STOCK OPTION AGREEMENT
                                AUTHORISZOR INC.

         This  unilateral   grant  by  the  Company  (as  hereinafter   defined)
constitutes  a valid  Nonqualified  Stock Option (the  "Option")  for a total of
200,000  shares (the  "Shares") of common  stock,  par value $.01 per share (the
"Common  Stock"),  of Authoriszor  Inc., a Delaware  corporation (the "Company")
whose  principal  executive  offices are situatated at 8201 Preston Road,  Suite
600,  Dallas,  Texas 75225,  is hereby granted to The Rt Hon Sir Malcolm Rifkind
KCMG QC of  Eskgrove  House,  Inveresk,  East  London,  Scotland,  EH21 7TD (the
"Optionee")  pursuant to a contract for consultancy services between the Company
and the  Optionee  constituted  by exchange  of letters  between the parties and
their duly authorized intermediaries dated August 11, 1999 to September 24, 1999
and  effective  at and from  October 1, 1999 and  pursuant  to the terms of this
Option Agreement (the "Option Agreement").

         Section 1.  Exercise Price.  The exercise price of the Option is  $1.00
for each Share.

         Section 2. Exercise of the Option.  This Option may be exercised at any
time and from time to time after the Date of Grant,  subject  to the  provisions
contained in Sections 3 and 4 below.

                  (a)      Method of Exercise.  Options shall be deemed properly
         exercised when:


                           (i) the Company has received  written  notice of such
                  exercise,  stating  the  number  of  Shares  which  are  being
                  purchased,  delivered  to the Company and signed by the person
                  or persons  entitled to exercise the Option and, if the Option
                  is being  exercised  by any person or  persons  other than the
                  Optionee,  be  accompanied  by  proof,   satisfactory  to  the
                  Company,  of the right of such  person or persons to  exercise
                  the Option;

                           (ii)     full payment  of  the  exercise price of the
                  Shares  as  to which the Option is exercised has been tendered
                  to the Company; and

                           (iii) arrangements that are satisfactory to the Board
                  of  Directors  of  the  Company  (the  "Board")  in  its  sole
                  discretion  have been made for the  Optionee's  payment to the
                  Company of the amount, if any, that the Company  determines to
                  be necessary  for the Company to withhold in  accordance  with
                  applicable   federal   or   state   income   tax   withholding
                  requirements.

                  (b) Payment.  The exercise price of any Shares purchased shall
         be paid in cash, by certified or cashier's  check, by money order or by
         personal check (if approved by the Board).

                  (c)      Restrictions on Exercise.

                           (i) This Option may not be exercised if the issuance
                  of the Shares upon such exercise would constitute  a violation
                  of any  applicable federal or state securities or other law or
                  valid  regulation.  As  a  condition  to  the exercise of this
                  Option, the Company may

<PAGE>

                  require  the  exercising  person  to make any  agreements  and
                  undertakings  that may be  required by any  applicable  law or
                  regulation.

                           (ii) Shares  issued upon the  exercise of this Option
                  without  registration  of such Shares under the Securities Act
                  of  1933,   as  amended  (the  "Act"),   shall  be  restricted
                  securities subject to the terms of Rule 144 under the Act. The
                  certificates  representing  any  such  Shares  shall  bear  an
                  appropriate legend restricting transfer and the transfer agent
                  of the Company shall be given stop transfer  instructions with
                  respect to such Shares.

         Section  3. Term of Option.  This  Option  may not be  exercised  after
September 30, 2002 and is subject to earlier  termination as provided in Section
4. In  addition,  this Option is subject to  cancellation  by the Company upon a
significant  corporate event as provided in Section 4 below.  This Option may be
exercised  during  such times only in  accordance  with the terms of this Option
Agreement.

         Section 4.        Termination of Option Period.

