DATED _____________________ 2001






                           AURTHORISZOR INC.       (1)

                           and

                           PAUL AYRES              (2)






                           ___________________________

                           SERVICE AGREEMENT
                           ___________________________











Hammond Suddards Edge
2 Park Lane Leeds LS3 1ES DX 26441 Leeds
Telephone +44 (0)113 284 7000
Fax +44 (0)113 284 7001                              www.hammondsuddardsedge.com
                                                     ---------------------------

Reference KRP


<PAGE>

<TABLE>
<CAPTION>



                                TABLE OF CONTENTS
<S>      <C>                                                                                                    <C>

1        INTERPRETATION...........................................................................................1
2        APPOINTMENT..............................................................................................2
3        TERM/NOTICE..............................................................................................2
4        DUTIES/POWERS/LOCATIONS..................................................................................2
5        OBLIGATIONS..............................................................................................3
6        INFORMATION..............................................................................................4
7        REMUNERATION.............................................................................................4
8        EXPENSES.................................................................................................4
9        COMPANY CAR..............................................................................................5
10       OTHER BENEFITS...........................................................................................5
11       HOLIDAYS.................................................................................................5
12       SECRETS AND CONFIDENTIAL INFORMATION.....................................................................5
13       COMPANY PROPERTY.........................................................................................6
14       INTELLECTUAL PROPERTY....................................................................................7
15       GROUNDS FOR TERMINATION..................................................................................8
16       ABSENCE/SICKNESS/MEDICAL EXAMINATION.....................................................................9
17       PROVISIONS AFTER TERMINATION............................................................................10
18       APPLICATION OF RESTRICTIONS.............................................................................11
19       DIRECTORSHIP............................................................................................12
20       DATA PROTECTION.........................................................................................12
21       NOTICES.................................................................................................12
22       SCHEDULE................................................................................................12
23       OTHER AGREEMENTS........................................................................................13
24       CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999............................................................13
25       ENFORCEMENT OF RIGHTS...................................................................................13
26       APPLICABLE LAW..........................................................................................13
SCHEDULE 1.......................................................................................................14

</TABLE>

                                       i

<PAGE>



DATE OF SERVICE AGREEMENT                                                   2001

PARTIES

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

(2)  PAUL AYRES of Fiat 1, Camperdown  House, Alma Road,  Windsor,  SL4 3HQ (the
     "Executive")

IT IS AGREED THAT:

1    INTERPRETATION

     In this agreement the following  words and phrases shall have the following
     meanings:


     "Board"                          means the board  of directors for the time
                                      being of the Company or any duly appointed
                                      committee of such board.


     "Business                        Hours" means the hours  between 9:00am and
                                      5:30pm Monday to Friday (excluding Bank or
                                      other Public Holidays in England) and such
                                      further time as shall be necessary for the
                                      proper performance by the Executive of his
                                      duties under this Agreement.

     "ERA"                            means the Employment Rights Act 1996.

     "FS Act"                         means that Financial Services Act 1986 and
                                      every statutory  modification or re-enact-
                                      ment of  such Act  for the  time being  in
                                      force.

     "Group"                          means the-Company and any subsidiaries of-
                                      the Company  (as defined in Section 736 of
                                      the Companies-Act 1985) and the expression

                                      "Members of the  Group" and  "Group" shall
                                      be construed accordingly.

     "Non-Statutory Holidays"         means any holiday  to which the  Executive
                                      is entitled other than Statutory Holidays.


                                       1

<PAGE>


     "Shareholders"                   Means  the   shareholders   of  the  share
                                      capital in the Company.

     "Starting Date"                  means the date hereof.

     "WTR"                            means the Working Time Regulations 1998.

1.1  A reference to a statute or statutory provision will (where the context -so
     admits and unless otherwise expressly provided) include a reference to that
     statute or provision as from time to time amended, consolidated,  extended,
     modified  or  re-enacted   (whether  before  or  after  the  date  of  this
     Agreement).

2    APPOINTMENT

     The Company  will employ the  Executive  and the  Executive  will serve the
     Company in the  capacity of Chief  Executive  Officer as from the  Starting
     Date upon the terms and conditions set out in this  Agreement,  but for the
     avoidance  of  doubt  the  Executive's   employment  with  the  Company  is
     continuous from 9 October 2000.

