EXHIBIT 10.2.7






	
  
October 7,   2004
  
	
  
 
  
	
  
 
  
	
  
Michael E.   Luna
  
	
  
6009 Ames   Lake Road
  
	
  
Carnation,   WA, 98014
  
	
  
 
  
	
  
 
  
	
  
Dear   Michael:
  




It is our pleasure to offer you employment with 724 Solutions Inc. (“724” or “724 Solutions”) in the position of Chief Technology Officer.  This position reports to the Chief Executive Officer. Your first date of employment will be October 25, 2004.  The other principal terms of your employment are set out on the attached Schedule “A”.


This letter (including all attached Schedules) constitutes the terms and conditions of your employment with 724, and supersedes and replaces any previous offers, oral or written. This offer is contingent on you signing agreements related to Confidential Information and Assignment of Inventions to 724 in the attached form prior to beginning employment. It is also contingent on you providing us with documentation of U.S. citizenship or authorized alien work status prior to beginning employment.


Please note that, as a condition of your employment, you are required to sign and execute a copy of this agreement and all accompanying documentation and return it to us by October 7th, 2004.  If you are in agreement with the terms of this letter, please indicate such agreement by signing in the space provided. We have included a second copy of the letter for your files.


We are looking forward to you joining 724.  If you have any questions regarding this letter or any other matter, please feel free to contact me at any time.

	
  
Yours truly,
  
	
  
 
  
	
  
 
  
	
  
John J Sims
  
	
  
Chief   Executive Officer
  











I accept the offer of employment as described herein.

	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  
Michael E.   Luna
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  


  	
  
 
  	
  


  	
  
 
  
	
  Signature
  	
  
 
  	
  
Date
  	
  
 
  











Schedule “A”


COMPENSATION AND BENEFITS OF
 Michael E. Luna

	
  
1.
  	
  
Salary. Your salary will be $220,000 USD per annum   and your variable annual compensation will be $110,000 USD, for a target   income of $330,000 USD. You acknowledge and agree that in the event you are   eligible to earn any variable pay or bonus payments, only such variable pay   or bonus payments actually earned by you as of the date your employment   ceases shall be paid to you.
  
	
  
 
  	
  
 
  
	
  
2.
  	
  
Vacation.    You will be entitled to a vacation of 4 weeks in   each full calendar year.  Your   vacation for the remainder of the calendar year in which your employment   commences shall be pro-rated at the rate of 1.67 days per month of   employment.  If your employment   commences after the 15th of the month, no vacation days will be earned for   that month.  Your vacations shall be   taken at such time as 724 may from time to time approve, having regard to the   operations of 724.  A maximum of 5   unused vacation days may be carried forward into the next calendar year.
  
	
   
  	
  
 
  
	
  
3.
  	
  
Benefits.    You   will be eligible to participate in any plans generally maintained from time   to time by 724 for the benefit of 724’ employees, including, but not limited   to, those pertaining to group life, accident, dental, prescription, sickness   and medical, and long term disability insurance on the same terms and   conditions as other employees holding similar positions, provided that   premiums for such coverages are reasonable, as determined by 724 in its sole   discretion.  Upon your beginning   full-time employment with 724 you will also be eligible to participate in the   company’s 401(k), medical and dental insurance plans, as well as its group   life and long-term disability plans on the same terms and conditions as other   employees holding similar positions. Your share of premiums under these   plans, if any, can be deducted automatically from your paycheck on a pre-tax   basis.
  
	
  
 
  	
  
 
  
	
  
4.
  	
  
Options to Purchase Shares.  Subject to approval of the Board of   Directors, 724 hereby grants to you:
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
the option   to purchase 18,750 common shares of 724 (or the group of companies that forms   724 Solutions), at their Market Price (as defined in the Stock Option Plan)   on the date of the grant (your first day of employment with 724), which   option vests on and continues from the first anniversary of your employment;   and
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
the option   to purchase an additional 18,750common shares of 724 (or the group of   companies that forms 724), at their Market Price (as defined in the Stock   Option Plan) on the date of the grant (your first day of employment with   724), which option vests on and continues from the second anniversary of your   employment; and
  










	
  
 
  	
  
(c)
  	
  
the option   to purchase an additional 18,750 common shares of 724 (or the group of   companies that forms 724), at their Market Price (as defined in the Stock   Option Plan) on the date of the grant (your first day of employment with   724), which option vests on and continues from the third anniversary of your   employment; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(d)
  	
  
the option   to purchase an additional 18,750 common shares of 724 (or the group of   companies that forms 724), at their Market Price (as defined in the Stock   Option Plan) on the date of the grant (your first day of employment with   724), which option vests on and continues from the forth anniversary of your   employment.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
This   statement of Compensation and Benefits supersedes all other prior and   contemporaneous agreements and statements, whether written or oral, express   or implied pertaining in any manner to your compensation and benefits, and it   may not be contradicted by evidence of any prior or contemporaneous   statements or agreements.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
6.  
  	
