Exhibit 10.56

                      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   Godfrey  S.   Shingles  (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 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 100,000 shares  ("Shares") of the common stock, par value $0.01 per share, of
the  Corporation,  is hereby  granted to the  Participant  at the exercise 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 and to provide  incentive to the Participant to continue service
to the Corporation.

          (a) Exercise Price. The "Exercise Price" is $9.875 for each Share.


          (b) Date of Grant.  This Option is granted as of October 18, 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.  The Option shall be immediately  exercisable in
     whole or in part according to the provisions of the Plan.



         3.       Expiration 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) October 18, 2003;

                    (ii) the  resignation  of  Participant  as a director of the
               Corporation;

                    (iii) the  removal of the  Participant  as a director of the
               Corporation by the stockholders of the Corporation;

                    (iv) the  failure  of the  Participant  to be  elected  as a
               director of the Corporation at any meeting of stockholders of the
               Corporation at which directors are elected;

                    (v)  the  Board  of  Directors  of  the  Corporation  in the
               exercise  of its  fiduciary  duties  shall have  determined  that
               Participant should be removed for cause;

                    (vi) Thirty (30) days after the date that Participant ceases
               to be a director  of the  Corporation,  regardless  of the reason
               thereof, other than as provided for in Sections 3(a)(ii) - (viii)
               hereof;

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

                    (viii)  either  (y) one (1) year  after  the  date  that the
               Participant  ceases to be a director of the Corporation by reason
               of the death of the Participant,  or (z) six (6) months after the
               date on which the  Participant  shall die,  if the  Participant's
               death shall occur during the thirty (30) day period  described in
               Section  3(a)(vi) or the  one-year  period  described  in Section
               3(a)(viii) hereof.

                  (b)  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 4(b)(i) or 4(b)(ii) below, cancel, effective upon the date of
         the consummation of any 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.

                           (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 stockholder of the
         Corporation immediately before such transaction cease to own at least
         51% of (x) the voting stock of the Corporation or (y) any entity that
         results from the participation of the Corporation in a reorganization,
         consolidation, merger, liquidation or any other form of corporate
         transaction.

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

         4.  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.

     5. 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.

     6. Market Stand-Off. The Participant hereby agrees that, if so requested by
the Corporation or any representative of the underwriters in connection with any
registration  of  the  offering  (the  "Offering")  of  any  securities  of  the
Corporation under the Securities Act of 1933, as amended (the "Securities Act"),
the  Participant  shall  not sell or  otherwise  transfer  any  Shares  or other
securities of the Company during the 180-day period (or such other period as may
be requested in writing by the managing underwriter with respect to the Offering
and  agreed  to in  writing  by the  Company)  (the  "Market  Standoff  Period")
following the effective  date of a  registration  statement of the Company filed
under  the  Securities  Act.  Such  restriction  shall  apply  only to the first
registration  statement of the Company to become  effective under the Securities
Act after the effective date of the Plan that includes  securities to be sold on
behalf of the Company to the public in an underwritten public offering under the
Securities Act. The Company may impose  stop-transfer  instructions with respect
to securities subject to the foregoing restrictions until the end of such Market
Standoff Period.

     7.  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
         he is acquiring the Shares to be issued to him 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.

     8. 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.

     9.  Transferability of Option. The Option is not transferable other than as
designated  by  the   Participant  by  will  or  by  the  laws  of  descent  and
distribution,  and during the  Participant's  life, may be exercised only by the
Participant.

     10.  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.

                                        /s/ Godfrey S. Shingles
                                       ----------------------------------------
                                       Godfrey S. Shingles



                                       AUTHORISZOR INC.


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