LICENSE AND DISTRIBUTION AGREEMENT


This  agreement   ("Agreement")  is  made  between  Authoriszor  Inc  a  company
incorporated  in Delaware,  USA with IRS Employer ID No.  75-2661571  of Windsor
House,  Cornwall  Rd,  Harrogate  HG1 2PW  (AUTHORISZOR")  on the one  hand  and
Sandford  Technology  Limited (STL) a company  incorporated in England and Wales
with company number 4397593 with  registered  office at Yorkshire  House,  Greek
Street, Leeds LSI 5ST ("STL") on the other hand.


Whereas

A.   AUTHORISZOR  wishes STL to perform certain  exclusive  support services for
     and/or on behalf of AUTHORISZOR and STL wishes to perform such work; and

B.   AUTHORISZOR  wishes to appoint STL as the primary  distributor  for certain
     AUTHORISZOR products

C.   AUTHORISZOR  and STL wish to set out the terms and  conditions  under which
     STL shall perform such services and  undertake  reseller  responsibilities;
     and

D.   AUTHORISZOR   may  disclose   certain   proprietary   and/or   confidential
     information  to STL and  AUTHORISZOR  wishes to  protect  the  confidential
     nature of this  information  and also  wishes to set forth the terms  under
     which ownership of any work done by STL shall be regulated,

Therefore, the parties hereto agree as follows:

1    DEFINITIONS

1.1  "Derivative  Works"  shall  mean work on the  Products,  such as  revision,
     modification, translation, abridgment, condensation, expansion or any other
     form in which such  Products  may be  recast,  transformed  or adapted  and
     which,  if prepared  without  AUTHORISZOR's  authorization  as owner of the
     copyright and other Intellectual Property in the products, would constitute
     an   infringement.   Derivative   Works  does  not  include  any   enabling
     technologies,  applications  or agents  developed by STL which may coexist,
     interoperate  or integrate  with the  Products.  STL may create  Derivative
     Works as specified herein.

1.2  "End  Users"  shall mean a  licensee  of STL or  AUTHORISZOR  that uses the
     Products for its own internal business needs and not for redistribution.

1.3  "Intellectual Property Rights" shall mean all present and future copyright,
     design  rights  (whether  registered  or  unregistered),  database  rights,
     semi-conduct   topographical  rights,  trademarks  (whether  registered  or
     unregistered),  patents  and all other  intellectual  property  rights of a
     similar  nature  and  any  confidential  information  and  know  how in the
     Intellectual Property the Products and the Derivative Works.

1.4  "Object  Code"  shall  mean  AUTHORISZOR's  computer  programming  code  in
     substantially  binary form, and includes header files of the type necessary
     for use or  interoperation  with other  computer  programs.  It is directly
     executable  by  a  computer  after  processing  or  linking,   but  without
     compilation or assembly.

1.5  "Products"  shall mean the PositivelD  products  specified in Schedule A as
     amended from time to time.

1.6  "Source  Code"  as used  herein  shall  mean  AUTHORISZOR  program  code in
     human-readable form,  including but not limited to, listings,  flow charts,
     logic diagrams,  programming notes, notebooks,  source code and any related
     documentation furnished therewith

1.7  "Territory" shall mean Worldwide.

2    LICENSE GRANT

2.1  Subject to the terms and  conditions set forth herein,  AUTHORISZOR  hereby
     grants to STL a worldwide exclusive right to distribute, sell and otherwise
     market  the  Products  and  to  license  or  sub-license  the  Products  on
     AUTHORISZOR's behalf in Object Code format only. Such license shall include
     the right of STL to sublicense the Object Code on  AUTHORISZOR's  behalf to
     distributors,  resellers, and other third


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     parties to achieve the  foregoing.  In  addition,  STL may make Source Code
     available to third  parties  under a suitable  license and  confidentiality
     agreement in order to facilitate development of Derivative Works.

2.2  Subject to reasonable and good faith  negotiations with STL on matters such
     as the total number of resellers appropriate in the market, qualifications,
     margins and territory,  AUTHORISZOR has the option at any time after 1 July
     2003 to require that STL appoints one or more  non-exclusive  distributors,
     or resellers  introduced by  AUTHORISZOR to the benefit of both parties STL
     agrees that such nonexclusive  distributors or resellers shall be appointed
     on comparable terms to STL's other comparable distributors, and resellers.

