THIS AGREEMENT is made the      day of                  2002

B E T W E E N:-

(1)  AUTHORISZOR  INC of Windsor  House  Cornwall  Road  Harrogate HG1 2PW ("the
     Company") ; and

(2)  ANDREW CUSSONS of Churchgate Farm Low Lane  Thornthwaite  Harrogate HG3 2QS
     ("the Employee")

WHEREAS:

A.   The Employee's  employment  with the Company  terminated on 29th March 2002
     ("Termination Date") by reason of resignation by the Employee

B.   The parties have entered into this  Agreement for the purposes of recording
     and  implementing  the terms and  conditions  on which they have  agreed to
     settle all  outstanding  claims  referred to in clause 2 of this  Agreement
     that the  Employee  has or may have against the Company or any of its Group
     companies  or any of its or  their  officers  or  employees  following  the
     termination  of  the  Employee's   employment  on  the   Termination   Date
     ("Termination")

NOW IT IS AGREED AS FOLLOWS:

1.   Subject  to and  in  consideration  of  the  Employee  complying  with  his
     obligations  under this  Agreement  the Company will pay to the Employee by
     way of compensation  for the loss of the Employee's  employment and without
     any  admission  of  liability  whatsoever  on the part of the  Company  the
     following sums:-




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     1.1  a payment of (pound)10,000 by the date of this Agreement; and

     1.2  a payment of(pound)9,500 on 31st May 2002; and

     1.3  a  payment   of(pound)10,000   on  30th  June  2002  (together  called
          "Compensation").

2    The Company and the Employee believe that the Compensation falls within S19
     and S148 of the Income and  Corporation  Taxes Act 1988 and as amended  and
     that the  Compensation  can be paid  without  deduction  of income  tax and
     national insurance and the Company shall use reasonable  endeavours subject
     to statutory  provisions  in force from time to time and shall provide such
     information  to the Inland  Revenue as is  reasonably  requested to procure
     that the  Compensation  can be paid  without  deduction  of  income  tax or
     national insurance.

3.   The Employee agrees to accept the Compensation in full and final settlement
     of all contractual  and/or statutory claims  (including a basic award in an
     Employment Tribunal) which the Employee has or may have against the Company
     any of its Group  companies  or any of its or their  officers or  employees
     arising out of his contract of employment  and/or its  termination  whether
     arising  by  statute   common  law  or  under  contract  or  otherwise  and
     accordingly  the  Employee  (having   warranted  that  he  has  raised  the
     possibility of pursuing the claims  referred to at  sub-clauses  (a) to (q)
     below and that he is not aware of any other claims which he has against the
     Company  or against  any Group  companies  or any of its or their  officers
     agents or employees)  hereby


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<PAGE>


     agrees to waive  discharge  and release any and all such claims  complaints
     and actions and without  prejudice to the  generality  of the foregoing the
     Employee  agrees to refrain from  instituting  or continuing  any complaint
     against  the Company or any of its Group  Companies  or any of its or their
     officers  or  employees  in the  employment  tribunal or any other court or
     tribunal in respect of:-

     (a)  unfair dismissal;

     (b)  statutory redundancy pay;

     (c)  contractual enhanced redundancy pay;

     (d)  wrongful  dismissal  or any claim for breach of any express or implied
          term of the Employee's contract of employment;

     (e)  holiday pay;

     (f)  outstanding pay, overtime, bonuses or commission;

     (g)  unlawful deductions from wages;

     (h)  any  claim  under  the  Employment  Rights  Act  1996  and/or  the Sex
          Discrimination  Act 1975 and/or the Race Relations Act 1976 and/or the
          Disability  Discrimination  Act 1995  and/or  the  Equal  Pay Act 1970
          and/or the Trade Union and Labour Relations  (Consolidation)  Act 1992
          and/or the Working Time Regulations 1998 and/or under any provision of
          European Community Law and/or the National Minimum Wage Act 1998;

     (i)  any claim under the Part-Time  Workers  (Prevention of Less Favourable
          Treatment) Regulations 2001;

     (j)  any claim under the Maternity and Parental Leave etc Regulations 1999;


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<PAGE>

     (k)  any claim under the Data Protection Act 1998;

     (l)  any claim under European Union Law;

     (m)  any claim relating to the manner of the circumstances  surrounding the
          Termination;

