EXECUTIVE EMPLOYMENT AGREEMENT

         This EXECUTIVE  EMPLOYMENT AGREEMENT is made and entered into as of the
___  day  of  January,  2000,  by  and  between  Authoriszor  Inc.,  a  Delaware
corporation  (hereafter the "Company"),  and Richard A. Langevin,  a resident of
the Commonwealth of Massachusetts (hereafter the "Executive").

                                  COMPENSATION

         1. The Company  agrees to compensate the Executive on a salary basis at
the semi-monthly rate of $9,375 ($225,000 annually). The Executive's salary will
be reviewed by the  Company's  Board of Directors as of each January 1 occurring
during the term of this  Agreement,  taking into  consideration  the Executive's
performance and changes in competitive market conditions,  and the Board may, in
its sole discretion,  increase the Executive's base salary in such amount as the
Board may  determine  in its  reasonable  discretion.  Both the  Company and the
Executive  acknowledge that such  compensation and the compensation  detailed in
Paragraphs  2,  3,  4, 5, 6, 7 and 8 of  this  Agreement  is fair  and  adequate
compensation for the Executive's services, and for the mutual promises described
below.

         2. The  Company  agrees to grant the  Executive  four (4)  Nonqualified
Stock  Options  (collectively,  the "Options"  and  individually,  an "Option"),
pursuant to the terms of four (4) separate Stock Option Agreements,  to purchase
a cumulative  total of 500,000  shares of the Company's  common stock,  $.01 par
value  (the  "Company  Common  Stock"),  in  increments  of (i)  200,000  shares
exercisable on or after January 1, 2001,  (ii) 100,000 shares  exercisable on or
after January 1, 2002,  (iii) 100,000 shares  exercisable on or after January 1,
2003, and (iv) 100,000 shares exercisable on or after January 1, 2004, all at an
exercise  price of $6.75  per  share,  upon  execution  of this  Agreement.  Any
unvested  Options will be void and shall not vest if (i) the Company  terminates
this Agreement for "Cause," as defined in Paragraph 25 of this  Agreement,  (ii)
the Executive becomes physically or mentally  disabled,  as defined by 29 C.F.R.
Section  1630.2(g)(1),  and  cannot  perform  the  essential  functions  of  his
position,  with reasonable  accommodation,  (iii) the death of the Executive, or
(iv) the expiration of the respective term of each Option.

         3. In the event a Sale of the Company,  as defined below, occurs during
the term of this  Agreement,  (a) all payments  hereunder  that would be payable
through the term hereof shall accelerate and become immediately due and payable,
including  but not limited to then  current  base salary and bonus  compensation
amounts as if the  Company had  achieved  the  Management-By-Objectives  targets
hereunder,  and (b) the  Options  shall  automatically  vest in full and  become
immediately exercisable  (collectively,  the "Severance  Compensation").  In the
event  any  payment  or  benefit  due  to the  Executive  under  this  Agreement
constitutes a payment or benefit in the nature of  compensation  that is made or
supplied to a  "disqualified  individual"  as defined in Section  280G(c) of the
Internal Revenue Code of 1986 (a "Golden  Parachute  Payment"),  such payment or
benefit  shall be deferred and paid out by the Company to the  Executive  over a
period of time in order that such  payment  or benefit  does not so qualify as a
Golden

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Parachute   Payment.   A  "Sale  of  the  Company"  shall  mean  (i)  a  merger,
consolidation or other business  combination of the Company with or into another
corporation  pursuant to which the Company will not survive or will survive only
as a subsidiary of another  corporation,  (ii) a sale, lease,  exchange or other
disposition  of all or  substantially  all of the assets or capital stock of the
Company,  or (iii) any  combination  of the foregoing or an event or transaction
having  substantially  the same economic  effect.  The Company shall provide the
Executive with prompt written notice of approval of a Sale of the Company by the
Company's Board of Directors.

