EXECUTION COPY

                          REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement ("Agreement") is entered into this ___ day of
_______  2000,  by and among  Authoriszor  Inc.,  a  Delaware  corporation  (the
"Company") and Beeson Gregory Limited, a company registered in England and Wales
("BG").

         WHEREAS,  The  Company  has  agreed  to issue  and  sell to  purchasers
arranged  by BG upon the terms set forth in a placing  agreement  dated the date
hereof (the "Placing Agreement"),  2,727,273 shares (the "Securities") of common
stock,  par  value  $.01  per  share,  of the  Company  ("Common  Stock")  (such
transaction being referred to as the Initia1 Placement"); and

         WHEREAS, As an inducement to BG to enter into the Placing Agreement and
in satisfaction of a condition to its obligations thereunder, the Company agrees
with BG, (i) for BG's benefit and the benefit of any  subsequent  successors  or
assigns of BG and (ii) for the benefit of the  holders  from time to time of the
Securities  (including  BG) (each of the  foregoing a "Holder"  and together the
"Holders"),   to  grant  certain  registration  rights  and  to  assume  certain
obligations as contained in this Agreement; and

         THEREFORE,  in light of the mutual  covenants  contained herein and for
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows.

1.   Definitions.  Capitalized  terms used herein without  definition shall have
     their respective meanings set forth in the Purchase  Agreement.  As used in
     this  Agreement,  the  following  capitalized  defined terms shall have the
     following meanings:

         "Act" means the Securities  Act of 1933, as amended,  and the rules and
         regulations of the Commission promulgated thereunder.

         "Affiliate"  of any  specified  person  means any other  person  which,
         directly or indirectly,  controls, is controlled by, or is under common
         control with, such specified person. For purposes of this

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         definition, control of a person means the power, direct or indirect, to
         direct or cause the  direction of the  management  and policies of such
         person  whether by contract or otherwise;  and the terms  "controlling"
         and "controlled" have meanings correlative to the foregoing.

         "Closing  Date" means the date on which the Securities are first issued
         and sold by the Company.

         "Commission" means the United States Securities and Exchange Commission


         "Demand Registration Period" has the meaning set forth in Section 3(c).

         "Demand Registration  Statement" means a registration  statement of the
         Company  on  an  appropriate  form  other  than  a  Shelf  Registration
         Statement  pursuant  to  the  provisions  of  Section  3  hereof  which
         registers  the  offer and sale of some or all of the  Securities  in an
         underwritten public offering thereof on an appropriate form,  including
         amendments and supplements to such  registration  statement,  including
         post-effective  amendments,  in  each  case  including  the  Prospectus
         contained therein,  all exhibits thereto and all material  incorporated
         by reference therein.

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
         and the rules and regulations of the Commission promulgated thereunder.

         "Final Memorandum" has the meaning set forth in the Placing Agreement.

         "Holder" has the meaning set forth in the preamble.

         "Holders, Counsel" has the meaning set forth in Section 5.

         "Initial Placement" has the meaning set forth in the preamble hereto.

         "Majority  Holders" means the Holders of a majority of the total number
         of Securities registered under a Registration Statement.

         "Managing  Underwriters"  means the  investment  banker  or  investment
         bankers and manager or managers that shall  administer an  underwritten
         offering.

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         "Prospectus"   means  the  prospectus   included  in  any  Registration
         Statement (including,  without limitation,  a prospectus that discloses
         information  previously  omitted from a prospectus  filed as part of an
         effective  registration  statement in reliance upon Rule 430A under the
         Act), as amended or  supplemented  by any prospectus  supplement,  with
         respect to the terms of the  offering of any portion of the  Securities
         covered  by  such  Registration  Statement,   and  all  amendments  and
         supplements to the Prospectus, including post-effective amendments.

         "Registrable  Securities" means all shares of Common Stock owned by the
         Holders, including the Securities;  provided,  however, that each share
         of Common Stock shall cease to be a  Registrable  Security when (i) its
         offer and sale has been effectively registered under the Securities Act
         and it  has  been  disposed  of in  accordance  with  the  Registration
         Statement covering it; (ii) it is distributed to the public pursuant to
         Rule  144  promulgated   under  the  Securities  Act  (or  any  similar
         provisions  then in force) under the Securities Act or otherwise if, as
         a result of or following  any sale  referred to in this clause (ii), no
         restriction on transfer exists under the Securities Act with respect to
         such  shares  or  (iii)  it is  eligible  for  resale  under  Rule  144
         promulgated under the Securities Act (or other similar  provisions then
         in force under the Securities  Act) and the aggregate  number of shares
         of Common Stock held by the holder thereof  constitutes less than 1% of
         the total number of shares of Common Stock then  outstanding;  provided
         further,  that for  purposes of this  definition  "Common  Stock" shall
         include all shares of capital stock convertible  into,  exercisable for
         or exchangeable into Common Stock.

         "Registration  Statement"  means any  Reoffer  Registration  Statement,
         Demand  Registration  Statement or Shelf  Registration  Statement on an
         appropriate  form that  covers any of the  Securities  pursuant  to the
         provisions  of  this  Agreement,  amendments  and  supplements  to such
         registration statement,  including post-effective  amendments,  in each
         case including the Prospectus  contained therein,  all exhibits thereto
         and all material incorporated by reference therein.

         "Reoffer Registration Period" means the period during which the Reoffer
         Registration  Statement is  effective,  exclusive of any period  during
         which any stop order shall be in effect suspending the effectiveness of
         the Reoffer Registration Statement.

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         "Reoffer Registration  Statement" means a registration statement of the
         Company on an appropriate  form under the Act with respect to the offer
         and  sale  of  the  Securities  by  the  Holders,  all  amendments  and
         supplements to such registration  statement,  including  post-effective
         amendments,  in each case including the Prospectus  contained  therein,
         all  exhibits  thereto  and  all  material  incorporated  by  reference
         therein.