2.3  STL shall also work with AUTHORISZOR's existing reseller base to distribute
     the  Products.  The parties  shall  co-operate  in an endeavour to secure a
     sub-contract  arrangement  or the signing of a new reseller  agreement with
     STL

2.4  AUTHORISZOR  permits  STL to  distribute,  sell and  otherwise  market  the
     Products to customers (including but not limited to End Users, distributors
     and resellers) either under AUTHORISZOR's brand or under STL's brand. Where
     STL adapts AUTHORISZOR documentation for distribution under STL's own brand
     in accordance with this Section 2.3, AUTHORISZOR trademarks may be replaced
     but all AUTHORISZOR  copyright notices shall be retained in accordance with
     Section 5 hereof.  For the avoidance of doubt where STL distributes,  sells
     and  otherwise  markets under STL's brand it shall not be in breach of this
     Agreement (in particular the provisions of Clause 3.3 (iii)).

2.5  AUTHORISZOR  shall  provide STL with two master  copies of each  Product in
     Source and Object Code form in a format suitable for use  reproduction  and
     modification.

2.6  AUTHORISZOR  hereby grants to STL a worldwide,  exclusive right and license
     to use and modify the Source Code of the  Products  and prepare  Derivative
     Works of the  Products.  License fees will also be payable by STL each time
     it distributes a Derivative Work of the Products.  AUTHORISZOR shall retain
     all right,  title and interest  (including  ownership of copyright) in such
     Derivative  Works  prepared by or on behalf of STL. STL will make copies of
     any new Source Code for the  Derivative  Work  available to  AUTHORISZOR on
     request and whenever any new versions of the Products are released.

2.7  In the event that certain End Users and  Resellers  are unable or unwilling
     to novate  agreements for the Products or AUTHORISZOR at its option chooses
     to remain  primarily  liable to them,  AUTHORISZOR  shall  sub-contract the
     license  fees and  associated  services  revenue for the Products to STL at
     full value and STL shall provide all services detailed in this agreement to
     such End Users and  Resellers.  The  provisions  of Clause 7 and Schedule A
     shall apply in respect of corresponding  fees pavable to AUTHORISZOR by STL
     in respect of such sub-contracted license fees and services. .

3    OBLIGATIONS OF STL AS DISTRIBUTOR

3.1  AUTHORISZOR hereby appoints STL as an Authoriszor Master Distributor, on an
     exclusive basis, to distribute the Products.

3.2  During the term of this  Agreement,  STL is  authorized  to use the various
     trademarks  and trade names owned by  AUTHORISZOR  in  connection  with its
     advertising,  catalogs,  exhibits,  public relations  materials and manuals
     covering the Products.  Specifically, STL may at its option either trade as
     Authoriszor Technology or use the brand for promotional purposes.

3.3  STL will (i) actively  devote all  commercially  reasonable  efforts to the
     promotion  and  distribution  of  the  Products  to  End  Users  and  other
     customers,   (ii)   establish  and  maintain   appropriate   marketing  and
     distribution facilities and personnel within its organization to create and
     meet the demand for Products among End Users in the Territory, (hi) promote
     the goodwill, name and reputation of AUTHORISZOR and the Products, and (iv)
     represent Products accurately and fairly, and at all times avoid misleading
     or unethical business practices.

3.4  STL has  represented to  AUTHORISZOR  that it possesses or will acquire the
     necessary  capital,  experience,  facilities  and  personnel  to  meet  its
     obligations  hereunder.  STL will employ its own  resources  in  performing
     marketing  efforts  involving  the  Products  and has or will  develop  the
     technical  capability to be familiar with the Products,  thereby  requiring
     only a reasonable amount of technical support from AUTHORISZOR.

3.5  STL will (i)  announce  to its base of  current  and  prospective  End User
     customers in the  Territory  that the Products are or will be available for
     distribution by STL , (ii) distribute  marketing and technical brochures in


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     electronic or hard copy form as  appropriate  which describe the functions,
     features,  and operation of the Products to all of STL 's locations  within
     the Territory,  (iii) regularly advertise the Products in a manner and with
     the same frequency as STL normally  employs for other  products  offered by
     the STL , and (iv)  train an agreed  upon  number of its  personnel  in the
     features and functions of the Products.

3.6  STL will provide  professional  services to end users and  resellers of the
     Products.

4    OBLIGATIONS OF AUTHORISZOR

4.1  AUTHORISZOR  will provide to STL a complete list of AUTHORISZOR' s existing
     customer base for the Products.  The parties shall  co-operate in a program
     for the sub-contract of existing license,  support and reseller  agreements
     for the Products to STL and the  transfer of revenues and cash  payments as
     appropriate.

4.2  Where possible  AUTHORISZOR  will transfer the full remaining  value of any
     existing or new contracts for the Products and  associated  services to STL
     and also  transfer the full value of web-based  sales or cash  transactions
     where applicable either now or in the future.

4.3  AUTHORISZOR  will provide  applicable sales lead  information,  obtained by
     AUTHORISZOR  through its sales and  marketing  efforts  and other  business
     activity,  including  contacts  at trade  shows,  advertising  efforts  and
     partnering  programs,  to STL regarding  potential  sales  prospects in the
     Territory.

