As filed with the Securities and Exchange Commission on January 10, 2000

                                                Registration No. 333-___________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                                AUTHORISZOR INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                        75-2661571
      (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                         Identification No.)

       8201 PRESTON ROAD, SUITE 600
              DALLAS, TEXAS                                        75225
(Address of principal executive offices)                         (Zip Code)
                             -----------------------

                           STOCK OPTION AGREEMENTS FOR
              DAVID CARMICHAEL, L. CLARK ARNOLD, ROBERT P. JEFFCOCK
                              AND ROBERT A. PEARCE
                            (Full title of the plan)
                             -----------------------

                                             Copy to:
DON BOX                                      MARK D. WIGDER, ESQ.
8201 PRESON ROAD, SUITE 600                  JENKENS & GILCHRIST,
DALLAS, TEXAS                                     A PROFESSIONAL CORPORATION
(Name and address of agent for service)      SUITE 3200
                                             1445 ROSS AVENUE
(214) 890-8065                               DALLAS, TEXAS   75202
(Telephone number, including area code,      (214) 855-4500
of agent for service)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE

=======================================================================================================================
<S>                              <C>                        <C>                        <C>                   <C>
                                                              PROPOSED                  PROPOSED
         TITLE OF                                              MAXIMUM                   MAXIMUM
        SECURITIES                   AMOUNT                   OFFERING                  AGGREGATE           AMOUNT OF
           TO BE                     TO BE                      PRICE                   OFFERING          REGISTRATION
        REGISTERED             REGISTERED (1)(2)          PER SHARE (3)(4)            PRICE (3)(4)           FEE (4)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01              350,000 SHARES              $1.00                      $350,000             $97.30
value per share
=======================================================================================================================
<FN>

(1)  THE  SECURITIES  TO BE  REGISTERED  INCLUDE AN AGGREGATE OF 350,000  SHARES
     RESERVED FOR ISSUANCE UNDER THOSE CERTAIN OPTION AGREEMENTS, BY AND BETWEEN
     THE COMPANY AND DAVID CARMICHAEL,  L. CLARK ARNOLD,  ROBERT P. JEFFCOCK AND
     ROBERT A. PEARCE (THE "PLAN").

(2)  PURSUANT  TO  RULE  416,  THIS  REGISTRATION  STATEMENT  ALSO  COVERS  SUCH
     ADDITIONAL  SHARES AS MAY  HEREINAFTER  BE  OFFERED  OR  ISSUED TO  PREVENT
     DILUTION RESULTING FROM STOCK SPLITS, STOCK DIVIDENDS, RECAPITALIZATIONS OR
     CERTAIN OTHER CAPITAL ADJUSTMENTS.

(3)  ESTIMATED SOLELY FOR PURPOSE OF CALCULATING THE REGISTRATION FEE.

(4)  CALCULATED  PURSUANT  TO RULE  457(C) AND (H).  ACCORDINGLY,  THE PRICE PER
     SHARE OF THE COMMON STOCK OFFERED  HEREUNDER  PURSUANT TO THE PLAN IS BASED
     ON 350,000  SHARES OF COMMON STOCK  RESERVED FOR ISSUANCE UNDER THE PLAN AT
     AN EXERCISE PRICE OF $1.00.

</FN>
</TABLE>

<PAGE>
                                     PART I

         Information specified in Part I of Form S-8 (Items 1 and 2) is included
in documents sent or given to Plan  participants  as specified by Rule 428(b)(1)
under the Securities Act of 1933.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Authoriszor Inc. (the "Company")  hereby  incorporates by reference in this
registration  statement the following documents  previously filed by the Company
with the Securities and Exchange Commission (the "Commission"):

          (1)  The  Company's  Annual  Report  on Form  10-KSB  filed  with  the
               Commission for the fiscal year ended December 31, 1998.

          (2)  The  Company's  Quarterly  Reports on Form  10-QSB for the fiscal
               quarters  ended March 31, 1999,  June 30, 1999 and  September 30,
               1999.

          (3)  The  Company's  Current  Reports  on Form 8-K filed on January 5,
               1999, June 9, 1999, August 6, 1999, as amended November 17, 1999,
               and December 15, 1999.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 .
         The Certificate of  Incorporation  of the Registrant  provides that the
Registrant shall, to the fullest extent permitted by law,  indemnify any and all
officers  and  directors  of the  Registrant,  and may,  to the  fullest  extent
permitted by law or to such lesser extent as is determined in the  discretion of
the Board of Directors of the Registrant,  indemnify and advance expenses to any
and all  other  persons  whom it shall  have the  power to  indemnify,  from and
against all expenses,  liabilities or other matters  arising out of their status
as such or their acts, omissions or services rendered in such capacities.