     (n)  any claim for a protective award under the Collective Redundancies and
          Transfer  of  Undertakings   (Protection  of  Employment)  (Amendment)
          Regulations 1999;

     (o)  any claim at common law,  whether or not such claim  comes  within the
          jurisdiction of an Employment Tribunal;

     (p)  any claim for personal injury resulting from the Employee's employment
          with  the  Company  and of  which  he was  aware  at the  date of this
          Agreement  provided always that nothing in this Agreement excludes the
          Employee's right to pursue any claim for personal injury other than as
          provided in this sub-clause;

     (q)  subject  to  clauses  9 and 10  below  any  claim in  relation  to the
          Company's or any Group company's  share options,  bonus schemes or any
          long term  incentive  plans applying to you;

          but excluding  any accrued  benefits to which the Employee is entitled
          under the Company's pension scheme.

4.   Notwithstanding  the  provisions  of this  Agreement  in the event that the
     Employee  brings any claim  against the Company or any Group company or any
     of its or their  officers  agents  or  employees  then the sums paid to the
     Employee under clause 1 of this


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<PAGE>

     Agreement shall be set off against any sum which the Employee is awarded in
     connection with such claim or which the Company or any Group company or any
     of its or their  officers  agents  or  employees  is  ordered  to pay to or
     regarding the Employee in connection with such claim.

5.   Nothing  in  clause 4 above  shall  prevent  the  Employee  from  taking or
     instigating  proceedings  against  the  Company  to recover  any  liability
     incurred by the  Employee in his capacity as an officer and director of the
     Company  resulting from any group or class actions involving the Company if
     the Employee  shall be found not to be  responsible  for such liability and
     nothing in this  Agreement  shall  prevent the Company or any Group Company
     from taking or instigating  proceedings  against the Employee or making the
     Employee  a party to any  proceedings  relating  to group or class  actions
     involving the Company or any Group Company.

6.1  Subject to clauses  6.2 below the  Employee  will return  forthwith  to the
     Company all property  belonging  to the Company and to any Group  companies
     including but not limited to all  telecommunications  equipment  (including
     hardware and  software),  Company  credit cards,  keys,  documents,  files,
     lists, maps, technical information, memoranda, correspondence including all
     or any copies thereof in the  Employee's  possession or control and further
     shall use his best  endeavours to prevent the  publication or disclosure of
     any information concerning the business dealings transactions or affairs of
     the Company,  its  subsidiaries  or  associates  or its or their clients or
     customers.



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<PAGE>



6.2  The Employee  will be allowed to retain the  Company's  personal  computer,
     printer, modem and mobile phone.

7.   The  Employee  shall sign and  forthwith  deliver  to the  Company a formal
     letter of  resignation as Chief  Financial  Officer of the Company and as a
     director of all Group  companies  in which he shall hold office in the form
     of the draft letter of resignation at Schedule 1.

8.   The  Employee  undertakes  that he will  within 28 days of the date of this
     Agreement submit to the Company  documentation  satisfactory to the Company
     in relation to all outstanding expenses incurred by the Employee on Company
     business in accordance with the Company's expenses policy.

9.1  The  Employee  has the  benefit of the  following  stock  options  with the
     Company in  accordance  with the  Authoriszor  Inc 1999  Stock Plan  ("1999
     Plan") and the 2000 Omnibus Stock and  Incentive  Plan of  Authoriszor  Inc
     ("2000  Plan") and the stock option  agreements  executed by Employee  with
     respect to such stock options:

     9.1.1        an option to purchase  100,000  shares at an exercise price of
                  $6.75 per share,  which vests as to 25% each year on the first
                  four anniversaries of 1st January 2000; and


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<PAGE>



     9.1.2        an option to purchase  200,000  shares at an exercise price of
                  $1.50 per share,  which  option was granted as at 9th February
                  2001, is fully vested and which is for a 10 year term;

     together called "the Stock Options".

9.2  If the Company re-prices the stock options under the 1999 Plan and the 2000
     Plan then the Employee will be entitled to have the Stock Options re-priced
     in line with the  re-pricing  of the other  options as the Company may from
     time to time  determine and if the Company  decides to issue new options to
     shareholders  holding  options  under  the 1999  Plan and the 2000 Plan the
     Employee will be entitled to be granted new options in respect of the Stock
     Options.