4.4  AUTHORISZOR staff shall not be deemed to be STL personnel or agents for any
     purpose. AUTHORISZOR staff shall not be entitled to the benefits of any STL
     employee  benefit plans or policies.  STL shall not be responsible  for the
     payment of any workers'  compensation,  disability  benefits,  unemployment
     insurance or for withholding  income taxes or social security  payments for
     AUTHORISZOR  staff.  AUTHORISZOR shall be solely responsible for, and shall
     duly perform, all such payment and withholding obligations.

     Where  requested  (e.g.  a  large  deal)  and  by  reasonable  negotiation,
     AUTHORISZOR  will  act  as  prime  contractor  for a STL  customer  who  is
     purchasing the Products or associated  services or where other services may
     be delivered by  AUTHORISZOR.  AUTHORISZOR  will also maintain the existing
     agreement with  ComponentSource (at no cost to AUTHORISZOR) for the benefit
     of STL and immediately transfer revenues and payments at full value.

4.5  AUTHORISZOR  will pay one-off  fees on behalf of STL up  to(pound)2,500  in
     respect of legal advice on this and other agreements.

4.6  In  consideration  of the performance by STL of its obligations  under this
     Agreement  and  the  payment  by STL  of  (pound)1  (receipt  of  which  is
     acknowledged  by  AUTHORISZER),  AUTHORISZER  grants  to STL the  exclusive
     option to purchase the  Intellectual  Property in and any right,  title and
     interest in and to the Products and the Derivative Works (the Option).

4.7  The Option may be exercised by STL:

     4.7.1 at any time after  5.00 p.m.  on 1 July 2004 and before the expiry or
           termination of this Agreement; or,

     4.7.2 within 60 days of the receipt by AUTHORISZER  of a bona fide offer by
           a third  party for  the Intellectual  Property in  and/or  any right,
           title and interest in the Products and the Derivative Works.

4.8  STL may exercise  the Option by sending a notice in writing to  AUTHORISZER
     pursuant  to Clause 15 of this  Agreement.  On the  exercise of the Option,
     AUTHORISZER  shall  become  bound to sell  and STL  shall  become  bound to
     complete the purchase of the Intellectual  Property in and any right, title
     and interest in the Products and the Derivative Works.

4.9  The price payable for the Intellectual Property in and any right, title and
     interest in and to the  Products and the  Derivative  Works  following  the
     exercise of the Option  shall be five times the licence fees (as set out in
     Schedule A) paid to AUTHORISZOR  during the 12 months prior to the exercise
     of the option.

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4.10 AUTHORISZOR  agrees  and  undertakes  to STL  that it will not  during  the
     continuation in force of this Agreement:

     4.10.1 sell or offer for sale or agree  (conditionally or  unconditionally)
            to sell or offer for sale to any third party; or,

     4.10.2 directly or indirectly solicit,  initiate or respond to any approach
            made with a view to selling  to any third  party;  the  Intellectual
            Property in and any right, title and interest in and to the Products
            and the Derivative Works  without  first  offering the  Intellectual
            Property in and any right, title and interest in and to the Products
            and the Derivative Works to STL and offer to STL a period of 60 days
            as set out in Clause 4.7.2 to match the third party offer.

4.11 Following the exercise of the Option,  AUTHORISZOR shall within 60 days (or
     such other period as the parties may agree)  execute such  assignments  and
     other  documents  and carry out such  further acts and perform such further
     assurances as STL may  reasonably  require,  to perfect the title of STL to
     the  Intellectual  Property in and any right,  title and interest in and to
     the Products and the Derivative Works.

4.12 STL hereby grants  AUTHORISZOR an option to purchase the whole of the share
     capital of STL at any time after 3 years from the date of  commencement  of
     the term of this  agreement for the remaining  term of this agreement for a
     consideration  calculated  at  three  times  the  revenue  of STL  over the
     immediately preceding 12 month period.

4.13 AUTHORISZOR  will provide the  following  facilities  for the use of STL in
     line with Authoriszor Technology's needs when it was part of the group:

     o    Suitable  office space and  facilities  free of charge for 1-2 persons
          for a period of one month and thereafter at an agreed monthly rate

     o    Hardware,  software  and  equipment  free of charge  for a period of 3
          months at the end of which the hardware and software  will be returned
          to  AUTHORISZOR,  rented at an agreed monthly rate or purchased by STL
          at an agreed price

     o    Marketing materials relevant to the Products free of charge, including
          unused  stock of  datasheets,  exhibition  panels and text created and
          used in promotional campaigns

     o    Licensing  and  other   agreements  for  software,   maintenance   and
          consultancy services; free of charge

     o    Use of the  authoriszor.com  domain  and  website  free of charge  for
          promotional purposes, product download and web-purchases.  AUTHORISZOR
          will also use best  efforts to  procure  for STL the option to use the
          domain  exclusively or acquire it free of charge should AUTHORISZOR no
          longer require it.