         4. The  Company  and the  Executive  agree that the  Executive  will be
eligible to receive,  in his first year of service to the Company,  total annual
bonus compensation in the amount of $125,000 in quarterly pro rata increments in
the event that the Company  achieves each  quarterly  Management-By-  Objectives
target  mutually  determined  by  the  Company's  Board  of  Directors,  or  its
Compensation    Committee,    and   the   Executive.    The   first    quarterly
Management-By-Objectives  target is attached  hereto as Exhibit A. The Executive
shall be eligible for future bonuses which will be tied to quarterly Management-
By-Objectives  targets and payable  quarterly  in pro rata amounts of the annual
bonus.

         5. The  Company  will  provide  the  Executive  with a Company car (the
"Company Car") for use for business  purposes  during his employment  under this
Agreement.  The Company Car shall be a BMW or Mercedes.  Upon the termination of
this Agreement for any reason,  by the Company or the  Executive,  the Executive
will return the Company Car to the Company pursuant to the procedure outlined in
Paragraph 29 of this Agreement.

         6. The Company and the Executive acknowledge and agree that the Company
shall promptly reimburse the Executive for any reasonable  expenses,  including,
but not limited to, travel expenses,  lodging  expenses,  meals or entertainment
expenses,  that the  Executive  may incur in the  performance  of his duties and
obligations  under  this  Employment  Agreement.  PROVIDED,  HOWEVER,  that  the
Executive shall be required to submit receipts or other acceptable documentation
to the Company to verify such expenses prior to any reimbursements.

         7. The  Executive  shall be entitled to paid banking  holidays,  twenty
(20) paid vacation days per year and reasonable paid personal and sick days. Any
vacation  days not taken during a given year may be carried  over to  subsequent
years  without  limitation,  or may be paid out as  additional  compensation  in
January for the  preceding  year;  however,  no more than ten (10) vacation days
from any calendar  year can be carried over to  subsequent  years or paid out as
additional compensation.

         8. The Executive acknowledges and agrees that, at the discretion of the
Company,  certain employee benefits may be provided to the Executive incident to
the Executive's  employment  with the Company.  The Executive  acknowledges  and
agrees  that any  employee  benefits  provided to the  Executive  by the Company
incident to the  Executive's  employment  are  governed by the  applicable  plan
documents,  summary  plan  descriptions  or  employment  policies,  and  may  be
modified,  suspended or revoked at any time,  in  accordance  with the terms and
provisions of the applicable  documents.  The Executive  acknowledges and agrees
that any employee benefits provided to the Executive by the Company incident

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to the  Executive's  employment  are not a part of  this  Employment  Agreement.
PROVIDED,  HOWEVER,  that (a) the  Executive  shall be entitled to such employee
benefits  maintained  by  the  Company  applicable  to  other  senior  executive
employees of the Company,  (b) the Company shall  reimburse the Executive for up
to  $5,000 in annual  premiums  so that the  Executive  can  personally  seek to
procure and maintain a $5,000,000  life insurance  policy for the benefit of the
Executive's  designated  beneficiaries,  (c) the  Company  shall  reimburse  the
Executive for up to $3,000 in premiums so that the Executive can personally seek
to procure and maintain a long term disability  policy for his own benefit,  and
(d) the Company  shall  reimburse  the Executive for the premiums on his current
COBRA medical plan until such time as the Company  institutes  standard  medical
and dental benefit plans.  The Company shall be in no way liable for any medical
or dental  payments in addition to the  Executive's  COBRA premiums  pursuant to
this Agreement.

                                    DURATION

         9. This  Employment  Agreement  shall continue in full force and effect
for four (4) years, commencing on January 1, 2000, and will expire and terminate
by its own terms on December  31,  2003,  unless this  Employment  Agreement  is
terminated  prior to December  31,  2003,  in  accordance  with the  TERMINATION
provisions set forth below in Paragraphs 24, 25, 26, 27 and 28.

