Exhibit 10.1


 


Massachusetts Mutual Life Insurance Company


c/o Cornerstone Real Estate Advisers


One Financial Plaza, Suite 1700


Hartford, Connecticut 06103


 


 


March 24, 2003


 


Authoriszor Inc.


c/o WRDCLogsys, First Floor


Ebor Court, Westgate, Leeds


LS1 4ND United Kingdom


 


Ladies and Gentlemen:


 


Reference is made to that certain Office Lease Agreement, dated as of
April 18, 2000, by and between Massachusetts Mutual Life Insurance Company
(“Mass Mutual”) and Authoriszor Inc. (the “Tenant”), together with Rider 1 to
Office Lease dated April 28, 2000 (collectively, the “Lease”).  Mass Mutual and the Tenant have had previous
discussions regarding the obligations owed by the Tenant to Mass Mutual
pursuant to the Lease and the settlement thereof.  This letter agreement is being delivered to
evidence the agreement made between Mass Mutual and the Tenant regarding such
obligations.


 


In order to avoid the time, trouble and extraordinary expenses of
litigation, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Mass Mutual and the Tenant hereby
agree as follows:


 


1.             Termination of
Lease; Delivery.  Notwithstanding any
terms, condition, or provision of the Lease to the contrary, the term of the
Lease, including without limitation any options or commitments to renew or
extend such term, shall expire at 5:00 p.m. Connecticut time on March 24, 2003
(the “Termination Date”), with the same force and effect as if the Termination
Date were the date initially set forth in the Lease as the expiration date
thereof.  On the Termination Date, the
Tenant shall vacate and deliver to Landlord exclusive possession of the
premises covered by the Lease (the “Premises”) in a broom clean condition and
otherwise in full accordance with all applicable provisions of the Lease,
except that the Tenant shall not be required to remove the furniture remaining
in the Premises on such date, and such furniture shall thereupon become the
property of MassMutual.   MassMutual
acknowledges and agrees that (i) it has inspected the Premises, (ii) the
Premises are currently in good condition and repair, and in accordance with all
applicable provisions of the Lease,


 


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and (iii) Tenant will not be
required to remove any alterations or improvements previously made by Tenant to
the Premises.


 


2.             Tenant’s Payment.  As a material condition and inducement to
Mass Mutual’s agreement to enter into this letter agreement, and in
consideration for the release set forth in paragraph 3 hereof, the Tenant
hereby agrees to pay to Mass Mutual the sum of $475,000 (the “Debt”) in full
and final settlement of all of the Tenant’s obligations owed to Mass Mutual
pursuant to the Lease, including those which would have been payable under the
Lease absent this letter agreement from the Termination Date through the date
initially set forth in the Lease as the expiration date thereof.  The Tenant shall pay the Debt in immediately
available funds within 100 days from the date first written above.  The Tenant hereby also agrees, as security
for the payment of the Debt as contemplated in the foregoing sentence, to
pledge to Mass Mutual 2,767,112 Ordinary Shares of WRDCLogsys Limited (the
“Shares”) held by it pursuant to that certain Pledge Agreement, a copy of which
is attached as Exhibit A hereto (the “Pledge Agreement”), and to provide
to Mass Mutual, prior to the Termination Date, written consents executed and
delivered by each of the other holders of shares in WRDCLogsys Limited (the
“Shareholders”) whereby the Shareholders (a) consent to the pledge of the
Shares to Mass Mutual and to the transfer of the Shares to Mass Mutual in the
event that the Tenant shall fail to pay the Debt to Mass Mutual within 100 days
of the date first written above and Mass Mutual exercises its remedies under
the Pledge Agreement, and (b) waive any right of first refusal and/or right of
first offer which the Shareholders may have with respect to the Shares.  In the event that the Tenant shall fail to
pay the Debt to Mass Mutual within 100 days of the date first written above,
Mass Mutual hereby agrees and understands that, subject to paragraphs 5, 6 and
7 hereof, its sole and exclusive remedies against the Tenant are the remedies
set forth in the Pledge Agreement.  Notwithstanding
anything to the contrary contained herein and in the Pledge Agreement, but
subject in any event to paragraphs 5, 6 and 7 hereof, this letter agreement
shall survive and remain in effect should the Tenant fail to pay the Debt to
Mass Mutual in immediately available funds as provided herein.


 


3.             Release.   Each of the Tenant and Mass Mutual agree, on
the terms and conditions herein set forth, to comprise, resolve and settle,
release and extinguish all existing and inchoate claims, actions, demands,
and/or causes of action, whether now known or unknown, that each has, might
have, or might claim to have against the other, of whatever kind or nature.


 


4.             Authority; No
Conflict.  The Tenant hereby
represents and warrants to Mass Mutual that (i) the execution, delivery and
performance of this letter agreement has been duly authorized by all necessary
corporate action on the part of the Tenant, (ii) no consent or approval of any
third party or parties is required in order for the Tenant to execute, deliver
and perform this letter agreement, other than any consent or approval which the
Tenant has obtained as of the date hereof, (iii) there are no outstanding
contracts, agreements, orders or judgments binding upon the Tenant that would
or could be violated by the execution, delivery of performance of this letter
agreement by the Tenant, (iv) nothing as been done or suffered to be done,
whereby the Lease, the estate created thereby or the Premises have been
encumbered,


 


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and the Tenant owns the entire
interest of the Tenant in the Lease, and (v) the Tenant has not assigned the
Lease or any interest therein or sublet the Premises or any portion thereof,
which assignment or sublease will continue to be effective beyond the
Termination Date.