         The Registrant's  Certificate of Incorporation  limits the liability of
directors,  providing  that no director of the  Registrant  shall be  personally
liable to the Registrant or its  stockholders for monetary damages for breach of
fiduciary  duty as a director,  except for such  liability as is  expressly  not
subject to limitation under the Delaware General  Corporation  Laws, as the same
exists or may hereafter be amended to further limit or eliminate such liability.

         The  Certificate of  Incorporation  of the Registrant also provides the
Registrant the power to purchase and maintain  insurance on behalf of any person
who is or was a director, officer, employee or agent of the Registrant, or is or
was serving at the request of the Registrant as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against any liability  asserted  against him and incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
Registrant would have the power to indemnify him against such liability.

         The Registrant's  Certificate of  Incorporation  also provides that, in
addition to the other powers and authority conferred upon the Board of Directors
by statute or by its  Certificate  of  Incorporation,  the Board of Directors is
empowered to exercise all such powers and do all such things as may be exercised
or done by the  Registrant,  subject to the  provisions of the Delaware  General
Corporation  Laws, the Registrant's  Certificate of Incorporation and the Bylaws
adopted by the stockholders;  provided,  however,  that no Bylaws adopted by the
stockholders shall invalidate any prior act of the Board of Directors that would
have been valid if such Bylaws had not been adopted.

                                      II-2

<PAGE>



         The Registrant's Bylaws provide for indemnification as follows:

                                   "ARTICLE 7
                          INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, EMPLOYEES AND AGENTS

         Section 7.1.  Third-Party  Actions. The corporation shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason  of the fact that such  person is or was a
director or officer of the  corporation,  or is or was serving at the request of
the  corporation as a director or officer of another  corporation,  partnership,
joint  venture,  trust or other  enterprise,  against  all  expenses  (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.  The termination of
any action, suit or proceeding by judgment,  order, settlement,  conviction,  or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  and, with respect to any criminal action or proceeding,  that such
person had reasonable cause to believe that his or her conduct was unlawful.

         The corporation may indemnify any employee or agent of the corporation,
or any  employee  or agent  serving  at the  request  of the  corporation  as an
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  in the manner and to the extent that it shall  indemnify any
director or officer under this Section 7.1.

         Section 7.2.  Derivative  Actions.  The corporation shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against all expenses (including attorneys' fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  except that no  indemnification  shall be made with respect to any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable for negligence or misconduct in the  performance of such person's duty to
the  corporation  unless and only to the extent  that the Court of  Chancery  of
Delaware or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  of Delaware or such
other court shall deem proper.

         Section 7.3.  Determination  of  Indemnification.  Any  indemnification
under Section 7.1 or 7.2 of this Article 7 (unless  ordered by a court) shall be
made  by the  corporation  only  as  authorized  in  the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is  proper in the  circumstances  because  such  person  has met the  applicable
standard  of  conduct  set forth in Section  7.1 or 7.2 of this  Article 7. Such
determination  shall be made (i) by a majority vote of the directors who are not
parties to such action,  suit or proceeding,  even though less than a quorum, or
(ii) if  there  are no  such  directors,  or if such  directors  so  direct,  by
independent legal counsel in a written opinion, or (iii) by the stockholders.

         Section  7.4.  Right  to  Indemnification.  Notwithstanding  the  other
provisions of this Article 7, to the extent that a director,  officer,  employee
or agent of the  Corporation  has been  successful on the merits or otherwise in
defense of any action,  suit or proceeding  referred to in Section 7.1 or 7.2 of
this Article 7, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses  (including  attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         Section  7.5.  Advance of  Expenses.  Expenses  incurred in defending a
civil or criminal  action,  suit or proceeding may be paid by the corporation on
behalf  of a  director,  officer,  employee  or agent in  advance  of the  final
disposition  of such action,  suit or  proceeding  as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount unless it shall


                                      II-3

<PAGE>



ultimately be determined  that such person is entitled to be  indemnified by the
corporation as authorized in this Article 7.

