[Letterhead of Authoriszor]


                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

July 1, 2000

Commercial Technology Ltd
The Old Granary
Hazelwood
Tadcaster
North Yorkshire
LS24 9NJ

Re:  Engagement Agreement for Mr. Ian McNeill
---------------------------------------------

Dear Sirs:

This  letter  sets out the  terms  of the  engagement  agreement  ("Engagement")
between   Authoriszor  Limited   ("Company"),   a  wholly  owned  subsidiary  of
Authoriszor Inc. ("Authoriszor") and Commercial Technology Ltd. ("CTL").

Commencement and Term

CTL's  consulting  engagement with Authoriszor will commence on the July 1, 2000
and  terminate  on June 30,  2001  unless  terminated  prior to this end date in
accordance with provisions as stated in this Engagement.

Responsibilities

CTL will be responsible for providing the services of Mr. Ian McNeill to perform
such duties as may be required by President & CEO, Authoriszor Inc. from time to
time, in particular to carry out the requirements referenced in Appendix `A'.

Remuneration

Commercial Technology Ltd will be paid a retainer of (pound)100,000.00 per year,
payable in monthly  instalments of (pound)8,333.33  in arrears,  and Ian McNeill
will be  required  to work for 50% of  normal  business  hours per month and any
other  such  times  as may be  reasonably  required  in  order  to  fulfil  your
obligations  under the terms of this  Engagement.  Payments will be made against
invoices  presented by CTL and it is understood  that invoices and payments will
be subject to VAT at the prevailing rate.

In addition,  CTL will be paid a bonus of  (pound)50,000  per annum,  payable in
equal quarterly  instalments of (pound)12,500.00 in arrears, upon achievement of
specific  objectives that are specified in Appendix `A' or that shall be defined
and agreed  upon at the  commencement  of each fiscal  quarter of the  financial
year.



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AUTHORISZOR Inc.  1 Van de Graaff Drive, Suite 502, Burlington, MA  01803-5188
TEL: (781) 359-9560 x. 401  FAX: (781)359-9654 Email: Richard.Langevin@authiszor
 .com

<PAGE>


CTL Engagement
July 1, 2000
Page 2


CTL's  Engagement,  remuneration,  bonus and duties  will be reviewed on July 1,
2001.

Expenses

The Company will provide a vehicle for your use.  However,  the Company will pay
an allowance for the use of Mr.  McNeill's own vehicle  according to its vehicle
allowance  policy and will  reimburse  CTL for any miles driven on its behalf at
the rates set out in the Inland Revenue's Fixed Profit Car Scheme, which payment
can be made tax free to CTL and any  other  reasonable  and  necessary  expenses
associated with this Engagement.

Confidentiality

CTL  acknowledges  that during the course of this Engagement CTL and Mr. McNeill
("You') will have access to confidential  information  belonging to the Company.
You  will not at any time  (except  in the  course  of your  duties  or as maybe
required  by law) during or after this  Engagement  disclose to a third party or
make use of any  confidential  information  belonging  to the  Company.  Without
prejudice to the generality of the foregoing You acknowledge that the expression
"confidential  information"  shall  include the  following  namely;  information
relating to existing,  potential,  past or pending business  methods,  corporate
plans, finances,  business opportunities and development projects of the Company
or any associated  Company,  research  activities,  trade  secrets,  inventions,
creative briefs,  ideas,  computer  programs,  designs and formulae  undertaken,
commissioned or produced on behalf of the Company,  all information  (including,
without  limitation,  customer  lists) relating to the marketing or sales of any
past, present or future product or service of the Company and any information in
respect of which the Company owes an  obligation of  confidentiality  to a third
party.

Intellectual Property

CTL and Mr. McNeill will promptly  disclose to the Company and keep confidential
all inventions, copyright works, designs or technical know-how conceived or made
by You  either  alone  or  with  others  arising  out of your  past  or  current
Engagement  with the Company.  You will hold all such  intellectual  property in
trust for the Company and will do  everything  necessary  or  desirable  (at the
expense of the Company) including without limitation,  excluding any appropriate
documentation to vest such intellectual  property fully in the Company and/or to
secure  patent or other  appropriate  forms of protection  for the  intellectual
property.