3    TERM/NOTICE

3.1  The  Executive's  employment  under  this  agreement  will  subject  to any
     termination in accordance with the terms of this agreement, continue unless
     and until it is terminated by:

     (a)  The Company given to the Executive 12 months prior written notice;

     (b)  The Executive given to the Company 12 months prior written notice;

3.2  The Executive's normal retirement age is 65- and the Executive's employment
     will automatically terminate without notice on the last day of the month in
     which he attains that age.

3.3  For the purposes of Part II of the ERA, the Executive hereby authorises the
     Company  to deduct  from his pay any sums  which he may owe to the  Company
     including, without limitation, any overpayments or loans made to him.

4    DUTIES/POWERS/LOCATIONS

4.1  The  Executive  will  undertake  such  duties and  exercise  such powers in
     relation to the  Company and any member of its Group and their  business as
     the Board will from time to time specify or direct,  or as otherwise agreed
     between the Company and the. Executive.

4.2  The  Executive's  usual place of work will be at the registered  office (or
     such other address as may be the Company's  registered  office from time to
     time) but the Executive may be required to travel in the United  Kingdom or
     overseas as he may determine from time to time should the need arise in the
     performance of his duties under this Agreement.



                                       2

<PAGE>


4.3  Once notice to terminate the  Executive's  employment has been given by the
     Company or by the  Executive  pursuant  to clause  3.1 or if the  Executive
     seeks to  resign  without  notice  or by giving  shorter  notice  than that
     required by clause 3.1, for a period to be determined  by the Company,  the
     Company:

     (a)  will be under no  obligation to vest in or assign to the Executive any
          powers or duties or to provide any work for the Executive; and

     (b)  may prohibit contact between the Executive and clients or suppliers of
          the Company; and

     (c)  may exclude the Executive from any premises of the Company.

PROVIDED ALWAYS that salary,  any bonus and all other contractual  benefits will
continue to be payable or provided by the Company  after  exercise of its rights
pursuant to (a),  (b) and/or (c) of this  clause  4.3.  This clause 4.3 will not
affect the general right of the Company to suspend for good cause nor affect the
rights and  obligations  of the  parties  prior to the service of such notice or
purported resignation.

4.4  For the avoidance of doubt if the Company exercises its rights under clause
     (a), (b) and/or (c) of this clause 4.3, the Executive acknowledges that the
     implied  term of trust and  confidence  and duty of good  faith owed by the
     Executive to the Company will continue to apply.

5    OBLIGATIONS

5.1  Subject to the  provisions  of clause 5.3,  the  Executive  will during the
     continuance of this Agreement, unless prevented by ill-health or accident:


     (a)  devote  the whole of his time,  skill,  ability  and-attention  during
          Business Hours to the business of the Company and the-Group;

     (b)  in all respects  conform to and comply with the  reasonable and lawful
          directions and regulations given and made by the Board;

     (c)  will  faithfully  serve the  Company  and the Group and use his utmost
          endeavours to promote its interests.

5.2  The Executive will not during the continuance of this Agreement without the
     previous  consent in writing of the  majority  of the  Shareholders  either
     solely,  or jointly with any other  person,  firm or company,  whether as a
     director, manager, employee, agent or consultant for any other person, firm
     or  company  either  directly  or  indirectly  carry on or be engaged in or
     interested  (whether as  shareholder or otherwise) in any business which is
     wholly or partly in competition with any business carried on by the Company
     or provide any services to any third party PROVIDED THAT nothing  contained
     in this  Agreement  will either  preclude  the  Executive  from holding any
     shares or loan capital (not exceeding  three per cent of the shares or loan
     capital of the class  concerned  for the time


                                       3

<PAGE>



     being  issued) in any company  whose shares or loan capital of the class or
     classes so held are quoted on any recognised investment exchange throughout
     the  world or which  have  been  admitted  to  trading  on the  Alternative
     Investment  Market of the London Stock Exchange or any overseas  equivalent
     thereof, (unless the Board otherwise reasonably requires on the ground that
     such company carries on a business competitive with that of the Company and
     such  holding by the  Executive  would be  detrimental  to the  Company) or
     preclude the Executive from investing (with the same 3% limit) in the units
     of any unit trust or  business  expansion  or similar  fund whose units are
     quoted on any recognised  investment exchange throughout the world or which
     have been admitted to trading on the Alternative  Investment  Market of the
     London Stock Exchange or any overseas  equivalent thereof (unless the Board
     otherwise  reasonably  requires  on the  grounds  that such  holding by the
     Executive would be detrimental to the Company).