         Section  7.6.   Indemnification  Not  Exclusive.   The  indemnification
provided by this Article 7 shall not be deemed  exclusive of any other rights to
which  any  person  seeking  indemnification  may be  entitled  under  any  law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action  in such  person's  official  capacity  and as to  action  in  another
capacity  while holding such office,  and shall  continue as to a person who has
ceased to be a  director,  officer,  employee  or agent  and shall  inure to the
benefit of the heirs, executors and administrators of such a person.

         Section  7.7.  Insurance.  The  corporation  may  purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity,  or arising out of
such  person's  status as such,  whether or not the  corporation  would have the
power to indemnify  such person against  liability  under the provisions of this
Article 7.

         Section 7.8. Definitions of Certain Terms. For purposes of this Article
7, references to "the corporation"  shall include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers,  employees  or agents,  so that any person who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article 7 with respect to the resulting or surviving corporation as such
person would have with respect to such  constituent  corporation if its separate
existence had continued.

         For purposes of this Article 7, references to "other enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan;  references
to "serving at the request of the  corporation"  shall  include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by such director,  officer,  employee or agent with respect
to an employee benefit plan, its participants,  or  beneficiaries;  and a person
who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants  and  beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best  interests of
the corporation" as referred to in this Article 7.

         Section 7.9. Liability of Directors.  Notwithstanding  any provision of
the  Certificate of  Incorporation  or any other provision  herein,  no director
shall be personally  liable to the  Corporation or any  stockholder for monetary
damages for breach of  fiduciary  duty as a  director,  except for any matter in
respect of which such  director  shall be liable under Section 174 of Title 8 of
the Delaware  Code  (relating to the Delaware  General  Corporation  Law) or any
amendment  thereto or successor  provision  thereto or shall be liable by reason
that, in addition to any and all other  requirements for such liability,  he (i)
shall have breached his duty of loyalty to the Corporation or its  stockholders,
(ii)  shall not have  acted in good  faith,  (iii)  shall have acted in a manner
involving intentional misconduct or a knowing violation of law or, in failing to
act, shall have acted in a manner involving intentional  misconduct or a knowing
violation of law or (iv) shall have derived an improper personal benefit."

         Pursuant  to the  provisions  of Section  145 of the  Delaware  General
Corporation  Law,  every  Delaware  corporation  has the power to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action by or in the right of the  corporation)  by reason of the fact that he or
she is or  was a  director,  officer,  employee  or  agent  of any  corporation,
partnership,  joint  venture,  trust or other  enterprise,  against  any and all
expenses,  judgments,  fines  and  amounts  paid in  settlement  and  reasonably
incurred in  connection  with such  action,  suit or  proceedings.  The power to
indemnify  applies only if such person acted in good faith and in a manner he or
she reasonably  believed to be in the best interest,  or not opposed to the best
interest,  of the  corporation  and  with  respect  to any  criminal  action  or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.


                                      II-4

<PAGE>



         The power to indemnify applies to actions brought by or in the right of
the  corporation  as well,  but only to the  extent of  defense  and  settlement
expenses and not to any  satisfaction  of a judgment or  settlement of the claim
itself,  and with the further limitation that in such actions no indemnification
shall  be made  in the  event  of any  adjudication  unless  the  court,  in its
discretion,  believes that in the light of all the circumstances indemnification
should apply.

         To the extent any of the  persons  referred  to in the two  immediately
preceding  paragraphs is  successful  in the defense of the actions  referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.  EXHIBITS.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.

         Exhibit        Description of Exhibit

          4.1  Option  Agreement,  dated  September  27, 1997, by and between L.
               Clark  Arnold  and the  Company  (incorporated  by  reference  to
               Exhibit 10.2 to the  Company's  Annual  Report on Form 10-KSB for
               the period ended December 31, 1997)

          4.2  Amendment Number One to Stock Option Agreement, dated as of April
               27, 1999, by and between L. Clark Arnold and the Company*

          4.3  Letter,  dated  January 6,  2000,  from the  Company to  L. Clark
               Arnold*

          4.4  Amended and Restated Stock Option Agreement, dated as of April 1,
               1999, by and between Robert P. Jeffcock and the Company*

          4.5  Letter,  dated  January  6,  2000,  from the Company to Robert P.
               Jeffcock*

          4.6  Option  Agreement,  dated February 2, 1998, by and between Robert
               A. Pearce and the Company  (incorporated  by reference to Exhibit
               10.4 to the Company's Annual Report on Form 10-KSB for the period
               ended December 31, 1997)

