Exhibit 10.2.8


          THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this
          day of                                    , 2005, between 724 SOLUTIONS INC. (the “Corporation”) and [Insert Name of Director or Officer] (the “Indemnified Party”).


RECITALS:


The Board of Directors of the Corporation (the “Board”) and the Governance, Nomination, Human Resources and Compensation Committee of the Board have determined that the Corporation should act to assure the Indemnified Party of reasonable protection through indemnification against risks of claims and actions arising out of service to and activities on behalf of the Corporation and its subsidiaries, to the extent permitted by law.


NOW THEREFORE the parties agree as follows:

	
  
1.
  	
  
Indemnification.  The Corporation will indemnify and save   harmless the Indemnified Party to the fullest extent permitted by applicable   law:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
1.1
  	
  
from and   against all Expenses (as defined below) reasonably sustained or incurred by   the Indemnified Party in respect of any civil, criminal, administrative,   investigative or other Proceeding (as defined below), whether or not brought   by the Corporation, to which the Indemnified Party is made a party by reason   of being or having been a director or officer of the Corporation; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.2
  	
  
from and   against all Expenses reasonably sustained or incurred by the Indemnified   Party as a result of serving as a director or officer of the Corporation in   respect of any act, matter, deed or thing whatsoever made, done, committed,   permitted or acquiesced in by the Indemnified Party as a director or officer   of the Corporation, whether before or after the effective date of this   Agreement and whether or not related to a Proceeding brought by the   Corporation.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.3
  	
  
Except and   to the extent limited by applicable law, this indemnity will apply without   reduction regardless of whether the Indemnified Party committed any fault or   omitted to do anything that the Indemnified Party ought to have done.  The Corporation hereby agrees to indemnify   the Indemnified Party to the fullest extent permitted by law, even if such   indemnification is not specifically authorized by the other provisions of   this Agreement, the Corporation’s organizational documents or by statute.  In the event of any change after the date   of this Agreement in any applicable law, statute or rule that expands the   right of the Corporation to indemnify a member of its Board of Directors or   an officer, it is the intent of the parties hereto that the Indemnified Party   shall enjoy by this Agreement the greater benefits afforded by such   change.  In the event of any change   after the date of this Agreement in any applicable law,
statute or rule that   narrows the right of the Corporation to indemnify a member of its Board of   Directors or an officer, such change, to the extent not otherwise required by   such law, statute or rule to be applied to this Agreement, shall have no   effect on this Agreement or the parties’ rights and obligations hereunder   except as specifically limited by the terms hereof.
  










	
  
 
  	
  
1.4
  	
  
The   indemnification provided by this Agreement shall be in addition to and shall   not diminish any rights to which the Indemnified Party may be entitled under   the Corporation’s organizational documents, any agreement, any vote of   shareholders or disinterested directors, applicable law, or otherwise.  The indemnities in this Agreement also   apply to the Indemnified Party in respect of his or her service at the   Corporation’s request as (a) an officer or director of another corporation,   or (b) a similar role with another entity, including a partnership, trust,   joint venture or other unincorporated entity, in each case, whether or not a   subsidiary of the Corporation.  The   indemnification provided under this Agreement shall continue as to the   Indemnified Party for any action such Indemnified Party took or did not take   while serving in an indemnified capacity even though the Indemnified Party   may have ceased to serve in such
capacity.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.5
  	
  
Any other   provision herein to the contrary notwithstanding, the Corporation shall not   be obligated pursuant to the terms of this Agreement to indemnify the   Indemnified Party for expenses and the payment of profits arising from the   purchase and sale by the Indemnified Party of securities in violation of   Section 16(b) of the U.S. Securities Exchange Act of 1934, as amended, the   Securities Act (Ontario), or any similar successor statute.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
1.6
  	
  
The   Corporation and the Indemnified Party acknowledge that in certain instances,   the federal state or provincial laws of the U.S. or Canada, or applicable   public policy, may prohibit the Corporation from indemnifying its directors   under this Agreement or otherwise.    The Indemnified Party understands and acknowledges that the   Corporation has undertaken or may be required in the future to undertake with   the U.S. Securities and Exchange Commission to submit the question of   indemnification to a court in certain circumstances for a determination of   the Corporation’s rights under public policy to indemnify the Indemnified   Party.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Expenses”   means all costs, charges, damages, awards, settlements, liabilities, fines,   penalties, statutory obligations, professional fees and other expenses of   whatever nature or kind.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
“Proceeding”   will include a claim, demand, suit, proceeding, inquiry, hearing, discovery   or investigation, of whatever nature or kind, whether anticipated,   threatened, pending, commenced, continuing or completed, and any appeal or   appeals therefrom.
  
