DATED          2002
                               -------------------








                               AUTHORISZOR LIMITED



                                     - and -



                                 UTILIS VENTURES

                                     LIMITED









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                   C O N S U L T A N C Y   A G R E E M E N T

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<PAGE>






THIS AGREEMENT is made on the   day of May 2002
--------------



B E T W E E N :-
----------------

(1)  AUTHORISZOR  LIMITED of Windsor  House,  Cornwall  Road,  Harrogate,  North
     Yorkshire,HG1 2PW ("the Company").

(2)  UTILIS  VENTURES  LIMITED  of  Churchgate  Farm,  Low  Lane,  Thornthwaite,
     Harrogate, HG3 2QS ("the Consultants")





DEFINITIONS
-----------

In this Agreement, save where the context otherwise requires: -

"Board"                   Means the Board  of Directors of  the Company for  the
                          time being and from time to time

"The Group"               Means the Company  and all or  any of the  Subsidiary,
                          holding or associated companies (as defined in section
                          736 of  the Companies  Act  1985  as  supplemented  by
                          section 736A



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<PAGE>

                           of the  Companies Act  1985 and  section 416  of  the
                           Income and  Corporation Taxes  Act 1988 respectively)
                           for the time being of the Company and the expressions
                           "Companies of the  Group" and "Company  of the Group"
                           shall be construed accordingly

"R & D Tax Credit"         Means any tax payment credit or rebate  received from
                           the Inland   Revenue  in  relation  to  research  and
                           development arising  from  claims  submitted  by  the
                           Company for the financial  years ending and 30th June
                           2001 and 30th June 2002

`'Termination Date"        6 months from the date of this Agreement

"The Services"             shall include the consultancy  services as set out at
                           Schedule 1 to this Agreement



WHEREAS
-------

(A)  The  Consultants  have certain skills and abilities  which may be useful to
     the Company and/or the Group from time to time.



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<PAGE>


(B)  The Company has agreed to appoint the Consultants and the Consultants  have
     agreed to provide  their  services to the Company  and/or the Group for the
     duration of this Agreement.

IT IS HEREBY AGREED as follows :-
-------------------

1    APPOINTMENT

1.1  The Company appoints the Consultants to provide the Services to the Company
     and the Consultants  accept that  appointment upon the terms and conditions
     of this Agreement.

2    TERM

2.1  This  Agreement  shall  commence  on the date of this  Agreement  and shall
     terminate on the Termination Date.

3    CONSULTANTS' SERVICES

3.1  The Consultants must maintain in force the following insurances;

     (a)  the  insurance  (of not less than  (pound)250,000)  for each and every
          incident  against  liability for death or for injury to any person and
          loss of or damage to any property  arising out of the provision of the
          Services; and

     (b)  employers liability insurance under the Employer Liability (Compulsory
          Insurance)  Act 1969 (or any amendment or reinactment of that Act) and
          in each case that  insurance  must  extend to  indemnify  the  Company
          against any liability for which the  Consultants may be legally liable
          under the Agreement.

3.2  The Consultants shall supply such tools, equipment and assistance as may be
     necessary  to perform  the  Services  required of it to the Company and the
     Company shall neither have nor assume any responsibilities,  obligations or
     liabilities in connection  therewith as regards the Consultants,  or any of
     its officers or as regards any third party or parties.

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<PAGE>

4    FEES

4.1  In consideration of the provision of the Services the Company shall, pay to
     the Consultants the following fees:-



     4.1.1 on 31st May 2002 a payment of(pound)10,500 and VAT; and

     4.1.2 on 30th June 2002 a payment of(pound)15,000 and VAT; and

     4.1.3 on 31st July 2002 a payment of(pound)25,000 and VAT ; and

     4.1.4 on receipt of the R & D Tax Credit by the Company  for the  financial
           year ending 30th June 2001 a payment of (pound)80,000  and on receipt
           of the R & D Tax Credit by the Company for the financial  year ending
           30th June 2002 a payment equivalent to a sum  representing  fifty per
           cent of the payment  received  in  relation to the Tax Credit for the
           financial year ending 30th June 2002; and

     4.1.5 if there  is an  equity  investment  into the  Company  or any  Group
           Company in the sum of (pound)250,000 or more by Fox Hayes Investments
           which arises  from the  Services  (whether  prior to or  during  this
           Agreement) a payment of (pound)20,000  within one month of completion
           of all legal documentation in connection with such investment.

