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

                                                              _____________ 2000

Dear Sirs

STERLING CREDIT FACILITY

Following  recent  discussions,  we are  pleased to offer you a sterling  credit
facility on the terms and conditions  set out in this Letter.  Terms not defined
in the body of this Letter are set out at Clause 16.

1.   PARTIES

(a)  Authoriszor  Holdings  Limited  (Company  No:  3873915)  of Windsor  House,
     Cornwall Road, Harrogate, HG1 2PW ("Authoriszor"); and

(b)  WRDC  Limited  (Company  No:  2945379) of Ebor Court,  Leeds,  LS1 4ND (the
     "Company").

2.   THE FACILITY

The  facility  offered in this  Letter  (the  "Facility")  is a sterling  credit
facility of up to a maximum aggregate amount of (pound)122,000.

3.   CONDITIONS PRECEDENT TO AVAILABILITY

Notwithstanding  any other terms of this  Letter,  the drawdown of an Advance at
any time under the Facility shall be at the discretion of the Company.  However,
the Company may not request drawdown under the Facility (an "Advance") until (i)
Authoriszor  has  received  a copy of this  Letter  duly  signed by the  Company
accompanied by a copy, certified as true and complete, of the relevant minute of
a meeting of the Board of Directors of the Company authorising such signature or
if (ii) at any  time  prior  to,  or on,  the  proposed  drawdown  date for such
Advance,  any of the events detailed in Clause 11 has occurred and is continuing
unremedied.


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4.   THE ADVANCES

(a)  Subject  to the other  provisions  of this  Letter,  the  Company  may,  by
     delivering a notice to Authoriszor  (substantially  the form set out at the
     Annex) at least five  Business  Days prior to the proposed  drawdown  date,
     request that Authoriszor make an Advance.

(b)  An Advance may not be  requested  if the  proposed  drawdown  date for that
     Advance  is after the date that is one year  after the date of this  Letter
     (the "Final Drawdown Date").

(c)  The amount of an Advance shall be an integral  multiple  of(pound)5,000  or
     equal to then unused and available Facility.

5.       INTEREST

5.1  Subject to Clause 6, the rate of  interest  payable on an Advance  (as well
     after as before  judgment) shall be 6% per annum.  Such interest payable on
     an  Advance  shall  accrue  rateably  on a day to day basis for the  period
     during which any amount advanced under the Facility is outstanding.

5.2  Interest  on the  Advance  shall be payable  in  arrears  on each  Interest
     Payment Date in respect of the period (an "Interest  Period") running from,
     and including,  the previous Interest Payment Date to, and excluding,  that
     Interest Payment Date, save that:

(a)  the first  Interest  Period  shall  commence on and include the date of the
     first Advance; and

(b)  the last Interest Period in relation to any Advance not repaid prior to the
     Final Repayment Date shall end on, and exclude, the Final Repayment Date.

6.   DEFAULT INTEREST

(a)  Interest shall accrue on a day to day basis,  and shall be payable  monthly
     in arrear,  at a rate of 2% per annum above the base lending rate from time
     to time of Lloyds TSB Bank Plc on any sum  (whether  principal or interest)
     which the Company shall fail to pay when due and may, at the  discretion of
     Authoriszor, be calculated on a compound basis.

(b)  Unless  the  unpaid  sum is of  principal  that  became  payable  during an
     Interest  Period,  in which case, the first Interest  Period  applicable to
     that unpaid sum shall be equal to the  unexpired  portion of that  Interest
     Period,  the Interest  Periods  applicable  to such unpaid sum shall be the
     successive  periods  of  up  to  six  months  or  less,  as  determined  by
     Authoriszor.

7.   REPAYMENT

(a)  Repayment of the aggregate of all Advances  (the "Loan") shall  commence on
     the second  anniversary  of the date of first  drawdown  under the Facility
     (the "First Drawdown Date").


<PAGE>


(b)  Subject to Clause  7(c),  the  Company  shall repay  Advances by  quarterly
     payments of (pound)10,000  the first such payment to be made on the date on
     the second  anniversary  of the First Drawdown Date (each date on which any
     payment falls due being a "Repayment Date").