10.1 The Employee will be granted  61,952 of the  Company's  Series A Cumulative
     Redeemable  Preferred Stock ("the Preferred  Stock") in accordance with the
     Certificate   of    Designations,    Preferences   and   Relative   Rights,
     Qualifications,  Limitations  and  Restrictions  relating to the  Preferred
     Stock dated  December  4, 2001 (the  "Certificate")  and the  Company  will
     deliver the relevant stock certificate within 5 working days of the date of
     this Agreement.

10.2 Subject  to the  approval  of the  Company,  the  passing  by the  Board of
     Directors  of the  necessary  resolutions  and the written  approval of the
     holders of the Preferred  Stock the Company may in its discretion  grant to
     the  Employee  additional  Preferred  Stock taking into account any amounts
     received by the Company from any tax rebates.


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<PAGE>


11.  Neither the  Employee  nor the Company  shall make any public  statement or
     other  communication  in  relation  to  the  terms  of  this  Agreement  or
     circumstances  giving rise to the  execution  of this  Agreement  except to
     their  professional  advisers,  as required by law or as agreed between the
     parties.

12.  The  Employee  agrees  and  undertakes  that he will not make or publish or
     cause to be made or published any derogatory or defamatory comments or such
     other  remarks  comments  or  statements  about  the  Company  or any Group
     companies (including its or their officers managers or employees) or its or
     their business in any capacity whatsoever.

13.  Subject  to clauses 14 and 15 below the  Company  shall use all  reasonable
     endeavours  to ensure  that its  officers  and  directors  will not make or
     publish or cause to be published any  derogatory or defamatory  comments or
     such other remarks comments or statements bout the Employee.

14.  Nothing  contained in paragraph 11 of this Agreement  shall be construed to
     limit or  otherwise  restrict  the  Company  or any  Group  companies  from
     prosecuting,  defending,  providing  testimony or evidence or responding to
     government process in any judicial or administrative  proceeding  including
     an informal proceeding of the Securities and Exchange Commission or NASDAQ.


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<PAGE>



15.1 The Employee agrees to fully  co-operate in good faith with the Company and
     any Group companies and its or their legal and professional advisers in its
     or  their  defence  of,  or other  participation  in,  any  administrative,
     judicial or other  proceeding,  including an informal  investigation by the
     Securities  and  Exchange  Commission  or NASDAQ,  arising from any charge,
     complaint or other action which has or may be filed or brought  relating to
     events that occurred,  in whole or in part, during the Employee's period of
     employment with the Company or any Group companies.

15.2 The  Employee  shall  comply  with  all  reasonable   requests  to  provide
     information to and assist the Company and any Group companies in responding
     to or complying with any  requirements or orders for discovery,  enquiries,
     investigations,  requests for information,  subpoenas or witness summons by
     any  opposing  party or any  federal,  state,  or local  government  agency
     (including  without  limitation  the  Securities  and Exchange  Commission,
     NASDAQ or the NASD).

15.3 At the request of the Company or any Group  Company and on  condition  that
     the  Employee  is  satisfied  with  any  entry  such  approval  not  to  be
     unnecessary withheld,  the Employee shall also sign any unsigned entries in
     the  minute  books of the board of  directors  or the  statutory  books for
     meetings  during the time that he was Company  Secretary of the Company and
     the  Company  shall at the time  provide the  Employee  with a copy of such
     entry.



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<PAGE>



16.  The  Employee  acknowledges  and agrees  that save to the extent  expressly
     provided in this  Agreement  all payments  and benefits  which the Employee
     received or was  entitled to in  connection  with his  employment  with the
     Company or any Group company  shall cease with effect from the  Termination
     Date.

17.  The Company will provide to the Employee or any prospective employer of the
     Employee so requesting it a reference.

18.  The  Company  will pay  direct to the  Employee's  legal  advisers a sum of
     (pound)2,500  and VAT as a contribution  towards the Employee's legal costs
     of obtaining  independent  legal  advice on the terms of this  Agreement on
     receipt by the Company of an appropriate  invoice addressed to the Employee
     but marked payable by the Company.