  
Termination.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(a)
  	
  
Termination   of Employment.   Neither 724 nor you make any representation to the other that employment will   continue for a set period of time or that employment will be terminated only   under particular circumstances.  Both   724 and you may terminate your employment at any time or for any reason,   subject to the provisions of this agreement.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Termination Obligations.  You agree as follows:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(i)
  	
  
All   property, including, without limitation, all equipment, tangible proprietary   information (including confidential data), documents, books, records,   reports, notes, contracts, lists, computer disks (and other   computer-generated files and data), and copies thereof, created on any medium   and furnished to, obtained by, or prepared by you in the course of or   incident to your employment, belongs to 724 or its affiliates and shall be   returned promptly to 724 upon termination of your employment by either 724,   for any reason (and whether for Cause or not), or you.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(ii)
  	
  
All benefits   to which you are otherwise entitled shall cease upon your termination for any   reason (and whether for Cause or not), unless explicitly continued either   under this agreement, under any specific written policy or benefit plan of   724 or its affiliates, or as may be required by statute.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(iii)
  	
  
Upon   termination of employment for any reason (and whether for Cause or not) under   this agreement, you shall be deemed to have resigned from all offices and   directorships then held with 724 or any
  










	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
subsidiary.  You shall sign any document or do such   things that are reasonably required by 724 to give effect to any such   resignation.  Should you fail to do   so, any director of 724 is hereby irrevocably authorized in your name and on   his or her behalf to sign any document or do any thing that is required to   give effect thereto.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(iv)
  	
  
Your   obligations under this section    “Termination” shall survive the termination of this agreement and the   termination of employment for any reason (and whether for Cause or not).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
(v)
  	
  
Following   any voluntary termination of employment or termination for Good Reason by   you, you shall, where reasonably requested by 724, reasonably cooperate with   724 for a reasonable period of time after such termination of employment in   the orderly transition of duties and work assignments to other employees of   724 and its affiliates, provided that 724 continues to pay you compensation   on a per diem basis, at a rate equal to your base salary in effect at your   date of termination, during any such reasonable period of time that your   cooperation is requested.  You shall   also reasonably cooperate, at 724’s expense, in the defense of any action   brought by any third party against 724 and its affiliates that relates in any   way to your acts or omissions while employed by 724 and its affiliates.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Termination   upon Death.  If you die during your employment, this   agreement shall automatically terminate.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
Termination upon Disability. If during your   employment, you shall become physically or mentally incapacitated and as a   result thereof you are unable to perform the essential functions of your   position with or without a reasonable accommodation, for a continuous period   of more than 120 days, then 724 and you specifically agree that this   agreement has been frustrated, and therefore 724 is entitled to terminate   your employment on one month’s notice or grant you one month’s salary in lieu   of notice.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
Termination of Employment Term Without Cause.   Subject to Section (g), 724 reserves the right to terminate your employment   without Cause at any time upon paying to the you a lump sum amount (the   “Severance Amount”) equal to the sum of the following:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
 
  	
  
(i)
  	
  
Nine (9)   months of your then current base salary; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
(ii)
  	
  
the product   of  nine (9) multiplied by your   Average Monthly Bonus
  










	
   
  	
  
 
  	
  
less   statutory deductions and withholdings, which amount the parties agree is   pay-in-lieu of reasonable notice. You agree to release 724 and its affiliates   from any action, cause of action, claim or demand against 724 or any other   person, which may arise as a consequence of such termination and to sign a   waiver and release to this effect in a form satisfactory to 724 as a condition   to receiving payment under this Section (e). For purposes of this agreement,   “Average Monthly Bonus” means an amount equal to the quotient obtained by   dividing the total amount of bonus earned by you in the twelve (12) months   immediately prior to the date of your termination by twelve (12).
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(f)
  	