         "Securities" has the meaning set forth in the preamble.

         "Shelf Registration" means a registration  effected pursuant to Section
         3 hereof.

         "Shelf  Registration  Period" has the meaning set forth in Section 3(b)
         hereof.

         "Shelf Registration  Statement" means a "shelf" registration  statement
         of the Company  pursuant to the  provisions  of Section 3 hereof  which
         covers some or all of the Securities on an appropriate  form under Rule
         415 promulgated  under the Act, or any similar rule that may be adopted
         by the  Commission,  amendments and  supplements  to such  registration
         statement,  including post-effective amendments, in each case including
         the Prospectus contained therein, all exhibits thereto and all material
         incorporated by reference therein.

         "underwriter" means any underwriter of Securities in connection with an
         offering thereof.


2.       Reoffer Registration Statement.

(a)  The Company  shall  prepare and shall file with the  Commission  as soon as
     reasonably practicable, but in any event, not later than that date which is
     thirty (30) calendar days after the Closing Date, the Reoffer  Registration
     Statement  with  respect  to the  offer and sale of the  Securities  by the
     Holders thereof on such date from time to time, in brokerage  transactions,
     over  a  stock  exchange,  utilising  the  facilities  of  an  inter-dealer
     quotation  system, in an underwritten  offering or in privately  negotiated
     off-market  transactions.  The Company shall cause the Reoffer Registration
     Statement to become  effective under the Act not later than that date which
     is sixty  (60) days  after the  Reoffer  Registration  Statement  is filed;
     provided that if BG determines,  such  determination to be made reasonably,
     that the

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     Company is acting in good faith to cause the Reoffer Registration Statement
     to be declared effective such date will be extended to 90 days after filing
     thereof.

(b)  The Company  shall use its best  efforts to keep the  Reoffer  Registration
     Statement  continuously effective in order to permit the Prospectus forming
     part  thereof  to be usable by  Holders  for a period of two years from the
     date the  Reoffer  Registration  Statement  is  declared  effective  by the
     Commission.  The Company  shall be deemed not to have used its best efforts
     to keep the Reoffer  Registration  Statement effective during the requisite
     period if it  voluntarily  takes any action that would result in Holders of
     securities covered thereby not being able to offer and sell such securities
     during that period, unless (i) such action is required by applicable law or
     (ii)  such  action  is taken by the  Company  in good  faith  and for valid
     business  reasons (not  including  avoidance of the  Company's  obligations
     hereunder),  including,  without limitation, the acquisition or divestiture
     of assets,  so long as the Company  promptly  thereafter  complies with the
     requirements of Section 4(k) hereof, if applicable.


3.   Demand  Registration  and Shelf  Registration.  If,  (i) for any reason the
     Reoffer  Registration  Statement  is not filed with the  Commission  or the
     Reoffer Registration Statement is not declared effective, in each instance,
     within the time  periods  prescribed  in Section  2(a) or (iii) the Reoffer
     Registration  Statement  ceases  to be  effective  so that  the  Prospectus
     contained  therein is not usable by the Holders for offers and sales of the
     Securities  during the time period prescribed in Section 2(b); or (iii) any
     of the  Securities  remain  Registrable  Securities  following  the Reoffer
     Registration  Period,  then if any  Holder  so  requests  with  respect  to
     Securities which remain Registrable Securities the following will apply:

         (a)      The Company shall as promptly as practicable  (but in no event
                  not  more  than 30  days  after  so  requested  by any  Holder
                  pursuant  to this  Section  3) file  with the  Commission  and
                  thereafter  shall use its best efforts to cause to be declared
                  effective  under the Act,  at the  election  of the  Holder so
                  requesting,   a  Demand  Registration  Statement  or  a  Shelf
                  Registration  Statement  relating to the offer and sale of the
                  Securities  or  any  other   Registrable   Securities  by  the
                  requesting Holder from time to time in accordance with the

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                  methods of  distribution  elected by such Holder and set forth
                  in such Demand  Registration  Statement or Shelf  Registration
                  Statement;  provided,  that if permitted  under the Act and by
                  the  Commission,  the Company may file a pre or post effective
                  amendment or supplement to the Reoffer Registration  Statement
                  if such action would completely  fulfil its obligations  under
                  this Section 3.

(b)  The  Company  shall use its best  efforts  to keep the  Shelf  Registration
     Statement  continuously effective in order to permit the Prospectus forming
     part  thereof  to be usable by  Holders  for a period of two years from the
     date  the  Shelf  Registration  Statement  is  declared  effective  by  the
     Commission  or  such  shorter  period  that  will  terminate  when  all the
     Securities  or any  other  Registrable  Securities  covered  by  the  Shelf
     Registration  Statement  have been sold pursuant to the Shelf  Registration
     Statement  (in  any  such  case,   such  period  being  called  the  "Shelf
     Registration  Period").  The  Company  shall be deemed not to have used its
     best efforts to keep the Shelf Registration  Statement effective during the
     requisite  period if it  voluntarily  takes any action that would result in
     Holders of securities covered thereby not being able to offer and sell such
     securities  during  that  period,  unless (i) such  action is  required  by
     applicable  law or (ii) such  action is taken by the  Company in good faith
     and for valid business  reasons (not  including  avoidance of the Company's
     obligations hereunder),  including,  without limitation, the acquisition or
     divestiture of assets, so long as the Company promptly  thereafter complies
     with the requirements of Section 4(k) hereof, if applicable.