 


5.             No Insolvency.  The Tenant hereby represents and warrants
that neither this letter agreement nor the performance by the Tenant of its
obligations hereunder will render the Tenant insolvent within the meaning of
the United States Bankruptcy Code, the Internal Revenue Code or any other
applicable law, code or regulation.  The
Tenant acknowledges that the remaining obligations that would have been owed to
Mass Mutual under the Lease substantially exceed the Debt, that that this
letter agreement is therefore of substantial financial benefit to the
Tenant.  Notwithstanding any provision of
this letter agreement to the contrary, to the extent and during the period that
any payment described herein, or the termination of the leasehold estate
created by the Lease, is set aside or voided by any court for any reason,
including but not limited to such payment, conveyance or termination having
been determined to be a fraudulent conveyance or a voidable preference, under
either state or federal law, or such payment or termination is undone and any
property or interest transferred hereunder must be returned to or for the
benefit of the Tenant or an estate in bankruptcy (whether or not for the
benefit of the Tenant), the Lease termination effected hereby and release of
the Tenant herein set forth shall, at Mass Mutual’s option, be null and void ab initio, and Mass Mutual shall have any and all rights
against the Tenant or its successors or assigns as may be available under the
Lease or under applicable law, as if this letter agreement had never been
entered into.  In the case of the
bankruptcy of the Tenant, Mass Mutual shall be entitled to file a proof of
claim against the estate to recover any amounts due in respect of this
Agreement.  In addition, Mass Mutual
shall be entitled to recover from the Tenant the costs (including without
limitation reasonable attorneys’ fees) incurred by Mass Mutual in defending or
otherwise participating in any insolvency, bankruptcy or other proceeding brought
by or against the Tenant wherein the validity or enforceability of this letter
agreement is challenged.


 


6.             Financial
Statements of the Tenant.  The Tenant
hereby represents and warrants that the unaudited financial statements of the
Tenant attached as Exhibit B hereto are true and correct in all material
respects as of the December 31, 2002, and that the assets and liabilities of
the Tenant have not materially changed since such date.  The Tenant acknowledges that such representation
constitutes a material inducement upon which Mass Mutual is relying in entering
into this letter agreement and the release contemplated hereby, and that, in
the event such financial statements have materially understated the Tenant’s
assets or have materially overstated the Tenant’s liabilities as of the date
hereof, the Lease termination effected hereby and release of the Tenant herein
set forth shall, at Mass Mutual’s option, be null and void ab initio,
and Mass Mutual shall have any and all rights against the Tenant or its successors
or assigns as may be available under the Lease or under applicable law, as if
this letter agreement had never been entered into.


 


7.             Settlement
Agreements with Other Creditors.  The
Tenant hereby represents and warrants that, simultaneously with the execution
and delivery of this letter agreement, it is


 


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entering into agreements with each of its creditors on
terms and conditions substantially similar to the terms of this letter
agreement, that the due date of the “Debt” in each of such agreements is the
same as the due date of the Debt under this letter agreement, and that the
schedule attached as Exhibit C hereto accurately describes the creditor,
the amount of the “Debt” and the number of shares of WRDCLogsys Limited pledged
to secure the “Debt” under each such agreement. The Tenant acknowledges that
such representation constitutes a material inducement upon which Mass Mutual is
relying in entering into this letter agreement and the release contemplated
hereby, and that, in the event such representation proves to be incorrect in
any material respect, the Lease termination effected hereby and release of the
Tenant herein set forth shall, at Mass Mutual’s option, be null and void ab initio, and Mass Mutual shall have any and all rights
against the Tenant or its successors or assigns as may be available under the
Lease or under applicable law, as if this letter agreement had never been
entered into.


 


8.             No
Assignment of Claims.  Neither Mass
Mutual nor the Tenant have assigned or otherwise transferred to any other
person or entity any interest in any account, claim, demand, action and/or
cause of action they have, or may have, or may claim to have in connection with
the matters released hereby and/or the persons and entities released herein.


 


9.             Waiver
of Jury Trial.  Mass Mutual and the
Tenant have agreed to the matters contained herein of their own choice and free
will and with their own judgment after advice of counsel.  Mass Mutual and the Tenant mutually hereby
knowingly, voluntarily, intentionally and irrevocably waive the right to a
trial by jury in any court and in any suit, action or proceeding or any matter
arising in connection with or in any way related to the transactions
contemplated by this letter agreement and the Pledge Agreement or any course of
conduct, course of dealings, statements (whether verbal or written) or actions
of any party, and agree that neither party will seek to consolidate any such
action with any other action in which a jury trial cannot be or has not been
waived.


 


10.           Integration.  This letter agreement constitutes the entire,
integrated agreement between the parties regarding the subject matter hereof
and supersedes any and all prior or contemporaneous agreements, representations
and negotiations, whether written or oral.


 


11.           Governing
Law.  This letter agreement shall be
governed by and construed in accordance with the laws of the State of
Connecticut.


 


12.           Counterparts.  This letter agreement may be executed in one
or more counterparts, and by different parties hereto on separate counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


13.           Amendment.  This letter agreement may not be amended or
modified except in writing executed by both parties hereto.


 


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If the foregoing correctly sets forth the
understanding and agreement of Mass Mutual and the Tenant, please indicate your
acceptance hereof in the space provided below for that purpose, whereupon this
letter agreement shall constitute a valid and binding agreement between Mass
Mutual and the Tenant.  Upon execution
hereof, this letter agreement shall be binding upon and inure to the benefit of
the Tenant and Mass Mutual and their respective heirs, legal representatives,
successors and assigns.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  MASSACHUSETTS MUTUAL LIFE

  
	
   

  	
  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


The foregoing letter agreement is hereby confirmed and
accepted as of the date first above written.


