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                                                                  EXHIBIT 10.4.3


March 5, 2003

Gregory P. Gassman

Dear Greg:

                  RE:  AMENDMENT TO EMPLOYMENT AGREEMENT

We refer to the employment agreement (the "Agreement") dated March 12, 2001
between 724 Solutions Inc. ("724") and you, Gregory P. Gassman. 724 desires and
you have agreed to make certain amendments to the Agreement, on the terms and
conditions set forth in this letter agreement.

In consideration of the foregoing and the mutual agreements contained herein
(the receipt and adequacy of which are acknowledged), we and you agree as
follows:

     1.   Your current position with 724 is Senior Vice-President, World Wide
          Sales.

     2.   The second paragraph of the Agreement commencing with the words "Your
          starting base salary..." is hereby deleted and replaced with the
          following paragraph:

                   "Your compensation and benefits are set out on Schedule "A"."

     3.   The fourth paragraph of the Agreement commencing with the words "If
          you accept this offer..." is hereby deleted and replaced with the
          following:

         "TERMINATION

                  (a)      TERMINATION OF EMPLOYMENT. Neither 724 nor you makes
                           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 his
                                    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.


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                           (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 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.


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                  (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)      at any time prior to March 12, 2003, six (6)
                                    months and at any time thereafter, nine (9)
                                    months of your then current base salary; and

                           (ii)     the product of (A) at any time prior to
                                    March 12, 2003, six (6) and (B) at any time
                                    thereafter, nine (9) multiplied by your
                                    Average Monthly Bonus,

                           in each case, 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 in your compensation and
                                    benefits as set forth in Schedule "A"; or

                           (iii)    relocation, without your consent of your
                                    place of employment by more than fifty (50)
                                    miles;


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                           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, reporting relationship, responsibilities
                           or authority 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 his 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


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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.

                  (j)      REPAYMENT OF BONUSES AND OTHER ADVANCES. You agree to
                           permit 724 or its affiliates to deduct the amount of
                           any advanced bonuses or other monies advanced to you
                           during your employment and so designated as advanced
                           amounts, from any compensation due you under this
                           Section "Termination".

                  (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."

    4.   Schedule "A" to the Agreement is hereby amended effective on the
         date of this letter agreement by deleting the following first
         sentence of Section 1 of Schedule "A":

                  "Your Salary will be $150,000 per annum with a variable annual
                  compensation of $115,000 for target income of $265,000."

         and replacing it with the following sentence:

                  "Your salary will be USD $190,000 per annum. You shall be
                  eligible to participate in an annual incentive bonus program,
                  on such terms as may be determined by 724 Solutions in its
                  discretion from time to time."

On and after this date, each reference in the Agreement to "this agreement"
shall mean and be a reference to the Agreement as amended by this letter
agreement. Except as specifically amended by this letter agreement, the
Agreement shall remain in full force and effect and is hereby ratified and
confirmed.

This letter agreement shall be governed by and interpreted and enforced in
accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein.

Please sign and date this letter in the space provided below to confirm the
mutual agreements set forth above.


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Yours very truly,

724 SOLUTIONS INC.


By:       /s/ Glenn Barrett
          ----------------------------------------------
          Name: Glenn Barrett




ACCEPTED AND AGREED.


          /s/ Gregory P. Gassman
          ----------------------------------------------
          Gregory P. Gassman



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                                    AGREEMENT


                                                                  March 12, 2001


Dear Greg:

It is my pleasure to offer you employment with 724 Solutions in the salaried
exempt position of Regional Vice President - Western Region, reporting to George
Schulze, Vice President - Americas Sales. The first date of employment will be
April 9, 2001. If for some reason you are unable to start work on April 9th or
sooner, then it is understood that this offer will be automatically withdrawn,
and 724 Solutions will be under no obligation to engage your services. It is a
condition of your employment that you sign and execute a copy of this agreement
and all accompanying documentation and return it to us by April 4th, after which
time this offer will terminate.

