of
     such Option  described in Clause 9.5(c) by the Shareholders to Authoriszor.
     Without  prejudice to the generality of the foregoing the  Shareholders may
     in the Additional  Disclosure  Letter update or amend matters  contained in
     the Disclosure Letter or previous Additional Disclosure Letter.

3.   The provisions of Schedule 9 will be repeated in favour of the Shareholders
     and applied to the Warranties given to Authoriszor  under the provisions of
     Clause  9.5(c) in  addition  to the  application  of  Schedule  9 under the
     provisions of Clauses 6.1 and 6.2 but amended as follows:

(a)  The liability of the Shareholders  under the Warranties shall be limited to
     the actual  amount  paid for the  Option  shares at the  relevant  time and
     paragraph 4 of Schedule 9 shall be amended accordingly.

(b)  The  threshold  for  Warranty  claims set out in paragraph 6 of Schedule 9,
     shall be amended to an amount equal to

(i)  (pound) 30,000 plus

(ii) (pound) 30,000  multiplied by the  percentage  increase (if any) in the net
     assets of the Company as stated in the Last Accounts as defined in Clause I
     of the  Agreement) and the Last Accounts (as defined at paragraph I of this
     Schedule 10).

(c)  The time  periods  for making  Warranty  claims set out in  paragraph  4 of
     Schedule 9 shall be deemed to  commence  on the date of  completion  of the
     exercise of the Option under the  provisions  of Clause  9.5(c) and not the
     date hereof.

<PAGE>

                                  SCHEDULE 11

                            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  StocW'),  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.

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).

<PAGE>

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

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]

<PAGE>

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

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

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 GARCIA HANSON                             )

Witness signature:

Name:

Address:

Occupation:

<PAGE>

EXECUTED (but not delivered until            )
the date hereof) AS A DEED by                )
BRIAN EDMONDSON                              )

Witness signature:

Name:

Address:

Occupation:

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

Director:

Director/Secretary