                  (a) The unexercised portion of this Option shall automatically
         and without  notice  terminate  and become null and void at the time of
         the earliest to occur of the following:

                           (i) thirty (30) days after the date that the Optionee
                  ceases to be employed by the  Company or a  subsidiary  of the
                  Company or ceases to be a director,  consultant  or advisor to
                  the Company or a subsidiary  of the  Company,  as the case may
                  be,  regardless of the reason  therefor other than as a result
                  of such  termination  by reason of (x)  death,  (y)  mental or
                  physical disability of the Optionee as determined by a medical
                  doctor satisfactory to the Company or (z) valid termination of
                  the Optionee's  employment,  status as director, or consulting
                  contract  or advisory  services,  as the case may be, with the
                  Company or a subsidiary for Cause,

                  The term  "Cause," for the purposes of this  Agreement,  shall
                  mean any one or more of the following:

                           w.       Optionee's failure to observe or perform any
                                    of  the   provisions   of   his   Consulting
                                    Agreement with the Company,  dated September
                                    23, 1999 (the  "Consulting  Agreement"),  or
                                    Optionee's   failure  to  carry  out  lawful
                                    directives of the Board.

                           x.       Optionee's performance of any  criminal acts
                                    (excluding  traffic  violations  and   other
                                    minor offenses);

                           y.       Optionee's theft or embezzlement of property
                                    including trade secrets, of the Company; or

<PAGE>

                           z.       Optionee's negligence in the performance of
                                    his duties under the Consulting  Agreement.

                           (ii)    one  (1)  year  after  the  date on which the
                  Optionee suffers a mental or physical disability as determined
                  by a medical doctor satisfactory to the Company;

                           (iii) either (y) one (1) year after the date that the
                  Optionee  ceases to be a director,  consultant to or ceases to
                  be  employed  by,  as  the  case  may  be,  the  Company  or a
                  subsidiary of the Company, by reason of death of the Optionee,
                  or (z) six (6)  months  after the date on which  the  Optionee
                  shall die, if the  Optionee's  death  shall  occur  during the
                  thirty  (30) day period  described  in Section  4(a)(i) or the
                  one-year period described in Section 4(a)(ii);

                           (iv)     the date that  the  Optionee  ceases to be a
                  director,  consultant  to  or ceases to be employed by, as the
                  case  may  be,  the  Company  or a subsidiary as a result of a
                  valid termination for Cause; and

                           (v)      September 30, 2002

                  (b) The Company in its sole  discretion may, by giving written
         notice (a  "Cancellation  Notice") prior to the  consummation of any of
         the  transaction  described  in Section  4(b)(i) or  4(b)(ii),  cancel,
         effective   upon  the  date  of  the   consummation   of  any  of  such
         transactions,   all  or  any  portion  of  this  Option  that   remains
         unexercised  on such date.  Such  Cancellation  Notice shall be given a
         reasonable  period  of time  (but not less  than 15 days)  prior to the
         effective date of such cancellation,  and may be given either before or
         after stockholder approval of such transaction.

                           (i) Any transaction  (which shall include a series of
                  related  transactions  occurring  within 60 days or  occurring
                  pursuant to a plan) that has the result that  stockholders  of
                  the Company  immediately  before such transaction cease to own
                  at least 51% of (x) the voting stock of the Company or (y) any
                  entity that results from the participation of the Company in a
                  reorganization,  consolidation,  merger,  liquidation  or  any
                  other form of corporate transaction.

                           (ii) A sale, lease,  exchange or other disposition of
                  all or  substantially  all  the  property  and  assets  of the
                  Company to an unaffiliated third party.

<PAGE>

         Section 5.        Adjustment of Shares.

                  (a) If at any time while  unexercised  Options are outstanding
         hereunder,  there  shall be any  increase  or decrease in the number of
         issued and  outstanding  shares of Common Stock through the declaration
         of a stock  dividend or through  any  recapitalization  resulting  in a
         stock  split-up,  combination  or exchange of shares,  then and in such
         event  proportionate  adjustment  shall be made in the number of Shares
         and the exercise  price per Share  thereof then subject to this Option,
         so that the same  proportion  of the Company's  issued and  outstanding
         shares shall remain subject to purchase at the same aggregate  exercise
         price.

                  (b)  Except  as  otherwise   expressly  provided  herein,  the
         issuance by the Company of shares of its capital stock of any class, or
         securities  convertible  into  shares of  capital  stock of any  class,
         either in connection with direct sale or upon the exercise of rights or
         warrants  to  subscribe  therefor,  or upon  conversion  of  shares  or
         obligations  of the  Company  convertible  into  such  shares  or other
         securities, shall not affect, and no adjustment by reason thereof shall
         be made with respect to the number of or exercise  price of Shares then
         subject to this Option.