                                RESPONSIBILITIES

         10. The Company and the Executive  agree that the Executive shall serve
as the Chief  Executive  Officer  of the  Company  and shall be  subject  to the
general direction and control of the Board of Directors.  In such capacity,  the
Executive  will report to the Board of Directors of the Company and perform such
duties on behalf of the Company as are directed by the Board of Directors of the
Company and as are consistent  with the title and position of a chief  executive
officer of a company  that  designs  and  markets  internet-based  security  and
management systems for corporations and governments.

         11. The Executive  covenants and agrees that he will faithfully  devote
his best  efforts  and all his working  time to his duties and  responsibilities
under this  Agreement,  unless the Company's Board approves any other use of his
efforts or working  time.  The foregoing  shall not prevent the  Executive  from
performing  a  reasonable  amount of service on the boards of directors of other
charitable entities, and reasonable investment  activities,  both subject to the
terms of the Employee's  non-competition  obligations under this Agreement,  nor
from engaging in academic, religious, charitable, community and other non-profit
activities   that  do  not  impair  his   ability  to  fulfill  his  duties  and
responsibilities under this Agreement.

         12. The Executive  acknowledges and agrees that he has a fiduciary duty
of loyalty to the  Company,  and that he will not engage in any  activity  which
will or could be reasonably expected to, in any way, harm the business, business
interests, or reputation of the Company.

     13. The  Executive  acknowledges  and agrees  that he will not  directly or
indirectly  engage  in  competition  with the  Company  at any time  during  the
existence of the employment relationship between the

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Company and the Executive,  and the Executive will not on his own behalf,  or as
another's agent, employee,  partner,  shareholder or otherwise, engage in any of
the same or similar duties and/or  responsibilities  required by the Executive's
position with the Company,  other than as an employee of the Company pursuant to
this Employment Agreement.

                                  NONDISCLOSURE

         14. The Executive  acknowledges and agrees that the Company anticipates
developing   significant   relationships   and  goodwill  between  the  Company,
prospective  suppliers and prospective  customers by providing superior products
and  service,  and that these  relationships  and  goodwill  will  constitute  a
valuable asset belonging solely to the Company.

         15. The  Executive  acknowledges  and agrees  that as an  employee  and
representative  of the Company,  the Executive will be responsible  for building
and  maintaining  business  relationships  and goodwill  with current and future
customers  and  suppliers  of the  Company on a personal  level.  The  Executive
acknowledges and agrees that this responsibility  creates a special relationship
of trust and confidence between the Company, the Executive and the customers and
suppliers.

         16.  The   Executive   acknowledges   and  agrees  that  this   special
relationship of trust and confidence between the Company,  the Executive and the
customers and suppliers creates a high risk and opportunity for the Executive to
misappropriate  the relationship  and goodwill  existing between the Company and
its customers and suppliers.  The Executive  acknowledges  and agrees that it is
fair and  reasonable  for the Company to take steps to protect the Company  from
the risk of such misappropriation.

         17. The Executive  acknowledges and agrees that the Company will make a
significant  investment in the future  success of the Executive by providing the
Executive  with the following  valuable  assets:  (i)  confidential  information
concerning  the  Company's  intellectual  property,  products,   techniques  and
equipment;  and (ii)  confidential  information  relating  to the  identity  and
special  needs  of the  Company's  current  and  prospective  customers  and the
Company's  current and prospective  suppliers,  as well as their  contacts,  the
needs and  preferences of the Company's  current and  prospective  customers and
suppliers,  the Company's current and prospective products and inventories,  the
Company's business  projections and market studies, the Company's business plans
and strategies,  the Company's pricing studies and price lists, marketing plans,
sales  techniques,  and  information  concerning  the  technology  unique to the
Company.