 


	
  Authoriszor Inc.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


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Exhibit A to Letter Agreement


 


PLEDGE AGREEMENT


 


 


THIS PLEDGE
AGREEMENT (this “Agreement”) is made as of the 24th day of March, 2003,
by and between Authoriszor Inc., a Delaware
corporation (“Pledgor”), and Massachusetts Mutual Life
Insurance Company, a Massachusetts corporation (“Secured Party”).


 


RECITALS:


 


A.            Pledgor
and Secured Party have executed that certain Letter Agreement, dated March 24,
2003 (the “Letter”);


 


B.            Pledgor
is the owner of certain Collateral (as defined below) and expects to receive
substantial direct and indirect benefits from the agreement set forth in the
Letter; and


 


C.            As
security for the payment and performance of all of Pledgor’s obligations
pursuant to the Letter, Pledgor has agreed to grant Secured Party a Security
Interest (as defined below) in the Collateral.


 


AGREEMENTS:


 


In
consideration of the premises, the covenants and agreements contained herein,
and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, Secured Party and Pledgor do hereby agree as follows:


 


1.             Definitions.  The following terms shall have the meanings
indicated below and shall be construed to have the broadest possible meanings
permitted under the Code:


 


“Code” means the
Uniform Commercial Code as enacted by the State of Connecticut, as it shall be
amended from time to time.


 


“Collateral” means
2,767,112 Ordinary Shares of WRDCLogsys Limited, a private company registered
in England (“WRDCLogsys”), owned by Pledgor, and the certificates and/or other
instruments or writings representing such shares (such shares, certificates and
other writings being hereinafter collectively called the “Pledged Shares”),
together with all money and other property, at any time and from time to time
received or receivable by or distributed or distributable to Pledgor from
WRDCLogsys in exchange or substitution for or otherwise in respect of any or
all of the Pledged Shares (whether in the ordinary course of WRDCLogsys’s
business or representing or resulting from cash or stock dividends, stock
splits or reclassifications, the recapitalization, reorganization, merger,
consolidation, disposition of assets,


 


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liquidation or dissolution of
WRDCLogsys or any other action or cause); and all proceeds and products
thereof, in any form and wherever located.


 


“Event of Default”
means any of the following events:


 


(a) 
Pledgor shall fail to pay the Debt (as defined in the Letter) to Secured
Party by the date required under Paragraph 2 of the Letter;


 


(b) 
any written statement, representation or warranty made by Pledgor in
this Agreement or the Letter, or which is contained in any certificate,
document, financial or other written statement furnished at any time under or
in connection with this Agreement or the Letter shall prove to have been
incorrect in any material respect on or as of the date made;


 


(c) 
Pledgor shall fail to observe any term, covenant or agreement on its
part to be performed or observed in this Agreement and such failure shall
continue unremedied for thirty (30) consecutive days;


 


(d) 
Pledgor (i) shall make an assignment for the benefit of creditors or
petition or apply to any tribunal for the appointment of a custodian, receiver
or trustee for it or a substantial part of its assets, or (ii) shall commence
any proceeding under any bankruptcy, reorganization, arrangement, readjustment
of debt, dissolution or liquidation law or statute of any jurisdiction, whether
now or hereafter in effect, or (iii) shall have had any such petition or
application filed or any such proceeding shall have been commenced against it
in which an adjudication or appointment is made or order for relief is entered,
or which petition, application or proceeding remains undismissed for a period
of sixty (60) days or more, or (iv) shall be the subject of any proceeding
under which its assets may be subject to seizure, forfeiture or divestiture, or
(v) by any act or omission shall indicate its consent to, approval of or
acquiescence in any such petition, application or proceeding or order for
relief or the appointment of a custodian, receiver or trustee for all or any
substantial part of its property, or (vi) shall suffer any such custodianship,
receivership or trusteeship to continue undischarged for a period of sixty (60)
days or more; or


 


(e) 
one or more judgments, decrees or orders for the payment of money in excess
of $10,000 in the aggregate shall have been rendered against Pledgor and such
judgments, decrees or orders shall continue unsatisfied and in effect for a
period of sixty (60) consecutive days without being vacated, discharged,
satisfied or stayed or bonded pending appeal.


 


“Security Interest”
means the security interest (as that term is defined by the Code) granted by
this Agreement.


 


2.             Grant
of Security Interest.  (a)  Pledgor hereby pledges, assigns, delivers and
transfers to Secured Party, and grants to Secured Party a continuing and
unconditional Security


 


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Interest in, the Collateral, to
secure the prompt, timely and complete payment when due of all obligations and
liabilities of Pledgor to Secured Party now existing or hereafter arising under
the Letter and the full, complete and timely performance of any and all
existing or future obligations of Pledgor under the Letter and this
Agreement.  All such present and future
obligations under the Letter and this Agreement are referred to herein as the “Secured
Obligations.”


 


(b)           Prior to the execution
and delivery hereof by Secured Party, Pledgor shall have delivered to Secured
Party, and Secured Party by such execution and delivery shall acknowledge its prior
receipt of, the certificate(s) and/or other instruments and documents
evidencing all of the Pledged Shares and all other items of the Collateral then
owned by Pledgor.  Pledgor agrees that it
shall immediately deliver to Secured Party any and all of the Pledged Shares
and other Collateral (including any and all certificates and/or other
instruments or documents representing each item thereof) which it acquires in
any way at any time after such execution and delivery.  Upon delivery to the Secured Party, each item
of the Collateral shall be accompanied by, as appropriate, (i) accompanied by
stock powers in substantially the form of Annex 1 attached hereto and
made a part hereof (the “Powers”), duly executed in blank and undated,
and/or (ii) such other instruments or documents as Secured Party shall
reasonably request.