5    General Restrictions

5.1  The  Products  and all  associated  intellectual  property  rights  are the
     property of  AUTHORISZOR  STL  acquires no title,  right or interest in the
     Products or Derivative  Works other than the license granted herein and the
     title to the magnetic  media upon which the master copy of the Products are
     delivered.  STL shall,  at any time, and from time to time hereafter at the
     request and expense of  AUTHORISZOR  execute all such  documents and do all
     such  further  acts as  AUTHORISZOR  may  require  in  order  to  vest  the
     Intellectual  Property Rights in  AUTHORISZOR.

5.2  STL  will  not  remove  any  trademark,  logo,  copyright  notice  or other
     proprietary  notice from the  Products and shall be  responsible  for their
     conservation  on all  copies of the  Products.  STL shall  also  accurately
     reproduce,  and require any third party that uses the Product to reproduce,
     all proprietary notices of AUTHORISZOR on any Derivative Works.

5.3  For the  purposes of dealing  with the U.S.  Government,  the  Products are
     "commercial   computer   software"   or   "commercial   computer   software
     documentation"  and,  absent  a  written  agreement  to the  contrary,  the
     Government's  rights with respect to such Products are limited by the terms
     of this Agreement, pursuant to FAR 12.212(a) and/or DFARS 227.7202-l(a) and
     successor  regulations,  as applicable.  STL agrees,  where applicable,  to
     ensure that notice of  this classification will be included in any of STL's
     dealings with the U.S. Government.


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5.4  As a condition of the licenses granted hereunder,  for the duration of this
     Agreement,  STL hereby agrees that where  AUTHORISZOR  introduces STL to an
     existing or  potential  customer,  STL shall not  undermine  the current or
     future business of AUTHORISZOR at existing and potential  custom  locations
     by offering competing products or services.

6    SUPPORT SERVICES

6.1  As a condition of the licenses granted hereunder, STL shall provide support
     to existing  AUTHORISZOR  customers and End Users for the Products although
     AUTHORISZOR  at STL's  request will provide 1st and/or 2nd line support for
     the  Products  at the fee set out in  Schedule  A . STL may  terminate  the
     support of the  Products no sooner than four (4) years after die  Effective
     Date of this  Agreement.  STL  must  give at  least  one  years  notice  of
     termination of support to AUTHORISZOR customers.

6.2  Subject to the provision of 1st and/or 2nd line support by AUTHORISZOR  and
     its  responsibilities  for an agreed level of service,  STL shall be solely
     responsible  for  the  support  and  maintenance  of the  Products  whether
     licensed or sublicensed to End Users in the Territory.

7    LICENSE FEE

7.1  STL agrees to pay the  license  fees set forth in Schedule A. STL shall pay
     AUTHORISZOR  all  licence  fees as  specified  in  Schedule  A  except  for
     nominated  accounts for which both parties have mutually  agreed in writing
     that different payment terms shall apply.

7.2  STL must have an industry standard and commercially  reasonable  process in
     place to ensure that the  appropriate  support  and license  fees have been
     tracked and paid.  STL will,  upon the request of  AUTHORISZOR,  certify in
     writing to  AUTHORISZOR  the number of enabled or registered  users in use.
     AUTHORISZOR  will have the right,  with  reasonable  notice,  during normal
     business hours, at AUTHORISZOR's  sole expense,  and in as non-disrupting a
     manner as  possible,  to audit STL 's  compliance  with  this  Section.  If
     AUTHORISZOR  reasonably believes STL has paid or may have paid insufficient
     license fees,  AUTHORISZOR  may appoint a mutually  acceptable  independent
     auditor to conduct an audit;  if the amount of license fees due AUTHORISZOR
     as  determined by the  independent  audit is greater than five percent (5%)
     more than represented by STL, STL will remit the license fees determined to
     be due by the auditor and reimburse AUTHORISZOR the costs incurred for that
     audit.  Any  amounts  shown to be due to  AUTHORISZOR  following  any audit
     conducted  by  AUTHORISZOR  shall be paid not later than  fifteen (15) days
     following the date the auditors'  report is made available to STL and shall
     include  interest  payments  accrued  at 2%  above  base  rate  during  the
     applicable period covered by the audit. Any and all information obtained in
     the course of such audit shall be treated as  Confidential  Information (as
     defined below) by AUTHORISZOR and the auditor.  Deliberately  executing, or
     permitting the execution of the Products for which the appropriate  license
     fees have not been paid within the agreed  payment  terms may  constitute a
     violation  of this  Agreement.  If  verified by an  independent  auditor as
     described above and if not corrected  within a period of 3 months following
     notification  of such  violation,  the violation may lead to termination of
     this agreement.