  
Termination for Good Reason.  You may terminate your employment for Good   Reason at any time.  Upon such   termination for Good Reason, 724 shall pay you the Severance Amount.  You agrees to release 724 and its affiliates   from any action, cause of action, claim or demand against 724 or any other   person, which may arise as a consequence of such termination and to sign a   waiver and release to this effect in a form satisfactory to 724 as a   condition to receiving payment under this Section (f).  For purposes of this agreement, “Good   Reason” will exist at any time following the occurrence of one or more of the   following events without your written consent:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(i)
  	
  
subject to   Section (g), the assignment to you of any duties materially inconsistent with   your position, authority, duties or responsibilities pursuant to this   agreement or any other action by 724 that results in a material diminution in   such position, authority, duties or responsibilities;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(ii)
  	
  
a reduction   of greater than five percent in your total target income as set forth in   Schedule “A”; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
(iii)
  	
  
relocation,   without your consent of your place of employment by more than fifty (50)   miles; provided, however, that you shall not terminate your employment   hereunder unless you first give notice of your intention to terminate and the   grounds for such termination, and 724 has not, within thirty (30) days   following receipt of such notice, cured such Good Reason.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(g)
  	
  
Special Considerations on Change of Control.   Notwithstanding Section (e) and Section (f)(i), you acknowledge and agree   that if a Change of Control has occurred, and in connection with that Change   of Control, (i) the acquirer (or its affiliate) offers you employment or   continues your employment in a position that is, when taken as a whole,   comparable in all significant respects to your position, authority, duties   and responsibilities with 724 prior to such Change of Control (it being   understood that your title or reporting relationship may change as a result   of the Change of Control), and (ii) your employment is not terminated by the
  











	
  
 
  	
  
 
  	
  
acquirer (or   its affiliate) within twelve (12) months of the Change of Control, then 724   shall not be obligated to pay you the Severance Amount. For purposes of the   foregoing, “Change of Control” means any one person, corporation or other   entity acquires directly or indirectly (i) 50% or more of 724’s voting   securities, or (ii) all or substantially all of 724’s assets.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(h)
  	
  
Termination of Employment Term for Cause.   724 may at any time and without notice immediately terminate your employment   for Cause and you shall have no right to receive any compensation or benefit   hereunder (with the exception of compensation earned but unpaid as of the   termination date).  For purposes of   this agreement, “Cause” will exist at any time following the occurrence of   one or more of the following events:
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
(i)
  	
  
any willful   act of personal dishonesty, fraud or misrepresentation taken by you in   connection with your responsibilities as an employee which was intended to   result in your substantial gain or personal enrichment at the expense of  724 or its affiliates;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
(ii)
  	
  
your   conviction of a felony (other than driving-related offenses), or the   equivalent in a jurisdiction other than the United States, on account of any   act which was materially injurious to 724 or any of its affiliates, or the   reputation of 724 or any of its affiliates, as reasonably determined by the   Board of Directors of 724;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
(iii)
  	
  
your willful   and continued failure to substantially perform your principal duties and   obligations of employment (other than any such failure resulting from   incapacity due to physical or mental illness;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
provided,   that for purposes of this Section (g), no act or failure to act shall be   considered “willful” unless done or omitted to be done by you in bad faith   and without reasonable belief that the act or omission was in or not opposed   to the best interests of  724;   provided, further, that 724 shall not terminate your employment under clause   (iii) of this Section (g) unless 724 first gives notice of its intention to   terminate and the grounds for such termination, and you have not, within   thirty (30) days following receipt of such notice, cured such failure.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
(i)
  	
  
Voluntary Termination Period.  You may terminate this agreement upon   giving of 12 weeks’ prior notice to 724 (or such lesser period of time as the   parties may agree upon), in which case this agreement shall terminate at the   expiration of such 12 week period without any other notice or any payment of   salary or benefit plan contributions subsequent to the termination of this   agreement.
  










	
  
 
  	
  
(k)
  	
  
Treatment of Stock Options, Restricted Stock and Other Securities.  Notwithstanding any other provisions of   this agreement, upon any termination of you for any reason and whether for   Cause or not, any options, restricted stock or other securities held by you   but subject to vesting which is contingent upon continued employment with 724   or its affiliates shall be governed by the provisions of the applicable stock   plans and repurchase and award agreements.”
  
	
  
 
  	
  
 
  	
  
 
  
	
  
7.
  	
  
General. You agree that you   will, in the performance of your duties, promote the interest, business and   reputation of 724 and perform all such duties as are essential or conducive   to the efficient management of the company in accordance with its rules and   policies. Without limiting the foregoing, you agree to execute and abide by   724’s code of ethics, insider trading policy and other applicable company   policies.
  