          4.7  Amendment Number One to Stock Option Agreement, dated as of April
               27, 1999, by and between Robert A. Pearce and the Company*

          4.8  Letter,  dated  January  6,  1999,  from the Company to Robert A.
               Pearce*

          4.9  Amended and Restated Stock Option Agreement, dated as of April 1,
               1999, by and between David Carmichael and the Company*

          4.10 Letter,  dated  January  6,  2000,   from  the  Company  to David
               Carmichael*

          5.1  Opinion of Jenkens & Gilchrist, A Professional Corporation*

          23.1 Consent  of  Jenkens  &  Gilchrist,  A  Professional  Corporation
               (included in opinion filed as Exhibit 5.1 hereto)

          23.2 Consent of Grant Thornton LLP (U.S.)*




                                      II-5

<PAGE>



          23.3 Consent of Grant Thornton LLP (U.K.)*

          24   Power  of  Attorney   (included   with  signature  page  of  this
               Registration Statement)

* filed herewith

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                    (i)  To include any prospectus  required by section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the Registration Statement;

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  Registration  Statement or any material  change to
                         such information in the Registration Statement;

                    Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the  information  required to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement.

                    (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                    (3)  To   remove   from   registration   by   means   of   a
                         post-effective  amendment any of the  securities  being
                         registered  which remain unsold at the  termination  of
                         the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act (and,  where  applicable,  each  filing of an employee  benefit  plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      II-6

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized, in London, England, on December 29, 1999:

                                           AUTHORISZOR INC.


                                           By:      /s/ Robert P. Jeffcock
                                                   -----------------------------
                                                   Robert P. Jeffcock, President


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:

<TABLE>
<CAPTION>

SIGNATURE                                   CAPACITY                                    DATE
---------                                   --------                                    ----
<S>                                         <C>                                         <C>
/s/ Robert P. Jeffcock                      President, Chief Executive Officer          December 29, 1999
------------------------------------        (Principal Executive Officer)
Robert P. Jeffcock


                                            Chairman                                    December ___, 1999
------------------------------------
Raymond Seitz


/s/ Don Box                                 Director and Assistant Secretary            December 29, 1999
------------------------------------
Don Box


/s/ Robert A. Pearce                        Director and Chief Financial Officer        December 20, 1999
------------------------------------        (Principal Financial Officer and
Robert A. Pearce                            Chief Accounting Officer)


/s/ James L. Jackson                        Director                                    December 30, 1999
------------------------------------
James L. Jackson


/s/ David R. Wray                           Director                                    December 30, 1999
------------------------------------
David R. Wray

</TABLE>



                                      II-7

<PAGE>


                                INDEX TO EXHIBITS

       Exhibit                          Description of Exhibit
       -------                          ---------------------

          4.2  Amendment Number One to Stock Option Agreement, dated as of April
               27, 1999, by and between L. Clark Arnold and the Company

          4.3  Letter,  dated  January 6, 2000,  from  the  Company  to L. Clark
               Arnold

          4.4  Amended and Restated Stock Option Agreement, dated as of April 1,
               1999, by and between Robert P. Jeffcock and the Company

          4.5  Letter,  dated  January 6, 2000, from  the  Company  to Robert P.
               Jeffcock

          4.7  Amendment Number One to Stock Option Agreement, dated as of April
               27, 1999, by and between Robert A. Pearce and the Company

          4.8  Letter,  dated  January 6, 2000, from  the  Company  to Robert A.
               Pearce

          4.9  Amended and Restated Stock Option Agreement, dated as of April 1,
               1999, by and between David Carmichael and the Company

          4.10 Letter,  dated   January 6, 2000,  from   the  Company  to  David
               Carmichael

          5.1  Opinion of Jenkens & Gilchrist, A Professional Corporation

          23.2 Consent of Grant Thornton LLP (U.S.)

          23.3 Consent of Grant Thornton LLP (U.K.)






                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR AUTHORISZOR INC.", "secsgml_size_bytes": 30919}]
{"company-data": {"conformed-name": "AUTHORISZOR INC", "cik": "0000850083", "assigned-sic": "7372", "irs-number": "752661571", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94335", "film-number": "504848"}, "business-address": {"street1": "8201 PRESTON RD", "street2": "SUITE 600", "city": "DALLAS", "state": "TX", "zip": "75225", "phone": "2148908065"}, "mail-address": {"street1": "1328 STARWOOD LANE", "city": "EVERGREEN", "state": "CO", "zip": "80439"}, "former-company": {"former-conformed-name": "TOUCAN GOLD CORP", "date-changed": "19960808"}}
As filed with the Securities and Exchange Commission on January 10, 2000

                                                Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                                AUTHORISZOR INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                        75-2661571
      (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                         Identification No.)

