Exhibit 10.2


 


The Group

C/o WRDCLogsys Limited,

First Floor,

Ebor Court,

Westgate,

Leeds,

LS1 4NL


 


March 24th, 2003


 


Authoriszor Inc.

c/o WRDCLogsys, First Floor

Ebor Court, Westgate, Leeds

LS1 4ND United Kingdom


 


Ladies and Gentlemen:


 


The Group (the “Creditor”) and Authoriszor Inc. (the “Company”) have
had previous discussions regarding the obligations owed by the Company to the
Creditor and the settlement thereof. 
This letter is being delivered to evidence the agreement made between
the Creditor and the Company regarding such obligations.


 


In order to avoid the time, trouble and extraordinary expenses of
litigation, the Creditor and the Company hereby agree, upon execution of this
letter by the Company in the appropriate place below, 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, whatever kind or
nature.  As consideration for the
foregoing, the Company hereby agrees to pay, in immediately available funds,
the aggregate sum of $618,892.24 (the “Debt”) to the Creditor within 100 days
from the date first written above.  The
Company hereby also agrees, as security for the payment of the Debt as contemplated
in the foregoing sentence, to pledge 7,210,713.00 shares of WRDCLogsys Ltd.
held by it pursuant to that certain Pledge Agreement, a copy of which is
attached as Exhibit A hereto (the “Pledge Agreement”).


 


In the event that the Company shall fail to pay the Debt to the
Creditor within 120 days of the date first written above, the Creditor hereby
agrees and understands that its sole and exclusive remedies against the Company
are the remedies set forth in the Pledge Agreement. Notwithstanding anything to
the contrary contained herein and in the Pledge Agreement, this letter shall
survive and remain in effect should the Company fail to pay the Debt to the
Creditor in immediately available funds as provided herein.


 


1





















 


Neither the Creditor nor the Company 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. 
The Creditor and the Company have agreed to the matters contained herein
of their own choice and free will and with their own judgment after advice of
counsel.


 


If the foregoing correctly sets forth the
understanding and agreement of the Creditor and the Company, please indicate
your acceptance hereof in the space provided below for that purpose, whereupon
this letter shall constitute a valid and binding agreement between the Creditor
and the Company.  Upon execution hereof,
this letter shall be binding upon and inure to the benefit of the Company and
the Creditor and their respective heirs, legal representatives, successors and
assigns.  This letter shall be governed
by and construed in accordance with the laws of the State of New York.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  The Group

  



 


 


	
  Garcia J
  Hanson

  	
   

  	
   

  
	
   

  	
   

  
	
  Cardinal
  Estates Limited

  acting by Roy Wiliams

  	
   

  	
   

  
	
   

  	
   

  
	
  Roy Williams

  	
   

  	
   

  
	
   

  	
   

  
	
  Richard
  Harris

  	
   

  	
   

  
	
   

  	
   

  
	
  Pelican
  Capital Limited

  acting by

  	
   

  	
   

  
	
   

  
	
  The foregoing
  letter agreement is hereby con-

  firmed and accepted as of the date first above

  written.

  	
   

  
	
   

  	
   

  
	
  Authoriszor
  Inc.

  	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
  Garcia J
  Hanson

  
	
  Title:

  	
  President

  
								



 


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Exhibit A


 


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”)
WRDCLogsys Limited First Floor, Ebor Court, Westgate, Leeds, LS1 4NL and The Group (“Secured Party”).


 


RECITALS:


 


A.            Pledgor and Secured
Party have executed that certain Letter Agreement, dated 24th March
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 New York, as it shall be
amended from time to time.


 


“Collateral” means
7,210,713 shares of WRDCLogsys Ltd. (“WRDCLogsys”) owned by Pledgor, and the
certificates representing such shares, together with all additions,
replacements, substitutions, increases, profits, proceeds, dividends, distributions
and products thereof, in any form and wherever located.


 


“Event of Default”
and “Default” means the breach by Pledgor of
its obligations to pay the Debt (as defined in the Letter) to Secured Party.