5.3  The Company and the  Executive  hereby  confirm that for the purpose of WTR
     (which  provide  (save for certain  exceptions)  that average  working time
     should not exceed 48 hours for each 7 day  period) the  Executive  shall be
     regarded as having autonomous decision taking powers.

6    INFORMATION

     The Executive will at all times upon reasonable  written notice give to the
     Shareholders  (in  writing if so  requested)  all  information,  advice and
     explanations  as it may  reasonably  require  in  connection  with  matters
     relating to his employment  under this Agreement or in connection  with the
     business of the Company and the Group.

7    REMUNERATION

7.1  The Executive will be entitled by way of remuneration for his services to a
     salary of  (pound)300,000  per annum.  Such salary shall accrue from day to
     day and shall be paid monthly in arrears on or before the end of each month
     by direct payment into the Executive's bank account.

7.2  The  Executive's  basic  salary  shall  be  reviewed  by  the  Compensation
     Committee.

8    EXPENSES

     The Executive will make such journeys on the business of the Company as may
     be reasonably  required of him in the proper  performance of his duties set
     out in this Agreement. All reasonable travelling (including mileage), hotel
     and other expenses properly incurred by him, and supported by receipts,  in
     the  performance of his business duties under this Agreement will be repaid
     to him by the Company.


                                       4

<PAGE>



9    COMPANY CAR

     The Company  shall pay the  Executive a taxable car allowance of (pound)900
     per month,  which shall be  sufficient  to enable the  Executive to lease a
     motor car of a type  that the  Board  shall  consider  appropriate  for the
     Executive  having regard to the capacity in which he is employed for use in
     the performance of his duties.

10   OTHER BENEFITS

     The Company shall provide to the  Executive,  benefits at a level the board
     reasonably  determines as  commensurate  to the position of the  Executive,
     having regard to the capacity in which he is employed.  This will include a
     contribution of 7.5% into the  Executive's  personal  pension scheme,  BUPA
     Health  Insurance for the  Executive/  spouse/dependant  children under 21,
     death in service benefit of four times current salary, and Permanent Health
     Insurance  of up to 75% of the  Executive's  annual  current  salary at the
     time, subject to a 13 week qualifying period.

11   HOLIDAYS

11.1 The  Company's  holiday  year  runs  from 1  January  to 31  December.  The
     Executive  will in addition  to bank and public  holidays be entitled to 25
     days holiday in any holiday year. Holidays shall accrue on a pro rata basis
     throughout  each  holiday  year.  Holidays  are to be taken at such time or
     times as may be agreed with the Board. Any holiday  entitlement not used in
     any holiday  year  cannot,  without the  express  consent of the Board,  be
     carried forward to the next holiday year.

11.2 On termination of the Executive's  employment,  the Executive's entitlement
     to accrued  holiday pay will be directly in proportion  to the  Executive's
     service during the holiday year in which the termination  took place. If on
     termination of employment the Executive has taken holidays in excess of his
     accrued  entitlement  the  Company  will be  entitled  to deduct  from sums
     payable to the  Executive pay in respect of each holiday taken in excess of
     the Executive's accrued entitlement.