(c)  The  Company  shall use its best  efforts to keep the  Demand  Registration
     Statement  continuously effective in order to permit the Prospectus forming
     part thereof to be usable by Holders until all the  Securities or any other
     Registrable  Securities covered by the Demand  Registration  Statement have
     been sold pursuant to the Demand Registration  Statement (in any such case,
     such period being  called the "Demand  Registration  Period").  The Company
     shall  be  deemed  not to have  used its best  efforts  to keep the  Demand
     Registration   Statement  effective  during  the  requisite  period  if  it
     voluntarily  takes any action  that would  result in Holders of  securities
     covered thereby not being able to offer and sell

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     such securities  during that period,  unless (i) such action is required by
     applicable  law or (ii) such  action is taken by the  Company in good faith
     and for valid business  reasons (not  including  avoidance of the Company's
     obligations hereunder),  including,  without limitation, the acquisition or
     divestiture of assets, so long as the Company promptly  thereafter complies
     with the requirements of Section 4(k) hereof, if applicable.

4.   Registration   Procedures.   In  connection  with  any  Shelf  Registration
     Statement and, to the extent applicable, any Reoffer Registration Statement
     and any Demand  Registration  Statement,  the  following  provisions  shall
     apply:

         (a)      The Company  shall  furnish to BG and any  applicable  Holder,
                  prior to the filing thereof with the Commission, a copy of any
                  Registration  Statement,  and each amendment  thereof and each
                  amendment or supplement,  if any, to the  Prospectus  included
                  therein and shall use its best efforts to reflect in each such
                  document, when so filed with the Commission,  such comments as
                  BG or the Majority Holders may reasonably and timely propose.

(b)  The  Company  shall  ensure  that (i) any  Registration  Statement  and any
     amendment thereto and any Prospectus forming part thereof and any amendment
     or supplement  thereto  complies in all material  respects with the Act and
     the rules and regulations  thereunder,  (ii) any Registration Statement and
     any  amendment  thereto  does not,  when it becomes  effective,  contain an
     untrue  statement  of a  material  fact or omit to  state a  material  fact
     required to be stated therein or necessary to make the  statements  therein
     not misleading and (iii) any  Prospectus  forming part of any  Registration
     Statement,  and any amendment or supplement  to such  Prospectus,  does not
     include an untrue  statement of a material fact or omit to state a material
     fact  necessary  in  order  to make  the  statements,  in the  light of the
     circumstances under which they were made, not misleading.

(c)  (1) The  Company  shall  advise BG and the  Holders of  securities  covered
     thereby, and, if requested by BG or any such Holder, confirm such advice in
     writing:

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(i)  when a Registration Statement and any amendment thereto has been filed with
     the Commission and when the  Registration  Statement or any  post-effective
     amendment thereto has become effective; and

(ii) of any request by the  Commission  for  amendments  or  supplements  to the
     Registration Statement or the Prospectus included therein or for additional
     information.

(2)  The Company shall advise BG and the Holders of securities  covered thereby,
     and if requested by your or such Holder, confirm such advice in writing:

(i)  of the  issuance  by  the  Commission  of any  stop  order  suspending  the
effectiveness of the Registration Statement or the initiation of any proceedings
for that purpose;

(ii) of the  receipt by the  Company  of any  notification  with  respect to the
     suspension of the qualification of the securities included therein for sale
     in any  jurisdiction or the initiation or threatening of any proceeding for
     such purpose; and

(iii)of the  happening  of any event that  requires the making of any changes in
     the Registration  Statement or the Prospectus so that, as of such date, the
     statements  therein are not  misleading and do not omit to state a material
     fact  required to be stated  therein or  necessary  to make the  statements
     therein (in the case of the Prospectus,  in the light of the  circumstances
     under  which  they  were  made)  not  misleading  (which  advice  shall  be
     accompanied by an  instruction  to suspend the use of the Prospectus  until
     the requisite changes have been made).

(d)  The  Company  shall use its best  efforts to obtain the  withdrawal  of any
     order suspending the  effectiveness  of any  Registration  Statement at the
     earliest possible time.

(e)  The Company shall furnish to each Holder of securities  included within the
     coverage  of any  Reoffer  Registration  Statement  or  Shelf  Registration
     Statement, without charge, at least one copy of such Registration Statement
     and any post-effective amendment thereto, including

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     financial  statements  and  schedules,  and,  if the Holder so  requests in
     writing,  any documents  incorporated by reference therein and all exhibits
     (including those incorporated by reference therein).

(f)  The Company  shall,  during the Reoffer  Registration  Period and the Shelf
     Registration  Period,  deliver to each Holder of securities included within
     the coverage of any Reoffer  Registration  Statement or Shelf  Registration
     Statement, without charge, as many copies of the Prospectus (including each
     preliminary  Prospectus)  included in such  Registration  Statement and any
     amendment or supplement thereto as such Holder may request; and the Company
     consents  to the  use of the  Prospectus  or any  amendment  or  supplement
     thereto by each of the Holders  selling  securities in connection  with the
     offer and sale of the securities covered by the Prospectus or any amendment
     or supplement thereto.

(g)  The Company shall furnish to each Holder of securities  included within the
     coverage  of  any  Demand  Registration   Statement  and  to  the  Managing
     Underwriter,  without  charge,  at  least  one  copy of  such  Registration
     Statement and any  post-effective  amendment thereto,  including  financial
     statements  and schedules,  and, if the Holder so requests in writing,  any
     documents  incorporated  by reference  therein and all exhibits  (including
     those incorporated by reference therein).

(h)  The Company shall furnish to each Holder of securities  included within the
     coverage  of  any  Demand  Registration   Statement  and  to  the  Managing
     Underwriter,  without charge,  as many copies of the Prospectus  (including
     each preliminary  Prospectus)  included in such Registration  Statement and
     any  amendment  or  supplement  thereto as such Holder or  underwriter  may
     request;  and the  Company  consents  to the use of the  Prospectus  or any
     amendment  or  supplement  thereto  by  each  of  the  selling  Holders  of
     securities  or  underwriter  in  connection  with the offer and sale of the
     securities  covered  by the  Prospectus  or  any  amendment  or  supplement
     thereto.