To the extent that such intellectual  property rights do not vest in the Company
by operation of law or under this  Agreement,  You hereby  assign to the Company
with full title  guarantee by way of assignment of present and future  copyright
all the rights,  title and  interest You have or may have in and to all material
written or devised by You pertaining to the operation or business of the Company
resulting  from or  suggested  by any work which You shall so  pursuant  to your
current  Engagement or has already been done prior to the date of this Agreement
and all rights of action for infringement of such copyright and any renewals and
extensions of them and after that in perpetuity.  You hereby appoint the Company
as your  attorney  for the purpose of  executing in your name and on your behalf
all such deeds and documents as may be required

--------------------------------------------------------------------------------
AUTHORISZOR Inc.  1 Van de Graaff Drive, Suite 502, Burlington, MA  01803-5188
TEL: (781) 359-9560 x. 401  FAX: (781)359-9654 Email: Richard.Langevin@authiszor
 .com

<PAGE>

CTL Engagement
July 1, 2000
Page 3


to  give  effect  to the  provisions  of  this  paragraph.  Decisions  as to the
protection  and  exploitation  of  any  intellectual  property  shall  be in the
absolute  discretion  of the  Company.  You agree to waive any moral  rights (as
defined in the  Copyright  Designs  and  Patents  Act 1988) that You may have in
relation to such ideas, inventions or works.

Gross Misconduct Offences

CTL's  Engagement with the Company may be terminated  immediately by the Company
without prior notice, if Ian McNeill shall at any time:

(a)  commit any act of gross misconduct or gross incompetence (including but not
     limited to breach of confidence or theft);

(b)  after prior written warning,  repeat or continue any material breach of the
     provisions of this Agreement;

(c)  commit any act of dishonesty or are guilty of any conduct, which brings the
     Company into disrepute;

(d)  be  convicted  of any  criminal  offence  (other than a minor road  traffic
     offence that cannot lead to a custodial sentence);

(e)  knowingly  infringes or  misappropriates  any intellectual  property of the
     Company, including without limitation any trade secrets of any third party.

Acceptance

Please  indicate  your  acceptance of the term set out in this letter by signing
the enclosed copy letter and returning it to me.

Yours truly,




/s/ Richard A. Langevin
---------------------
Richard A Langevin
President and CEO,

Authoriszor Inc. and for and on behalf of the Company.


Accepted by Commercial Technology Ltd:


_________________________________                                  1 July 2000



Accepted by Ian McNeill:


/s/ Ian McNeill                                                    1 July 2000
---------------------------------

--------------------------------------------------------------------------------
AUTHORISZOR Inc.  1 Van de Graaff Drive, Suite 502, Burlington, MA  01803-5188
TEL: (781) 359-9560 x. 401  FAX: (781)359-9654 Email: Richard.Langevin@authiszor
 .com



<PAGE>


                                  APPENDIX `A'
                                  ------------

Following  are the  specific  duties and  objectives  that have been defined and
agreed upon at the  commencement of this Engagement for Mr. McNeill to undertake
and complete each fiscal quarter of the financial  year. At the  commencement of
each fiscal quarter,  Mr.  McNeill's  quarterly duties may be review and revised
and agreed upon duties may be defined.

All Fiscal Quarters:

1.   Report  to the  satisfaction  of the CEO,  and the  Board on the  financial
     performance of the UK companies;
2.   Overall supervision of the financial management of the UK companies;
3.   Overall management of the UK end of treasury matters;
4.   Assist in the preparation and filing of the corporate SEC filings;
5.   Oversee investor relations in the U.K. and Europe;
6.   Recommend and coordinate corporate Press Releases;
7.   Recommendation, introduction and recruitment of staff where appropriate;
8.   Attendance as an invitee to Authoriszor Inc. Board meetings;
9.   Provide advice and guidance to the CEO as required.


1st Fiscal Quarter (July - September):

1.   Assist with the corporate Audit and the preparation for the announcement of
     the year-end results;
2.   Assist in the recruitment of a non-executive director, subject to agreement
     of the Chairman and Chief Executive;
3.   Assist in the evaluation, selection and implementation of a corporate sales
     tracking and accounting system.


2nd Fiscal Quarter (October - December):

1.   Prepare necessary  documents as required for a potential  secondary placing
     by the corporation;


3rd Fiscal Quarter (January - March):

1.   Assist in the  preparation  and  implementation  of a  potential  secondary
     placing if considered appropriate.


4th Fiscal Quarter (April - June):

1.   Prepare and completion the FY02 budgets and planning  models in conjunction
     with corporate management.


--------------------------------------------------------------------------------
AUTHORISZOR Inc.  1 Van de Graaff Drive, Suite 502, Burlington, MA  01803-5188
TEL: (781) 359-9560 x. 401  FAX: (781)359-9654 Email: Richard.Langevin@authiszor
 .com