 


3.             Representations
and Warranties.  Pledgor represents
and warrants as follows:


 


(a)           Pledgor has good title
to all of the Collateral and is the sole legal record and beneficial owner of
the Collateral, free and clear of all security interests, except for the
security interest created by this Agreement;


 


(b)           Pledgor is a
corporation duly formed and validly existing under the laws of the State of
Delaware and has the power and authority to execute, deliver and perform this
Agreement and to pledge, assign, deliver, transfer and grant a security
interest in the Collateral;


 


(c)           The execution, delivery
and performance by Pledgor of this Agreement, and the grant to the Secured
Party of a security interest in the Collateral, have been duly authorized by
all necessary corporate action and do not and will not (i) require any consent
or approval of its shareholders; (ii) violate any provisions of its articles of
incorporation or by-laws; (iii) violate any provision of, or require any
filing, registration, consent or approval under, any law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award presently in
effect having applicability to and binding upon Pledgor; (iv) result in a
breach of or constitute a default or require any consent under any indenture,
mortgage or loan or credit agreement or any other material agreement, lease or
instrument to which the Pledgor is a party or by which it or its properties may
be bound; or (v) result in, or require, the creation or imposition of any lien
upon or with respect to any of the properties now owned or hereafter acquired
by Pledgor, except for the security interest created by this Agreement;


 


(d)           This Agreement
constitutes the legal, valid and binding obligation of Pledgor, enforceable
against Pledgor in accordance with its terms except as enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or


 


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limiting creditors’ rights generally and subject to the availability of
equitable remedies;


 


(e)           Each of the Pledged
Shares is, or will be when acquired by Pledgor and pledged hereunder, duly and
validly issued and fully paid and non-assessable, and there are no restrictions
on the transfer of any thereof other than such restrictions as appear on the
certificates or other instruments or writings representing them, or as are
referred to in the provisions of the Articles of Association of WRDCLogsys
(formerly know as Authoriszor Holdings Limited) (as amended, modified and
supplemented from time to time, the “Articles”) and the provisions of
that certain Investment Agreement, dated as of July 18, 2002, by and among
Pledgor and the parties named therein (as amended, modified and supplemented
from time to time, the “Investment Agreement”);


 


(f)            The pledge of the
Collateral pursuant to this Agreement creates a valid and first priority
security interest in the Collateral, in favor of Secured Party, securing the
payment and performance of the Secured Obligations, subject to the restrictions
on the transfer of the Pledged Shares set forth in the Articles and Investment
Agreement, and no action other than the delivery of each item of the Collateral
to, and its continued possession by, Secured Party or any of its agents or
nominees is necessary to maintain a perfected, first-priority security interest
in such item in favor of Secured Party;


 


(g)           Except as disclosed on Schedule
3(g), there are no actions, suits or proceedings or investigations pending
or, as far as Pledgor can reasonably foresee, threatened against or affecting
Pledgor, or any property of Pledgor, before any court, governmental agency or
arbitrator, which if determined adversely to Pledgor would in any one case or
in the aggregate have a material adverse effect on Pledgor’s business, assets,
liabilities, financial condition, results of operations or prospects of
Pledgor, or upon Pledgor’s ability to perform in all material respects its obligations
under this Agreement (a “Material Adverse Effect”);


 


(h)           Pledgor has filed all
federal and state tax returns and all other material local tax returns required
to be filed, has paid all due and payable taxes, assessments and governmental
charges and levies, including interest and penalties, imposed upon it or upon
its properties, and has made adequate provision for the payment of such taxes,
assessments and other charges accruing but not yet due and payable, except with respect to franchise taxes payable to
the State of Delaware for the year ended December 31, 2002 and for the first
quarter of the year ended December 31, 2003 and with respect to taxes
which are being contested in good faith by Pledgor and for which Pledgor has
established and maintains adequate reserves for payment.  To the best knowledge of Pledgor, there is no
tax assessment contemplated or proposed by any governmental agency against
Pledgor that would have a Material Adverse Effect;


 


(i)            Schedule 3(i)
correctly sets forth all of the material assets owned by Pledgor as of the date
of this Agreement.  All of the
outstanding shares of stock of WRDCLogsys listed on Schedule 3(i) are
owned of record and beneficially by Pledgor and there are no outstanding
options, warrants or other rights to purchase capital stock of WRDCLogsys or
any other entity; and all such shares of stock of WRDCLogsys so owned are duly
authorized, validly issued, fully paid, non-assessable.  WRDCLogsys is a corporation duly incorporated,
validly


 


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existing and in good standing
under the laws of its jurisdiction of incorporation, has the power and
authority to own its assets and to transact the business in which it is now
engaged, and is duly qualified as a foreign corporation and in good standing
under the laws of each other jurisdiction in which such qualification is
required, except where the failure to be so qualified would not have a material
adverse effect on WRDCLogsys’ business, assets, liabilities, financial condition,
or the results of operations or prospects of WRDCLogsys;


 


(j)            Schedule 3(j)
is a complete and correct list of all indebtedness in respect of which Pledgor
is in any manner directly or contingently obligated as of the date of this
Agreement, and all liens given or agreed to be given as security therefor are
therein set forth and correctly described or indicated in such Schedule.