Your starting base salary will $150,000 USD per annum with a variable annual
compensation of $115,000 USD for a target income of $265,000 USD. Your
commission structure will be tied to sales revenue achievement and will be paid
on a quarterly basis. 724 Solutions will extend a non-recoverable draw to you in
the amount of $9,583 per month for the first three months of your employment.
You will receive a recoverable draw in the amount of $9,583 per month for the
following three months of your employment. Any commissions you earn after the
initial three-month period of employment will be applied to your draw until you
have exceeded the recoverable draw amount of $28,749, at which point you will be
paid at the appropriate commission level. You will also be entitled to a signing
bonus of $20,000. Should you voluntarily terminate your employment prior to 90
days of service with 724 Solutions, you will be required to repay your signing
bonus. Subject to approval of the Board of Directors, you will be offered
options for 20,000 shares of 724 Solutions stock.

Upon your beginning full-time employment with 724 Solutions you will also be
eligible to participate in the Company's 401(k), medical and dental insurance
plans, as well as its group life, short-term 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.

If you accept this offer, your employment with 724 Solutions will be on an "at
will" basis, which means that it is not for any specified period of time, and
can be terminated by you or by 724 Solutions for no particular reason or cause,
and without any advance notice. Although your job duties, title and/or
compensation may change from time to time over the course of your employment by
724 Solutions, and your benefits and the Company's personnel policies may also
change from time to time, the "at will" nature of your employment may not be
changed except by a written undertaking signed by the Company's President.

This letter constitutes the terms and conditions of your employment with 724
Solutions, and supersedes and replaces any previous offers, oral or written.
This offer is contingent on your


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signing agreements related to Confidential Information and Assignment of
Inventions to 724 Solutions prior to beginning employment. It is also contingent
on your providing us with documentation of U.S. citizenship or authorized alien
work status prior to beginning employment.

If you are in agreement with the terms of this letter, please indicate such
agreement by signing in the space provided below. You should retain a copy of
this letter for your files.

I am looking forward to your joining 724 Solutions, and hope that you are as
excited about the Company's prospects as I am. If you have any questions
regarding this letter or any other matter, please feel free to contact me at any
time.

Sincerely,



Debbie Rourke
Vice President, Human Resources


I accept the offer of employment as described herein.


GREG GASSMAN
-------------------------
Printed Name


/S/ GREG GASSMAN                               3/30/2001
-------------------------                      ---------------
Signature                                      Date



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                                  SCHEDULE "A"

                          COMPENSATION AND BENEFITS OF
                                  GREG GASSMAN

1.       SALARY. Your salary will be $150,000 per annum with a variable annual
         compensation of $115,000 for a target income of $265,000. 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 3 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 1.25
         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 Solutions may from time to
         time approve, having regard to the operations of 724 Solutions. 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 maintained
         from time to time by 724 Solutions for the benefit of 724 Solutions'
         employees, including, but not limited to, those pertaining to group
         life, accident, dental, prescription, sickness and medical, short-term
         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 Solutions in its
         sole discretion.

4.       OPTIONS TO PURCHASE SHARES.

         Subject to you and 724 Solutions entering into 724 Solutions'
         standard Option Agreement, 724 Solutions hereby grants to you:

         (a)      the option to purchase 5,000 common shares of 724 Solutions
                  (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
                  Solutions), which option vests on and continues from the first
                  anniversary of your employment; and

         (b)      the option to purchase an additional 5,000 common shares of
                  724 Solutions (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 Solutions), which option vests on and
                  continues from the second anniversary of your employment; and

         (c)      the option to purchase an additional 5,000 common shares of
                  724 Solutions (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 Solutions), which option vests on and
                  continues from the third anniversary of your employment.


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         (d)      the option to purchase an additional 5,000 common shares of
                  724 Solutions (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 Solutions), which option vests on and
                  continues from the fourth 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.


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                               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,


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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. Section 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


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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 one (1) year 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 one (1)
year 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


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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.

For a period of one (1) year 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, solicit contact, call upon, communicate with, or attempt to communicate
with, any Customer of the Company.

         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 and 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.


                                       4

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         14. GENERAL PROVISIONS.

                14.1 GOVERNING LAW. This Agreement will be governed by and
construed according to the laws of the State of Texas 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 inure 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


                                       5

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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.


                                       6


<Page>


                  This Agreement shall be effective as of the first day of my
employment with the Company, namely April 9, 2001.

                  I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO
INVENTIONS [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]



                                       7


<Page>


                  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:  MARCH 30, 2001                          /S/ GREG GASSMAN
        -------------------------------         --------------------------------
                                                Signature

                                                GREG GASSMAN
                                                --------------------------------
                                                Name of Employee