(i)  Prior to any offering of securities pursuant to any Registration Statement,
     the Company  shall  register or qualify or  co-operate  with the Holders of
     securities included therein and

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     Holders'  Counsel in connection with the  registration or  qualification of
     such securities for offer and sale under the securities or blue sky laws of
     such jurisdictions as any such Holder reasonably requests in writing and do
     any and all other acts or things necessary or advisable to enable the offer
     and  sale  in  such   jurisdictions  of  the  securities  covered  by  such
     Registration  Statement;  provided,  however,  that the Company will not be
     required to qualify  generally to do business in any jurisdiction  where it
     is not then so qualified  or to take any action  which would  subject it to
     general service of process or to taxation in any such jurisdiction where it
     is not then so subject.

(j)  The Company shall  co-operate  with the Holders of Securities to facilitate
     the timely preparation and delivery of certificates representing Securities
     to be sold pursuant to any  Registration  Statement free of any restrictive
     legends and in such  denominations  and registered in such names as Holders
     may request  prior to sales of  securities  pursuant  to such  Registration
     Statement.

(k)  Upon the occurrence of any event  contemplated  by paragraph  2(b), 3(b) or
     4(c)(2)(iii)  above,  the Company shall promptly  prepare a  post-effective
     amendment to any  Registration  Statement or an amendment or  supplement to
     the related  Prospectus  or file any other  required  document so that,  as
     thereafter  delivered to purchasers of the securities included therein, the
     Prospectus will not include an untrue  statement of a material fact or omit
     to state any material fact necessary to make the statements therein, in the
     light of the circumstances under which they were made, not misleading.

(1)  Not  later  than  the  effective  date of any such  Registration  Statement
     hereunder, the Company shall provide a CUSIP number for the Securities,  as
     the case may be, registered under such Registration Statement,  and provide
     printed  certificates for such  Securities,  in a form, if requested by the
     applicable  Holder or  Holder's  Counsel,  eligible  for  deposit  with The
     Depository Trust Company.

(m)  The Company shall use its best efforts to comply with all applicable  rules
     and  regulations  of the  Commission  to the extent and so long as they are
     applicable to the Reoffer

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     Registration  Statement,  any Demand  Registration  Statement  or any Shelf
     Registration  Statement or the transactions  contemplated  thereby and will
     make generally  available to its security  holders a consolidated  earnings
     statement  (which  need not be  audited)  covering  a  twelve-month  period
     commencing  after the  effective  date of any  Registration  Statement  and
     ending not later than 15 months  thereafter,  as soon as practicable  after
     the end of such period, which consolidated earnings statement shall satisfy
     the provisions of Section 11(a) of the Securities Act.

(n)  Each  Holder  of  Registrable   Securities  to  be  sold  pursuant  to  any
     Registration  Statement  shall  furnish  to the  Company  such  information
     regarding  such  Holder  and the  distribution  of such  securities  as the
     Company  may from time to time  reasonably  require for  inclusion  in such
     Registration   Statement  (and  shall  promptly   correct  any  information
     previously   furnished  if  the  inclusion  of  such  information  in  such
     Registration Statement would be materially misleading), and the Company may
     exclude from such Registration  Statement the Securities of any Holder that
     fails to furnish such information after receiving a request therefor.

(o)  The Company  shall,  if  requested,  promptly  incorporate  in a Prospectus
     supplement or post-effective  amendment to a Registration  Statement,  such
     information as the Managing  Underwriter,  if applicable,  and the Majority
     Holders  agree  should be  included  therein  and shall  make all  required
     filings of such Prospectus  supplement or post-effective  amendment as soon
     as notified of the matters to be incorporated in such Prospectus supplement
     or post-effective amendment.

(p)  In the case of any  Registration  Statement,  the Company  shall enter into
     such agreements and take all other appropriate actions in order to expedite
     or facilitate the registration or the disposition of the Securities, and in
     connection therewith,  if an underwriting  agreement is entered into, cause
     the same to  contain  indemnification  provisions  and  procedures  no less
     favourable  than  those  set  forth  in  Section  6 hereof  (or such  other
     provisions  and  procedures  acceptable  to the  Majority  Holders  and the
     Managing Underwriters, if any),

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     with respect to all parties to be indemnified  pursuant to Section 6 hereof
     from Holders of Securities to the Company.

(q)  In the case of any Shelf  Registration  Statement  or  Demand  Registration
     Statement,  the Company shall (i) make reasonably  available for inspection
     by the Holders of securities to be registered  thereunder,  any underwriter
     participating in any disposition  pursuant to such Registration  Statement,
     and any attorney,  accountant or other agent retained by the Holders or any
     such  underwriter  all  relevant  financial  and other  records,  pertinent
     corporate  documents and  properties  of the Company and its  subsidiaries;
     (ii) cause the  Company's  officers,  directors and employees to supply all
     relevant  information  reasonably  requested  by the  Holders  or any  such
     underwriter,  attorney,  accountant or other agent in  connection  with any
     such  Registration  Statement  as is  customary  for similar due  diligence
     examinations;  provided , however,  that any information that is designated
     in writing by the Company,  in good faith,  as  confidential at the time of
     delivery of such information  shall be kept  confidential by the Holders or
     any such  underwriter,  attorney,  accountant  or other agent,  unless such
     disclosure  is made in  connection  with a court  proceeding or required by
     law, or such  information  becomes  available  to the public  generally  or
     through   a   third   party   without   an   accompanying   obligation   of
     confidentiality;  (iii) make such  representations  and  warranties  to the
     Holders of securities registered  thereunder and the underwriters,  if any,
     in  form,  substance  and  scope  as are  customarily  made by  issuers  to
     underwriters  in primary  underwritten  offerings;  (iv) obtain opinions of
     counsel to the Company  (which  counsel and  opinions  (in form,  scope and
     substance) shall be reasonably  satisfactory to the Managing  Underwriters,
     or if there is no Managing Underwriter,  the Majority Holders) addressed to
     each selling Holder and the underwriters,  if any, covering such matters as
     are customarily covered in opinions requested in underwritten offerings and
     such other  matters as may be  reasonably  requested  by such  Holders  and
     underwriters;  (v) obtain  "cold  comfort"  letters (or, in the case of any
     person that does not satisfy the conditions for receipt of a "cold comfort"
     letter specified in Statement on Auditing Standards No. 72, an "agreed-upon
     procedures  letter")  and updates  thereof from the  independent  certified
     public accountants of the Company (and, if necessary, any other independent
     certified public accountants of

