Exhibit 10.54

                  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 Alec Karys (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 100,000 shares  ("Shares") of 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 $10.75 for each
         Share.


                  (b) Date of Grant.  This  Option is granted as of October  16,
         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 be  exercisable  in whole or in part
                           according to the provisions of the Plan as follows:

                           (1)      25,000 Shares after October 16, 2001;
                           (2)      25,000 Shares after October 16, 2002;
                           (3)      25,000 Shares after October 16, 2003;
                           (4)      25,000 Shares after October 16, 2004.

                  (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  the
                           Corporation issues a Cancellation  Notice (as defined
                           in   Section   3(b)   hereof)   with   respect  to  a
                           transaction, and such transaction is consummated.

         3.  Expiration.  (a) The  Option  shall  not be  exercisable  after the
Corporation's  close of business on the last  business  day that occurs prior to
the Expiration Date. The "Expiration Date" shall be earliest to occur of:

                  (i)      the 10-year anniversary of the Date of Grant;

                  (ii)     if the  Participant's  Date of Termination  occurs by
                           reason  of  death,  Disability  or  Retirement,   the
                           one-year anniversary of such Date of Termination;

                  (iii)    if the  Participant's  Date of Termination  occurs by
                           reason,  in whole or in material part, for Cause,  on
                           such Date of Termination; or

                  (iv)     if the Participant's  Date of Termination  occurs for
                           reasons  other  than  death,  Disability,   Cause  or
                           Retirement, 90 days after such Date of Termination.

         (b) The  Corporation  in its sole  discretion  may,  be giving  written
notice (a "Cancellation Notice") to the Participant prior to the consummation of
any of the transaction  described in Section 3(b)(i) or 3(b)(ii) below,  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.

                  (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  Corporation  immediately
         before  such  transaction  cease to own at least 51% of (x) 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. 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.

         5. 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.

         6. 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.

         7.  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.

         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 he or she
         is acquiring the Shares to be issued to him or her 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  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.

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

                                 AUTHORISZOR INC.


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





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         Participant  acknowledges receipt of a copy of the Plan, and represents
that Participant is familiar with the terms and provisions  thereof,  and hereby
accepts  this  Option  subject  to all the  terms  and  provisions  of the Plan.
Participant  hereby  agrees  to  accept  as  binding,  conclusive  and final all
decisions or  interpretations of the Committee (as defined in the Plan) upon any
questions arising under the Plan.


                                     /s/ Alec Karys
                                   -----------------------------------------
                                   Alec Karys