12   SECRETS AND CONFIDENTIAL INFORMATION

12.1 The  Executive   acknowledges  that  the  business  of  the  Company  is  a
     specialised  and  competitive  business  and that  during the course of his
     employment  with the  Company he will have  access to and have an  intimate
     knowledge of the Group's trade secrets and confidential  information  which
     confidential  information  shall be taken to include all  information  made
     available to the Company by third parties subject to any express or implied
     duty to keep the same confidential. The Executive further acknowledges that
     the  disclosure of any trade  secrets or  confidential  information  to any
     actual or potential  competitors of the Company would place the Company and
     Group at a serious  competitive  disadvantage  and would do serious damage,
     financial and/or otherwise to its,

12.2 For the purposes of clause 12.1  "confidential  information"  shall include
     but not limited to the following (whether recorded in writing,  on computer
     disc or in any other manner):

                                       5

<PAGE>

     internal  management  accounts;   customer  data,  investment  and  pricing
     policies;   product  performance  data;   documents  disclosing  names  and
     addresses of customers  and  suppliers of the Company;  the-person  at such
     customer  or  supplier to contact;  the  requirements  of such  customer or
     supplier; discounts offered by the Group; computer passwords.

12.3 By reason of clauses  12.1 and 12.2,  the  Executive  agrees  that  without
     prejudice  to any other duty  implied by law or equity he will not  without
     the prior written  consent of the Company (such consent to be withheld only
     so far as may be reasonably  necessary to protect the  legitimate  business
     interests of the Group)  during his  employment  or at any time  thereafter
     communicate  or disclose to any person,  firm or company or use for his own
     purposes any of the trade secrets or confidential  information  relating to
     the Group and/or its customers and relating to the Company for whom he then
     works  and/or its or their  customers in any manner  whatsoever  save as is
     reasonably  necessary  for the promotion of the business of the Company and
     the Group.

12.4 The  restrictions  contained in clauses 12.1,  12.2 and 12.3 shall cease to
     apply to confidential information and trade secrets which:

     (a)  have come in to the public  domain  otherwise  than as a result of any
          breach of this Agreement by the Executive; or

     (b)  the  Executive  is obliged to disclose as a result of a court order or
          governmental or other regulatory requirement.

12.5 The  Executive  will not other than with the  approval of the Board make or
     issue any press,  radio or television  statement,  or publish or submit for
     publication  any letter or article  relating  directly or indirectly to the
     business or affairs of the Company,  other than in the  ordinary  course of
     performing his duties.

12.6 The  termination of this Agreement or of the employment  under it shall not
     operate to  terminate  the  provisions  of this  clause  which,  after such
     termination,  shall  remain in full  force and  effect  and  binding on the
     Executive.

13   COMPANY PROPERTY

     The Executive  will promptly  whenever  requested by the Company and in any
     event upon the termination of this Agreement (for whatsoever cause) deliver
     up  to  the  Company  or  its  authorised  representative  all  statistics,
     documents,  records  or  papers  which are in his  possession  or under his
     control or which subsequently come into his possession or under his control
     and relate in any way to the  property,  business or affairs of the Company
     and Group and no copies  shall be  retained by him and he shall at the same
     time deliver up to the Company or its authorised  representative  all other
     property of the Company and Group in his possession or under his control or
     which  subsequently  comes into his  possession  or under his  control.




                                       6

<PAGE>

14   INTELLECTUAL PROPERTY

14.1 Inventions

     (a)  If at any time during this appointment the Executive (whether alone or
          with any other person or persons) makes any invention, relating to the
          business of the Company,  the Executive will promptly  disclose to the
          Company  full  details  of such  invention  to enable  the  Company to
          determine whether it is a Company Invention.

     (b)  In this context "Company Invention" means" any improvement,  invention
          or discovery made by the Executive  which,  applying the provisions of
          Section 39 Patents Acts 1977 in the determination of ownership, is, as
          between the parties, the property of the Company or the Group.

     (c)  If the invention is a Company  Invention,  the Executive  acknowledges
          that it is owned  by the  party  determined  by the  provision  of S39
          aforesaid  and  agrees  not to take any steps  inconsistent  with that
          ownership.  At the request  and  expense of the Company the  Executive
          will do all things  reasonably  necessary or  reasonably  desirable to
          enable the  Company,  or its  nominee,  to obtain  the  benefit of the
          Company  Invention and to secure patent or other  appropriate forms of
          protection for it throughout the world.

     (d)  If the invention is not a Company  Invention,  the Company shall treat
          all  information  disclosed to it by the Executive  pursuant to clause
          14.1(a)  as  confidential  information  which is the  property  of the
          Executive.