7.3  On request  STL will  provide to  AUTHORISZOR  quarterly  reports of actual
     sales and forecasts of estimated sales of the Products under this Agreement
     for each quarter covered  hereby.  The forecasts of estimated sales will be
     prepared in good faith,  reasonably accurate and detailed based on die best
     information,  and will be  transmitted  by means  of a  mutually  agreeable
     method and format. Such forecasts shall serve  informational  purposes only
     and shall not be binding on STL.  Each  quarterly  report/forecast  will be
     delivered  not later than the last  business day of the first month of each
     quarter;  the report  shall cover the quarter  just closed and the forecast
     shall cover the quarter just underway.

8    Non-Disclosure

8.1  "Confidential Information" shall mean: (i) the Source Code of the Products;
     (ii) any materials or information  marked as confidential  (or described as
     confidential  at the time of oral  disclosure and summarized in writing and
     sent to the receiving party within thirty (30) days of disclosure, with the
     appropriate  markings)  at the time of  disclosure;  and (iii) the terms of
     this Agreement. "Confidential


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     Information"  shall  not  include  information  that:  (a)  is  or  becomes
     generally  known or available by  publication,  commercial use or otherwise
     through no fault of the receiving party;  (b) is demonstrably  known by the
     receiving   party  at  the  time  of  disclosure  and  is  not  subject  to
     restriction;  (c) is  independently  developed or learned by the  receiving
     party;  (d) is lawfully  obtained  from a third party that has the right to
     make such  disclosure;  or (e) the disclosing  party is obliged to disclose
     under any court order or as may be  necessary  to further a cause of action
     or defense, provided reasonable notice is given to the disclosing party.

8.2  Each  party  shall  protect  the  other's  Confidential   Information  from
     unauthorized dissemination and use a similar degree of care that such party
     uses to protect its own like information, but no lesser degree of care than
     is  industry  standard.  Neither  party will use the  other's  Confidential
     Information  other  than as  necessary  to  further  the  purposes  of this
     Agreement.  Neither  party  will  disclose  to third  parties  the  other's
     Confidential  Information  without the prior  written  consent of the other
     party.  Except as  expressly  provided in this  Agreement,  no ownership or
     license  rights is granted in any  Confidential  Information.  The parties'
     obligations of confidentiality  under this Agreement shall not be construed
     to limit either party's right to independently  develop or acquire products
     without use of the other party's  Confidential  Information.  STL shall not
     make or use  more  copies  of any  Confidential  Information  than it shall
     reasonably deem necessary in connection with its permitted use thereof.

8.3  Upon expiration or termination of this Agreement, or at the earlier request
     of AUTHORISZOR and/or STL , as applicable,  STL shall return to AUTHORISZOR
     and/or STL , and make no further use thereof, all Confidential  Information
     under its possession or control.

9    Term and Termination

     This Agreement  shall commence on 25 March 2002 and continue for an initial
     period of five years  unless  earlier  terminated  as provided  for herein.
     After the initial  period this  agreement  shall be  automatically  renewed
     annually unless terminated earlier by mutual consent.

9.1  This  Agreement  and any license  granted  hereunder  may be  terminated by
     either party (i) if either party becomes bankrupt or enters administration,
     (ii)for material breach by the other party of any of the provisions of this
     Agreement  and such  breach  has not been  cured  within 30 days of written
     notice thereof, or (iii) upon failure by the other party to pay any and all
     amounts  promptly  when due,  providing  that the other party has  provided
     notice of such failure, has notified the other party of the consequences of
     failure  to pay and gives the other  party not less than 3 months to remedy
     the failure and that at the end of the 3 month  period the overdue  amounts
     have not been paid.

9.2  The  provisions of this  Agreement  which by their nature  should  survive,
     shall survive the termination of this Agreement.

10   STL Limited Warranty

10.1 STL hereby represents and warrants that:

     (a)  it is fully qualified to perform the work under this Agreement;

     (b)  it  shall  perform  its   obligations   under  this   Agreement  in  a
          professional and diligent manner;

     (c)  any and all software and/or  documentation  developed by STL hereunder
          shall not subject AUTHORISZOR to any third party claim of intellectual
          property right infringement;

     (d)  that as at the date of this  Agreement  none of the provisions of this
          Agreement or STL 's obligation to perform the  obligations  under this
          Agreement  contravenes  or is in conflict  with any  agreements of STL
          with,  or  obligation  to,  any other  person,  firm,  corporation  or
          government,  including,  without  limitation,  employment  agreements,
          disclosure agreements or agreement for assignment of inventions.