       8201 PRESTON ROAD, SUITE 600
              DALLAS, TEXAS                                        75225
(Address of principal executive offices)                         (Zip Code)
                             -----------------------

                           STOCK OPTION AGREEMENTS FOR
              DAVID CARMICHAEL, L. CLARK ARNOLD, ROBERT P. JEFFCOCK
                              AND ROBERT A. PEARCE
                            (Full title of the plan)
                             -----------------------

                                             Copy to:
DON BOX                                      MARK D. WIGDER, ESQ.
8201 PRESON ROAD, SUITE 600                  JENKENS & GILCHRIST,
DALLAS, TEXAS                                     A PROFESSIONAL CORPORATION
(Name and address of agent for service)      SUITE 3200
                                             1445 ROSS AVENUE
(214) 890-8065                               DALLAS, TEXAS   75202
(Telephone number, including area code,      (214) 855-4500
of agent for service)
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE

=======================================================================================================================
PROPOSED                  PROPOSED
         TITLE OF                                              MAXIMUM                   MAXIMUM
        SECURITIES                   AMOUNT                   OFFERING                  AGGREGATE           AMOUNT OF
           TO BE                     TO BE                      PRICE                   OFFERING          REGISTRATION
        REGISTERED             REGISTERED (1)(2)          PER SHARE (3)(4)            PRICE (3)(4)           FEE (4)
-----------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01              350,000 SHARES              $1.00                      $350,000             $97.30
value per share
=======================================================================================================================
(1)  THE  SECURITIES  TO BE  REGISTERED  INCLUDE AN AGGREGATE OF 350,000  SHARES
     RESERVED FOR ISSUANCE UNDER THOSE CERTAIN OPTION AGREEMENTS, BY AND BETWEEN
     THE COMPANY AND DAVID CARMICHAEL,  L. CLARK ARNOLD,  ROBERT P. JEFFCOCK AND
     ROBERT A. PEARCE (THE "PLAN").

(2)  PURSUANT  TO  RULE  416,  THIS  REGISTRATION  STATEMENT  ALSO  COVERS  SUCH
     ADDITIONAL  SHARES AS MAY  HEREINAFTER  BE  OFFERED  OR  ISSUED TO  PREVENT
     DILUTION RESULTING FROM STOCK SPLITS, STOCK DIVIDENDS, RECAPITALIZATIONS OR
     CERTAIN OTHER CAPITAL ADJUSTMENTS.

(3)  ESTIMATED SOLELY FOR PURPOSE OF CALCULATING THE REGISTRATION FEE.

(4)  CALCULATED  PURSUANT  TO RULE  457(C) AND (H).  ACCORDINGLY,  THE PRICE PER
     SHARE OF THE COMMON STOCK OFFERED  HEREUNDER  PURSUANT TO THE PLAN IS BASED
     ON 350,000  SHARES OF COMMON STOCK  RESERVED FOR ISSUANCE UNDER THE PLAN AT
     AN EXERCISE PRICE OF $1.00.
PART I

         Information specified in Part I of Form S-8 (Items 1 and 2) is included
in documents sent or given to Plan  participants  as specified by Rule 428(b)(1)
under the Securities Act of 1933.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     Authoriszor Inc. (the "Company")  hereby  incorporates by reference in this
registration  statement the following documents  previously filed by the Company
with the Securities and Exchange Commission (the "Commission"):

          (1)  The  Company's  Annual  Report  on Form  10-KSB  filed  with  the
               Commission for the fiscal year ended December 31, 1998.

          (2)  The  Company's  Quarterly  Reports on Form  10-QSB for the fiscal
               quarters  ended March 31, 1999,  June 30, 1999 and  September 30,
               1999.