Schedule “B”


724 Solutions Inc.


Confidentiality and Non-Compete Agreement


                    In consideration of my employment by 724 Solutions, Inc. (the “Company”), the Company’s promise to disclose to me confidential and proprietary information and trade secrets of the Company, the Company’s promise to provide me with immediate specialized training, and the compensation now and hereafter paid to me, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees with the Company as follows:


          1.       Recognition of Company’s Rights; Nondisclosure.   At all times during the term of my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon, or publish any of the Company’s Proprietary Information (defined below), except as such disclosure, use, or publication may be required in connection with my work for the Company, or unless the President or the Board of Directors of the Company expressly authorizes such in writing.  The term “Proprietary Information” shall mean trade secrets, confidential knowledge, data, or any other proprietary information of the Company and each of its subsidiaries or affiliated companies.  By way of illustration but not limitation, “Proprietary Information” includes (a) inventions, foreign and domestic patent rights,
copyrights, sui generis rights, trade secrets, mask work rights, ideas, processes, formulas, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques (hereinafter, such included Proprietary Information is collectively referred to as “Works”); (b) information regarding plans for research, development, new products and services, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and customers; and (c) information regarding the skills and compensation of other employees of the Company.  However, I shall not be obligated under this paragraph with respect to information I can document is or becomes readily publicly available without restriction through no fault of mine.


          2.       Third Party Information.  I understand, in addition, that the Company may from time to time receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.  During the term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose (to anyone other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an executive officer of the Company in writing.


          3.       Assignment of Works.  


                              (a)  Company shall own and I hereby assign to the Company all my right, title, and interest in and to any and all Works (and all Proprietary Rights with respect thereto), whether or not patentable or registrable under copyright or similar statutes, that were made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment with the Company to the fullest extent allowable by law, and I will promptly disclose such Works to Company.  If I use or disclose my own or any third party’s confidential information or intellectual property when acting within the scope of my employment or otherwise on behalf of Company, Company will have and I hereby grant Company a perpetual, irrevocable, worldwide royalty-free,
non-exclusive, sublicensable right and license to exploit and exercise all such confidential information and intellectual property rights.









                              (b)  I acknowledge that all original works of authorship that are made by me (solely or jointly with others) during the term of my employment with the Company and that are within the scope of my employment and protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. § 101).  Works assigned to the Company by this paragraph 3 are hereinafter referred to as “Company Works.”


                              (c)  To the extent allowable by law, Company Works includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” droit moral rights,” or the like (collectively “Moral Rights”).  To the extent I retain any such Moral Rights under applicable law, I hereby waive such Moral Rights and consent to any action with respect to such Moral Rights by or authorized by Company and specifically grant Company the right to alter such Company Works.  I will confirm any such waivers and consents from time to time as requested by Company. 


          4.       Enforcement of Proprietary Rights.  I will assist the Company in every proper way to obtain and from time to time enforce United States and foreign Proprietary Rights relating to Company Works in any and all countries.  To that end I will execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof.  In addition, I will execute, verify, and deliver assignments of such Proprietary rights to the Company or its designee.  My obligation to assist the Company with respect to Proprietary Rights relating to such Company Works in any and all countries shall continue beyond the termination of my employment, but the Company shall
compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance.


                     In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf to execute, verify, and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph thereon with the same legal force and effect as if executed by me.  I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, that I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.


          5.       Obligation to Keep Company Informed.  During the period of my employment, I will promptly disclose to the Company fully and in writing and will hold in trust for the sole right and benefit of the Company any and all Works.  In addition, I will disclose all patent applications filed by me during the three (3) years after termination of my employment with the Company.


          6.       Prior Inventions.  Inventions, if any, patented or unpatented, that I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement.  To preclude any possible uncertainty, I have set forth on Exhibit A attached hereto a complete list of all inventions that I have, alone or jointly with others, conceived, developed, or reduced to practice or caused to be conceived, developed, or reduced to practice prior to commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement.  If disclosure of any such invention on Exhibit A would cause me to violate any prior confidentiality agreement, I understand that I am not to list such inventions in Exhibit A but am to inform the Company that all
inventions have not been listed for that reason.