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     any  subsidiary  of the Company or of any business  acquired by the Company
     for which  financial  statements and financial data are, or are required to
     be,  included in the  Registration  Statement),  addressed  to each selling
     Holder of securities registered thereunder and the underwriters, if any, in
     customary  form and  covering  matters of the type  customarily  covered in
     "cold comfort" letters in connection with primary  underwritten  offerings;
     and (vi) deliver  such  documents  and  certificates  as may be  reasonably
     requested by the Majority  Holders and the Managing  Underwriters,  if any,
     including  those to  evidence  compliance  with  Section  4(k) and with any
     customary  conditions  contained  in the  underwriting  agreement  or other
     agreement  entered into by the Company.  The foregoing actions set forth in
     clauses  (iii),  (iv), (v) and (vi) of this Section 4(q) shall be performed
     at  (A)  the  effective  date  of  such  Registration  Statement  and  each
     post-effective   amendment   thereto  and  (B)  each   closing   under  any
     underwriting or similar agreement as and to the extent required thereunder.

(r)  In the case of the Reoffer  Registration  Statement,  the Company shall (i)
     make reasonably  available for inspection by each Holder, and any attorney,
     accountant or other agent retained by such Holder,  all relevant  financial
     and other  records,  pertinent  corporate  documents and  properties of the
     Company and its subsidiaries;  (ii) cause the Company's officers, directors
     and employees to supply all relevant  information  reasonably  requested by
     such Holder or any such  attorney,  accountant or other agent in connection
     with the Reoffer  Registration  Statement as is  customary  for similar due
     diligence  examinations;  provided,  however,  that any information that is
     designated in writing by the Company, in good faith, as confidential at the
     time of delivery of such  information  shall be kept  confidential  by such
     Holder  or any such  attorney,  accountant  or  other  agent,  unless  such
     disclosure  is made in  connection  with a court  proceeding or required by
     law, or such  information  becomes  available  to the public  generally  or
     through   a   third   party   without   an   accompanying   obligation   of
     confidentiality;  (iii) make such  representations  and  warranties  to the
     Holders, in form, substance and scope as are customarily made by issuers to
     underwriters  in primary  underwritten  offerings;  (iv) obtain opinions of
     counsel to the Company,  which  counsel and  opinions  (in form,  scope and
     substance) shall be reasonably

                         13

<PAGE>

     satisfactory  to the Majority  Holders and their counsel,  addressed to all
     Holders,  covering  such  matters as are  customarily  covered in  opinions
     requested  in  underwritten  offerings  and such  other  matters  as may be
     reasonably  requested by the Majority Holders or their counsel;  (v) obtain
     "cold comfort" letters and updates thereof front the independent  certified
     public accountants of the Company (and, if necessary, any other independent
     certified  public  accountants  of any  subsidiary of the Company or of any
     business  acquired  by the  Company  for  which  financial  statements  and
     financial  data are, or are  required to be,  included in the  Registration
     Statement),  addressed  to the  Holders,  in  customary  form and  covering
     matters  of the type  customarily  covered  in "cold  comfort"  letters  in
     connection  with  primary  underwritten  offerings,  or if requested by the
     Majority  Holders or their counsel in lieu of a "cold comfort"  letter,  an
     agreed-upon procedures letter under Statement on Auditing Standards No. 35,
     covering matters  requested by the Majority  Holders or their counsel;  and
     (vi) deliver such documents and certificates as may be reasonably requested
     by the  Majority  Holders or their  counsel,  including  those to  evidence
     compliance with Section 4(k) and with conditions  customarily  contained in
     underwriting agreements.  The foregoing actions set forth in clauses (iii),
     (iv),  (v),  and  (vi) of this  Section  4(r)  shall  be  performed  at the
     effective date of the Reoffer Registration Statement and the effective date
     of any post-effective amendment to the Reoffer Registration Statement.

5.   Registration  Expenses.  The Company  shall bear all  expenses  incurred in
     connection with the performance of its obligations  under Sections 2, 3 and
     4 hereof and, in the event of the Reoffer  Registration  Statement  and any
     Shelf  Registration  Statement  or  Demand  Registration  Statement,   will
     reimburse the Holders for the reasonable fees and disbursements of one firm
     or counsel (in addition to one local counsel in each relevant jurisdiction)
     designated  by the  Majority  Holders  to act as  counsel  for  Holders  in
     connection therewith ("Holders' Counsel") up to $20,000.