         18. The Executive agrees that all information and know-how,  whether or
not in writing,  of a private,  secret or  confidential  nature  concerning  the
Company's   business   or   financial   affairs   (collectively,    "Proprietary
Information")  is and will be the exclusive  property of the Company.  By way of
illustration,   but  not  limitation,   Proprietary   Information  includes  the
information identified in Paragraph 17 above, and information pertaining to: (i)
the Company's  internet-based  security and management  systems;  (ii) financial
statements and information; and (iii) special processes, procedures and services
of the Company.  The Executive  acknowledges and agrees that this investment has
substantial and significant value, and the

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Company has a legitimate interest in protecting future  misappropriation of this
investment by the  Executive.  The Executive  will not disclose any  Proprietary
Information to others outside the Company or use the Proprietary Information for
any unauthorized purposes without written approval by an officer of the Company,
either  during or after  his  employment,  unless  and  until  such  Proprietary
Information has become public knowledge without the fault of the Executive.  The
Executive agrees that all files, letters,  memoranda,  reports,  records,  data,
sketches, drawings, notebooks, notes, specifications, programs, computer program
listings, or other written,  photographic, or other tangible material containing
Proprietary Information, whether created by the Executive or others, which comes
into his custody or possession is the exclusive  property of the Company,  to be
used by the Executive only in the performance of his duties for the Company.

     19. The breach of any provision of this  Agreement by the Company shall not
excuse Executive's compliance with his obligations in Paragraph 18 above.

                        NON-COMPETITION; NON-INTERFERENCE

         20. During the Employment Period and for a period of twelve (12) months
after that  employment  is  terminated  by the Company or the  Executive for any
reason other than the cessation of business by the Company  pursuant to a filing
for bankruptcy protection or liquidation initiated by the Company, the Executive
will not, without the Company's prior written approval, directly or indirectly:

                  (a)  recruit,  solicit  or  knowingly  induce,  or  attempt to
recruit,  solicit or induce,  any  employee,  consultant,  contract or temporary
worker  of  the  Company  to  terminate  his  or her  employment  or  consulting
relationship with, or otherwise cease his or her relationship with, the Company;

                  (b) solicit, contact,  communicate with any person, company or
business that was a supplier or  prospective  supplier,  customer or prospective
customer of the Company, and that the Executive personally solicited, contacted,
communicated  with or  accepted  business  from while he was an  employee of the
Company at any time during the twelve (12) months preceding  termination of this
Employment Agreement, for the purpose of distributing,  marketing or selling any
product or  service  or the  equivalent  of any  product  or service  developed,
produced, distributed, marketed or sold by the Company; or

                  (c) engage (whether for compensation or without  compensation)
as an individual proprietor, partner, stockholder,  officer, employee, director,
joint venturer, investor, lender, or in any other capacity whatsoever (otherwise
than as the holder of not more than five percent  (5%) of the total  outstanding
stock of a publicly-held  company),  in any business which provides  products or
services being sold, licensed or provided (as the case may be) by the Company on
the date of  termination of the  Executive's  employment by the Company or under
development by the Company for commercial release,  sale or licensing within six
months after the Executive's termination of employment.

     21.  The  Executive  acknowledges  and  agrees  that  in  exchange  for the
execution of the  noncompetition  and  non-interference  agreements set forth at
Paragraph 20, the Executive will receive
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<PAGE>

substantial, valuable consideration including: (i) Proprietary Information; (ii)
employment;  (iii) continued  employment;  and (iv) compensation and benefits as
described  above in Paragraphs 1-8. The Executive  acknowledges  and agrees that
this  constitutes  fair and  adequate  consideration  for the  execution  of the
noncompetition and non-interference agreements set forth in Paragraph 20.