          7.        Other Activities; Non-Competition; Non-Solicitation.

	
  
 
  	
  
          (a)          During   the term of my employment with the Company, I will not, directly or   indirectly, participate in the ownership, management, operation, financing or   control of, or be employed by or consult for or otherwise render services to,   any person, corporation, firm, or other entity that competes in the State of   Texas, or in any other state in the United States, or in any country in the   world with the Company in the conduct of the business of the Company as   conducted or as proposed to be conducted, nor shall I engage in any other   activities that conflict with my obligations to the Company.
  
	
   
  	
  
 
  
	
  
 
  	
  
          (b)          In   consideration of the premises hereof and in further consideration of the   Company’s promise to disclose to me confidential and proprietary information   and trade secrets of the Company and the Company’s promise to provide me with   immediate specialized training, and the experience I will gain throughout my   employment with the Company, and for other good and valuable consideration,   the receipt and sufficiency of which is hereby acknowledged, I hereby agree   that for a period of six (6) months after the date that my employment with   the Company is terminated, for any reason, I will not, directly or   indirectly, (i) compete in the state of Texas, or in any other State of   the United States, or in any country in the world where the Company engages   in business, or proposes to engage in business, on the date of the
termination of my employment with the Company, or (ii) participate in   the ownership, management, operation, financing, or control of, or be employed   by or consult for or otherwise render services to, any person, corporation,   firm, or other entity that competes in the state of Texas, or in any other   State of the United States, or in any country in the world with the Company   in the conduct of the business of the Company as conducted and as proposed to   be conducted on the date of termination of my employment.  Notwithstanding the foregoing, I am   permitted to own up to 5% of any class of securities of any corporation that   is traded on a national securities exchange or through Nasdaq.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (c)          During   the term of my employment and for a period of six (6) months after my   employment with the Company is terminated for any reason, I will not,   directly or indirectly, individually or on behalf of any other person, firm,   partnership, corporation, or business entity of any type, hire, solicit,   assist or in any way encourage any current employee or consultant of the   Company or any subsidiary of the Company to terminate his or her employment   relationship or consulting relationship with the Company or subsidiary nor   will I hire or solicit the employment services of any former employee of the   Company or any subsidiary of the Company whose employment has been terminated   for less than six (6) months.
  



          8.        No Improper Use of Materials.  I understand that I shall not use the proprietary or confidential information or trade secrets of any former employer or any other person or entity in connection with my employment with the Company.  During my employment by the Company I will not improperly use or disclose any proprietary or confidential information or trade secrets, if any, of any former employer or any other person or entity to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person or entity to whom I have an obligation of confidentiality unless consented to in writing by that former employer, person, or entity.


          9.        No Conflicting Obligation.  I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement between me and any other employer, person or entity.  I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.









          10.        Return of Company Documents.  When I leave the employ of the Company, I will deliver to the Company all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Works, Third Party Information, or Proprietary Information of the Company.  I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.


          11.        Legal and Equitable Remedies. Because my services are personal and unique and because I will have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.


          12.        Authorization to Notify New Employer.  I hereby authorize the Company to notify my new employer about my rights and obligations under this Agreement following the termination of my employment with the Company.


          13.         Notices.  Any notices required or permitted hereunder shall be given to the appropriate party at the address specified in the Employment Agreement between me and the Company.  Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three days after the date of mailing.


          14.         General Provisions.


                              14.1     Governing Law.  This Agreement will be governed by and construed according to the laws of the State of New York without regard to conflicts of law principles.


                              14.2     Exclusive Forum.  I hereby irrevocably agree that the exclusive forum for any suit, action, or other proceeding arising out of or in any way related to this Agreement shall be in the state or federal courts in Texas, and I agree to the exclusive personal jurisdiction and venue of any court in Travis County, Texas.


                              14.3     Entire Agreement.  This Agreement sets forth the entire agreement and understanding between the Company and myself relating to the subject matter hereof and supercedes and merges all prior discussions between us.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged.  Any subsequent change or changes in my duties, salary, or compensation will not affect the validity or scope of this Agreement.  As used in this Agreement, the period of my employment includes any time during which I may be retained by the Company as a consultant.


                              14.4     Assignment. You acknowledge that 724 Solutions may assign this agreement and the benefits of your covenants and obligations under this agreement to any person who purchases all or substantially all the assets of 724 Solutions.  In addition, this agreement and the rights and obligations of 724 Solutions may be assigned at any time by 724 Solutions to an affiliate of 724 Solutions.  Subject to the forgoing, neither this agreement nor any rights or obligations hereunder shall be assignable by any party without the prior written consent of the other party.  Subject thereto, this agreement shall ensure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, legal personal
representatives, successors (including any successor by reason of amalgamation or statutory arrangement of any party) and permitted assigns.