	
   
  	
  
 
  	
  
 
  
	
  
2.
  	
  
Presumptions/Knowledge.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.1
  	
  
For purposes   of any determination hereunder, the Indemnified Party will be deemed, subject   to compelling evidence to the contrary, to have acted in good faith and in   the best interests of the Corporation.    For purposes of this Agreement, the termination of any Proceeding by   judgment, order, settlement (whether with or without court approval) or   conviction, or upon a plea of nolo contendere, or its equivalent, shall not   create a presumption that the Indemnified Party did not meet any particular   standard of conduct or have any particular belief or that a court has   determined that indemnification is not permitted by applicable law.  In connection with any determination by   the Corporation or otherwise as to whether the Indemnified Party is entitled   to be indemnified hereunder, the burden of proof shall be on the Corporation   to establish that the Indemnified Party is not so entitled.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
2.2
  	
  
The   knowledge and/or actions, or failure to act, of any other director, officer,   agent or employee of the Corporation or any other entity will not be imputed   to the Indemnified Party for purposes of determining the right to   indemnification under this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
2.3
  	
  
The   Corporation will have the burden of establishing that any Expense it wishes   to challenge is not reasonable.
  




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3.
  	
  
Notice by Indemnified Party.  As soon as is practicable, upon the   Indemnified Party becoming aware of any Proceeding which may give rise to   indemnification under this Agreement, the Indemnified Party will give written   notice to the Corporation.  Failure to   give notice in a timely fashion will not disentitle the Indemnified Party to   any rights provided hereby.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
4.
  	
  
Investigation by Corporation.  The Corporation may conduct any   investigation it considers appropriate of any Proceeding of which it receives   notice under section 3, and will pay all costs of that   investigation.  The Indemnified Party   will, acting reasonably, co-operate fully with the investigation provided   that the Indemnified Party will not be required to provide assistance that   would materially prejudice his or her defense.  As compensation therefor, the Indemnified Party will be   compensated by the Corporation at the rate of $2,000 (U.S.) per day (or   partial day) plus reasonable out-of-pocket Expenses actually incurred,   provided that the Indemnified Party will not be entitled to the per diem if   he/she is employed as an officer of the Corporation when co-operation is   provided.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
5.
  	
  
Payment for Expenses of a Witness or Named   Party.    Notwithstanding any other provision of this Agreement, to the extent   that the Indemnified Party is, by reason of the fact that the Indemnified   Party is or was a director or officer of the Corporation or of another entity   at the Corporation’s request, a witness, participant or a named party in a   Proceeding, the Corporation will pay to the Indemnified Party all   out-of-pocket Expenses actually and reasonably incurred by the Indemnified   Party or on the Indemnified Party’s behalf in connection therewith.  As compensation therefor, the Indemnified   Party will also be compensated by the Corporation at the rate of $2,000   (U.S.) per day (or partial day) provided that the Indemnified Party will not   be entitled to the per diem if he/she is employed as an officer of the   Corporation when co-operation is sought.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
In   circumstances where the Indemnified Party is a named Party in a Proceeding,   the Indemnified Party will repay to the Corporation, all such per diem   compensation paid to him or her to the extent that it is determined, by a   court of competent jurisdiction, that the Indemnified Party is not entitled   to indemnification under this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
6.
  	