         22. The  restrictions  contained in Paragraph 20 are  necessary for the
protection of the business and goodwill of the Company and are considered by the
Executive to be  reasonable  for this  purpose.  The  Executive  agrees that any
breach of Paragraph 20 will cause the Company substantial and irrevocable damage
which cannot be accurately  calculated in monetary damages and,  therefore,  the
Executive  acknowledges  and  agrees  that  the  Company  shall be  entitled  to
immediate  injunctive relief,  either by temporary or permanent  injunction,  to
prevent  such a  violation.  The  Executive  acknowledges  and agrees  that this
injunctive relief shall be in addition to any other legal or equitable relief to
which the Company would be entitled.  The Executive acknowledges and agrees that
the  non-competition and  non-interference  agreements set forth in Paragraph 20
are ancillary to an otherwise enforceable agreement and supported by independent
valuable consideration.  If any restriction set forth in this Paragraph is found
by any court of competent  jurisdiction to be  unenforceable  because it extends
for too long a period of time or over too great a range of  activities or in too
broad a geographic  area, it will be interpreted to extend only over the maximum
period  of time,  range of  activities  or  geographic  areas to which it may be
enforceable.

     23. The breach of any provision of this  Agreement by the Company shall not
excuse Executive's compliance with his obligations in Paragraph 20 above.

                                   TERMINATION

         24. The Executive  acknowledges  and agrees that the Board of Directors
of the Company reserves the right to terminate this Executive  Agreement without
cause  in the sole  discretion  of the  Board of  Directors,  by  providing  the
Executive with written  notice of the  termination,  delivered in person,  or by
registered  U.S. mail to the  Executive's  last known  address  reflected in the
Company's  personnel  records.  Such notice  shall be  effective  upon  personal
delivery or mailing. In the event that the Executive is terminated without cause
by the Company,  the Company shall pay the Executive the Severance  Compensation
and the Executive shall remain bound by the  non-disclosure,  noncompetition and
non- interference provisions of Paragraphs 18 and 20 of this Agreement.

         25. The Company  may  terminate  the  Executive's  employment  with the
Company upon notice for Cause,  whereupon all  compensation  and benefits  under
this Agreement will cease effective as of the date of termination.  For purposes
of this Agreement, "Cause" shall mean:

                  (a) the  conviction  of the  Executive  for, or the entry of a
pleading of guilty or nolo  contendere  by the  Executive  with  respect to, any
felony offense or any crime  involving  money,  other property of the Company or
moral turpitude;

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                  (b) any act of the Executive involving fraud or  embezzlement;

                  (c) the failure of the Executive to substantially  perform the
reasonable  directives of the Company's  Board of Directors  which will not have
been  corrected  within 45 days after the Board of Directors,  by majority vote,
will have  notified the  Executive in writing of its  intention to terminate the
Executive's employment in accordance with the provisions of this Paragraph 25;

                  (d) any material breach of Paragraphs  12-23 of this Agreement
by the  Executive  which will not have been  corrected  within 45 days after the
Board of  Directors,  by majority  vote,  will have  notified  the  Executive in
writing of its intention to terminate the  Executive's  employment in accordance
with the provisions of this Paragraph 25; or

                  (e) the Board  unanimously  determines  and  provides  written
notice to the  effect  that the  Executive  has  engaged  in  grossly  negligent
execution of his duties,  and the  Executive  fails to cure any such  deficiency
after 45 days notice.

         26. The Executive may terminate his employment with the Company for any
of the reasons  which the parties  agree  shall be deemed a  termination  by the
Company without Cause, whereupon the Company shall pay Severance Compensation to
the Executive as of the date of termination:

                  (a) any substantial diminution, or any substantial change in a
manner adverse to the Executive,  of (i) his title,  office or position with the
Company,  (ii) his  salary,  bonus,  or other  benefits,  or (iii)  his  duties,
responsibilities  or employment  condition,  which will not have been  corrected
within 45 days after the Executive shall have notified the Board of Directors in
writing of such breach;

                  (b) any material breach of this Agreement by the Company which
will not have been  corrected  within  45 days  after  the  Executive  will have
notified the Board of Directors  in writing of such  breach,  including  without
limitation  the failure of the Company to pay the  Executive  any portion of his
compensation; or

                  (c) the  Company's  requiring the Executive to be based at any
office or location more than 75 miles from the Company's current main office.

