AUTHORISZOR INC
EXHIBIT 10.2  FORM OF STOCK OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2  FORM OF STOCK OPTION AGREEMENT
<TEXT>

                      NON-QUALIFIED STOCK OPTION AGREEMENT
                             GRANTED PURSUANT TO THE
                    2000 OMNIBUS STOCK AND INCENTIVE PLAN FOR
                                AUTHORISZOR INC.

         THIS OPTION AGREEMENT (the  "Agreement") is entered into as of the Date
of Grant (as defined herein),  by and between  ____________ (the  "Participant")
and Authoriszor Inc. (the "Corporation").

                                    RECITALS

         WHEREAS,  the  Corporation's   wholly  owned  subsidiary,   Authoriszor
Holdings  Limited  ("AHL"),  has proposed to increase its ownership in WRDC Ltd.
("WRDC")  from  25.1% to 66.4% (on a fully  diluted  basis),  to  subscribe  for
additional  shares  of  capital  stock  of  WRDC  and  to  purchase  all  of the
outstanding capital stock of WRDC not already owned by AHL no later than January
1, 2002 pursuant to and upon the terms and conditions  contained in that certain
Stock  Purchase  Agreement and the  Subscription  Agreement  (collectively,  the
"Transaction Documents"), each dated as of May 4, 2001;

         WHEREAS, in consideration of the execution of the Transaction Documents
by the Corporation and AHL, the undersigned  holder of options ("WRDC  Options")
to purchase  shares of WRDC capital stock ("WRDC Shares") has agreed to exchange
the WRDC  Options  for options to purchase  shares of the  Corporation's  common
stock,  par value  $.01 per  share,  upon the terms and in  accordance  with the
conditions contained herein;

         WHEREAS, by execution of this Agreement, the Participant terminates any
and all rights such Participant has with respect to the WRDC Options to purchase
the WRDC Shares; and

         WHEREAS,  the  Corporation  has  adopted  the 2000  Omnibus  Stock  and
Incentive  Plan of  Authoriszor  Inc. (the  "Plan"),  which is  incorporated  by
reference  into and  forms a part of this  Agreement,  and the  Participant  has
elected in connection with the Transaction  Documents to receive a Non-Qualified
Stock Option under the Plan in exchange for the  termination of the WRDC Options
to purchase the WRDC Shares;

         NOW,  THEREFORE,  IT IS AGREED,  by and between the Corporation and the
Participant as follows:

         1.  Definitions.  Terms  otherwise  not defined  herein  shall have the
meaning ascribed to them in the

Plan.

         2. Terms of Award. Subject to Section 2(a) below, a Non-Qualified Stock
Option (the "Option") for a total of _______ shares  ("Shares") of common stock,
par  value  $0.01 per  share,  of the  Corporation,  is  hereby  granted  to the
Participant at the exercise price determined as provided in, and in all respects
subject to the terms,  definitions and provisions of, the Plan in  consideration
for the Participant's service to the Corporation and to provide incentive to the
Participant to continue service to the Corporation:

                  (a)  WRDC  Option   Cancellation.   The   Participant   hereby
         acknowledges  that all WRDC Options to purchase the WRDC Shares held by
         such  Participant  have been  terminated  and/or  cancelled  and are no
         longer in force or effect.

                  (b) Exercise  Price.  The "Exercise  Price" is $_____ for each
         Share.

                  (c) Date of Grant.  This  Option is  granted as of May 4, 2001
         (the "Date of Grant").


                  (d) Award and Exercise  Price.  This  Agreement  specifies the
         terms of the Option  granted to the  Participant to purchase the Shares
         at the  Exercise  Price  per share as set forth in  Section  2(b).  The
         Option is not intended to  constitute  an  "incentive  stock option" as
         that term is used in Code section 422.

                  (e) Date of Exercise.


                           (i) The Option  shall be  exercisable  in whole or in
                  part according to the provisions of the Plan at the time after
                  the Date of Grant.

                           (ii) Notwithstanding the foregoing provisions of this
                  Section 2, the Option shall become exercisable with respect to
                  all of the  Shares  (to the  extent  it is not then  otherwise
                  exercisable)   in  the   event   the   Corporation   issues  a
                  Cancellation  Notice (as defined in Section  3(b) hereof) with
                  respect to a transaction, and such transaction is consummated.

         3.       Expiration.


                  (a)  The   Option   shall   not  be   exercisable   after  the
         Corporation's  close of business on the last  business  day that occurs
         prior to the Expiration  Date. The "Expiration  Date" shall be earliest
         to occur of:

                           (i) the 10-year anniversary of the Date of Grant;

                           (ii) if the Participant's  Date of Termination occurs
                  by reason of death,  Disability  or  Retirement,  the one-year
                  anniversary of such Date of Termination;

                           (iii) if the Participant's Date of Termination occurs
                  by reason,  in whole or in material part,  for Cause,  on such
                  Date of Termination; or

                           (iv) if the Participant's  Date of Termination occurs
                  for reasons other than death, Disability, Cause or Retirement,
                  90 days after such Date of Termination.

                  (b) The  Corporation  in its sole  discretion  may,  by giving
         written notice (a  "Cancellation  Notice") to the Participant  prior to
         the  consummation  of any  of the  transactions  described  in  Section
         3(b)(i)  or  (ii)  below  cancel,   effective  upon  the  date  of  the
         consummation  of any  such  transactions,  all or any  portion  of this
         Option that remains  unexercised on such date. Such Cancellation Notice
         shall be given to the Participant a reasonable  period of time (but not
         less than 15 days) prior to the  effective  date of such  cancellation,
         and may be given either  before or after stock holder  approval of such
         transaction.