10.2 Subject to the limitation of liability  contained in Section 12 hereof, STL
     agrees to indemnify  AUTHORISZOR  against all costs,  proceedings,  claims,
     demands and  expenses  which may be incurred by  AUTHORISZOR  directly as a
     result of any proven breach or proven  negligence on the part of STL in the
     performance of any of its  obligations  hereunder.

11   AUTHORISZOR LIMITED WARRANTY

11.1 UNLESS SPECIFIED HEREIN, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS
     AND  WARRANTIES,  INCLUDING  ANY  IMPLIED  WARRANTY OF  MERCHANTABILITY  OR


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     FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.  AUTHORISZOR SPECIFICALLY
     DISCLAIMS  ANY WARRANTY  THAT THE  FUNCTIONS  CONTAINED IN THE  AUTHORISZOR
     PRODUCTS OR THE RESULTS OF USE WILL MEET  CUSTOMER'S  REQUIREMENTS  OR THAT
     THE  OPERATION  WILL  BE   UNINTERRUPTED   OR   ERROR-FREE.   BECAUSE  SOME
     JURISDICTIONS  MAY NOT ALLOW CERTAIN OF THE ABOVE  EXCLUSIONS,  SOME OF THE
     DISCLAIMERS MAY NOT APPLY.

12   Limited Liability

12.1 EXCEPT FOR THE INTELLECTUAL PROPERTY INDEMNIFICATION SET OUT IN CLAUSE 13.1
     AND INFRINGEMENTS OF AUTHORISZOR'S  INTELLECTUAL  PROPERTY RIGHTS,  NEITHER
     PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL,  CONSEQUENTIAL, SPECIAL
     OR EXEMPLARY DAMAGES  (INCLUDING,  BUT NOT LIMITED TO, DAMAGES FOR BUSINESS
     INTERRUPTION  OR LOSS OF DATA)  ARISING OUT OF THE USE OR  INABILITY TO USE
     THE AUTHORISZOR  PRODUCTS OR PROJECT  MATERIALS,  EVEN IF FORESEEABLE OR IF
     ADVISED OF THE  POSSIBILITY  OF SUCH DAMAGES.  NEITHER PARTY WILL BE LIABLE
     FOR ANY  DAMAGES  RESULTING  FROM  PHYSICAL  DAMAGE TO PROPERTY OR DEATH OR
     INJURY OF ANY PERSON EXCEPT WHERE ARISING FROM THE OTHER PARTY'S NEGLIGENCE
     OR WILLFUL MISCONDUCT. EXCEPT FOR LIABILITY UNDER THE INTELLECTUAL PROPERTY
     INDEMNIFICATION  OR INFRINGEMENT  OF  AUTHORISZOR'S  INTELLECTUAL  PROPERTY
     RIGHTS, NEITHER PARTY'S LIABILITY SHALL EXCEED AN AMOUNT EQUAL TO FEES PAID
     BY STL FOR THE RELEVANT PRODUCT.  BECAUSE SOME  JURISDICTIONS MAY NOT ALLOW
     CERTAIN  OF  THE  ABOVE  EXCLUSIONS  OR  LIMITATIONS  OF  LIABILITY,   SUCH
     LIMITATIONS MAY NOT APPLY.

13   Intellectual Property Infringement Indemnity

13.1 Any cause of action  against STL claiming  that the  Products  infringe any
     patent, copyright, trade secret, or other intellectual property rights of a
     third party will be defended by  AUTHORISZOR  at its  expense.  AUTHORISZOR
     will  indemnify  and keep STL  indemnified  against any costs,  damages and
     settlements  finally awarded against or expenses reasonably incurred by STL
     in such action;  provided always that STL notifies  AUTHORISZOR promptly in
     writing of each claim and permits  AUTHORISZOR to control fully the defense
     and/or the settlement of such claim.  STL may participate in the proceeding
     at its own expense.

13.2 Without  prejudice  to the  foregoing,  should the Products  become,  or in
     AUTHORISZOR'S  reasonable  opinion  are likely to become,  the subject of a
     claim as aforesaid then  AUTHORISZOR may at  AUTHORISZOR'S  expense either:
     (i) procure for STL the right to continue  using the Products;  (ii) modify
     the  Products  to  be  non-infringing   and  substantially   equivalent  in
     functionality;  or (iii) replace the Products with substantially equivalent
     non-infringing material

13.3 AUTHORISZOR  shall have no liability for any claim that  AUTHORISZOR  lacks
     right,  title and interest to the Products any claim of copyright or patent
     infringement,  based on STL's  modification  or combination of the Products
     with  non-AUTHORISZOR  hardware or  software,  to the extent only that such
     claim would have been avoided had the Products not been modified,  combined
     or integrated with non-AUTHORISZOR software programs.