     (e)  Decisions  as  to  the  patenting  and  exploitation  of  any  Company
          Invention will be in the sole discretion of the Company.

     (f)  The Executive  irrevocably  appoints the Company to be his Attorney in
          his  name  and  on his  behalf  to  execute,  sign  and  do  all  such
          instruments  or things and generally to use the  Executive's  name for
          the purpose of giving to the Company or its  nominees the full benefit
          of the  provisions of Clause 14.1 and a certificate  in writing signed
          by any two Directors of the Company,  that any instrument or act falls
          within the authority  hereby  conferred,  will be conclusive  evidence
          that such is the case so far as any third party is concerned.


                                       7

<PAGE>



14.2 Copyright and Design Rights

     (a)  All designs  copyright works database rights and  neighbouring  rights
          originated,  conceived,  written or made by the Executive either alone
          or with others (except only those works originated, conceived, written
          or made by him  wholly  outside  his normal  working  hours and wholly
          unconnected  with  his  appointment)  belong  to the  Company  and the
          Executive   acknowledges  that  it  is  so  owned  and  will  not  act
          inconsistently with that ownership.

     (b)  To the extent that the same do not accrue to the Company by  operation
          of law the  Executive  hereby  assigns to the Company by way of future
          assignment all copyright,  design rights, designs, database rights and
          other proprietary  rights if any for the full terms thereof throughout
          the world  (together with the right to apply for  registration  of the
          same) in respect of all such rights originated,  conceived, written or
          made by the Executive (except only those works originated,  conceived,
          written or made by the  Executive  wholly  outside his normal  working
          hours and wholly  unconnected with his appointment)  during the period
          of his employment hereunder.

     (c)  The Executive hereby irrevocably and unconditionally  waives in favour
          of the  Company  any  and all  moral  rights  conferred  on him by the
          Copyright,  Designs  and  Patents  Act  1988  for any  work  in  which
          copyright or design rights are vested in the Company whether by Clause
          14.2 or otherwise.

     (d)  The  Executive  will at the  request and expense of the Company do all
          things  reasonably  necessary or reasonably  desirable to substantiate
          the rights of the Company under Clause 14.2.

15   GROUNDS FOR TERMINATION

15.1 The Company may at any time by notice in writing to the Executive determine
     this Agreement  forthwith without payment of any  compensation,  damages or
     remuneration for subsequent  periods payable by virtue of Common Law or any
     statute  in any  of  the  following  circumstances,  that  is to say if the
     Executive:

     (a)  is adjudicated bankrupt;

     (b)  becomes of unsound  mind,  or becomes a patient for any purpose of any
          statute relating to mental health;

     (c)  is guilty of any  serious  breach or  non-observance  of any  material
          provisions  (whether  express or  implied)  of this  Agreement  or the
          reasonable  and lawful  directions  of the Board,  or is guilty of any
          continued  or  successive  breaches or  non-observance  of any of such
          provisions or  directions in spite of written  warning to the contrary
          by the Board;

     (d)  is convicted of any criminal  offence  (other than a motoring  offence
          for which no  custodial  sentence is made upon him) or carries out any
          action or neglects to carry


                                       8

<PAGE>

          out any action which may seriously damage the interests of the Company
          or  breaches  any  material  provision  of the  Companies  Act 1985 or
          similar  legislation  or any  regulations  made  thereunder  which may
          result in any material penalties being imposed on him or any Directors
          of the Company or which might be in breach of any undertaking given to
          the London Stock Exchange on behalf of the Company;

     (e)  is  disqualified  by law from acting as a Director,  provided leave of
          the court has not been  obtained  to allow him to continue to act as a
          Director.

15.2 The Company may also  terminate the employment of the Executive by not less
     than six months'  prior  notice  given at any time while the  Executive  is
     incapacitated  by ill-health or accident from  performing  his duties under
     this  Agreement  and he has been so  incapacitated  for a period or periods
     aggregating  six calendar months in the preceding  twelve months.  Provided
     that the Company  shall  withdraw any such notice if during the currency of
     the notice the Executive returns to full-time duties and provides a medical
     practitioner's  certificate  satisfactory  to the Managing  Director to the
     effect that he has fully recovered his health and that no recurrence of his
     illness or incapacity can  reasonably be anticipated  and this is confirmed
     by a qualified doctor appointed by the Company.

