REIMBURSEMENT AGREEMENT

         THIS  REIMBURSEMENT  AGREEMENT  (the  "Agreement")  effective as of the
1st day of October,  2000, between Authoriszor Inc., a Delaware corporation (the
"Parent") and Authoriszor  Limited,  a U.K.  private company wholly owned by the
Parent ("UK Sub"). In  consideration  of the mutual  promises  contained in this
Agreement, the parties agree as follows:

                                    RECITALS

         WHEREAS, the Parent adopted that certain 1999 Stock Option Plan, a copy
of which is attached  hereto as Exhibit A (the  "Plan"),  to offer  equity based
incentive  awards with respect to the common  stock of the Parent to  remunerate
employees  and  executive  directors  of the  Parent and its  Subsidiaries.  All
capitalized  terms not defined herein shall have the meaning ascribed to them in
the Plan.

         WHEREAS,  UK Sub  desires to offer  remuneration  in the form of equity
based incentive  awards to employees and executive  directors of UK Sub that are
Eligible Persons under the Plan ("UK Eligible Persons").

         WHEREAS,  UK Sub is to bear the  economic  burden of any  equity  based
incentives offered to UK Eligible Persons by reimbursing the Parent with respect
to such equity based incentive awards.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, the parties hereto agree as follows:

         Section 1. Reimbursement  With Respect to Option.  Subject to Section 4
of this Agreement,  upon the exercise of an Option by a UK Eligible  Person,  UK
Sub agrees to remit to Parent an amount which  represents the excess of the Fair
Market Value of the Option on the date of exercise  over the  exercise  price of
the Option (the "Option Reimbursement  Amount").  Within thirty (30) days of the
exercise of an Option by a UK Eligible  Person,  Parent  shall  provide  written
notice to UK Sub (i) that such  Option  has been  exercised  and (ii) the Option
Reimbursement Amount owed by UK Sub with respect to the exercise of such Option.
UK Sub shall pay the Option  Reimbursement  Amount to Parent  within thirty (30)
days of receipt of such notice from Parent.

         Section 2. Reimbursement Upon a Restricted Award.  Subject to Section 4
of this Agreement, upon the expiration of the applicable Restriction Period of a
Restricted  Award  granted to a UK  Eligible  Person,  UK Sub agrees to remit to
Parent an amount  which  represents  the excess of the Fair Market  Value of the



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Restricted  Award at the date of the  expiration of the  applicable  Restriction
Period over the purchase price, if any, of the Restricted Award (the "Restricted
Award Reimbursement  Amount").  Within thirty (30) days of the expiration of the
applicable  Restriction  Period of a Restricted  Award  granted to a UK Eligible
Person,  parent shall provide written notice to UK Sub (i) that such Restriction
Period has expired and (ii) the Restricted Award Reimbursement Amount owed by UK
Sub with respect to the expiration of such Restriction  Period. UK Sub shall pay
the Restricted Award  Reimbursement  Amount to Parent within thirty (30) days of
receipt of such notice from Parent.

         Section 3. Nature of Amounts Expended. Amounts expended by UK Sub under
this  Reimbursement  Agreement  are wholly and  exclusively  for the  purpose of
furthering  the UK Sub's  trade or  business  and are of an income,  rather than
capital, nature.

         Section 4. Written Request as Condition to Reimbursement.  UK Sub shall
be required to pay the Option  Reimbursement Amount and/or the Restricted Reward
Reimbursement  Amount to Parent under this Agreement only if the original option
or restricted  award grant,  as the case may be, was made at the written request
of the managing director of UK Sub.

         Section 5. Assignment.  This Agreement shall be binding upon and  inure
to the benefit of the parties hereto,  their successors,  legal  representatives
and permitted assigns.

         Section 6.  Notices.  All notices,  consents,  requests,  instructions,
approvals  and other  communication  which may be or are  required  to be given,
served or sent by any party to any other party pursuant to this Agreement  shall
be in writing and shall be mailed by first class,  registered or certified mail,
return receipt  requested,  postage prepaid,  or transmitted by hand delivery or
telecopy, addressed as follows:

        If to Parent, to:                        If to UK Sub, to:

        Authoriszor Inc.                         Authoriszor Limited
        One Van de Graaff Drive                  Windsor House, Cornwall Road
        Suite 502                                         Harrogate
        Burlington, Massachusetts 01803-5188     North Yorkshire HG1 2PW
        Attention: Richard A. Langevin           United Kingdom
                                                 Attention:  James L. Jackson
        Telephone:   781.395.9650                Telephone:  011.44.1243.730.300
        Telecopy:    781.359.9654                Telecopy:   011.44.1423.730.301

or, in any such case,  at such other  address as may be  specified in writing to
the other party hereto. Any such notice, consent, request, instruction, approval
or other communication shall be deemed received (i) upon delivery,  if delivered
by hand  delivery or  telecopy,  or (ii) on the third  business  day after being
mailed as provided above.


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         Section  7.  Entire  Agreement.  This  Agreement  supersedes  all prior
agreements, and is the only agreement between the parties hereto with respect to
the subject matter hereof, and there shall be no modification, amendment, waiver
or alteration  of this  Agreement,  except by a writing  signed by Parent and UK
Sub.

         Section 8.  Counterparts.  This Agreement may be executed in any number
of  counterparts,  each of which  shall be deemed an  original  and all of which
together shall constitute one and the same instrument.

         Section 9.  Governing  Law.  This  Agreement  shall be governed by, and
construed  in  accordance  with,  the  internal  laws  of  the  Commonwealth  of
Massachusetts.

         IN WITNESS  WHEREOF,  the  parties  have  executed  this  agreement  in
multiple  original  counterparts  effective as of the date first  written  above
contemporaneously with the execution of the Plan.

                                  AUTHORISZOR INC.

                                  By:   /s/ Richard A. Langevin
                                        ----------------------------------------
                                  Name: Richard A. Langevin
                                        ----------------------------------------
                                  Title:   Chief Executive Officer and President
                                        ----------------------------------------

                                  AUTHORISZOR LIMITED


                                  By:   /s/ James L. Jackson
                                        ----------------------------------------
                                  Name: James L. Jackson
                                        ----------------------------------------
                                  Title: Managing Director
                                        ----------------------------------------