  
Expense Advances.  To the fullest extent permitted by   applicable law, the Corporation will, upon request by the Indemnified Party,   make advances (“Expense Advances”) to the Indemnified   Party of all Expenses incurred by the Indemnified Party for which the   Indemnified Party seeks indemnification under this Agreement before the final   disposition of the relevant Proceeding.    In connection with such requests, the Indemnified Party will provide   the Corporation with a written affirmation of the Indemnified Party’s good   faith belief that the Indemnified Party is legally entitled to   indemnification, along with sufficient particulars of the Expenses to be covered   by the proposed Expense Advance to enable the Corporation to make an   assessment of its reasonableness, and whether it is required by the terms of   this Agreement.  The Indemnified   Party’s entitlement to such Expense Advances will
include those Expenses   incurred in connection with any Proceeding by the Indemnified Party against   the Corporation seeking an adjudication or award pursuant to this   Agreement.  The Corporation will make   payment to the Indemnified Party within 20 days after the Corporation has   received the foregoing information from the Indemnified Party.  All Expenses for which indemnification is   sought must be reasonable.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
The   Indemnified Party will repay to the Corporation, all Expense Advances not   actually required, and all Expense Advances if and to the extent that it is   determined, by a court of competent jurisdiction, that the Indemnified Party   is not entitled to indemnification under this Agreement.
  




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7.
  	
  
Indemnification Payments.  With the exception of Expense Advances   which are governed by section 6, the Corporation will pay to the Indemnified   Party any amounts to which the Indemnified Party is entitled hereunder   promptly upon the Indemnified Party providing the Corporation with reasonable   details of the claim.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
8.
  	
  
Selection of Legal Counsel.  In the event the Corporation shall be   obligated hereunder to pay the Expenses in connection with a Proceeding, the   Corporation shall be entitled to assume the defense of such Proceeding, with   counsel approved by the Indemnified Party (which such approval shall not be   unreasonably withheld), upon the delivery to the Indemnified Party of written   notice of its election to do so.    After delivery of such notice, approval of such counsel by the   Indemnified Party and the retention of such counsel by the Corporation, the   Corporation will not be liable to the Indemnified Party under this Agreement   for any fees of counsel subsequently incurred by the Indemnified Party with   respect to the same Proceeding; provided that, (i) the Indemnified Party   shall have the right to employ the Indemnified Party’s counsel in any such   Proceeding at the Indemnified Party’s expense and (ii) if (A) the
employment   of counsel by the Indemnified Party has been previously authorized in writing   by the Corporation, (B) the Indemnified Party shall have reasonably concluded   that there is a conflict of interest between the Corporation and the   Indemnified Party in the conduct of any such defense, or (C) the Corporation   shall not continue to retain such counsel to defend such Proceedings, then   the fees and expenses of the Indemnified Party’s counsel shall be at the   expense of the Corporation.  However,   in no event will the Corporation be liable hereunder for the expenses of more   than one counsel representing the Indemnified Party.  The Corporation shall have the right to   conduct such defense as it sees fit in its sole discretion.  A conflict of interest will be deemed to   exist if the Indemnified Party reasonably believes that his or her legal   position or reputation could be adversely affected without independent   representation.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
9.
  	
  
Settlement.  The parties will act reasonably in   pursuing the settlement of any Proceeding.    The Corporation may not negotiate or effect a settlement of claims   against the Indemnified Party without the consent of the Indemnified Party,   acting reasonably.  The Indemnified   Party may negotiate and effect a settlement without the consent of the   Corporation, but the Corporation will not be liable for any settlement agreed   upon without its prior written consent.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
10.
  	
  
Directors’ & Officers’ Insurance.  The Corporation shall obtain and maintain   a directors’ and officers’ liability insurance policy that has been approved   by the Board.  The Corporation will   provide to the Indemnified Party a copy of each policy of insurance providing   the coverages contemplated by this section promptly after coverage is   obtained, and will promptly notify the Indemnified Party if the insurer   cancels, makes material changes to coverage or refuses to renew coverage (or   any part of the coverage).
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
11.
  	
  
Arbitration.  All disputes, disagreements, controversies   or claims arising out of or relating to this Agreement, including, without   limitation, with respect to its formation, execution, validity, application,   interpretation, performance, breach, termination or enforcement will be   determined by arbitration before a single arbitrator under the Arbitration   Act, 1991 (Ontario).
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
12.
  	
  
Tax Adjustment.  Should any payment made pursuant to this   Agreement, including the payment of insurance premiums or any payment made by   an insurer under an insurance policy, be deemed to constitute a taxable   benefit or otherwise be or become subject to any tax or levy, then the   Corporation will pay any amount necessary to ensure that the amount received   by or on behalf of the Indemnified Party, after the payment of or withholding   for tax, fully reimburses the Indemnified Party for the actual cost, expense   or liability incurred by or on behalf of the Indemnified Party.
  