                              14.5     Severability.


                               (a)  I acknowledge and agree that each agreement and covenant set forth herein constitutes a separate agreement independently supported by good and adequate consideration and that each such agreement shall be severable from the other provisions of this Agreement and shall survive this Agreement.


                               (b)  I understand and agree that Section 7 of this Agreement is to be enforced to the fullest extent permitted by law.  Accordingly, if a court of competent jurisdiction determines that the scope and/or operation of Section 7 is too broad to be enforced as written, the Company and I intend that the court should reform such provision to such narrower scope and/or operation as it determines to be enforceable, provided, however, that such reformation applies only with respect to the operation of such provision in the particular jurisdiction with respect to which such determination was made.  If, however, Section 7 is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then (i) such provision shall be fully
severable, (ii) this Agreement shall be construed and enforced as if such provision was never a part of this Agreement, and (iii) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance.


                              14.6     Successors and Assigns.


                     This Agreement will be binding upon my heirs, executors, administrators, and other legal representatives and will be for the benefit of the Company, its successors and assigns.


                              14.7     Survival.  The provisions of this Agreement shall survive the termination of my employment for any reason and the assignment of this Agreement by the Company to any successor in interest or other assignee.  I further understand and agree that the phrase “term of employment” contained herein shall include any period of time during which I am retained by the Company as a consultant and/or independent contractor.


                              14.8     Employment.  I agree and understand that my employment with the Company is at will, which means that either I or the Company may terminate the employment relationship at any time, with or without prior notice and with or without cause.  I further agree and understand that nothing in this Agreement shall confer any right with respect to continuation of employment by the Company, nor shall it interfere in any way with my right or the Company’s right to terminate my employment at any time, with or without cause.


                              14.9     Waiver.  No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach.  No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right.  The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.


                              14.10    Headings.  The headings to each section or paragraph of this Agreement are provided for convenience of reference only and shall have no legal effect in the interpretation of the terms hereof.  









                     This Agreement shall be effective as of the first day of my employment with the Company, namely:____________________, 20__.


                     I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE DURING MY EMPLOYMENT, RESTRICTS MY RIGHT TO DISCLOSE OR USE THE COMPANY’S PROPRIETARY INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT, AND PROHIBITS ME FROM COMPETING WITH THE COMPANY AND/OR FROM SOLICITING EMPLOYEES AND CUSTOMERS OF THE COMPANY FOR ONE (1) YEAR AFTER MY EMPLOYMENT WITH THE COMPANY IS TERMINATED FOR ANY REASON.


[Signature Page to Confidentiality and Non-Compete Agreement Follows]









                     I HAVE READ THIS CONFIDENTIALITY AND NON-COMPETE AGREEMENT  CAREFULLY AND UNDERSTAND ITS TERMS.  I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.

	
  
Dated:   ___________________ 20___.
  	
  
 
  	
  


  
	
   
  	
  
 
  	
  
Signature
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Michael E.   Luna
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Address
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
ACCEPTED AND   AGREED TO:
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  


  	
  
 
  	
  
 
  
	
  
John Sims
  	
  
 
  	
  
 
  
	
  
Chief   Executive Officer
  	
  
 
  	
  
 
  











EXHIBIT A


_________________________________


_________________________________


Ladies and/or Gentlemen:


                   1.     The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by ___________________ (the “Company”) that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my employment by the Company that I desire to remove from the operation of the Company’s Confidentiality and Non-Compete Agreement.


_________ No inventions or improvements.


_________ See below:




_________ Additional sheets attached.


                   2.     I propose to bring to my employment the following materials and documents of a former employer:


_________ No materials or documents.


_________ See below:

	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Signature
  
	
   
  	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Date
  











INVENTION DISCLOSURE


Invention Disclosure #_________


Inventors:          1. _________________


                           2. _________________


                           3. _________________


Title of Invention: _______________________________________________________


Problem solved by invention: _______________________________________________


Invention Description: _____________________________________________________


Add additional signed, witnessed, and dated sheets and drawings if necessary.


Has this invention been disclosed outside of the Company? Yes____ No____


	
  
 
  	
  
 
  	
  
 
  
	
  
Inventor   Signature: _____________________________
  	
  
 
  	
  
Date:   _________________
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Witness   Signature: _____________________________
  	
  
 
  	
  
Date:   _________________