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)  PAUL  AYRES of  Osborne  Cottage  Avenue  Road  Bray  Berks  SL6 1UG  ("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)15,000 by the date of this Agreement; and

1.2  a payment of(pound)5,000 on 31st May 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 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


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<PAGE>


     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;

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

     (l)  any claim under European Union Law;



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<PAGE>


     (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  11 and 12 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 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


                                       4

<PAGE>

     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 and 8 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.



                                       5


<PAGE>




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

7.   The  Employee  shall sign and  forthwith  deliver  to the  Company a formal
     letter of  resignation as Chief  Executive  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.

8.1  The Company shall allow the Employee to retain his Company vehicle, an Audi
     S6  registration  number RF51 FJO ("the Car") until 31st December  2002, or
     until the Employee can arrange for the vehicle to be leased to him.

8.2  During his continued use of the Car the Employee agrees to maintain the Car
     in a good and roadworthy condition and shall indemnify and keep indemnified
     the Company and its Group  companies in respect of all costs claims damages
     and  expenses  arising  from  the  continued  use of the Car  including  in
     relation to the leasing arrangements.

8.3  Subject to clause 8.1 above the Employee shall return the Car in a good and
     roadworthy  condition on or before 31st  December  2002 (as  determined  by
     clause 8.1) together with all sets of keys and any  documentation  relating
     to the Car to such location as the Company shall reasonably require.



                                       6

<PAGE>




8.4  During the continued use of the Car after the Termination Date the Employee
     shall be responsible for all fuel costs in relation to the Car.

9.1  The  Employee  undertakes  that he will within 120 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.

9.2  In his capacity as a  non-executive  director the Employee will be entitled
     to submit  claims  for  expenses  incurred  on Company  business  after the
     Termination Date in accordance with the Company's expenses policy.

10.  The Company shall  reimburse the Employee the cost of providing  healthcare
     benefits  for the  Employee  until  31st  December  2002 in line  with  the
     Company's  existing  arrangements  provided  such  cover  is  available  at
     reasonable commercial rates and is agreed in advance with the Company.

11.1 The  Employee  has the  benefit of the  following  stock  options  with the
     Company in accordance  with 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:



                                       7

<PAGE>


     11.1.1    an option to  purchase  200,000  shares at an  exercise  price of
               $9.75 per share which vests as to 25% each year on the first four
               anniversaries of  7th October  2000 and  which is  for a  10 year
               term; and

     11.1.2    an option to  purchase 200,000 shares  at an  exercise  price  of
               $1.50 per share, which is fully vested and which is for a 10 year
               term;

     called "the Stock Options".

11.2 If the Company  re-prices  the stock  options  under 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.

12.1 The Employee will be granted  40,142 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.

12.2 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.


                                       8

<PAGE>



13.  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.

14.  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.

15.  Subject  to clauses 16 and 17 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.

16.  Nothing  contained in paragraph 13 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.



                                       9

<PAGE>


17.1 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.

17.2 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).

17.3 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 is a  director  of the  Company  and the
     Company shall at the time provide the Employee with a copy of such entry.


                                       10

<PAGE>


18.  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.

19.  The  Company  will pay  direct to the  Employee's  legal  advisers a sum of
     (pound)1,250  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.

20.  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.

21.  The adviser  was and is Gerard  Gibbs of Charsley  Harrison  Solicitors  of
     Madeira House Madeira Walk Windsor Berkshire SL4 1EU ("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.

22.  The conditions  regulating  compromise  agreements under Section 203 of the
     Employment  Rights Act 1996 as amended by Section  10(1) of the  Employment
     Rights



                                       11

<PAGE>


     (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.

23.  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.

24.  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:

     24.1 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");

     24.2 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


                                       12

<PAGE>



     24.3 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").

25.  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






                                       13




<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
(other than the Company) and from the position of Chief Executive Officer of the
Company with effect from the date of this letter but for the  avoidance of doubt
confirm that I will remain as a non-executive director of the Company.

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


PAUL AYRES


<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 Paul Ayres of Osborne Cottage Avenue Road Bray Berks SL6 1UG
     of the terms and effects of the Agreement appearing above and in particular
     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 Paul
     Ayres 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 22 of this Agreement have accordingly been
     satisfied.

Signed..............................
Name of Solicitor:         Gerard Gibbs
Firm:                      Charsley Harrison Solicitors
Address:                   Madeira House
                           Madeira Walk
                           Windsor
                           Berkshire
                           SL4 1EU



<PAGE>


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






SIGNED by                  )
PAUL AYRES in the          )
presence of:-              )



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