          (3)  The  Company's  Current  Reports  on Form 8-K filed on January 5,
               1999, June 9, 1999, August 6, 1999, as amended November 17, 1999,
               and December 15, 1999.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 .
         The Certificate of  Incorporation  of the Registrant  provides that the
Registrant shall, to the fullest extent permitted by law,  indemnify any and all
officers  and  directors  of the  Registrant,  and may,  to the  fullest  extent
permitted by law or to such lesser extent as is determined in the  discretion of
the Board of Directors of the Registrant,  indemnify and advance expenses to any
and all  other  persons  whom it shall  have the  power to  indemnify,  from and
against all expenses,  liabilities or other matters  arising out of their status
as such or their acts, omissions or services rendered in such capacities.

         The Registrant's  Certificate of Incorporation  limits the liability of
directors,  providing  that no director of the  Registrant  shall be  personally
liable to the Registrant or its  stockholders for monetary damages for breach of
fiduciary  duty as a director,  except for such  liability as is  expressly  not
subject to limitation under the Delaware General  Corporation  Laws, as the same
exists or may hereafter be amended to further limit or eliminate such liability.

         The  Certificate of  Incorporation  of the Registrant also provides the
Registrant the power to purchase and maintain  insurance on behalf of any person
who is or was a director, officer, employee or agent of the Registrant, or is or
was serving at the request of the Registrant as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against any liability  asserted  against him and incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
Registrant would have the power to indemnify him against such liability.

         The Registrant's  Certificate of  Incorporation  also provides that, in
addition to the other powers and authority conferred upon the Board of Directors
by statute or by its  Certificate  of  Incorporation,  the Board of Directors is
empowered to exercise all such powers and do all such things as may be exercised
or done by the  Registrant,  subject to the  provisions of the Delaware  General
Corporation  Laws, the Registrant's  Certificate of Incorporation and the Bylaws
adopted by the stockholders;  provided,  however,  that no Bylaws adopted by the
stockholders shall invalidate any prior act of the Board of Directors that would
have been valid if such Bylaws had not been adopted.

                                      II-2
The Registrant's Bylaws provide for indemnification as follows:

                                   "ARTICLE 7
                          INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, EMPLOYEES AND AGENTS

         Section 7.1.  Third-Party  Actions. The corporation shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason  of the fact that such  person is or was a
director or officer of the  corporation,  or is or was serving at the request of
the  corporation as a director or officer of another  corporation,  partnership,
joint  venture,  trust or other  enterprise,  against  all  expenses  (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.  The termination of
any action, suit or proceeding by judgment,  order, settlement,  conviction,  or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  and, with respect to any criminal action or proceeding,  that such
person had reasonable cause to believe that his or her conduct was unlawful.

         The corporation may indemnify any employee or agent of the corporation,
or any  employee  or agent  serving  at the  request  of the  corporation  as an
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  in the manner and to the extent that it shall  indemnify any
director or officer under this Section 7.1.

         Section 7.2.  Derivative  Actions.  The corporation shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against all expenses (including attorneys' fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  except that no  indemnification  shall be made with respect to any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable for negligence or misconduct in the  performance of such person's duty to
the  corporation  unless and only to the extent  that the Court of  Chancery  of
Delaware or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  of Delaware or such
other court shall deem proper.

         Section 7.3.  Determination  of  Indemnification.  Any  indemnification
under Section 7.1 or 7.2 of this Article 7 (unless  ordered by a court) shall be
made  by the  corporation  only  as  authorized  in  the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is  proper in the  circumstances  because  such  person  has met the  applicable
standard  of  conduct  set forth in Section  7.1 or 7.2 of this  Article 7. Such
determination  shall be made (i) by a majority vote of the directors who are not
parties to such action,  suit or proceeding,  even though less than a quorum, or
(ii) if  there  are no  such  directors,  or if such  directors  so  direct,  by
independent legal counsel in a written opinion, or (iii) by the stockholders.

         Section  7.4.  Right  to  Indemnification.  Notwithstanding  the  other
provisions of this Article 7, to the extent that a director,  officer,  employee
or agent of the  Corporation  has been  successful on the merits or otherwise in
defense of any action,  suit or proceeding  referred to in Section 7.1 or 7.2 of
this Article 7, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses  (including  attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         Section  7.5.  Advance of  Expenses.  Expenses  incurred in defending a
civil or criminal  action,  suit or proceeding may be paid by the corporation on
behalf  of a  director,  officer,  employee  or agent in  advance  of the  final
disposition  of such action,  suit or  proceeding  as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount unless it shall

                                      II-3
ultimately be determined  that such person is entitled to be  indemnified by the
corporation as authorized in this Article 7.

