V.P. Sales - Consulting Contract

AUTHORISZOR


March 31, 2000


Mr. Frederick G. Sawin 20 Wildewood Drive Lynnfield, MA 01940


RE: V.P. SALES - CONSULTING CONTRACT


Dear Fred:


In accordance with our discussions, Authoriszor Inc. is pleased to offer you the following consulting contract to be VICE PRESIDENT - SALES FOR NORTH AMERICA. The terms of your contract are as follows:


START DATE: April 4, 2000


CONTRACT DURATION: 26 weeks (excludes one week in May for your
vacation)


CONTRACT EXPIRATION: September 29, 2000


WORK DAYS: 4 days per week (excluding civic & statutory
holidays, and to attend DeskNet Inc.'s quarterly
Board meetings


RATE: $1,500 per day


INVOICING: First day of each month


PAYMENT: Net 10 days


EXPENSES: Authoriszor will reimburse you for all business
related expenses, consistent with the company's
business practices. Monthly expense claims are to
be submitted on the last business day of each month.


BENEFITS: As an independent consultant, the company does not
provide you with any employee-related benefits and
you are responsible for making the appropriate tax
filing for these contract earnings.


INCENTIVE BONUS: Authoriszor agrees to provide you with an Incentive
Revenue Bonus, payable at the end of your contract,
equivalent to 3% of all North American sales that
are revenued during your contract term, or that are
booked during your contract and are revenued within
30 days after your contract has ended.


Fred Sawin March 31, 2000 Page 2


DUTIES: During this contract your duties, authority, and
responsibility will be consistent with the role and
obligations of a V.P. Sales (N.A.), which typically
includes the following:


- assist to define Authoriszor's product's
positioning, pricing, sales compensation plans,
...