Authoriszor Limited
                                  Windsor House
                                  Cromwall Road

                                    Harrogate
                                 North Yorkshire

                                     HG1 2PW
                          Telephone No: 44 1423 630300

23rd September 1999


The Rt. Hon. Sir Malcolm Rifkind KCMG QC
Eskgrove House
Inveresk
East Lothian

EH21 7TD

Dear Sir Malcolm,

This  letter is to confirm  the  agreement  we have  reached  with regard to the
consulting agreement with Authoriszor Ltd.

1.   This agreement is between  yourself and Authoriszor  Ltd.,  though you will
     also be consulting for the parent company Authoriszor Inc.
2.   The initial term of the agreement is to be for 2 years,  after which either
     side can give 6 months notice.
3.   The consulting agreement will commence as of 1st October 1999.
4.   Your  retainer  will  be(pound)2,500  per month plus VAT.  You will also be
     granted a 3 year option to acquire 200,000  Authoriszor  Inc. common shares
     at US $1 per share.
5.   You will be expected to devote an average of approximately 2 days per month
     on Authoriszor's affairs. Your responsibilities would include:
a.   Helping the company with top level  introductions in government,  the armed
     forces, banks etc.
b.   Promoting   Authoriszor  and  its  software,  to  the  media  and  business
     community.  This would include business lunches/seminars where you would be
     one of the guest speakers.
c.   Helping in the search for a suitable person to act for Authoriszor  Inc. as
     non-executive Chairman.



If you could confirm that the above  accurately  reflects our agreement,  I will
instruct Jenkens and Gilchrist,  Authoriszor  Inc.'s American Attorneys to start
work on the option agreement.

                                                  Yours sincerely

                                                  Robert Jeffcock
                                             Director Authoriszor Ltd.
                                          CEO & Chairman Authoriszor Inc.