         27. The  Executive  acknowledges  and  agrees  that in the event of the
Executive's death, this Employment Agreement will terminate immediately, without
notice,  on the date of the  Executive's  death whereupon all  compensation  and
benefits under this Agreement will cease effective as of the date of death other
than  compensation  and benefits that had been accrued or to which the Executive
was entitled at the time of death.

         28.  The  Executive   acknowledges  and  agrees  that  this  Employment
Agreement will terminate immediately, without notice, in the event the Executive
becomes  physically  or  mentally   disabled,   as  defined  by  29  C.F.R.  ss.
1630.2(g)(1),  and cannot perform the essential functions of his position,  with
reasonable

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accommodation, whereupon all compensation and benefits under this Agreement will
cease effective as of the date of  determination  of such disability  other than
compensation  and benefits  that had been accrued or to which the  Executive was
entitled at the time of the determination of such disability.

         29.  The  Executive  acknowledges  and  agrees  that  in the  event  of
termination of this Employment  Agreement,  for whatever reason,  whether at the
insistence of the Executive or at the  insistence of the Company,  the Executive
will return to the Company within five (5) business days of the time when notice
of termination  is  communicated  by either party,  the Company Car, any and all
equipment,  literature,  documents,  data, information,  order forms, memoranda,
correspondence,  customer and  prospective  customer lists,  customer's  orders,
records,  cards or notes  acquired,  supplier and  prospective  supplier  lists,
compiled  or coming into the  Executive's  knowledge,  possession  or control in
connection  with his  activities  as an  employee  of the Company as well as all
other materials  received from the Company or from any of its customers,  agents
or suppliers, in connection with such activities.

         30. Both parties  mutually  agree that  neither will make  disparaging,
defamatory or harmful  remarks,  either  verbally or in writing,  regarding each
other during or after termination of this Agreement.

                                 INDEMNIFICATION

         31.   Notwithstanding  any  change  in  the  Company's  Certificate  of
Incorporation or By-Laws,  the Company will indemnify the Executive and hold him
harmless,  at a minimum in  accordance  with the  provisions in effect as of the
date of this  Agreement in the Company's  Certificate of  Incorporation  and By-
Laws,  against  any  losses,  claims,  damages,  liabilities,   costs,  expenses
(including  advancing  from time to time his  attorney's  fees and  expenses  in
advance of the final  disposition  of any claim,  action,  suit,  proceeding  or
investigation),  judgments,  fines and amounts paid in  settlement in connection
with any threatened or actual claim, action, suit,  proceeding or investigation,
whether  civil,  criminal or  administrative,  in which the  Executive is, or is
threatened  to be,  made a party by reason of being or having been a director or
officer of the Company or serving or having served at the request of the Company
as a director,  trustee, officer, employee or agent of another corporation or of
a partnership, joint venture, trust or other enterprise,  including service with
respect to an employee  benefit  plan,  whether the basis of such  proceeding is
alleged action or failure to act in an official capacity as a director, trustee,
officer employee or agent, PROVIDED that the Company will have choice of counsel
in any such action.  The  obligations  of the Company under this  Paragraph will
survive the termination of this Agreement.  Notwithstanding  the foregoing,  the
Company  will not be  obligated to  indemnify  the  Executive  beyond the extent
permissible under Section 145 of the Delaware General  Corporation Law and other
applicable law, including, without limitation, applicable securities law.

                                  SEVERABILITY

         32. The Executive  acknowledges  and agrees that each  covenant  and/or
provision of this  Employment  Agreement shall be enforceable  independently  of
every other covenant and/or provision.  Furthermore,  the Executive acknowledges
and agrees that, in the event any covenant and/or provision of

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this Employment  Agreement is determined to be unenforceable for any reason, the
remaining  covenants  and/or  provisions  will  remain  effective,  binding  and
enforceable.