 


4.             Covenants
of Pledgor.  So long as this
Agreement has not been terminated as provided hereafter, Pledgor agrees that it
will at its expense:


 


4.1           Title.  Will defend both its own rights and interests
and the Secured Party’s rights and security interest in and to the Collateral
against the claims and demands of all other persons and will execute and
deliver to Secured Party such further conveyances, agreements, assignments,
instruments and other writings, and take such further action, as Secured Party
may request in order to obtain the full benefit of this Agreement, the
Collateral, and the rights, powers and remedies granted to Secured Party
hereunder;


 


4.2           No Encumbrances.  Will keep the Collateral free of all security
interests, except the Security Interest;


 


4.3           No Sale, Etc.  Will not assign, deliver, sell, transfer,
exchange or otherwise temporarily or permanently dispose of (including
dispositions by operation of law) any portion of the Collateral, or any
interest therein without the prior written consent of Secured Party, or offer
or contract to do so, provided, however, that no consent shall be
required if the Collateral is sold, assigned or otherwise disposed of and the
proceeds received from such sale, assignment or other method of disposal are
applied to pay the Secured Obligations in full;


 


4.4           Financing Statements.  Will execute and deliver to Secured Party
such stock powers, financing statements, certificates and other documents and
instruments, pay all costs, including costs of filing financing statements and
other documents in any public offices requested by Secured Party, and take such
other action as Secured Party may deem reasonably necessary and advisable to
perfect the Security Interest created by this Agreement;


 


4.5           Taxes.  Will pay all taxes (including documentary
stamp taxes and intangible taxes), assessments and other charges of every
nature which may be levied or assessed against the Collateral, or imposed upon
Pledgor or Secured Party by reason of this Agreement; and


 


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4.6           Cooperation.  Will take other action reasonably requested
by Secured Party to carry out the terms of this Agreement, to preserve the
Collateral, and to preserve and perfect the Security Interest of Secured Party.


 


4.7           Delivery of
Financial Statements of WRDCLogsys.      Will deliver
copies of the quarterly financial statements of WRDCLogsys to Secured Party
within thirty (30) days after such financial statements become available.


 


5.             Default.  If an Event of Default shall occur and be
continuing, the Secured Party may take all of the actions or remedies specified
in Section 6 hereof (“Remedies”) or elsewhere herein.


 


6.             Remedies.


 


6.1           If an Event of Default
shall have occurred and be continuing, the Secured Party shall have, as its
sole and exclusive remedy, the right to realize upon the Collateral in
accordance with the provisions of the Code. 
Pledgor agrees that any notice by Secured Party of the sale or
disposition of the Collateral or any other intended action hereunder, whether
required by the Code or otherwise, shall constitute reasonable notice to
Pledgor if the notice is delivered to Pledgor by a reputable overnight courier,
at least ten (10) days before the action to be taken.


 


6.2           Pledgor agrees that in
any sale of any Collateral, Secured Party is hereby authorized to comply with
any limitation or restriction in connection with such sale as it may be
reasonably advised by counsel is necessary in order to avoid any violation of
applicable law (including, without limitation, compliance with such procedures
as may restrict the number of prospective bidders and purchasers of securities,
require that such prospective bidders and purchasers have certain
qualifications, and restrict such prospective bidders and purchasers to persons
who will represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or resale of such
Collateral, or in order to obtain any required approval of the sale or of the
purchaser by any governmental regulatory authority or official), and Pledgor
further agrees that such compliance shall not result in such sale being
considered or deemed not to have been made in a commercially reasonable manner,
nor shall the Secured Party be liable nor accountable to Pledgor for any
discount allowed by reason of the fact that such Collateral is sold in
compliance with any such limitation or restriction.


 


6.3           At any such private or
public sale, Secured Party shall be entitled to bid for and/or purchase the
Collateral then being sold and may pay the price thereof by credit against the
Secured Obligations then outstanding. 
Any purchaser of any item(s) of the Collateral (including Secured Party)
shall take such item(s) free from any right or claim of Pledgor, and Pledgor
hereby waives, to the extent permitted by the Code and other applicable law,
all rights of redemption and/or to any stay, exemption or appraisal which
Pledgor now has or may hereafter acquire.


 


6.4           In case of any sale by
Secured Party of any item(s) of the Collateral on credit or for future
delivery, such item(s) may be retained by Secured Party until the selling price


 


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is paid by the purchaser(s)
thereof, but Secured Party shall incur no liability in case of failure of the
purchaser to take up and pay for such item(s). 
In case of any such failure, such item(s) may be sold again upon notice,
to the extent required by law, as provided in Section 6.1 hereof.


 


7.             Voting
of Pledged Shares.  Subject to the
provisions of the Articles and the Investment Agreement, Pledgor hereby
irrevocably constitutes and appoints Secured Party in connection with all
securities that comprise the Collateral, whether or not the securities have
been transferred into the name of Secured Party or its nominee, as Pledgor’s
proxy (and such proxy shall be deemed to be coupled with an interest) with full
power, solely upon the occurrence and during the continuance of an Event of
Default and the exercise of Secured Party’s rights under this Section 7,
to:


 


(a)           attend all meetings of
security holders of WRDCLogsys that the Collateral entitles them to attend that
are held after the date of this Agreement and to vote the securities at those
meetings in such manner as Secured Party shall in its sole discretion deem appropriate;


 


(b)           to consent in the sole
discretion of Secured Party to any action by or concerning WRDCLogsys for which
the consent of the security holders of WRDCLogsys is or may be necessary or appropriate;
and


 


(c)           without limitation to
do all things that Pledgor could do as a security holder of WRDCLogsys, giving
to Secured Party full power of substitution and revocation


 


provided, however, that Pledgor may
thereafter continue to exercise any and all such voting and consensual rights
and powers until such time as Secured Party shall notify Pledgor in writing
that Secured Party intends to assume and exercise the same.


 


The proxy contained in this paragraph shall terminate when this
Agreement terminates as provided in Section 10.13 hereof.  Pledgor hereby agrees not to give or permit
to exist any other proxies in derogation of this proxy so long as this
Agreement is in force.