4.1  It is agreed that these  amounts are payable  notwithstanding  clause 12 in
     respect  of  which  there is no right  of set off  albeit  the  Consultants
     acknowledge the right of the Company to institute proceedings in respect of
     any failure  outlined in clause 12 or any breach by the Consultants of this
     Agreement.

4.2  In  relation to the VAT  payments  under  clause 4.1 above the  Consultants
     recognise  that the  Company  may elect to make  these  payments  following
     receipt of the relevant VAT repayments.


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<PAGE>


4.3  The Consultants  agree to make and account for all statutory  deductions in
     respect  of any  payments  made by the  Company  to the  Consultants  under
     clauses 4.1.

4.4  The Company agrees to use best endeavours to procure the R & D Tax Credit.

5    HOURS

5.1  The  Consultants  shall make  themselves  available  to the Company at such
     times and such locations as the Consultants and the Company agree from time
     to time.

5.2  The Company  shall  determine who from the  Consultants  will carry out the
     Services.

6    EXPENSES

6.1  The Company shall reimburse the Consultants for all travelling (at standard
     rate),  hotel,  entertaining and other expenses  reasonably and necessarily
     incurred by the  Consultants in connection with the business of the Company
     provided  that these are agreed in advance by the Company and  evidenced by
     appropriate receipts or vouchers to be produced on a monthly basis.

7    TAX STATUS

7.1  It is the  intention of the parties that the  Consultants  are  independent
     contractors.  Nothing  in this  Agreement  shall  make the  Consultants  an
     employee, agent or partner of the Company nor are they authorised to pledge
     the Company's credit,  sign any document,  enter into any agreement or make
     any promise on behalf of the Company.

7.2  The  Consultants  are  responsible  for  the  entire  remuneration  of  any
     independent  contractor  supplied to the Company under this Agreement.  The
     Consultants  will  continue  to make  and  account  for  all the  statutory
     deductions from the independent  contractor's salary and will indemnify the
     Company against any claims:


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<PAGE>


     (i)  for income tax, National Insurance contributions,  fines, penalties or
          interest;

     (ii) for any claims in respect of an independent contractor's  remuneration
          or other benefits.

7.3  Without   prejudice  to  the  preceding   provisions  of  this  clause  the
     Consultants  shall remain  independent  contractors and not servants of the
     Company and in such capacity  shall have the exclusive  responsibility  for
     the payment of all tax liabilities  (including  without  limitation  income
     tax, national insurance  contributions,  VAT, fines, penalties or interest)
     whatsoever  arising  out  of any  payments  received  by  them  under  this
     Agreement and will indemnify the Company against any such claims.

7.4  The  relationship  between the Company and the Consultants is evidenced and
     perpetuated  by this  Aagreement  shall  neither be nor regarded as being a
     relationship  which will give rise to any other rights or  responsibilities
     whatsoever under employment  protection  legislation or under the statutory
     sick pay scheme or other employment legislation.

8    SKILL AND CARE

     The  Consultants  must carry out the Services and perform  their duties and
     obligations with reasonable care and skill and to the best of their ability
     and shall comply with all  applicable  laws and  regulations  in connection
     with the Services.

9    CONFIDENTIALITY

9.1  The Consultants hereby acknowledge that the business of the Company and the
     Group is a specialised and competitive  business and that during the course
     of their  appointment with the Company they will have access to and have an
     intimate  knowledge  of the  Company's  and the Group's  trade  secrets and
     confidential  information.  The Consultants


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<PAGE>

     further   acknowledge   that  the   disclosure  of  any  trade  secrets  or
     confidential  information to actual or potential competitors of the Company
     or the Group would place the Company and the Group at a serious competitive
     disadvantage and would do serious damage,  financial and/or  otherwise,  to
     its or their business and business development and would cause immeasurable
     harm.

9.2  For the purpose of clause 9.1 "confidential  information" shall include but
     not be limited to:-

     the  Company's  existing  products,  new  products,  processes,   know-how,
     designs,  specifications,  inventions,  works, formulas,  methods, samples,
     materials,  developmental or experimental work, improvements,  discoveries,
     research, software programmes, marketing, selling, business plans, budgets,
     unpublished financial information, prices, costs, suppliers and customers.