         Section  7.6.   Indemnification  Not  Exclusive.   The  indemnification
provided by this Article 7 shall not be deemed  exclusive of any other rights to
which  any  person  seeking  indemnification  may be  entitled  under  any  law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action  in such  person's  official  capacity  and as to  action  in  another
capacity  while holding such office,  and shall  continue as to a person who has
ceased to be a  director,  officer,  employee  or agent  and shall  inure to the
benefit of the heirs, executors and administrators of such a person.

         Section  7.7.  Insurance.  The  corporation  may  purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity,  or arising out of
such  person's  status as such,  whether or not the  corporation  would have the
power to indemnify  such person against  liability  under the provisions of this
Article 7.

         Section 7.8. Definitions of Certain Terms. For purposes of this Article
7, references to "the corporation"  shall include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers,  employees  or agents,  so that any person who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article 7 with respect to the resulting or surviving corporation as such
person would have with respect to such  constituent  corporation if its separate
existence had continued.

         For purposes of this Article 7, references to "other enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan;  references
to "serving at the request of the  corporation"  shall  include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by such director,  officer,  employee or agent with respect
to an employee benefit plan, its participants,  or  beneficiaries;  and a person
who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants  and  beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best  interests of
the corporation" as referred to in this Article 7.

         Section 7.9. Liability of Directors.  Notwithstanding  any provision of
the  Certificate of  Incorporation  or any other provision  herein,  no director
shall be personally  liable to the  Corporation or any  stockholder for monetary
damages for breach of  fiduciary  duty as a  director,  except for any matter in
respect of which such  director  shall be liable under Section 174 of Title 8 of
the Delaware  Code  (relating to the Delaware  General  Corporation  Law) or any
amendment  thereto or successor  provision  thereto or shall be liable by reason
that, in addition to any and all other  requirements for such liability,  he (i)
shall have breached his duty of loyalty to the Corporation or its  stockholders,
(ii)  shall not have  acted in good  faith,  (iii)  shall have acted in a manner
involving intentional misconduct or a knowing violation of law or, in failing to
act, shall have acted in a manner involving intentional  misconduct or a knowing
violation of law or (iv) shall have derived an improper personal benefit."

         Pursuant  to the  provisions  of Section  145 of the  Delaware  General
Corporation  Law,  every  Delaware  corporation  has the power to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action by or in the right of the  corporation)  by reason of the fact that he or
she is or  was a  director,  officer,  employee  or  agent  of any  corporation,
partnership,  joint  venture,  trust or other  enterprise,  against  any and all
expenses,  judgments,  fines  and  amounts  paid in  settlement  and  reasonably
incurred in  connection  with such  action,  suit or  proceedings.  The power to
indemnify  applies only if such person acted in good faith and in a manner he or
she reasonably  believed to be in the best interest,  or not opposed to the best
interest,  of the  corporation  and  with  respect  to any  criminal  action  or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

                                      II-4
The power to indemnify applies to actions brought by or in the right of
the  corporation  as well,  but only to the  extent of  defense  and  settlement
expenses and not to any  satisfaction  of a judgment or  settlement of the claim
itself,  and with the further limitation that in such actions no indemnification
shall  be made  in the  event  of any  adjudication  unless  the  court,  in its
discretion,  believes that in the light of all the circumstances indemnification
should apply.

         To the extent any of the  persons  referred  to in the two  immediately
preceding  paragraphs is  successful  in the defense of the actions  referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.  EXHIBITS.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.

         Exhibit        Description of Exhibit

          4.1  Option  Agreement,  dated  September  27, 1997, by and between L.
               Clark  Arnold  and the  Company  (incorporated  by  reference  to
               Exhibit 10.2 to the  Company's  Annual  Report on Form 10-KSB for
               the period ended December 31, 1997)

          4.2  Amendment Number One to Stock Option Agreement, dated as of April
               27, 1999, by and between L. Clark Arnold and the Company*

          4.3  Letter,  dated  January 6,  2000,  from the  Company to  L. Clark
               Arnold*

          4.4  Amended and Restated Stock Option Agreement, dated as of April 1,
               1999, by and between Robert P. Jeffcock and the Company*