 


8.             Transfer
Securities of Record.  Pledgor
authorizes and appoints Secured Party, effective upon occurrence of an Event of
Default, as Pledgor’s attorney-in-fact to transfer all or any part of the
securities that comprise any part of the Collateral into Secured Party’s name
or that of its nominee so that Secured Party or its nominee may appear of
record as the sole owner of the securities.


 


9.             Distributions
In Respect of Collateral.


 


9.1           Pledgor assigns to, and
authorizes Secured Party to receive, any interest, principal, dividends,
distributions, or other income or payments of whatever nature (whether in cash
or in kind) now or hereafter made in respect of the Collateral, including those
made in connection with the dissolution, liquidation, sale of assets, merger,
consolidation, or other reorganization of WRDCLogsys, or any stock dividend,
stock split, recapitalization,


 


7





















 


reclassification or otherwise
(collectively, “Distributions”), to surrender such Collateral or any
part thereof in exchange therefor, and to hold any such Distribution as part of
the Collateral.


 


9.2           Pledgor will not demand
or receive any income or Distribution with respect to the Collateral and if
Pledgor receives any such Distributions, Pledgor will hold such Distributions
in trust and deliver them promptly in the form received to Secured Party to
hold as Collateral.  After the occurrence
and during the continuance of an Event of Default, Secured Party may apply any
net cash Distributions to payment of any of the Secured Obligations in such
order as Secured Party may elect, but Secured Party shall account for and pay
over to Pledgor any Distributions remaining after full payment of such Secured
Obligations.


 


10.           Miscellaneous
Provisions.


 


10.1         Perfection.  Pledgor authorizes Secured Party at Pledgor’s
expense to file any financing statements relating to the Collateral (without
Pledgor’s signature thereon) that Secured Party deems reasonably appropriate,
and Pledgor appoints Secured Party as Pledgor’s attorney-in-fact to execute any
such financing statements in Pledgor’s name and to perfect and to continue
perfection of the Security Interest.


 


10.2         Right to Perform
Obligations.  Upon Pledgor’s failure
to perform any of its duties hereunder and after ten (10) days written notice
of such failure from Secured Party, Secured Party may, but it shall not be
obligated to, perform any of such duties and Pledgor shall forthwith upon
demand reimburse Secured Party for any expenses incurred by Secured Party in so
doing; provided that no prior notice shall be required if in Secured
Party’s reasonable judgment such delay would materially jeopardize or impair
the value of the Collateral (Secured Party shall provide written notice as soon
as practical following the taking of such action).


 


10.3         No Waiver.  No delay or omission by Secured Party in
exercising any right hereunder shall operate as a waiver of that or any other
right, and no single or partial exercise of any right shall preclude Secured
Party from any other or further exercise of the right or the exercise of any
other right or remedy.  All rights and
remedies of Secured Party under this Agreement and under the Code shall be deemed
cumulative and except as otherwise provided by law may be exercised
concurrently or in any order of succession.


 


10.4         Reasonable Care of
Collateral. Secured Party shall be deemed to have used reasonable care in
the custody and preservation of the Collateral in its possession to the extent
it accords such Collateral treatment which is substantially equal to that which
Secured Party accords its own property of like kind; provided, however,
that Secured Party shall have no obligation, regardless of whether it takes any
such action with respect to its own property, (i) to ascertain or take action
with respect to calls, tenders, conversions, exchanges, maturities or other
matters involving or affecting any item(s) of such Collateral (whether or not
Secured Party has actual or constructive knowledge of any such matters), unless
reasonably requested by Pledgor to do so, or (ii) to take action to preserve
rights against prior or other parties.


 


8





















 


10.5         Enforcement.  If an Event of Default shall occur, Secured
Party may demand, collect and sue for all amounts owed pursuant to the
Collateral or for proceeds of any Collateral (either in Pledgor’s name or
Secured Party’s name at the latter’s option), with the right to enforce,
compromise, settle or discharge any such amounts.  After the occurrence of an Event of Default,
Pledgor appoints Secured Party as such Pledgor’s attorney-in-fact to endorse
such Pledgor’s name on all checks, commercial paper and other documents or instruments
pertaining to Collateral or proceeds.


 


10.6         Other Rights.  Pledgor acknowledges that its obligations
hereunder are absolute and unconditional and authorizes Secured Party without
affecting Pledgor’s obligations hereunder from time to time to take the
following actions, whether or not increasing the risk of loss to Pledgor:


 


(a)           to take from any party
and hold collateral (other than the Collateral) for the payment of the Secured
Obligations or any party thereof, and to exchange, enforce or release such
collateral or any guaranty of payment of the Secured Obligations or any part
thereof and to release or substitute any such endorser or guarantor or any
party who has given any Security Interest in any collateral as security for the
payment of the Secured Obligations or any party thereof or any party in any way
obligated to pay the Secured Obligations or any part thereof; and


 


(b)           upon the occurrence of
any Event of Default to direct the manner of the disposition of the Collateral
and any other collateral and the enforcement of any endorsements or guaranties
relating to the Secured Obligations or any party thereof as Secured Party in
its sole discretion may determine, consistent with the provisions of Section 6.