14   Force Majeure

14.1 Neither  party  shall be liable for any delay in meeting or for  failure to
     meet any of its  obligation  under this  Agreement due to any cause outside
     its reasonable control, including, without limitation,  strikes, lock-outs,
     Acts  of God,  war,  riot,  malicious  acts of  damage,  fire,  acts of any
     government authority,  failure of the public electricity supply, failure or
     delay  on  the  part  of  any  subcontractor   beyond  the  subcontractor's
     reasonable control.

14.2 The party wishing to claim relief by reason of any such circumstance  shall
     notify the other party in writing without delay on the  intervention and on
     the cessation thereof.

14.3 Both parties shall use all commercially  reasonable endeavours to avoid the
     circumstances of Force Majeure as describe in Section 14.1.


                                    7 of 12


<PAGE>



15   Notices and Other Communications

15.1 Any notice,  which expression includes any other  communication  whatsoever
     which is made in accordance with this Agreement,  shall,  without prejudice
     to any other  method of giving it, be  sufficiently  given if it is sent by
     fax,  registered  or recorded  delivery  first  class post or by  overnight
     courier to the other party to the address  stated at the  beginning of this
     Agreement or to such other  address as the  respective  party may advise by
     notice in writing from time to time.  Notices  shall be deemed to have been
     properly given after four (4) working days of posting.

16   General

16.1 Assignment

     Neither party may not assign or otherwise dispose of any rights or delegate
     any obligations  under this Agreement  without the prior written consent of
     the other party but this consent will not be unreasonably withheld.

16.2 Waiver

     No delay or failure of either  part}' in enforcing  against the other party
     any term or condition of this Agreement,  and no partial exercise by either
     party of any right  hereunder,  shall be deemed to be a waiver of any right
     of that party under this Agreement.

16.3 Change Control

     Following  agreement of the time-table for completion of the transfer,  any
     changes to the time-table will be covered by Change  Control.  Under Change
     Control, changes may be raised by either AUTHORISZOR or STL and the parties
     will assess the financial implications and the effect on time-scales of the
     proposed  changes.  Changes will only be  incorporated  after  agreement in
     writing by the authorised signatories of both parties.

16.4 Entire  Agreement

     The  parties  have read and  understand  this  Agreement  and agree that it
     constitutes the complete and exclusive  statement of the agreement  between
     each other with respect to the subject  matter hereof which  supersedes all
     proposals,  representations,  understandings and prior agreements,  whether
     oral or  written,  and  all  other  communications  between  them  relating
     thereto.

16.5 Equitable  Relief

     If AUTHORISZOR institutes an action or proceeding to enforce the provisions
     of this Agreement, it shall be entitled, without the posting of any bond or
     security, to apply for injunctive or other equitable relief from a court of
     competent  jurisdiction  as may be  necessary  or  appropriate  to  enjoin,
     prevent or curtail any breach, threatened or actual, of this Agreement. The
     foregoing  shall be in  addition  to and  without  prejudice  to such other
     rights as AUTHORISZOR may have,  subject to the express  provisions of this
     Agreement, at law or in equity.

16.6 Binding Effect

     This  Agreement  shall inure to the benefit of and be binding  upon STL and
     AUTHORISZOR and their respective  successors and permitted  assigns and the
     parties  hereto do covenant  and agree that they and their  successors  and
     permitted  assigns  shall  execute  any  and  all  instruments,   releases,
     assignments  and consents  which may reasonably be required of them by this
     Agreement.

16.7 Headings

     Section  headings are inserted for  convenience of reference only and shall
     not affect the interpretation of this Agreement.

16.8 Relationship of Parties

     Nothing  herein  shall be deemed to  constitute  a  partnership  or a joint
     venture between the parties hereto,  nor shall anything herein be deemed to
     establish  a relation  of master or of agent and  principal  as between the
     parties.  STL is  acting  in the  capacity  of an  independent  company  in
     connection with this Agreement and the services to be performed hereunder.


                                    8 of 12

<PAGE>


16.9 Validity

     If any Section,  part, term or provision of this Agreement,  not being of a
     fundamental  nature be held  illegal  or  unenforceable,  the  validity  or
     enforceability of the remainder of this Agreement shall not be affected. If
     the scope of any of the  provisions  of the  Agreement  is too broad in any
     respect to permit  enforcement  to its full extent,  then the parties agree
     that such provision  shall be enforced to the maximum  extent  permitted by
     law and that such provision shall be deemed to be varied accordingly.

16.10 Variation

     No purported  variation of this Agreement  shall take effect unless made in
     writing and signed by an authorised representative of each party.










                                    9 of 12
<PAGE>


16.11 Law

     This  Agreement  shall be governed by the laws of England and Wales and the
     parties hereby submit to the jurisdiction of the English Courts.