          4.5  Letter,  dated  January  6,  2000,  from the Company to Robert P.
               Jeffcock*

          4.6  Option  Agreement,  dated February 2, 1998, by and between Robert
               A. Pearce and the Company  (incorporated  by reference to Exhibit
               10.4 to the Company's Annual Report on Form 10-KSB for the period
               ended December 31, 1997)

          4.7  Amendment Number One to Stock Option Agreement, dated as of April
               27, 1999, by and between Robert A. Pearce and the Company*

          4.8  Letter,  dated  January  6,  1999,  from the Company to Robert A.
               Pearce*

          4.9  Amended and Restated Stock Option Agreement, dated as of April 1,
               1999, by and between David Carmichael and the Company*

          4.10 Letter,  dated  January  6,  2000,   from  the  Company  to David
               Carmichael*

          5.1  Opinion of Jenkens & Gilchrist, A Professional Corporation*

          23.1 Consent  of  Jenkens  &  Gilchrist,  A  Professional  Corporation
               (included in opinion filed as Exhibit 5.1 hereto)

          23.2 Consent of Grant Thornton LLP (U.S.)*

                                      II-5
23.3 Consent of Grant Thornton LLP (U.K.)*

          24   Power  of  Attorney   (included   with  signature  page  of  this
               Registration Statement)

* filed herewith

ITEM 9.  UNDERTAKINGS.

         (a) The undersigned registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this Registration
                    Statement:

                    (i)  To include any prospectus  required by section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the Registration Statement;

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  Registration  Statement or any material  change to
                         such information in the Registration Statement;

                    Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the  information  required to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
Registrant  pursuant  to Section  13 or  Section  15(d) of the 1934 Act that are
incorporated by reference in the Registration Statement.

                    (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                    (3)  To   remove   from   registration   by   means   of   a
                         post-effective  amendment any of the  securities  being
                         registered  which remain unsold at the  termination  of
                         the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
1934 Act (and,  where  applicable,  each  filing of an employee  benefit  plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-6
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned,  hereunto  duly
authorized, in London, England, on December 29, 1999:

                                           AUTHORISZOR INC.

                                           By:      /s/ Robert P. Jeffcock
                                                   -----------------------------
                                                   Robert P. Jeffcock, President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:
SIGNATURE                                   CAPACITY                                    DATE
---------                                   --------                                    ----
/s/ Robert P. Jeffcock                      President, Chief Executive Officer          December 29, 1999
------------------------------------        (Principal Executive Officer)
Robert P. Jeffcock

                                            Chairman                                    December ___, 1999
------------------------------------
Raymond Seitz

/s/ Don Box                                 Director and Assistant Secretary            December 29, 1999
------------------------------------
Don Box

/s/ Robert A. Pearce                        Director and Chief Financial Officer        December 20, 1999
------------------------------------        (Principal Financial Officer and
Robert A. Pearce                            Chief Accounting Officer)

/s/ James L. Jackson                        Director                                    December 30, 1999
------------------------------------
James L. Jackson

/s/ David R. Wray                           Director                                    December 30, 1999
------------------------------------
David R. Wray
II-7
INDEX TO EXHIBITS

       Exhibit                          Description of Exhibit
       -------                          ---------------------

          4.2  Amendment Number One to Stock Option Agreement, dated as of April
               27, 1999, by and between L. Clark Arnold and the Company

          4.3  Letter,  dated  January 6, 2000,  from  the  Company  to L. Clark
               Arnold

          4.4  Amended and Restated Stock Option Agreement, dated as of April 1,
               1999, by and between Robert P. Jeffcock and the Company

          4.5  Letter,  dated  January 6, 2000, from  the  Company  to Robert P.
               Jeffcock

          4.7  Amendment Number One to Stock Option Agreement, dated as of April
               27, 1999, by and between Robert A. Pearce and the Company

          4.8  Letter,  dated  January 6, 2000, from  the  Company  to Robert A.
               Pearce

          4.9  Amended and Restated Stock Option Agreement, dated as of April 1,
               1999, by and between David Carmichael and the Company

          4.10 Letter,  dated   January 6, 2000,  from   the  Company  to  David
               Carmichael

          5.1  Opinion of Jenkens & Gilchrist, A Professional Corporation

          23.2 Consent of Grant Thornton LLP (U.S.)

          23.3 Consent of Grant Thornton LLP (U.K.)

                                      II-8