6.   Indemnification and Contribution.

(a)  In connection with any  Registration  Statement,  the Company,  jointly and
     severally,  agree to indemnify  and hold harmless each Holder of securities
     covered thereby, the directors, officers, employees and agents of each such
     Holder and each other person, if any, who

                          14

<PAGE>

(1)  controls  any such  Holder  within  the  meaning  of  Section 15 the Act or
     Section 20 of the Exchange Act against any and all losses,  claims, damages
     or liabilities,  joint or several,  to which they or any of them may become
     subject under the Act, the Exchange Act or other federal or state statutory
     law or  regulation,  at common law or  otherwise,  insofar as such  losses,
     claims, damages or liabilities (or actions in respect thereof) arise out of
     or are based upon any untrue  statement  or alleged  untrue  statement of a
     material fact contained in the  Registration  Statement as originally filed
     or  in  any  amendment  thereof,  or  in  any  preliminary   Prospectus  or
     Prospectus, or in any amendment thereof or supplement thereto, or arise out
     of or are based upon the  omission or alleged  omission to state  therein a
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein  not  misleading,  and  agrees to  reimburse  each such
     indemnified party, as incurred,  for any legal or other expenses reasonably
     incurred by them in  connection  with  investigating  or defending any such
     loss, claim, damage, liability or action;  provided,  however, that (i) the
     Company  will not be liable in any case to the  extent  that any such loss,
     claim,  damage or liability  arises out of or is based upon any such untrue
     statement or alleged untrue  statement or omission or alleged omission made
     therein  in  reliance  upon  and in  conformity  with  written  information
     furnished  to the Company by or on behalf of any such  Holder  specifically
     for  inclusion  therein  and (ii) the  Company  shall  not be liable to any
     indemnified  party  under  this  indemnity  agreement  with  respect to the
     Registration  Statement  or  Prospectus  to the extent  that any such loss,
     claim, damage or liability of such indemnified party results solely from an
     untrue  statement  of a material  fact  contained  in, or the omission of a
     material fact from, the  Registration  Statement or Prospectus which untrue
     statement  or  omission  was  corrected  in  an  amended  or   supplemented
     Registration  Statement or  Prospectus,  if the person  alleging such loss,
     claim,  damage  or  liability  was not  sent or  given,  at or prior to the
     written  confirmation  of such sale, a copy of the amended or  supplemented
     Registration   Statement  or  Prospectus  if  the  Company  had  previously
     furnished  copies  thereof to such  indemnified  party and if delivery of a
     prospectus  is  required  by the Act and was not so  made.  This  indemnity
     agreement  will be in  addition  to any  liability  which the  Company  may
     otherwise have.

                                   15


<PAGE>



(b)  Each Holder of securities covered by a Registration Statement severally but
     not jointly agrees to indemnify and hold harmless (i) the Company (ii) each
     of the Company's directors,  (iii) each of the Company's officers who signs
     such  Registration  Statement  and (iv)  each  other  person,  if any,  who
     controls the Company within the meaning of Section 15 of the Act or Section
     20 of the Exchange Act to the same extent as the foregoing  indemnity  from
     the  Company  to each such  Holder,  but only  with  reference  to  written
     information  relating  to such  Holder  furnished  to the  Company by or on
     behalf of such Holder  specifically for inclusion in the documents referred
     to in the foregoing indemnity. This indemnity agreement will be in addition
     to any liability which any such Holder may otherwise have.

(c)  Promptly  after  receipt by an  indemnified  party under this  Section 6 of
     notice of the commencement of any action, such indemnified party will, if a
     claim in respect thereof is to be made against the indemnifying party under
     this  Section  6,  notify  the   indemnifying   party  in  writing  of  the
     commencement  thereof;  but the failure so to notify the indemnifying party
     (i) will not relieve it from  liability  under  paragraph  (a) or (b) above
     unless and to the extent it did not otherwise learn of such action and such
     failure results in the forfeiture by the indemnifying  party of substantial
     rights  and  defences  and  (ii)  will  not,  in  any  event,  relieve  the
     indemnifying party from any obligations to any indemnified party other than
     the indemnification  obligation provided in paragraph (a) or (b) above. The
     indemnifying  party  shall be  entitled  to appoint as counsel  one firm of
     attorneys of the indemnifying  party's choice at the  indemnifying  party's
     expense,   which   counsel,   together  with  one  local  counsel  in  each
     jurisdiction,  shall act on behalf of all the  indemnified  parties  in any
     action for which indemnification is sought (in which case the indemni-fying
     party shall not thereafter be responsible  for the fees and expenses of any
     separate counsel  retained by the  indem-nified  party or parties except as
     set forth below); provided,  however, that such counsel shall be reasonably
     satisfactory to the indemnified  party.  Notwithstanding  the  indemnifying
     party's  election to appoint counsel to represent the indemnified  party in
     an action,  the  indemnified  party shall have the right to employ separate
     counsel  (including local counsel),  and the indemnifying  party shall bear
     the reasonable fees, costs and expenses of such separate

                                      16

<PAGE>

     counsel  (and  local  counsel)  if (i) the  use of  counsel  chosen  by the
     indemnifying  party to represent the  indemnified  party would present such
     counsel  with  a  conflict  of  interest,  (ii)  the  actual  or  potential
     defendants in, or targets of, any such action include both the  indemnified
     party and the  indemnifying  party and the  indemnified  party  shall  have
     reasonably  concluded  that  there may be legal  defences  available  to it
     and/or other indemnified  parties which are different from or additional to
     those available to the indemnifying  party,  (iii) the  indemnifying  party
     shall not have employed counsel reasonably  satisfactory to the indemnified
     party to represent  the  indemnified  party within a reasonable  time after
     notice of the  institution  of such action or (iv) the  indemnifying  party
     shall  authorize the indemnified  party to employ  separate  counsel at the
     expense of the  indemnifying  party. No indemnifying  party shall be liable
     for any settlement of any such action effected  without its written consent
     (which consent shall not be unreasonably withheld), but if settled with its
     written  consent or if there be a final  judgment for the  plaintiff in any
     such action,  the indemnifying  party agrees to indemnify and hold harmless
     any  indemnified  party from and against any loss or liability by reason of
     such settlement or judgment.  An indemnifying  party will not,  without the
     prior written consent of the indemnified  parties,  settle or compromise or
     consent  to the  entry of any  judgment  with  respect  to any  pending  or
     threatened  claim,   action,   suit  or  proceeding  in  respect  of  which
     indemnification or contribution may be sought hereunder (whether or not the
     indemnified  parties  are  actual or  potential  parties  to such  claim or
     action)  unless  such   settlement,   compromise  or  consent  includes  an
     unconditional  release of each indemnified party from all liability arising
     out of such claim, action, suit or proceeding.