 


A-1





















 


“the Group” means
Garcia J Hanson of Flat 5b, 6 Holland Park, London, W11 3TG; Cardinal Estates
Limited of 10 Charterhouse Square, London, EC1M 6LQ; Roy Williams of Armscote
Manor, Armscote, Warwickshire, CV37 8DA; Richard Harris of Flat 5, 1 Upper
Brook Street, London W1K 6PA and Pelican Capital Limited of 10 Charterhouse
Square, London, EC1M 6LQ.


 


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


 


2.             Grant of Security
Interest.  Pledgor hereby delivers to
Secured Party certificates evidencing, and grants to Secured Party a continuing
and unconditional Security Interest in, the Collateral, accompanied by stock
powers in substantially the form of Annex 1 attached hereto and made a
part hereof (the “Powers”), duly executed in blank, to secure the
prompt, timely and complete payment 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.”


 


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


 


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


 


(b)           Pledgor has the
capacity, power and authority to enter into this Agreement;


 


(c)           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 Articles and
Investment Agreement.


 


4.             Covenants of Pledgor.  So long as this Agreement has not been
terminated as provided hereafter, Pledgor:


 


4.1           Title.  Will defend the Collateral against the claim
of all other persons;


 


4





















 


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


 


4.3           No Sale, Etc.  Will not assign, deliver, sell, transfer,
lease or otherwise 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;  provided, however, no consent shall be required in
connection with the recapitalization of the capital stock of WRDCLogsys  or similar transaction;  provided further, however,
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


 


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.


 


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


 


5





















 


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.


 


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.


 


The proxy contained in this paragraph shall terminate when this
Agreement terminates as provided in Section 10.11 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 a 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.


 


6





















 


9.             Distributions In
Respect of Collateral.


 


9.1           Upon the occurrence and
during the continuance of an Event of Default and the exercise by Secured Party
of its rights under this Section 9, 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, 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           After the occurrence
and during the continuance of an Event of Default, 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, but
Secured Party shall account for and pay over to Pledgor any Distributions
remaining after full payment of such 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.


 


7





















 


10.4         Care of Collateral, Etc.  Secured Party shall exercise reasonable care
in the custody and preservation of the Collateral to the extent required by
law, and it shall be deemed to have exercised reasonable care if it takes such
action for that purpose as Pledgor shall reasonably request in writing; provided,
however, no omission to do any act not requested by such Pledgor shall,
by itself, be deemed a failure to exercise reasonable care and no omission to
comply with any requests by such Pledgor shall of itself be deemed a failure to
exercise reasonable care.


 


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 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         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.


 


10.8         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.


 


8





















 


10.9         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.


 


10.10       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
New York 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 NEW YORK.


 


10.11       Term.  This Agreement shall remain in force until
the earlier of: (a) the payment in full of the Debt 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 Debt, Secured Party shall take all steps
reasonably requested (but at Pledgor’s cost) by Pledgor to release its Security
Interest and Pledgor shall be discharged in full from any and all obligations under
this Agreement.


 


10.12       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.


 


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


 


10.14       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]


 


9





















 


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:

  
	
   

  	
   

  
	
   

  	
  THE GROUP

  
	
   

  
	
  Garcia J
  Hanson

  	
   

  	
   

  
	
   

  	
   

  
	
  Cardinal
  Estates Limited

  acting by Roy Wiliams

  	
   

  	
   

  
	
   

  	
   

  
	
  Roy Williams

  	
   

  	
   

  
	
   

  	
   

  
	
  Richard
  Harris

  	
   

  	
   

  
	
   

  	
   

  
	
  Pelican
  Capital Limited

  acting by

  	
   

  	
   

  
									



 


 


	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  c/o
  WRDCLogsys, First Floor

  
	
   

  	
  Ebor Court,
  Westgate, Leeds

  
	
   

  	
  LS1 4ND
  United Kingdom

  



 


10





















 


	
  WRDCLogsys

  Limited acting by

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
  WRDCLogsys
  Limited

  
	
   

  	
  First Floor,
  Ebor Court,

  
	
   

  	
  Westgate,
  Leeds

  
	
   

  	
  LS1 4ND
  United Kingdom

  
				



 


11





















 


ANNEX 1


 


IRREVOCABLE STOCK POWER


 


FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer unto The Group, Seven Million, Two Hundred and Ten Thousand Seven Hundred
and Thirteen (7,210,713) 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:

  	
  Garcia J
  Hanson

  
	
   

  	
  Title:

  	
  President

  



 


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