                           (i) the Corporation has a change of ownership of more
                  than  50% in a  single  transaction  or a  series  of  related
                  transactions; or

                           (ii) the sale,  exchange or other  disposition of all
                  or  substantially  all  of  the  property  and  assets  of the
                  Corporation to an unaffiliated third party.


         4. Method of Exercise.  This Option shall be  exercisable  by a written
notice delivered to the Corporation that shall:

                  (a) state the  election to exercise  the Option and the number
         of Shares in respect of which it is being exercised; and

                  (b) be signed by the person or persons  entitled  to  exercise
         the  Option  and,  if the  Option is being  exercised  by any person or
         persons  other  than  the   Participant,   be   accompanied  by  proof,
         satisfactory to the Corporation, of the right of such person or persons
         to exercise the Option.

         5. Payment.  The exercise price of any Shares  purchased  shall be paid
solely in cash,  by certified or cashier's  check,  by money order,  with Shares
owned by the Participant for at least six (6) months  (provided that at the time
of exercise the Committee in its sole  discretion does not prohibit the exercise
of Options through the delivery of already-owned  Shares) or by a combination of
the above;  provided,  however,  that the Committee in its sole  discretion  may
accept a  personal  check  in full or  partial  payment  of any  Shares.  If the
exercise price is paid in whole or in part with Shares,  the value of the Shares
surrendered  shall be their  Fair  Market  Value  on the  date  received  by the
Corporation.  Any Shares  delivered in  satisfaction  of all or a portion of the
exercise  price shall be  appropriately  endorsed for transfer and assignment to
the Corporation.

         6. Withholding.  The Participant  shall make satisfactory  arrangements
for the withholding of any amounts  necessary for withholding in accordance with
applicable Federal or state income tax laws.

         7.  Market  Stand-Off.  The  Participant  hereby  agrees  that,  if  so
requested  by the  Corporation  or any  representative  of the  underwriters  in
connection  with  any  registration  of the  offering  (the  "Offering")  of any
securities of the Corporation  under the Securities Act of 1933, as amended (the
"Securities  Act"),  the  Participant  shall not sell or otherwise  transfer any
Shares or other  securities  of the Company  during the 180-day  period (or such
other period as may be requested  in writing by the  managing  underwriter  with
respect to the Offering  and agreed to in writing by the  Company)  (the "Market
Standoff  Period")  following the effective date of a registration  statement of
the Company filed under the Securities Act. Such restriction shall apply only to
the first  registration  statement of the Company to become  effective under the
Securities Act after the effective date of the Plan that includes  securities to
be sold on  behalf  of the  Company  to the  public  in an  underwritten  public
offering  under  the  Securities  Act.  The  Company  may  impose  stop-transfer
instructions  with respect to securities  subject to the foregoing  restrictions
until the end of such Market Standoff Period.

         8. Issuance of Shares. No person shall be, or have any of the rights or
privileges  of, a  stockholder  of the  Corporation  with  respect to any of the
Shares  subject to an Option  unless and until  certificates  representing  such
Shares shall have been issued and  delivered  to such person.  As a condition of
any  issuance  of a  certificate  for  Shares,  the  Committee  may obtain  such
agreements  or  undertakings,  if any, as it may deem  necessary or advisable to
assure  compliance with any provision of the Plan, the agreement  evidencing the
Option or any law or regulation including, but not limited to, the following:

                  (a) A representation, warranty or agreement by the Participant
         to the  Corporation  at the time any Option is exercised that he or she
         is acquiring the Shares to be issued to him or her for  investment  and
         not with a view to, or for sale in connection with, the distribution of
         any such Shares; and

                  (b) A representation, warranty or agreement to be bound by any
         legends  that  are,  in the  opinion  of the  Committee,  necessary  or
         appropriate to comply with the provisions of any securities laws deemed
         by the Committee to be applicable to the issuance of the Shares and are
         endorsed upon the Share certificates.

         9.  Surrender  of Option.  Upon  exercise  of this  Option in part,  if
requested by the Corporation,  the Participant shall deliver this Option and any
other written  agreements  executed by the Corporation and the Participant  with
respect  to this  Option to the  Corporation  who shall  endorse  or cause to be
endorsed  thereon a notation of such  exercise and return all  agreements to the
Participant.

         10.  Transferability  of Option.  The Option is not transferable  other
than as  designated  by the  Participant  by will or by the laws of descent  and
distribution,  and during the  Participant's  life, may be exercised only by the
Participant.

         11.  Administration.  The Plan and this Option shall be administered by
the Committee as provided for and described in the Plan.

                                AUTHORISZOR INC.


                                By:
                                   --------------------------------------------
                                Name     Paul Ayres
                                Title:   Chief Executive Officer and President





<PAGE>


         Participant  acknowledges receipt of a copy of the Plan, and represents
that Participant is familiar with the terms and provisions  thereof,  and hereby
accepts  this  Option  subject  to all the  terms  and  provisions  of the Plan.
Participant  hereby  agrees  to  accept  as  binding,  conclusive  and final all
decisions or  interpretations of the Committee (as defined in the Plan) upon any
questions arising under the Plan.



                                   ---------------------------------------
                                   Participant



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