15.3 Any  delay  or  forbearance  by the  Company  in  exercising  any  right of
     termination hereunder shall not constitute. a waiver of such right.

16   ABSENCE/SICKNESS/MEDICAL EXAMINATION

16.1 If the  Executive  is  unable  to  attend  to his  duties  as a  result  of
     incapacity,  he will, if so. required,  furnish the Board-with  evidence of
     such  incapacity  and he will  be  entitled  in any  continuous  period  of
     52-weeks to 12 weeks (whether  consecutive  or in aggregate)  sick leave at
     the rate of salary set out in clause  16.2  together  with all  contractual
     benefits.

16.2 The amount of salary payable under clause 16.1 will be the full salary rate
     less the amount of any sickness or- other  benefits  which the Executive is
     entitled to claim during that period of absence under any Social  Security,
     National  Insurance  or  other  legislation  for the time  being in  force.
     Further any salary paid to the Executive during such period of absence will
     be deemed to  include  any  statutory  sick pay to which the  Executive  is
     entitled.

16.3 If the  Executive  is  incapacitated  as a  result  of any  act,  omission,
     negligence or breach of statutory duty of a third party in respect of which
     damages are or may be recoverable  the Executive will forthwith  notify the
     Company of that fact and of any claim,  compromise,  settlement or judgment
     made or awarded in  connection  therewith  and will give to the Company all
     such particulars of these matters that the Company may reasonably require .
     and the Executive  will be required by the Company to refund to the Company
     such sum  totalling  the lesser of the amount  recovered  by him under such
     claim,  compromise,  settlement  or  judgment  less  any  costs  in  or  in
     connection  with or under 'such claim,  compromise,  settlement or judgment
     borne by the Executive and the  remuneration  paid to



                                       9


<PAGE>

     him by way of salary  over and above  statutory  sick pay in respect of the
     period of Incapacity.

16.4 Where the  Executive  is absent from his duties for any reason  relating to
     the  incapacity the Executive will be required to undergo at the request of
     the  Company  and at the  Company's  expense  a  medical  examination  by a
     qualified  doctor appointed by the Company and will supply the Company with
     a copy of any medical report received following such examination. Where the
     Executive  simultaneously  obtains any medical report,  the Executive shall
     supply the Company  with a copy of the same at the request of the  Company,
     subject to statutory provisions from time to time in force.

17   PROVISIONS AFTER TERMINATION

17.1 The  Executive  will not  without  the prior  written  consent of the Board
     (which will not be  unreasonably  withheld) for a period of 12 months after
     the termination of his employment under this Agreement:

     (a)  either on his own account or jointly  with or as agent for any person,
          firm  or  company,  directly  or  indirectly,  (whether  as  director,
          proprietor,  partner,  employee,  consultant,  or howsoever otherwise)
          carry on or be engaged  concerned  or  interested  in the carrying on,
          within  the  UK of any  business  which  is in  competition  with  the
          Company,  or any  Member of the Group  for  which  the  Executive  has
          performed substantial executive services,  during the period of twelve
          months prior to the termination of his employment hereunder,

     (b)  either on his own account or jointly  with or as agent for any person,
          firm or company, (whether as director, proprietor,  partner, employee,
          consultant,  or howsoever  otherwise)  whether  directly or indirectly
          canvass or solicit  or entice the custom of (in  relation  to goods or
          services which are provided by the Company, or any Member of the Group
          for which the Executive has performed  substantial executive services,
          during the period of twelve  months  prior to the  termination  of his
          employment  hereunder and in competition  with the Company) any person
          or  persons  who at the  date of the  termination  of the  Executive's
          employment hereunder is a customer of the Company or any Member of the
          Group or any person or persons;  who were negotiating with the Company
          or any  Member of the Group  with whom the  Executive  has had  direct
          contact  or  dealings  during  the last 12  months  of his  employment
          hereunder;