Signed  __________________________  Signed_________________________


Name    __________________________  Name___________________________


Title   __________________________  Title__________________________


Date    __________________________  Date___________________________
For and on behalf of AUTHORISZOR            For and on behalf of STL








                                    10 of 12

<PAGE>

                                   Schedule A


 The following Products are licensed hereunder:
 PositivelD and any Derivative Works


STL shall pay the following fees to AUTHORISZOR:

     1.   A Royalty of 25% of license revenues for the Products,  reducing to 5%
          after 5 years.  No payments are due until any prepayment  which may be
          agreed is reduced to zero.  Thereafter,  fees are payable quarterly in
          arrears at the end of the month following the quarter-end,  subject to
          point  (2)  below.  Where  AUTHORISZOR  or any  group  company  in its
          capacity as a reseller of STL makes sales of the Products, no fees are
          payable in respect of such license revenues.

     2.   During the initial term (5 years) of this  agreement,  60% of the fees
          payable  to  AUTHORISZOR  in respect  of  license  royalties  shall be
          accrued but not paid by STL. In the event that  AUTHORISZOR  exercises
          its option to  purchase  STL as set out in clause 4.6 then any license
          fees  accrued but not paid shall be used in part  satisfaction  of the
          consideration.

          In the event that STL  exercises  its right to purchase the IPR of the
          Products  from  AUTHORISZOR  as set out in clause 4.6 then any license
          fees accrued but not paid shall be payable at that time in addition to
          the calculated purchase price.

          In the event that the initial term (5 years) of this agreement expires
          with neither party exercising its rights as set out in clause 4.6 then
          the accrued fees due to AUTHORISZOR by STL (if any) shall be forfeit,

     3.   40% of support  revenues  for which  AUTHORISZOR  is  requested to and
          agrees to provide 1st Line support*.

     4.   70% of support  revenues  for which  AUTHORISZOR  is  requested to and
          agrees to provide both 1st and 2nd line support*.

     5.   Prepayment agreed is(pound)16k.

*    to be defined separately through a service level agreement.





                                    11 of 12



<PAGE>


12   NOTICES

12.1 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.

13   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  exclusive  jurisdiction  of the High  Court of  Justice  in
     England.

14   SUPERCESSION

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

15   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.


SIGNED by                                                  )
for and on behalf of AUTHORISZOR LIMITED                   )
in the presence of:-                                       )


SIGNED by                                                  )
for and on behalf of
Cat & Mouse Limited)
in the presence of:                                        )




                                    12 of 12


<PAGE>







Mr Richard Atkinson
Managing Director
Sandford Technology Limited
Yorkshire House
Greek Street
Leeds
LS1 5ST

9th May 2002

Dear Richard,

re: Distribution agreement with Sandford Technology Limited

In order to clarify the  operation  and intent of the  License and  Distribution
agreement  signed on 24th March 2002 between  Authoriszor  Ltd and your company,
the following shall apply:-

     1.   In the event  that  Authoriszor  receives  an offer for the IPR of the
          product,  Sandford  will  have the  right to  exercise  its  option to
          purchase  prior to any such offer being  accepted.  Authoriszor is not
          obliged to accept any offer  which is less than that set out in clause
          4.9.2 of the agreement but will consider any such offer.

     2.   The definition of an insolvency  event was deleted from the agreement,
          although we accept that the  definition now included as a hand-written
          amendment in clause 9.1 does not accurately  define the  circumstances
          in which early termination could be enforced. Our interpretation of an
          event  that would lead to early  termination  by either  party is that
          which was originally set out in the definitions clause 1.3.

     3.   The agreement  provides for both parties to have certain option rights
          - Authoriszor  is able to purchase the share capital of Sandford,  and
          Sandford  may  purchase  the  IPR  of the  products  -  under  certain
          circumstances. It is conceivable that if Sandford did not exercise its
          option in the period 1st July 2004 to 24th March  2005,  but wished to
          do so after 24th March 2005,  a conflict  could  arise if  Authoriszor
          simultaneously wished to exercise its option. We would suggest that if
          Authoriszor  issued a notice to exercise its option to purchase  after
          24th  March  2005 (3  years  from  the  date of the  agreement),  then
          Sandford  be given 7 days to exercise  its option  should it so desire
          before such option notice became effective.


<PAGE>

     4.   We understand  the  importance of patent  protection on the PositiveID
          products, and we will continue with the patent application process for
          as long as we own the  IPR.  In the  event  that we  decide  we can no
          longer continue with the process then I suggest that we allow Sandford
          to exercise its option,  early if  necessary,  so that you are able to
          take over the process and associated costs should you so desire.

I believe that the above deals with the outstanding issues.

Yours Sincerely






Garcia Hanson
CEO, Authoriszor Inc.