9.3  By  reason  of  clauses  9.1 and 9.2 the  Consultants  agree  that  without
     prejudice  to any other duty implied by law or equity they will not without
     the prior written  consent of the Company (such consent to be withheld only
     as far as may be reasonably  necessary to protect the  legitimate  business
     interests of the Company and the Group) during their  appointment or at any
     time thereafter  communicate or disclose to any person,  company or firm or
     use for their own purposes any of the secrets or  confidential  information
     outlined  in clauses 9.1 and 9.2 above  relating to the Company  and/or its
     clients  or  relating  to the  Group  and/or  its  clients  in  any  manner
     whatsoever  save as shall be reasonably  necessary for the promotion of the
     business of the Company and the Group.

10   NON-SOLICITATION AND RESTRICTIVE COVENANTS

10.1 Without  prior  written  approval of the Company  (such  approval not to be
     unreasonably  withheld) the Consultants  undertake to the Company on behalf
     of  itself  and as agent  for the Group  that  they  will not  directly  or
     indirectly  and whether  alone or in  conjunction  with


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<PAGE>

     or on behalf of any other person and whether as a  principal,  shareholder,
     director, employee, agent, consultant, partner or otherwise:

     (a)  at any time during the period of 12 months from the  Termination  Date
          be engaged,  concerned or interested in any business which at any time
          during the Relevant  Period has  supplied  products or services to the
          Company or to any Relevant Group Company if such  engagement,  concern
          or interest  causes or would cause the supplier to cease or materially
          reduce its  supplies to the Company or any Relevant  Group  Company as
          the case maybe.

     (b)  at any time during the period of 12 months from the  Termination  Date
          be engaged,  concerned or interested in any business which at any time
          during the Relevant Period,  was a Relevant Customer of the Company or
          of any Relevant Group Company if such engagement,  concern or interest
          causes or would cause the Relevant  Customer to cease or materially to
          reduce its orders or contracts  with the Company or any Relevant Group
          Company.

     (c)  at any time during the period of 12 months from the  Termination  Date
          so as to  compete  with the  Company  or any  Relevant  Group  Company
          canvass,  solicit or approach or cause to be  canvassed,  solicited or
          approached  any  Relevant  Customer  for the sale or  supply  to it of
          Relevant Products or Services, or endeavour to do so; or

     (d)  at any time during the period of 12 months from the  Termination  Date
          so as to compete with the Company or any Relevant  Group  Company deal
          or  contract  with any  Relevant  Customer  in relation to the sale or
          supply of any Relevant Products or Services, or endeavour to do so; or

     (e)  at any time during the period of 12 months from the  Termination  Date
          solicit or induce or  endeavour to solicit or induce any Key Person to
          leave the  employ of



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          the Company, whether or not such person would commit any breach of his
          contract of  employment  or  engagement  by leaving the service of the
          Company or any Group Company; or

     (f)  at any time during the period of 12 months from the  Termination  Date
          in connection  with any business in or proposing to be in  competition
          with the Company or any  Relevant  Group  Company,  employ,  engage or
          appoint or in any way cause to be employed, engaged or appointed a Key
          Person.

     (g)  encourage,  assist or procure any third party to do anything which, if
          done by him would be in breach of 10.1 (a) to (f) above.

10.2 The Consultants agree with and undertake to the Company on behalf of itself
     and as agent for the Group that in addition to the  restrictions  contained
     in clause 10.1 the Consultants will not without the Company's prior written
     consent directly or indirectly during the period of 12 months following the
     Termination Date either on their own account or for any other person,  firm
     or company and whether as principal,  holder, partner,  employee,  officer,
     agent or otherwise  within the Restricted  Territory carry on or be engaged
     or  concerned  or  interested  in  or  provide  technical,   commercial  or
     professional  advice to any business  which supplies  Relevant  Products or
     Services in  competition  with the Company or any Relevant  Group  Company.

10.3 Each of the  restrictions  in  clause 10 is  intended  to be  separate  and
     severable and in the event that any of the  restrictions  shall be adjudged
     to be void or ineffective  for whatever  reason but would be adjudged to be
     valid and effective if part of the wording or range of services or products
     were reduced in scope or deleted,  the said  restrictions  shall apply with
     such modifications as may be necessary to make them valid and effective.

10.4 Since the  Consultants  may also obtain in the course of this  Agreement by
     reason of services  rendered to the Group knowledge of the trade secrets or
     other  confidential


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     information of the Group,  the  Consultants  hereby agree that they will at
     the  request  and cost of the  Company  enter  into a direct  agreement  or
     undertaking   with  the  Group   whereby  they  will  accept   restrictions
     corresponding to the  restrictions  contained in this agreement (or such of
     them  as may be  appropriate  in the  circumstances)  in  relation  to such
     products  and  services  and such area and for such period as the Group may
     reasonably require for the protection of its legitimate interest.