(d)  In the event that the  indemnity  provided in paragraph  (a) or (b) of this
     Section 6 is unavailable to or insufficient to hold harmless an indemnified
     party for any reason,  then each applicable  indemnifying party, in lieu of
     indemnifying  such  indemnified  party,  shall  have a  joint  and  several
     obligation  to  contribute to the  aggregate  losses,  claims,  damages and
     liabilities  (including  legal or other  expenses  reasonably  incurred  in
     connection with investigating or defending same) (collectively "Losses") to
     which  such  indemnified  party may be  subject  in such  proportion  as is
     appropriate to reflect the relative benefits received

                                       17

<PAGE>

(1)  by such indemnifying party, on the one hand, and such indemnified party, on
     the other hand, from the Initial  Placement and the Registration  Statement
     which resulted in such Losses; provided, however, that in no case shall any
     Purchaser or any subsequent  Holder of any Security be responsible,  in the
     aggregate,  for any amount in excess of the purchase discount or commission
     applicable  to such  Security  as set forth on the cover  page of the Final
     Memorandum,  nor shall any  underwriter  be  responsible  for any amount in
     excess  of  the  underwriting  discount  or  commission  applicable  to the
     securities  purchased by such underwriter under the Registration  Statement
     which  resulted  in  such  Losses.  If  the  allocation   provided  by  the
     immediately   preceding   sentence  is  unavailable  for  any  reason,  the
     indemnifying  party and the  indemnified  party  shall  contribute  in such
     proportion as is appropriate to reflect not only such relative benefits but
     also the relative fault of such  indemnifying  party,  on the one hand, and
     such  indemnified  party,  on  the  other  hand,  in  connection  with  the
     statements or omissions  which resulted in such Losses as well as any other
     relevant equitable  considerations.  Benefits received by the Company shall
     be deemed to be equal to the total net proceeds from the Initial  Placement
     (before  deducting  expenses)  as set forth on the cover  page of the Final
     Memorandum.  Benefits  received  by BGs  shall be deemed to be equal to the
     total purchase  discounts and commissions as set forth on the cover page of
     the Final  Memorandum,  and benefits received by any other Holders shall be
     deemed to be equal to the value of receiving  Securities  registered  under
     the Act.  Benefits  received by any underwriter shall be deemed to be equal
     to the total  underwriting  discounts and commissions,  as set forth on the
     cover page of the Prospectus  forming a part of the Registration  Statement
     which  resulted  in such  Losses.  Relative  fault shall be  determined  by
     reference to whether any alleged  untrue  statement or omission  relates to
     information  provided by the indemnifying party, on the one hand, or by the
     indemnified  party,  on the other hand. The parties agree that it would not
     be  just  and  equitable  if  contribution  were  determined  by  pro  rata
     allocation or any other method of allocation which does not take account of
     the  equitable  considerations  referred  to  above.   Notwithstanding  the
     provisions  of  this   paragraph   (d),  no  person  guilty  of  fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Act) shall be
     entitled to

                                     18


<PAGE>



(1)  contribution  from  any  person  who was  not  guilty  of  such  fraudulent
     misrepresentation. For purposes of this Section 6, each person who controls
     a Holder  within the meaning of either the Act or the Exchange Act and each
     director,  officer,  employee  and agent of such Holder shall have the same
     rights to  contribution  as such  Holder,  and each person who controls the
     Company  within the  meaning of either the Act or the  Exchange  Act,  each
     officer of the Company who shall have signed the Registration Statement and
     each director of the Company shall have the same rights to  contribution as
     the Company, subject in each case to the applicable terms and conditions of
     this paragraph (d).

(e)  The  provisions  of this  Section 6 will  remain in full force and  effect,
     regardless  of any  investigation  made by or on behalf of any Holder,  the
     Company or any of the officers,  directors or controlling  persons referred
     to in Section 6 hereof, and will survive the sale by a Holder of securities
     covered by a Registration Statement.

7.   Miscellaneous.


(a)  No  Inconsistent  Agreements.  The Company has not, as of the date  hereof,
     entered into,  nor shall it, on or after the date hereof,  enter into,  any
     agreement  with respect to its  securities  that is  inconsistent  with the
     rights  granted  to the  Holders  herein or  otherwise  conflicts  with the
     provisions hereof.

(b)  Amendments  and Waivers.  The provisions of this  Agreement,  including the
     provisions of this  sentence,  may not be amended,  qualified,  modified or
     supplemented,  and waivers or consents to  departures  from the  provisions
     hereof may not be given,  unless  the  Company  has  obtained  the  written
     consent  of the  Holders  of at least a  majority  of the then  outstanding
     Securities;  provide  that,  with  respect to any matter  that  directly or
     indirectly  affects the rights of any Holder  hereunder,  the Company shall
     obtain  the  written  consent  of  each  such  Holder  against  which  such
     amendment, qualification, supplement, waiver or consent is to be effective.
     Notwithstanding the foregoing (except the foregoing  proviso),  a waiver or
     consent to departure  from the  provisions  hereof with respect to a matter
     that relates  exclusively  to the rights of Holders  whose  securities  are
     being sold pursuant to a

                                             19

<PAGE>

     Registration  Statement and that does not directly or indirectly affect the
     rights of other Holders may be given by the Majority Holders, determined on
     the basis of  securities  being  sold  rather  than  registered  under such
     Registration Statement.