 


10.7         Pledgor’s Waivers.  Pledgor agrees that Secured Party’s security
interest in the Collateral shall be absolute and unconditional regardless of
the existence or occurrence of, and expressly waives any defense or discharge
which might otherwise arise from, any of the following:


 


(i)         any
lack of validity or enforceability of this Agreement, the Letter or any other
agreement or instrument relating hereto or thereto or otherwise relating to the
Secured Obligations;


 


(ii)        any
change in the time, manner or place of payment of, or in any other terms of,
any or all of the Secured Obligations, or any other amendment or waiver of, or
any consent to departure from, this Agreement or the Letter or any other
agreement, instrument or other writing now or hereafter existing between
Pledgor and Secured Party and relating to the Secured Obligations;


 


(iii)      any
exchange, release or non-perfection of any other collateral, or any release,
amendment or waiver of, or consent to departure from any guaranty, for any or
all of the Secured Obligations;


 


(iv)       Secured
Party’s resort, during the continuation of an Event of Default, to any or all
of the Collateral for payment of all or part of the Secured Obligations prior
to


 


9





















 


proceeding against any other
collateral or any other party primarily or secondarily liable for payment
thereof; or


 


(v)           to
the extent permitted by law, any other circumstance which might otherwise
constitute a defense available to, or a discharge of, Pledgor in respect of the
Secured Obligations or this Agreement.


 


10.8         Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of Pledgor and Secured Party and their respective
successors and assigns, except that Pledgor may not assign any of its rights or
obligations under this Agreement without the prior written consent of Secured
Party.


 


10.9         Benefit.  The terms “Secured Party” and “Pledgor” as
used in this Agreement include the heirs, personal representatives and
successors or assigns of those parties, and this Agreement shall benefit and
bind such parties.


 


10.10       Amendment.  This Agreement may not be modified or amended
nor shall any provision of it be waived except in writing signed by Pledgor and
by an authorized officer of Secured Party.


 


10.11       Governing Law; Venue.  This Agreement shall be governed by and construed
under the Uniform Commercial Code and any other applicable laws of the State of
Connecticut in effect from time to time. 
ANY ACTION RELATED TO AND/OR BASED UPON THE
SUBJECT MATTER OF THIS AGREEMENT SHALL BE BROUGHT IN THE COURT OF PROPER
JURISDICTION IN CONNECTICUT.


 


10.12       Waiver of Trial by Jury.  PLEDGOR ACKNOWLEDGES THAT
IT HAS BEEN ADVISED BY COUNSEL OF ITS CHOICE WITH RESPECT TO THIS TRANSACTION
AND THIS AGREEMENT, AND PLEDGOR AND SECURED PARTY MUTUALLY HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY
IN ANY COURT AND IN ANY SUIT, ACTION OR PROCEEDING OR ANY MATTER ARISING IN
CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, THE LETTER OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
(WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, AND AGREE THAT NEITHER
PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A
JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. 
EXCEPT AS PROHIBITED BY LAW, PLEDGOR HEREBY WAIVES ANY RIGHT IT MAY HAVE
TO CLAIM OR RECOVER IN ANY LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES.  PLEDGOR CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF SECURED PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SECURED PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING


 


10





















 


WAIVER.  THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT
FOR SECURED PARTY TO ENTER INTO THE LETTER AND THIS AGREEMENT.


 


10.13       Term.  This Agreement shall remain in force until
the earlier of: (a) the payment in full of the Secured Obligations by Pledgor
to Secured Party or (b) Secured Party’s realization upon the Collateral.  Upon termination of the Agreement due to
Pledgor’s payment in full of the Secured Obligations, Secured Party shall
thereupon reassign and redeliver (or cause to be reassigned and redelivered) to
Pledgor or such person(s) as Pledgor shall designate, against due execution and
delivery by Pledgor or such person(s) of a receipt therefor satisfactory to
Secured Party in form and substance, such items of the Collateral (if any) as
are then held by Secured Party or its representatives, together with
appropriate instruments of reassignment and release.  Any such reassignment shall be without
recourse to or warranty by Secured Party or any such representative and at the
expense of Pledgor.


 


10.14       Notices.  Notice required or permitted to be given
hereunder shall be given to the parties at the addresses set forth on the
signature pages of this document or at such other address as may be designated
in writing from time to time by one party to the other.  Any such notices or communications shall be
deemed to be received upon the earlier of actual receipt at the address
provided or, if mailed, fifteen (15) business days after mailing by first class
mail.


 


10.15       Powers.  All powers, rights, proxies and privileges
granted to Secured Party herein are coupled with an interest and are
irrevocable.


 


10.16       Limitation on Secured
Party’s Liability; Reimbursement of Expenses and Indemnification.  (a) 
Pledgor agrees that Secured Party shall have no obligation to take, or
refrain from taking, any action with respect to the Collateral or Pledgor’s
rights and interests therein except with respect to the preservation and return
of the Collateral in its possession as and to the extent provided,
respectively, in Sections 10.4 and 10.13 hereof.  Pledgor further agrees that neither Secured
Party nor any of its representatives shall have any liability to Pledgor, or to
any person claiming rights against Secured Party by, through or under Pledgor,
in any way arising out of or in connection with Secured Party’s or any such
representative’s administration of this Agreement or its exercise of any of its
rights, power and remedies hereunder except for (i) Secured Party’s or any such
representative’s failure to take as and when required any of the actions
referenced in the first sentence of this Section 10.16(a) or to account to
Pledgor for those amounts of money and other property — and only for those
amounts — which it actually receives in connection with such administration or
exercise and which it is required to pay over to Pledgor or apply to the
Secured Obligations under any other provision hereof, (ii) its failure to
exercise reasonable care as and to the extent required in Section 10.4 hereof
or (iii) its negligence or willful misconduct.