10.5 For the purposes of this clause 10 the following expressions shall have the
     following meanings:

     (a)  "Effective Date" means the Termination Date of this Agreement

     (b)  "Key  Person"  shall mean any person  who on the  Effective  Date is a
          director or officer or manager or  executive or of the same or similar
          grade to the  Consultants  employed by the Company or the Group or any
          consultant of the Company or Group with whom the Consultants worked or
          had  material   dealings  or  for  whose  work  the  Consultants  were
          responsible or managed in the course of providing their services under
          this agreement at any time during the Relevant Period.

     (c)  "Relevant   Customer"  shall  mean  any  person,   firm,   company  or
          organisation who or which at any time during the Relevant Period is or
          was:

          (i)  negotiating  with the Company or a Relevant Group Company for the
               sale or supply of Relevant Products or Services; and/or

          (ii) a client or customer of the Company or any Relevant Group Company
               for the sale or supply of Relevant Products or Services; and/or

          and in each case with whom the Consultants were directly  concerned or
          connected  or any  employee  who was  under  the  direct  or  indirect
          supervision of the Consultants shall have had personal dealings in the
          course of providing


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          services  to the  Company  or of whom  the  Consultants  had  personal
          knowledge  during the Relevant Period in the course of providing their
          services to the Company under this Agreement.

     (d)  "Relevant  Group Company" shall mean any Group Company (other than the
          Company) for which the Consultants have performed  services under this
          agreement  or for  which  they  have  had  operational  or  management
          responsibility  or they have provided  services at any time during the
          Relevant Period.

     (e)  "Relevant  Period"  shall  mean the  period of 12  months  immediately
          before the Effective Date.

     (f)  "Relevant  Products or Services" shall mean products or services which
          are of  the  same  kind  as or of a  materially  similar  kind  to and
          competitive  with any products or services  sold by the Company or any
          Relevant Group Company within the Relevant  Period and with which sale
          or supply the Consultants  were directly  concerned or connected or of
          which they had personal  knowledge  during the Relevant  Period in the
          course of providing their services under this Agreement.

     (g)  "Restricted  Territory"  shall mean within England,  Scotland,  Wales,
          Northern  Ireland and Ireland and any other country in the world where
          on the  Effective  Date the Company was engaged in the research  into,
          development,  manufacture,  distribution,  sale or supply or otherwise
          dealt  with  the  Relevant  Products  or  Services  and in  which  the
          Consultants  were directly or indirectly  concerned or connected or of
          which they had personal  knowledge  during the Relevant  Period in the
          course of providing their services under the Agreement.

11.  INTELLECTUAL PROPERTY RIGHTS

11.1 The  ownership  of and sole right to the  copyright  in any  correspondence
     information plans documentation  material ("the  Information")  prepared by
     the Consultants for the


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     Company under this Agreement shall be vested in the Company from the outset
     and the  Company  shall be at  liberty  to effect  and be  responsible  for
     securing such  protection of the  Information by registration as it may see
     fit.

11.2 The  Consultants  shall lend to the Company all  assistance in securing the
     registration  of the  Information  if  required by the Company to so do and
     shall if  required to do so by the Company  execute any  assignment  of the
     copyright in the Information complying with the provisions of the Copyright
     Designs and Patents Act 1988 (or any subsequent enactment) but the right of
     the Company to require  such  assignment  of  copyright  shall in no way be
     construed as  indicating  that the  copyright in such designs is other than
     vesting in the Company in accordance with the terms of this Agreement.

11.3 The  Consultants  shall  mark the  Information  with a  statement  that the
     copyright shall be vested in the Company.

11.4 The  Consultants  covenant with the Company to observe all  industrial  and
     intellectual  property  rights  of the  Company  and not  cause  or  permit
     anything which may endanger the said intellectual property or the Company's
     title to it or assist or suffer others to do so.

11.5 The Consultants  shall  indemnify and keep  indemnified the Company against
     all costs  claims  demands  expense  and  liabilities  arising out of or in
     connection  with any breach of this clause or any breach by the Consultants
     of any intellectual property rights of any third party arising from the use
     by the  Consultants of the Company's  intellectual  property save only that
     this clause shall cease to have effect twelve  calendar months from the end
     of this Agreement.