(c)  Notices.  All notices and other  communications  provided  for or permitted
     hereunder shall be made in writing by hand-delivery,  first-class mail, fax
     or air courier guaranteeing overnight delivery:

(1)  if to a Holder,  at the most  current  address  given by such holder to the
     Company in  accordance  with the  provisions  of this Section  7(c),  which
     address  initially  is, with  respect to each  Holder,  the address of such
     Holder maintained by the Company's registrar, with a copy in like manner to
     Beeson Gregory Limited;

(2)  if to BG,  initially at the  respective  addresses set forth in the Placing
     Agreement; and

(3)  if to the  Company,  initially  at its  address  set  forth in the  Placing
     Agreement.

     All such  notices  and  communications  shall be have been duly  given when
     received.  BGs  or  the  Company  by  notice  to the  other  may  designate
     additional or different addresses for subsequent notices or communications.

(d)  Successors and Assigns. This Agreement shall inure to the benefit of and be
     binding upon the successors and assigns of each of the parties,  including,
     without  the need for an express  assignment  or any consent by the Company
     thereto,  subsequent Holders of Securities.  The Company each hereby agrees
     to extend the benefits of this  Agreement to any Holder of  Securities  and
     any such Holder may  specifically  enforce the provisions of this Agreement
     as if an original party hereto.

(e)  Counterparts.  This agreement may be executed in any number of counterparts
     and by the parties hereto in separate  counterparts,  each of which when so
     executed  shall be deemed to be an original and all of which taken together
     shall constitute one and the same agreement.

                            20

<PAGE>

(f)  Headings.  The headings in this agreement are for  convenience of reference
     only and shall not limit or otherwise affect the meaning hereof.

(g)  Governing  Law.  This  agreement  shall be  governed  by and  construed  in
     accordance  with the internal laws of the State of New York (without regard
     to the conflict of law provisions thereof).

(h)  Severability. In the event that any one or more of the provisions contained
     herein, or the application  thereof in any circumstances.  is held invalid,
     illegal or  unenforceable  in any  respect for any  reason,  the  validity,
     legality and  enforceability  of any such  provision in every other respect
     and of the remaining  provisions hereof shall not be in any way impaired or
     affected  thereby,  it being intended that all of the rights and privileges
     of the parties shall be enforceable to the fullest extent permitted by law.

(i)  Securities  Held by the Company.  etc.  Whenever the consent or approval of
     Holders of a specified  percentage  of  Securities  is required  hereunder,
     Securities,  as applicable,  held by the Company or its  Affiliates  (other
     than subsequent  Holders of Securities if such subsequent Holder are deemed
     to be  Affiliates  solely by reason of their  holdings of such  Securities)
     shall not be counted in  determining  whether  such consent or approval was
     given by the Holders of such required percentage.

(j)  Further Assurances.  Each party shall cooperate and take such action as may
     be  reasonably  requested  by  another  party in  order  to  carry  out the
     provisions and purposes of this Agreement and the transactions contemplated
     hereby.

(k)  Remedies.  In the event of a breach or a threatened  breach by any party to
     this Agreement of its obligations  under this Agreement,  any party injured
     or to be injured by such breach,  in addition to being entitled to exercise
     all rights granted by law, including recovery of damages,  will be entitled
     to specific performance of its rights under this Agreement, it being agreed
     by the parties  that the remedy at law,  including  monetary  damages,  for
     breach of such provision will be inadequate  compensation  for any loss and
     that any defence in any action for  specific  performance  that a remedy at
     law would be adequate is waived.

                                            21

<PAGE>

(l)  Company Repurchase.  In the event that the Company fails to comply with any
     provision  of this  Agreement,  the Company  shall within 30 days after the
     date on which the Company  was  required to take any action or if such date
     is undeterminable,  the date of the receipt by the Company of a demand from
     any Holder (in either case, the "Initial Date"),  purchase from each Holder
     all Registrable  Securities  held by each respective  Holder for a purchase
     price (the "Purchase Price") equal to the product of (a) the average Market
     Value Per Share during the period  beginning on the Initial Date and ending
     on the date of payment of the Purchase  Price  multiplied by (b) the number
     of Registrable  Securities held by such Holder.  The Company shall also pay
     all reasonable costs (including all tranfer taxes,  stamp duty or SDRT) and
     fees associated with such purchase by the Company.  Payment of the Purchase
     Price shall be in immediately available funds. Each Holder may, in its sole
     discretion,  waive  its  right,  in whole or in part,  to have the  Company
     repurchase the Registrable  Securities held by him and retain the ownership
     of such Registrable Securities.  "Market Value Per Share" at any date shall
     be (i) the highest  reported  sale price on that date with  respect to each
     type of security in question listed on an international securities exchange
     or admitted  to  unlisted  trading  privileges  on such an exchange  or, if
     applicable,  (ii) the highest reported sale price on that date with respect
     to each type of security in question quoted on the National  Association of
     Securities  Dealers Automated  Quotations System ("NASDAQ") or the European
     Association of Securities Dealers Automated Quotation System ("EASDAQ") or,
     if  applicable,  (iii) if no such sale is made on such day, the mean of the
     closing bid and asked  prices for such day on such  exchange or reported by
     NASDAQ or EASDAQ.

                                                       22

<PAGE>

         IN WITNESS  WHEREOF,  the parties have set their hands hereto as of the
date first above written.

AUTHORISZOR INC.

By:___________________

Name:________________

Title:_________________



BEESON GREGORY LIMITED

By:___________________

Name:________________

Title:_________________



                 23