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13.
  	
  
Cost of Living Adjustment.  The $2,000 (U.S.) per diem payable   pursuant to sections 4 and 5 will be adjusted to reflect changes from January   1, 2006 in the All-items Cost of Living Index for Toronto prepared by   Statistics Canada or any successor index or government agency.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
14.
  	
  
Subrogation.  In the event of payment under this   Agreement, the Corporation shall be subrogated to the extent of such payment   to all of the rights of recovery of Indemnified Party, who shall execute all   papers required and shall do everything that may be necessary to secure such   rights, including the execution of such documents necessary to enable the   Corporation effectively to bring suit to enforce such rights.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
15.
  	
  
Governing Law.  This Agreement will be governed by the   laws of [Ontario][New York].
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
16.
  	
  
Survival.  The obligations of the Corporation under   this Agreement will continue until the later of (a) six years after the   Indemnified Party ceases to be a director or officer of the Corporation or   any other entity in which he or she serves in a similar capacity at the   request of the Corporation and (b) one year after the final termination of   all Proceedings with respect to which the Indemnified Party is entitled to   claim indemnification hereunder.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
17.
  	
  
No Construction as Employment Agreement.  Nothing contained in this Agreement shall   be construed as giving the Indemnified Party any right to be retained in the   employ of the Corporation or any of its subsidiaries.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
18.
  	
  
Severability.  The provisions of this Agreement shall be   severable in the event that any of the provisions hereof (including, without   limitation, any provision within a single section, paragraph or sentence) are   held by a court of competent jurisdiction to be invalid, void or otherwise   unenforceable, and the remaining provisions shall remain enforceable to the   fullest extent permitted by law.    Furthermore, to the fullest extent possible, the provisions of this   Agreement (including, without limitation, each portion of this Agreement   containing any provision held to be invalid, void or otherwise unenforceable,   that is not itself invalid, void or unenforceable) shall be construed so as   to give effect to the intent manifested by the provision held invalid,   illegal or unenforceable.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
19.
  	
  
Successors and Assigns.  The Corporation shall require and cause   any successor (whether direct or indirect by purchase, merger, consolidation   or otherwise) to all, substantially all, or a substantial part, of the   business and/or assets of the Corporation, by written agreement in form and   substance satisfactory to the Indemnified Party, expressly to assume and   agree to perform this Agreement in the same manner and to the same extent   that the Corporation would be required to perform if no such succession had   taken place.  This Agreement shall   continue in effect with respect to any Proceeding or Expenses regardless of   whether the Indemnified Party continues to serve as a director, officer,   employee, agent, controlling person, or fiduciary of the Corporation or of   any other enterprise, including, without limitation, subsidiaries of the   Corporation, at the Corporation’s request.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
20.
  	
  
Binding Effect.  This Agreement shall be binding upon and   inure to the benefit of and be enforceable by the parties hereto and their   respective successors, assigns, including, without limitation, any direct or   indirect successor by purchase, merger, consolidation or otherwise to all or   substantially all of the business and/or assets of the Corporation, spouses,   heirs, and personal and legal representatives.
  




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21.
  	
  
Amendment and Termination.   Any term hereof may be amended (either generally or in a particular instance   and either retroactively or prospectively) only with the written consent of   the Corporation and the Indemnified Party.    Any amendment so effected shall be binding upon the Corporation, the   Indemnified Party and all of their respective successors and assigns whether   or not such person or entity entered into or approved such amendment or waiver.  The observance of any term hereof may be   waived by a party with respect to its own interests (either generally or in a   particular instance and either retroactively or prospectively) only with the   written consent of the party so waiving the observance of such term.  In no event shall such waiver of any   rights hereunder constitute the waiver of such rights in any future instance   unless the waiver so specifies in writing.
  




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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

	
   
  	
  
 
  	
  
724   SOLUTIONS INC.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
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Witness
  	
  
 
  	
  
 
  	
  
Name of Director or   Officer:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  Witness Name
  	
   
  	
   
  	
   
  



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