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12   TERMINATION

Notwithstanding  any other provision of this Agreement the Company may terminate
this Agreement :-

12.1 forthwith upon giving to the  Consultants  written notice to that effect if
     the Consultants :-

     (a)  are  guilty of any  material  breach or  non-observance  of any of the
          terms and conditions contained in this Agreement; or

     (b)  becomes insolvent or makes any composition with their creditors; or

     (c)  are  incompetent  and/or  neglects  or omits to  perform  any of their
          duties or obligations under this Agreement; or

     (d)  fails or refuses after written instruction to carry out the duties and
          obligations reasonably and properly required of them.

     (e)  fails to provide a suitably  qualified and competent  person to supply
          the  Services  to the  Company,  or  provides a person  without  prior
          approval of the Company.

12.2 by not less than 1 month's written notice to that effect if the Consultants
     are not able to provide their  services by reason of  ill-health  hereunder
     for  a  cumulative  period  of 15  consulting  days  in  any  period  of 12
     consecutive months.

13   OTHER INTERESTS

     The  Consultants  are free to provide  consultancy  services and/or take up
     positions  with third  parties  provided  that such  activities  are not in
     breach of this Agreement.


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14   OBLIGATIONS ON TERMINATION

Upon termination of this Agreement (for whatever cause) the Consultants shall
deliver up to the Company all documents, records, papers or other Company or
Group property which may be in their possession or under their control and which
relate in any way to the property business affairs of the Company or the Group.
Further, no copies shall be retained by the Consultant..

15   NOTICES

15.1 Any notice  required or authorised to be given under this  Agreement may be
     served by personal delivery or by pre-paid  registered or recorded delivery
     letter  or by cable or telex  addressed  to the  party in  question  at the
     address of such party given in this Agreement or to such other addresses as
     may be notified in writing for the purposes of this  Agreement.  Any notice
     so given by personal  delivery shall be deemed to have been served 48 hours
     after each had been  posted and any notice so given by cable or telex shall
     be deemed to have been served 24 hours after it shall have been despatched.

16   PROPER LAW

     This  Agreement  shall be  governed  by  construed  and take  effect in all
     respects in  accordance  with  English law and the  parties  hereto  hereby
     submit to the  non-exclusive  jurisdiction  of the High Court of Justice in
     England.

17   SUPERCESSION

     This Agreement shall supersede all previous  Agreements  whether written or
     not heretobefore subsisting between the Company and the Consultants.


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18   SEVERABILITY

     If any  part  or  term  or  provision  of this  Agreement  not  being  of a
     fundamental  nature is held to be illegal or unenforceable  the validity or
     enforceability of the remainder of this Agreement shall not be affected.

IN WITNESS  WHEREOF the parties  hereto have entered into this Agreement the day
and year first before written.





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<PAGE>




SIGNED  for and on behalf of   )

AUTHORISZOR LIMITED            )

in the presence of :-          )













SIGNED  for and on behalf of   )

UTILIS VENTURES  LIMITED       )

in the presence of:            )




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<PAGE>




                                   SCHEDULE 1
                                   ----------


"The Services"

The  Consultants  in  providing  the  Services to the Company  will  provide the
following advice/ assistance to the Company and/or the Group:-

     1.   Investor Relations.

     2.   Strategic Partner Relations.

     3.   Development of Business Plan to June 2004.

     4.   Advice to CEO and the Board on the conduct of the  Company  and/or the
          Group.

     5.   Assist CEO achieve cost savings.

     6.   Assist CEO with regard to SEC reporting requirements.

     7.   Advise  CFO/Secretary  with  regard to  Quarter  end and Year end 2002
          matters.

     8.   Advise   CFO/Secretary   with  regard  to  reorganisation  of  finance
          function.

     9.   Assistance in relation to equity investment or other investment in the
          Company and/or the Group.

     10.  Advice in relation to obtaining tax credits/repayments.

     11.  Assist  CEO  with  rolling  3 year  business  plan  and  Company/Group
          strategy.

     12.  Establish high level marketing strategy to support business plan in 11
          above.



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     13.  Advise on and build a targeted  portfolio of investment source options
          for the Company and/or Group.

     14.  Complete the Pre Worx business relationship.

     15.  Research and advise the CEO and Board on asset disposal options.

     16.  Attend all necessary meetings.

     17.  Undertake  any  activity  the  CEO and  Board  may  from  time to time
          reasonably require.




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