19.  The  Employee  has  received  independent  legal  advice  from  a  relevant
     independent  adviser (within the meaning of the Employment  Rights (Dispute
     Resolution)  Act  1998) as to the full  nature,  terms  and  effect of this
     Agreement and in particular  its effect on his ability to pursue his rights
     before an Employment Tribunal.

20.  The adviser was and is Iain M Jenkins of Lee and Priestley Solicitors of 12
     Park Square Leeds LS1 ("Relevant  Independent  Adviser") a solicitor of the
     Supreme Court and who has in force an indemnity provided for members of the
     Solicitors'  profession  covering  the risk of a claim by the  Employee  in
     respect of loss arising in consequence of the advice.



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<PAGE>


21.  The conditions  regulating  compromise  agreements under Section 203 of the
     Employment  Rights Act 1996 as amended by Section  10(1) of the  Employment
     Rights (Dispute Resolution Act 1998),  Section 77 of the Sex Discrimination
     Act 1975, Section 72 of the Race Relations Act 1976, Section 288(2B) of the
     Trade Union and Labour Relations  (Consolidation) Act 1992, Section 9(3) of
     the Disability  Discrimination  Act 1995,  Regulation  35(2) of the Working
     Time  Regulations 1998 Section 49 of the National Minimum Wage Act 1998 and
     Section 18 of the Employment Relations Act 1999 are satisfied.

22.  The Company shall receive the benefit of all  provisions of this  Agreement
     on its  behalf  and as  trustee  on  behalf  of all  other  relevant  Group
     Companies.

23.  In this  Agreement  the  words  "Group  company/companies"  shall  mean the
     Company  together with all companies which are at the  Termination  Date or
     were at the relevant time either:

     23.1 a holding  company of the  Company  as  defined by section  736 of the
          Companies  Act  1985 or any  statutory  modification  or  re-enactment
          thereof ("Holding Company");


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<PAGE>



     23.2 a  subsidiary  company of the Company as defined by section 736 of the
          Companies  Act  1985 or any  statutory  modification  or  re-enactment
          thereof ("Subsidiary Company); and/or

     23.3 a company in which the Company or any  Holding  Company is directly or
          indirectly  beneficially  interested  in ten  percent  or more of that
          company's issued ordinary share capital ("Associated Company").

24.  The  validity,  construction  and  performance  of  this  contract  will be
     governed by English Law.


IN  WITNESS  whereof  the  parties  have set their  hands the day and date first
before written


                                       12
<PAGE>




                                   SCHEDULE 1

The Directors
Authoriszor Inc
Windsor House
Cornwall Road
Harrogate
HG1 2PW


Dear Sirs

I hereby  resign  as a  director  of all  Group  companies  in which I hold such
office, from the position of Chief Financial Officer of the Company and from the
position of Company Secretary with effect from the date of this letter.

I confirm no sums are  outstanding  to me in connection  with my office(s) and I
have no claims in connection with my office(s) or loss of offices).

Yours faithfully


ANDREW CUSSONS



                                       13

<PAGE>



                             SOLICITORS CERTIFICATE
                             ----------------------


I hereby certify as follows:-

1.   I am a  solicitor  of the  Supreme  Court of  England  and Wales  holding a
     current practising certificate.

2.   I have advised  Andrew  Cussons of  Churchgate  Farm Low Lane  Thornthwaite
     Harrogate HG3 2QS of the terms and effects of the Agreement appearing above
     and in  particular  to its  effect on his  ability  to pursue a claim to an
     Employment Tribunal following its signing.

3.   I am not acting  (and have not acted) in  relation  to this  matter for the
     Company and/or any Group company.

4.   There is in force a contract of  insurance  or an  indemnity  provided  for
     members  of the  Solicitors'  profession  covering  the  risk of a claim by
     Andrew  Cussons in respect of loss arising in  consequence  of the advice I
     have given.

5.   The  conditions   regulating   Compromise  Agreements  under  the  relevant
     legislation as set out in clause 21 of this Agreement have accordingly been
     satisfied.

Signed..............................
Name of Solicitor:         Iain M Jenkins
Firm:                      Lee and Priestley Solicitors
Address:                   12 Park Square
                           Leeds
                           LS1




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<PAGE>


SIGNED on behalf of                         )
AUTHORISZOR INC                             )
in the presence of:-                        )






SIGNED by                                   )
ANDREW CUSSONS in the                       )
presence of:-                               )



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