     (c)  either on his own account or jointly  with or as agent for any person,
          firm or company (whether as director,  proprietor,  partner, employee,
          consultant or howsoever otherwise) whether directly or indirectly deal
          with (in  relation  to goods or  services  which are  provided  by the
          Company,  or any  Member of the Group  for  which  the  Executive  has
          performed substantial executive services,  during the period of twelve
          months prior to the  termination  of his  employment  hereunder and in
          competition with the Company) any person or persons who at the date of
          the termination of the Executive's  employment hereunder is a customer
          of the  Company,  or any Member of the Group or any person or persons,
          who were


                                       10


<PAGE>

          negotiating  with the Company or any Member of the Group and with whom
          the  Executive has had direct  contact or dealings  during the last 12
          months of his employment hereunder;

     (d)  whether directly or indirectly  interfere or seek to interfere or take
          such steps as may interfere  with the  continuance  of supplies to the
          Company  or any  Member of the Group  (or the terms  relating  to such
          supplies)  from any  suppliers  who  have  been  supplying  components
          materials  or  services to the Company or any Member of the Group with
          whom the  Executive has dealt at any time during the last 12 months of
          his employment hereunder,

     (e)  whether directly or indirectly  either on his own account or on behalf
          of any other  person,  firm or  company,  entice,  induce,  solicit or
          encourage any employee or consultant who is employed by the Company or
          any  Member of the  Group on the date the  Executive's  employment  is
          terminated,  in the  capacity  of  director  or who  works  in  Sales,
          Technical Research, Managerial or Executive capacity and with whom the
          Executive  has had direct  contact or  dealings  in the twelve  months
          prior to that date to leave the Company's employment.

17.2 Notwithstanding  the terms of clause  17.1 in the  event  that the  Company
     invokes the  provisions  of clause 4.4 of this  Agreement the length of the
     restricted  period  set out in  clause  17.1  will be set off  against  and
     thereby  reduced by the length of the period during which the provisions of
     clause 4.4 are in operation.

17.3 The  Executive  hereby  agrees  that  he will  not at any  time  after  the
     termination of this Agreement either  personally or by his agent,  directly
     or  indirectly  represent  himself  as being in any way  connected  with or
     interested in the business of the Company.

18   APPLICATION OF RESTRICTIONS

     It is hereby agreed and declared that each of the restrictions contained in
     clause 17 of this Agreement will be read and construed independently of the
     others and that all such  restrictions  are  considered  reasonable  by the
     parties to this  Agreement  but, in the event that any such  restriction is
     found or held to be void in  circumstances  where it would be valid if some
     part of it were  deleted or the period,  scope or  distance of  application
     reduced  the parties to this  Agreement  agree that such  restriction  will
     apply  with  such  modification  as may be  necessary  to make it valid and
     effective  and that any such  modification  will not affect the validity of
     any other restriction contained in this Agreement.



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<PAGE>

19   DIRECTORSHIP

19.1 The  Executive  will as term of this  Agreement  remain a  director  of the
     Company and will,  if so  required,  become a director of any member of the
     Group and  remain in such  capacity  without  any  additional  remuneration
     provided  always that if in the  reasonable  opinion of the  Executive  his
     position as a director is likely to result in personal  liability  he shall
     be at  liberty  to resign  from such  office  on giving  reasonable  notice
     without thereby being in breach of Clause 2.

19.2 In the event of the Executive  holding  office as a director of the Company
     and/or any Member of the Group at the date of his ceasing to be an employee
     of the  Company  (for any  reason  whatsoever)  he shall  forthwith,  if so
     required by the Board, resign such directorship(s) without any compensation
     whatever,  but without  prejudice to any right of  compensation  under this
     Agreement or any other right of the Executive.

19.3 The Executive hereby  irrevocably  appoints any Director for the time being
     of the Company as his lawful attorney in his name and on his behalf to sign
     and execute a letter of resignation for the purpose of carrying into effect
     the provisions of sub-clause 19.1 only.

19.4 The  Company  agrees to put in place  appropriate  directors  and  officers
     liability insurance and pay any premium due under such insurance, on behalf
     of the Executive.

20   DATA PROTECTION

     The  Executive  acknowledges  that the  Company  will hold the  information
     contained  within this  Agreement on his personal  file.  The  Executive is
     entitled under statute to have access to this file and to other information
     the Company holds about him pursuant to his employment  hereunder  (whether
     in  computerised  or manual  record form)  subject to certain  restrictions
     imposed by law.

