EXHIBIT 10.61

                  FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
                             GRANTED PURSUANT TO THE
                    2000 OMNIBUS STOCK AND INCENTIVE PLAN FOR
                                AUTHORISZOR INC.

         THIS OPTION AGREEMENT (the  "Agreement") is entered into as of the Date
of Grant (as defined herein),  by and between EFR, LLC (the  "Participant")  and
Authoriszor Inc. (the "Corporation").

                                    RECITALS

         WHEREAS,  the  Corporation  has  adopted  the 2000  Omnibus  Stock  and
Incentive  Plan of  Authoriszor  Inc. (the  "Plan"),  which is  incorporated  by
reference into and forms a part of this Agreement,  and the Participant has been
selected  pursuant  to the terms of the Plan to  receive a  Non-Qualified  Stock
Option under the Plan;

         NOW,  THEREFORE,  IT IS AGREED,  by and between the Corporation and the
Participant as follows:

         1.  Definitions.  Terms  otherwise  not defined  herein  shall have the
meaning ascribed to them in the Plan.


         2. Terms of Award.  A  Non-Qualified  Stock Option (the "Option") for a
total of 100,002  shares  ("Shares")  of the common  stock,  par value $0.01 per
share,  of the  Corporation,  is hereby granted to the  Participant at the price
determined as provided in, and in all respects subject to the terms, definitions
and provisions of, the Plan in consideration  for the  Participant's  service to
the Corporation.

         (a) Exercise Price. The "Exercise Price" is $7.75 for each Share.


         (b) Date of Grant.  This  Option is  granted  as of July 21,  2000 (the
"Date of Grant").


         (c) Award and Exercise Price. This Agreement specifies the terms of the
Option  granted to the  Participant to purchase the Shares at the Exercise Price
per share as set forth in Section 2(a). The Option is not intended to constitute
an "incentive stock option" as that term is used in Code section 422.

         (d) Date of Exercise.


                  (i) the Option shall vest in whole or in part according to the
         provisions of the Plan as follows:

                      (1)     16,667 Shares after August 21, 2000;
                      (2)     16,667 Shares after September 21, 2000;
                      (3)     16,667 Shares after October 21, 2000;
                      (4)     16,667 Shares after November 21, 2000;
                      (5)     16,667 Shares after December 21, 2000
                      (6)     16,667 Shares after January 21, 2001;

provided,  however,  that the Options shall not be  exercisable  by  Participant
until June 20, 2001.

                  (ii)  Notwithstanding the foregoing provisions of this Section
         2, the  Option  shall  become  exercisable  with  respect to all of the
         Shares  (to the  extent it is not then  otherwise  exercisable)  in the
         event of the consummation of any of the following transactions:

                           (x) The Corporation has a change of ownership of more
                  than 50% in a single  transaction or a series of transactions;
                  or

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

         3. Term of  Option.  The  unexercised  portion  of this  Option  may be
exercised after June 20, 2004 and is subject to earlier  termination as provided
in Section 4.

         4. Termination of Option Period. The Corporation in its sole discretion
may, by giving written notice (a "Cancellation Notice") to the Participant prior
to the  consummation of any of the  transactions  described in Section  2(d)(ii)
above  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 to the Participant 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.

         5. Method of Exercise.  This Option shall be  exercisable  by a written
notice delivered to the Corporation that shall:

                  (a) state the  election to exercise  the Option and the number
         of Shares in respect of which it is being exercised; and

                  (b) be 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   Participant,   be   accompanied  by  proof,
         satisfactory to the Corporation, of the right of such person or persons
         to exercise the Option.

         6. Payment.  The exercise price of any Shares  purchased  shall be paid
solely in cash,  by certified or cashier's  check,  by money order,  with Shares
owned by the Participant for at least six (6) months  (provided that at the time
of exercise the Committee in its sole  discretion does not prohibit the exercise
of Options through the delivery of already-owned  Shares) or by a combination of
the above;  provided,  however,  that the Committee in its sole  discretion  may
accept a  personal  check  in full or  partial  payment  of any  Shares.  If the
exercise price is paid in whole or in part with Shares,  the value of the Shares
surrendered  shall be their  Fair  Market  Value  on the  date  received  by the
Corporation.  Any Shares  delivered in  satisfaction  of all or a portion of the
exercise  price shall be  appropriately  endorsed for transfer and assignment to
the Corporation.

         7. Withholding.  The Participant  shall make satisfactory  arrangements
for the withholding of any amounts  necessary for withholding in accordance with
applicable Federal or state income tax laws.

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

                  (a) A representation, warranty or agreement by the Participant
         to the  Corporation  at the time any  Option  is  exercised  that it is
         acquiring the Shares to be issued to it for  investment  and not with a
         view to, or for sale in connection  with, the  distribution of any such
         Shares; and

                  (b) A representation, warranty or agreement to be bound by any
         legends  that  are,  in the  opinion  of the  Committee,  necessary  or
         appropriate to comply with the provisions of any securities laws deemed
         by the Committee to be applicable to the issuance of the Shares and are
         endorsed upon the Share certificates.

         9.  Surrender  of Option.  Upon  exercise  of this  Option in part,  if
requested by the Corporation,  the Participant shall deliver this Option and any
other written  agreements  executed by the Corporation and the Participant  with
respect  to this  Option to the  Corporation  who shall  endorse  or cause to be
endorsed  thereon a notation of such  exercise and return all  agreements to the
Participant.

         10. Transferability of Option. The Option is not transferable.


         11.  Administration.  The Plan and this Option shall be administered by
the Committee as provided for and described in the Plan.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
Date of Grant.

                                    EFR, LLC


                                    By:  /s/ Edward F. Rogers
                                       -----------------------------------------
                                       Edward F. Rogers,
                                       President, Chief Executive Officer
                                       and Member

                                    AUTHORISZOR INC.


                                    By: /s/ Paul Ayres
                                       -----------------------------------------
                                       Name:    Paul Ayres
                                       Title:   Chief Executive Officer and
                                                President