(c)  The Company shall repay the Loan, all accrued and unpaid interest  thereon,
     and all other amounts  outstanding  in relation to the Facility on the date
     that is five years  after the First  Drawdown  Date (the  "Final  Repayment
     Date").

8.   PREPAYMENT

(a)  The Company may, by giving  Authoriszor at least five Business Days' notice
     prepay the whole or any part (being an integral  multiple of  (pound)1,000)
     of the Loan.

(b)  Unless otherwise agreed,  the Company shall not be entitled to reborrow any
     amount prepaid under paragraph (a) above.

9.       REPRESENTATIONS AND WARRANTIES

The Company by accepting the terms of this facility  represents  and warrants to
Authoriszor  (and shall be deemed to so represent and warrant on the date of any
Advance and at the end of every Interest Period) that:

(a)  Incorporated   Company/Authority   to  Carry  Out  Business:   it  is  duly
     incorporated  with limited  liability under the laws of England and has the
     corporate power to carry on its business as it is now being conducted;

(b)  Power to Borrow:  it has the  necessary  corporate  power and  authority to
     borrow  money on the terms and  conditions  set out in this  Letter  and to
     perform  and  observe the  obligations  hereunder  and does not require the
     consent  of any  third  party  to enter  into or  perform  its  obligations
     pursuant to this Letter;

(c)  Non-Violation of  Law/Obligations:  by accepting the terms of this Loan, it
     shall not violate in any material way any law or  obligation to which it is
     subject,  nor any of the terms of any other corporate document,  agreement,
     deeds or  documents  to which  it is a party  or in any way  affects  or is
     related to it.; and

(d)  Events of Default:  no Event of  Default,  as  specified  at Clause 11, has
     occurred and remains unremedied.

10.      COVENANTS

(a)  Notice of Default: The Company will inform Authoriszor of the occurrence of
     any of the events listed at Clause 11.

(b)  Negative  pledge:  The  Company  will not create or permit to  subsist  any
     Security  Interest  over all or any part of its  present  or future  assets
     other than one which was disclosed to  Authoriszor  in writing prior to the
     date of this Letter or is granted in favour of Authoriszor.


<PAGE>


11.  EVENTS OF DEFAULT

Each of the following events shall be an "Event of Default":

(a)  Failure to pay:  the Company  fails to pay any sum due under this Letter on
     the due date;

(b)  Breach of other  provisions:  the  Company  fails to comply  with any other
     provision of this Letter and, if such failure is capable of remedy,  is not
     remedied within ten days of the occurrence of such breach;

(c)  Representations:  any  representation  of a  material  nature  made  by the
     Company in or in connection with this Letter or any certificate,  statement
     or document delivered or made by the Company pursuant to this Letter proves
     to have been incorrect or inaccurate when made;

(d)  Insolvency:  the  cessation  of the  whole  or a  substantial  part  of the
     Company's business or an act whether of the Company or another person which
     by itself  either  constitutes  or could  directly  result in a formal step
     being taken for the receivership, administration,  liquidation, dissolution
     or  analogous  proceedings  of or in respect  of the  Company or any of the
     Company's assets;

(e)  Cross Default:  any financial  indebtedness  of the Company (i) becomes due
     and payable prior to its specified maturity,  (ii) the Company is in breach
     of or default under any agreement or document evidencing or regulating such
     indebtedness,  (iii) the Company  fails to pay any sum due to be paid by it
     under any guarantee,  indemnity or similar instrument,  (iv) the Company is
     unable or fails or admits its  inability to pay its debts as they fall due;
     otherwise than in the normal course of its business of the Company;

(f)  Enforcement of Security  Interest:  any Security Interest over any asset of
     the Company  becomes  enforceable  or any  execution  or distress is levied
     against, or any person is entitled to or does take possession of, the whole
     or any part of the assets or undertaking of the Company; and

(g)  Unlawfulness:  it becomes unlawful for either the Company or Authoriszor to
     perform or comply with all or any of its  obligations  under this Letter or
     for it to remain a party to this Letter.

12.  ACCELERATION

If any of the events listed at Clause 11 occurs,  Authoriszor  shall be under no
obligation to advance further monies under this Letter and may, by notice to the
Company either:

(a)  cancel any part of the Facility then undrawn; and/or



<PAGE>


(b)  require  repayment  (either  immediately  or otherwise as  Authoriszor  may
     require) of any outstanding  Advance with accrued interest thereon together
     with any other sums then owed by the Company under this Letter.