                           WAIVER; NO DUTY TO MITIGATE

         33.  The  Executive  acknowledges  and agrees  that the  failure of the
Company  to  enforce  any  provision  of this  Employment  Agreement  shall  not
constitute a waiver of that particular provision,  or of any other provisions of
this Employment Agreement.

         34. The  Executive  will not be required to mitigate  the amount of any
payment  contemplated by this Agreement (whether by seeking new employment or in
any other manner), nor will any such payment be reduced by any earnings that the
Executive may receive from any other source.

                             SUCCESSORS AND ASSIGNS

         35. Subject to Paragraph 3, the Executive  acknowledges and agrees that
this   Employment   Agreement   may  be   assigned   by  the   Company   to  any
successor-in-interest, without the notice or consent of the Executive, and shall
inure to the  benefit  of, and be fully  enforceable  by, any  successor  and/or
assignee.

         36. The Executive acknowledges and agrees that his obligations,  duties
and responsibilities  under this Employment Agreement are personal and shall not
be  assignable.  In the  event  of the  Executive's  death or  disability,  this
Employment  Agreement shall be enforceable by the Executive's estate,  executors
and/or legal representatives, to the extent provided herein.

                           ARBITRATION; CHOICE OF LAW

         37. Both parties  acknowledge  and agree that the law of  Massachusetts
will  govern  the  validity,   interpretation  and  effect  of  this  Employment
Agreement,  and any other dispute relating to, or arising out of, the employment
relationship  between the Company and the Executive.  The parties agree that any
controversy,  claim  or  dispute  arising  out  of or  relating  to  Executive's
employment  hereunder,  or the termination of such employment will be settled by
arbitration  before a  mutually  selected  arbitrator  to be held in the City of
Boston, Massachusetts in accordance with the Commercial Arbitration Rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having jurisdiction,  and the parties consent to
the non-exclusive  jurisdiction of the courts of Massachusetts for this purpose.
The  arbitrator  will  determine  whether  and which  party or  parties  will be
entitled to costs and expenses (including  reasonable attorneys' fees) resulting
from such dispute or controversy. HOWEVER, if such controversy, claim or dispute
involves a claim for injunctive relief under the non- disclosure, noncompetition
or non-interference provisions at Paragraphs 18 and 20, both the Company and the
Executive shall have the express right to file and litigate such action in state
or federal court and disregard the arbitration provisions of this Paragraph 37.

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                                  MODIFICATION

         38. Both parties  acknowledge and agree that this Employment  Agreement
constitutes  the complete  and entire  agreement  between the parties;  that the
parties have executed this Employment Agreement based upon the express terms and
provisions  set  forth  herein;   that  the  parties  have  not  relied  on  any
representations,  oral or  written,  which are not set forth in this  Employment
Agreement;  that no previous agreement,  either oral or written,  shall have any
effect on the terms or provisions  of this  Employment  Agreement;  and that all
previous  agreements,  either  oral or written,  are  expressly  superseded  and
revoked by this Employment Agreement.

         39.  Both  parties  acknowledge  and agree  that the  covenants  and/or
provisions of this  Employment  Agreement may not be modified by any  subsequent
agreement unless the modifying  agreement:  (i) is in writing;  (ii) contains an
express  provision  referencing this Employment  Agreement;  (iii) is signed and
executed by the Chairman of the Board of the Company, as a representative of the
Company;  (iv) is signed by the  Executive;  and (v) is approved by the Board of
Directors of the Company.

                               LEGAL CONSULTATION

         40.  The  Executive  and the  Company  acknowledge  and agree that both
parties have been afforded a reasonable  opportunity  to review this  Employment
Agreement with legal counsel prior to executing the agreement.

         ENTERED INTO AS OF THIS ____ DAY OF JANUARY 2000.


EXECUTIVE



---------------------------
Richard A. Langevin

AUTHORISZOR INC.


By:
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Name:
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Title:
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