 


(b)  Pledgor
shall pay or reimburse Secured Party on demand for all costs and expenses
(including without limitation, reasonable fees and disbursements of Day, Berry
& Howard LLP or any other external legal counsel for Secured Party, costs
allocated by Secured Party’s internal legal department, accounting, consulting,
brokerage or other similar professional fees and expenses) paid or incurred by
Secured Party in connection with (i) the administration


 


11





















 


and any amendment of this
Agreement, (ii) the custody or preservation of the Collateral and any
authorized collection from, disposition of or other realization on any item(s)
thereof, and (iii) the exercise and enforcement of any of Secured Party’s
rights, powers and remedies hereunder, including without limitation its right
to perform Pledgor’s covenants and agreements hereunder to the extent Pledgor
fails to do so.  Pledgor further agrees
to indemnify, defend and hold harmless Secured Party, its Representatives,
successors and assigns from and against any and all liabilities, claims,
actions, losses, damages, taxes, penalties, fines, costs and expenses
(including reasonable attorneys’ fees and legal expenses) which in any way
arise out of or in connection with any of the actions or matters with respect
to which Pledgor has a payment or reimbursement obligation under this
Section;  provided, however,
that Pledgor shall have no obligation to indemnify Secured Party or any such
representative, successor or assign against any liabilities, claims, etc.
resulting from such party’s negligence or willful misconduct or its failure to
exercise reasonable care as and to the extent required in Section 10.4
hereof.  Until any reimbursement of costs
or expenses or any indemnity payment required under this Section is received by
Secured Party in cash or immediately available funds, such amount shall
constitute part of the Secured Obligations secured by the Collateral.


 


10.17       Counterparts.  This Agreement may be executed in any number
of counterparts and by different parties thereto in separate counterparts, each
of which when so executed and delivered shall be deemed as original and all of
which when taken together shall constitute but one and the same instrument.


 


 


[Remainder of Page Left Blank Intentionally]


 


12





















 


IN WITNESS WHEREOF, the parties hereto have executed this instrument as
of the date first stated above.


 


	
   

  	
  PLEDGOR:

  
	
   

  	
   

  
	
   

  	
  AUTHORISZOR INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  Authoriszor Inc.

  
	
   

  	
  c/o WRDCLogsys, First Floor

  
	
   

  	
  Ebor Court, Westgate, Leeds

  
	
   

  	
  LS1 4ND United Kingdom

  
	
   

  	
   

  
	
   

  	
  SECURED PARTY:

  
	
   

  	
   

  
	
   

  	
  MASSACHUSETTS MUTUAL LIFE

  INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  Massachusetts Mutual Life
  Insurance Company

  
	
   

  	
  c/o Cornerstone Real Estate
  Advisers

  
	
   

  	
  One Financial Plaza, Suite 1700

  
	
   

  	
  Hartford, Connecticut 06103

  



 


13





















 


 


ISSUER ACKNOWLEDGMENT AND CONSENT


 


The
undersigned issuer referred to in the foregoing Agreement hereby acknowledges
receipt of a copy thereof and agrees to be bound thereby and to comply with the
terms thereof insofar as such terms are applicable to it.  The undersigned agrees to, during the term of
the Agreement, notify Secured Party promptly in writing of any “Distributions”
(as such term is defined in Section 9.1 of the Agreement).


 


 


	
   

  	
  WRDC LOGSYS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


14





















 


ANNEX 1


 


IRREVOCABLE STOCK POWER


 


FOR VALUE
RECEIVED, the undersigned does hereby sell, assign and transfer unto                                         ,
Two Million Seven Hundred Sixty-Seven Thousand One Hundred Twelve (2,767,112)
shares of WRDCLogsys Ltd. (the “Company”), represented by Certificate No.               
(the “Certificate”), standing in the name of the undersigned on the books of
the Company.


 


The
undersigned does hereby irrevocably constitute and appoint                                           ,
to transfer the Certificate on the books of the Company, with full power of
substitution in the premises.


 


DATED:                  ,
         .


 


 


	
   

  	
  Authoriszor Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


A-1





















 


SCHEDULE 3(g)


 


LITIGATION


 


None


 


A-1





















 


SCHEDULE 3(i)


 


MATERIAL ASSETS


 


10,441,592 Ordinary
Shares of WRDCLogsys Limited


 


A-1





















 


SCHEDULE 3(j)


 


 


INDEBTEDNESS


 


	
  Creditor

  	
   

  	
  Amount Owed

  	
   

  	
  No. of Shares

  Pledged as security

  	
   

  
	
  Alec Karys (former employee)

  	
   

  	
  $

  	
  26,130.06

  	
   

  	
  152,221

  	
   

  
	
  Decherts (Lawyers)

  	
   

  	
  $

  	
  53,479.81

  	
   

  	
  311,546

  	
   

  
	
  Massachusetts Mutual Life Insurance Company

  	
   

  	
  $

  	
  475,000.00

  	
   

  	
  2,767,112

  	
   

  
	
  WRDCLogsys Limited

  	
   

  	
  $

  	
  618,892.24

  	
   

  	
  7,210,713

  	
   

  
	
  Totals

  	
   

  	
  $

  	
  1,173,502.11

  	
   

  	
  10,441,592

  	
   

  
										



 


A-1





















 


Exhibit B to Letter Agreement


 


FINANCIAL STATEMENTS OF AUTHORISZOR INC.


 


A-1





















 


Exhibit C to Letter Agreement


 


INDEBTEDNESS


 


 


	
  Creditor

  	
   

  	
  Amount Owed

  	
   

  	
  No. of Shares

  Pledged as Security

  	
   

  
	
  Alec Karys (former employee)

  	
   

  	
  $

  	
  26,130.06

  	
   

  	
  152,221

  	
   

  
	
  Decherts (Lawyers)

  	
   

  	
  $

  	
  53,479.81

  	
   

  	
  311,546

  	
   

  
	
  WRDCLogsys Limited

  	
   

  	
  $

  	
  618,892.24

  	
   

  	
  7,210,713

  	
   

  
									



 


A-1