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                            SUPPORT AGREEMENT


          THIS AGREEMENT is made as of the 29th day of December, 1999,


AMONG:


                         724 SOLUTIONS INC., a corporation incorporated under
                         the laws of the Province of Ontario ("724 Solutions")

                         AND

                         724 SOLUTIONS INTERNATIONAL SRL, a corporation
                         incorporated under the laws of the Island of
                         Barbados, West Indies ("724SRL")

                         AND

                         CITICORP STRATEGIC TECHNOLOGY CORPORATION,
                         a corporation established under the laws of
                         Delaware ("Citicorp")




BACKGROUND:

1.   724 Solutions Corp. (the "Licensor"), an indirectly wholly-owned
     subsidiary of 724 Solutions, and Citicorp have entered into a master
     technology license agreement ("Master Agreement") of even date herewith.

2.   724 Solutions or its wholly-owned subsidiary 724 SRL own the 724
     Technology. 724 SRL as owner or licensee (from 724 Solutions) of the 724
     Technology, has granted the rights to the Licensor to enter into license
     arrangements concerning the 724 Technology.

3.   As an inducement to Citicorp to enter into, and in consideration of
     Citicorp's agreement to enter into, the Master Agreement, 724 Solutions
     and 724 SRL, have agreed to support the representations, warranties and
     covenants of the Licensor as set forth in the Master Agreement, subject
     to the restrictions and limitations therein set forth.

4.   All capitalized terms used herein and not otherwise defined have the
     meanings ascribed thereto in the Master Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants contained
herein and other good and valuable consideration (the receipt and sufficiency
which are hereby acknowledged), the parties hereto agree as follows:

1.   REPRESENTATIONS AND WARRANTIES. 724 Solutions and 724 SRL hereby jointly
     and severally represent and warrant to the Citicorp, subject to the
     limitations, restrictions according to


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     Sections 6.2, 6.3 and 6.4 of the Master Agreement, that the
     representations of the Licensor as set forth in Section 6.1 of the
     Master Agreement are accurate and complete.

2.   OBLIGATIONS. Subject to the limitations and restrictions expressly set
     forth in the Master Agreement, 724 Solutions and 724 SRL hereby (jointly
     and severally) irrevocably and unconditionally guarantee the full and
     timely performance by the Licensor of its obligations and covenants
     under the Master Agreement, and 724 Solutions and 724 SRL shall each be
     jointly and severally bound with the Licensor for the fulfillment of
     such obligations and covenants.

3.   INDEMNITY. 724 Solutions and 724 SRL hereby jointly and severally
     indemnify Citicorp from and against all losses, costs (including,
     without limitation, reasonable legal fees) and damages in respect of the
     Master Agreement caused by actions or omissions of the Licensor. 724
     Solutions and 724 SRL hereby waive any rights to require Citicorp to
     proceed against the Licensor or to pursue any other remedy whatsoever
     which may be available to Citicorp before proceeding against 724
     Solutions or 724 SRL. 724 Solutions and 724 SRL shall not be discharged
     or released from this guarantee or indemnity by any arrangement made
     between the Licensor and Citicorp or by any alteration or waiver of the
     obligations of the Licensor, whether or not the consent of 724 Solutions
     and/or 724 SRL to such arrangement, alteration or waiver is obtained.

4.   CORPORATE AUTHORITY. 724 Solutions and 724 SRL each represent and
     warrants to Citicorp that it has corporate authority and that all
     proceedings have been taken by it to make the above commitments and
     execution and delivery of this Support Agreement by it legal and valid
     and to constitute this agreement a binding obligation of 724 Solutions
     or 724 SRL (as the case may be) enforceable against it against its terms.

5.   GENERAL.

     (a)     No party may assign its rights under this Agreement without the
             prior written consent of the others.

     (b)     This Agreement may be executed and delivered to several
             counterparts.

     (c)     This Agreement shall be governed by the laws of the province of
             Ontario, and the parties hereby attorn to the jurisdiction of
             the courts of the province of Ontario.

             IN WITNESS WHEREOF the persons below have executed this
agreement on the date first written above.


                                       724 SOLUTIONS INC.

                                       Per:      /s/ Christopher Erickson
                                           -----------------------------------
                                           Name:   Christopher Erickson
                                           Title:  President

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                                       724 SOLUTIONS INTERNATIONAL SRL

                                       Per:      /s/ Christopher Erickson
                                           -----------------------------------
                                           Name:   Christopher Erickson
                                           Title:  President





                                       CITICORP STRATEGIC TECHNOLOGY
                                       CORPORATION

                                       Per:      /s/ Gordon D. Treco
                                           -----------------------------------
                                           Name:   Gordon D. Treco
                                           Title:  Vice President