                  (c) Without  limiting the  generality  of the  foregoing,  the
         existence  of this  Option  shall not affect in any manner the right or
         power of the Company to make,  authorize or  consummate  (i) any or all
         adjustments, recapitalizations, reorganizations or other changes in the
         Company's  capital  structure  or its  business;  (ii)  any  merger  or
         consolidation  of the  Company;  (iii) any issue by the Company of debt
         securities,  or preferred or preference stock that would rank above the
         Shares subject to this Option;  (iv) the  dissolution or liquidation of
         the Company; (v) any sale, transfer or assignment of all or any part of
         the assets or business of the Company;  or (vi) any other corporate act
         or proceeding, whether of a similar character or otherwise.

         Section 6.  Non-Assignability of Option. This Option may be transferred
or assigned by the Optionee only to family members, trusts or other entities for
the benefit of the Optionee or for the benefit of the Optionee's family members,
by will or by the laws of descent  and  distribution  or by the laws  regulating
testate or intestate succession applicable to the Optionee.

         Section 7.  Issuance of Shares.  No person shall be, or have any rights
or privileges of, a stockholder of the Company with respect to any of the Shares
subject to this Option unless and until  certificates  representing  such Shares
have been issued and delivered to such person.  As a condition of an issuance of
a stock  certificate  for Shares,  the Company  may obtain  such  agreements  or
undertakings, if any, as it may deem necessary or advisable to assure compliance
with any provision of this Option Agreement or any law or regulation, including,
but not limited to, the following:

                  (a) The Optionee's representation and warranty to the Company,
         at the time the Option is  exercised,  that the Shares to be issued are
         being  acquired for  investment  and not with a view to, or for sale in
         connection with, the distribution of any such Shares; and

<PAGE>

                  (b) the Optionee's representation, warranty or agreement to be
         bound by any legends that are, in the opinion of the Company, necessary
         or  appropriate  to comply with the  provisions of any  securities  law
         deemed by the Company to be  applicable  to the  issuance of the Shares
         and to be endorsed upon the certificates representing the Shares.

         Section 8.        Administration of this Option.

                  (a)  The determinations and the interpretation  and  construc-
          tion of any provision of this Option by the Company shall be final and
          conclusive.

                  (b)  Subject to the express  provisions  of this  Option,  the
         Company shall have the authority,  in its sole and absolute discretion,
         to adopt, amend, and rescind  administrative and interpretive rules and
         regulations  relating  to this  Option  and to  perform  all other acts
         necessary or advisable  for  administering  this Option,  including the
         delegation of such ministerial acts and responsibilities as the Company
         deems appropriate.

         Section 9.  Government  Regulations.  The granting and exercise of this
Option and the  obligation of the Company to sell and deliver  Shares under this
Option,  shall be subject to all applicable laws, rules and regulations,  and to
such approvals by any governmental  agencies or national securities exchanges as
may be required.

         Section 10. Law  Governing.  THIS OPTION IS INTENDED TO BE PERFORMED IN
THE STATE OF DELAWARE AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED  BY THE  LAWS  OF SUCH  STATE  EXCEPT  TO THE  EXTENT  DELAWARE  LAW IS
PREEMPTED BY FEDERAL LAW.

         Section 11. Notices. Whenever any notice is required or permitted under
this Option Agreement,  such notice must be in writing and personally  delivered
or sent by mail or delivery by a recognized courier service. Any notice required
or permitted to be delivered  under this Option  Agreement shall be deemed to be
delivered  on the date on which  it is  personally  delivered,  or,  if  mailed,
whether  actually  received  or not,  on the  third  business  day  after  it is
deposited in the mail,  certified or registered,  postage prepaid,  addressed to
the person who is to receive it at the address  that such person has  previously
specified  by written  notice  delivered  in  accordance  with this  subsection.
Notwithstanding  the foregoing,  the  Cancellation  Notice shall also be sent to
Optionee  and  his  counsel  set  forth  on  his  signature  page  by  facsimile
transmission  reasonably  promptly after the original of the Cancellation Notice
is otherwise  sent to the Optionee.  The Company or the Optionee may change,  at
any time and from time to time, by written notice to the other,  an address,  or
in the case of Optionee the name and address of his counsel, that was previously
specified for receiving  notices.  Until changed in accordance  with this Option
Agreement,  the Company and the Optionee shall specify as its or his address for
receiving  notices the address set forth in this Option Agreement  pertaining to
the Shares to which such notice relates.

<PAGE>

         Section 12.       Miscellaneous.