13.  COSTS

On written  demand by  Authoriszor  the  Company  shall pay to  Authoriszor  all
expenses  (including but not limited to any legal and valuation fees), stamp and
similar taxes and charges,  and  registration  costs  incurred by Authoriszor in
connection  with the  enforcement of the terms of this Letter in accordance with
the provisions of Clause 11 and 12 above.

14.  PAYMENTS

Payments to be made by the Company to Authoriszor  shall be made in sterling and
in immediately  available cleared funds, free and clear of and without deduction
for or on account of (i) any  set-off or  counterclaim  or (ii)  (other  than as
required by law) any tax or other matter,  to such account as Authoriszor  shall
have previously notified the Company for this purpose.

15.  NOTICES

(a)  Each notice,  request,  demand or other  document to be given or made under
     the  this  Letter  shall  be  in  writing,  addressed  to  the  Company  or
     Authriszor, as the case may be, at its registered office for the time being
     or such  other  address  of which it may  inform  the other  party for this
     purpose.

(b)  Any  notice,  request,  demand or other  communication  to be given or made
     pursuant to this Letter  shall be deemed made when left at the then current
     address  mentioned  above or three  Business  Days  after  posting  to such
     address.

16.  INTERPRETATION

(a)  When used in this Letter, "this Letter" means and includes,  as the context
     so admits,  both (a) the  agreement  resulting  from the  acceptance by the
     Company  of the  terms  and  conditions  set out in this  offer and (b) any
     variations, supplements or amendments thereto made from time to time.

(b)  "Business Day" means any day other than Bank Holidays applicable within the
     United Kingdom, any Saturday and any Sunday.

(c)  "indebtedness"  shall be construed so as to include any obligation (whether
     incurred as  principal  or surety) for the payment or  repayment  of money,
     whether present or future, actual or contingent.

(d)  "Interest  Payment  Date" shall mean  31January,  30 April,  31 July and 31
     October  in each  year,  or if such  date is not a  Business  Day the  next
     following Business Day.


<PAGE>


(e)  "Security Interest" includes a mortgage, loan, pledge, encumbrance, charge,
     hypothecation  or other  security  interest or  arrangement,  the effect of
     which  is  intended  to  prefer  the  beneficiary  thereof  over  unsecured
     creditors.

(f)  "tax" shall be construed so as to include any tax,  levy,  impost,  duty or
     other charge of a similar nature (including  without limitation any penalty
     payable in connection with any failure to pay or any delay in paying any of
     the same).

17.  LAW

This Letter shall be governed by, and shall be construed in accordance with, the
laws of England.

THE OFFER  CONTAINED IN THIS LETTER MAY BE ACCEPTED BY YOUR  COUNTERSIGNING  AND
RETURNING TO US THE  ENCLOSED  COPY OF THIS LETTER BUT WILL LAPSE IF WE HAVE NOT
RECEIVED SUCH COPY,  DULY  COUNTERSIGNED  ON YOUR BEHALF BY ANY DULY  AUTHORISED
DIRECTOR, BY __________ 2000.

Yours faithfully,



Signed by Ian McNeill, duly authorized
on behalf of Authoriszor Holdings Limited


We hereby acknowledge and accept the terms of this letter


Signed by Garcia Hanson, duly authorised
on behalf of WRDC Limited


<PAGE>


                                      ANNEX

To:      Authoriszor Holdings Limited

From:    WRDC Limited Date: [                  ]



Dear Sirs

We refer to the agreement (the "Agreement") constituted by our acceptance on [ ]
2000 of your letter to us of [ ] 2000.

We write to give  notice  that on [ ] 2000/1 we wish to draw under the  Facility
granted  to us in the  Agreement  the  sum  of(pound)[  ],  which  is to be made
available  to us by credit to our account  number [ ] with [ ] Bank PLC, of [ ],
sort code [ ].

We  confirm  that  as at the  date  of  this  Letter,  the  representations  and
warranties set out in Clause 9 of the Agreement remain true.