21   NOTICES

     Any notice under this Agreement must be given in writing by either party to
     the  other  and  may be  delivered  or sent by  first-class  pre-paid  post
     addressed,  in the case of the Company, to its registered office and in the
     case of the Executive,  to his address last known to the Company.  Any such
     notice will, in the case of delivery,  be deemed to have been served at the
     time  of  delivery  and,  in the  case of  posting,  on the  expiration  of
     forty-eight hours after it has been posted by first class mail.

22   SCHEDULE

     The  provisions  set out in Schedule 1 to this Agreement will apply to this
     Agreement  for the  purposes  of ERA but may from time to time be varied by
     mutual Agreement or replaced.  Any such written  amendments or replacements
     will be evidenced by the initials of the  Executive and a Director or other
     officer duly authorised on behalf of the Company.


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<PAGE>



23   OTHER AGREEMENTS

     The  Executive  acknowledges  and warrants  that there are no agreements or
     arrangements  whether written,  oral or implied between the Company and the
     Executive  relating to the  employment  of the  Executive  other than those
     expressly set out in this Agreement, which expressly supersede all previous
     arrangements  between the Company and the Executive as to the employment of
     the Executive  and that he is not entering into this  Agreement in reliance
     upon any representation not expressly set out in this Agreement.

24   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

     This  agreement  does  not  confer  rights  on the  Executive's  spouse  or
     dependants or any third party under the Contracts  (Rights of Third Parties
     Act 1999.

25   ENFORCEMENT OF RIGHTS

25.1 The Company and the Group hereby  agrees that any breach of this  Agreement
     by the Company  and/or the Group will entitle the  Executive to enforce his
     rights under this Agreement against the Company and/or the Group.

25.2 The  Executive  hereby  agrees  that any  breach of this  Agreement  by the
     Executive will entitle the Company and/or the Group to enforce their rights
     under this Agreement against the Executive.

26   APPLICABLE LAW

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



AS WITNESS  whereof these presents have been duly executed as a deed the day and
year first above written.


                                       13
<PAGE>


                                   SCHEDULE I

So far as not already taken into account, the following particulars are provided
to supplement  the  information  given in the body of this Agreement in order to
comply with the  requirement's  of ERA to give written  particulars of terms and
conditions of employment.

     (a)  The Executive's employment with the Company began on 9 October 2000.

     (b)  No  Employment  with  a  previous  employer  counts  as  part  of  the
          Executive's continuous employment with the Company.

     (c)  All holidays will be on full pay.

     (d)  There are no normal hours of work  applicable  to the  Executive.  The
          Executive  is required to work such hours as the needs of the business
          dictate.  This may include  working in the  evenings at weekends or on
          Bank, Public or statutory holidays.

     (e)  if the  Executive  has any grievance  relating to his  employment,  it
          should be raised and referred in writing to the Board.

     (f)  There are no formal  disciplinary  rules  applicable to the Executive.
          Any matters of  discipline  will be considered  and  determined by the
          Board. Any appeal against any disciplinary decision taken by the Board
          should be made to the Chairman of the Board.

     (g)  There is not in force a contracting out certificate  under the Pension
          Schemes Act 1993 in respect of the Executive's employment.

     (h)  There are no Collective Agreements which directly affect the terms and
          conditions of the Executive's employment.

     (i)  The Executive is not required to work outside the United Kingdom for a
          consecutive period in excess of one month and accordingly there are no
          particulars in this regard relevant to his employment.


                                       14
<PAGE>


SIGNED and delivered as a deed by
 AUTHORISZOR INC. acting by two
 directors or by one director and the
 secretary:

 Director
 Signature       :
 Name            :


Director/Secretary
 Signature       :
 Name            :

SIGNED and delivered as a DEED by
AUTHORISZOR HOLDINGS acting by
two directors or by one director
and the secretary:

Director
Signature        :
Name             :

Director/Secretary
Signature         :
Name              :

SIGNED as a deed, and delivered when
Dated, in presence of:

Witness

Signature         :
Name              :
Occupation        :
Address           :


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