                  (a) The Company  has full  corporate  authority  to grant this
         Option, and this Option is granted to the Optionee in implementation of
         the Consulting  Agreement  describing such Option and is in addition to
         any other  stock  option  plans of the Company or other  benefits  with
         respect to the Optionee's  position with or relationship to the Company
         or its subsidiaries. This Option shall not confer upon the Optionee the
         right to continue as an employee,  consultant or advisor,  or interfere
         in any way with the rights of the Company to terminate  the  Optionee's
         status as an employee, consultant or advisor.

                  (b) The  members of the Board shall not be liable for any act,
         omission or  determination  taken or made in good faith with respect to
         this Option,  and members of the Board shall,  in addition to all other
         rights  of   indemnification   and   reimbursement,   be   entitled  to
         indemnification  and  reimbursement  by the  Company  in respect of any
         claim, loss, damage,  liability or expense (including  attorneys' fees,
         the costs of settling any suit, provided such settlement is approved by
         independent legal counsel selected by the Company,  and amounts paid in
         satisfaction of a judgment, except a judgment based on a finding of bad
         faith) arising from such claim, loss,  damage,  liability or expense to
         the full extent permitted by law and under any directors' and officers'
         liability or similar  insurance  coverage that may from time to time be
         in effect.

                  (c) Any issuance or transfer of Shares to the Optionee,  or to
         the Optionee's legal representative,  heir, legatee, or distributee, in
         accordance  with the  provisions of this Option,  shall,  to the extent
         thereof,  be in full  satisfaction  of all claims of such persons under
         this  Option.  The  Company  may  require  the  Optionee,  or any legal
         representative,  heir, legatee or distributee as a condition  precedent
         to such payment or issuance or transfer of Shares, to execute a release
         and receipt for such  payment or issuance or transfer of Shares in such
         form as it shall determine.

                  (d) Neither the Board nor the Company  guarantees  Shares from
         loss or depreciation.

                  (e) All expenses incident to the administration,  termination,
         or protection of this Option,  including, but not limited to, legal and
         accounting fees, shall be paid by the Company;  provided,  however, the
         Company may  recover  any and all  damages,  fees,  expenses  and costs
         arising out of any  actions  taken by the Company to enforce its rights
         under this Option.

                  (f)    Records  of  the  Company  shall  be conclusive for all
          purposes  under  this  Option,  unless  determined  by the Board to be
          incorrect.

                  (g) Any action required of the Company relating to this Option
         shall be by resolution of the Board or by a person authorized to act by
         resolution of the Board.

                  (h) If any  provision  of this Option is held to be illegal or
         invalid for any reason,  the illegality or invalidity  shall not affect
         the remaining provisions of this Option, but such provision shall

<PAGE>

         be fully severable,  and this Option shall be construed and enforced as
         if the  illegal or invalid  provision  had never been  included in this
         Option.

                  (i)      Any person  entitled  to notice under this Option may
         waive such notice.

                  (j) This Option shall be binding upon the Optionee,  his legal
         representatives, heirs, legatees and distributees upon the Company, its
         successors, and assigns, and upon the Board and its successors.

                  (k) The titles and  headings  of  Sections  are  included  for
         convenience  of  reference  only  and  are  not  to  be  considered  in
         construction of this Option's provisions.

                  (l) Words used in the  masculine  shall apply to the  feminine
         where applicable, and wherever the context of this Option dictates, the
         plural shall be read as the singular and the singular as the plural.

DATE OF GRANT:                                     AUTHORISZOR INC.

September 23, 1999                                 By:
                                                   -----------------------------
                                                   Robert P. Jeffcock, President

ADDRESS:

Windsor House
Cornwall Road

Harrogate, North Yorkshire
United Kingdom
HG1 2PW

<PAGE>

         Optionee  hereby  accepts  this  Option  subject  to all the  terms and
provisions of this Option Agreement.

                                                       By:
                                                       -------------------------
                                                       Rt. Honorable Sir
                                                       Malcolm Rifkind
                                                       KCMG QC
                                                       Optionee

ADDRESS:

Eskgrove House
Inveresk
East Lothian
EH21 7TD
Facsimile number: 44-131-665-8118

Counsel:
H.J. Ross
Turcan Connell
Solicitors
Saltire Court
20 Castle Terrace
Edinburgh EH1 2EF
Facsimile number: 44-131-228-8118