<PAGE>
                                                                    EXHIBIT 10.2

****CERTAIN PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES AND EXCHANGE ACT
OF 1934.

                          LICENSED AFFILIATE AGREEMENT
         THIS AGREEMENT is made the ________ day of ____________, 2000

B E T W E E N:

                           724 SOLUTIONS (UK) LIMITED
                                  ("LICENSOR")
                                   -  AND  -
                                 CITIBANK, N.A.
                             ("CITIBANK AFFILIATE")

BACKGROUND:

1.  An Affiliate of Licensor has entered into a Master Technology License
    Agreement including Exhibits thereto (the "Master Agreement") with Citicorp
    Strategic Technology Corporation, ("Citibank") dated December 29, 1999
    pursuant to which Licensor has agreed to license or to direct one of its
    Affiliates offer to license the Licensed Technology and provide or arrange
    for the provision of other services to Citibank or Affiliates of Citibank
    that execute a Licensed Affiliate Agreement; and

2.  Citibank Affiliate is an Affiliate of Citibank which wishes to license the
    Licensed Technology.

IN CONSIDERATION of the promises, the mutual convenants contained herein and
other good and valuable consideration, (the receipt and sufficiency of which are
hereby acknowledged), the parties hereto agree as follows:

1.  DEFINITIONS.  In this Agreement, capitalized words not otherwise defined
    herein shall be given the meaning ascribed to them in the Master Agreement.

2.  STRUCTURE.  This Licensed Affiliate Agreement (and the Schedules attached
    hereto) is a separate agreement that exists between the Parties hereto, the
    terms of which consist exclusively of the terms and conditions of the Master
    Agreement specified therein as are applicable to Citibank Affiliates (other
    than those specifically excluded below, those additional or amending terms
    set forth below and the Schedules, if any, attached hereto). All references
    in the Master Agreement to Schedules attached to a Licensed Affiliate
    Agreement, if any, shall be interpreted as references to the Schedules
    attached to this Licensed Affiliate Agreement. In the event there is any
    inconsistency between the terms of the Licensed
<PAGE>
    Affiliate Agreement and the terms of the Master Agreement, the terms of this
    Licensed Affiliate Agreement shall prevail to the extent of any such
    inconsistency.

3.  LICENSED TECHNOLOGY

    a)  LICENSED MODULES:  Banking and Brokerage modules.

    b)  DELIVERY DATE FOR LICENSED TECHNOLOGY:  February 28, 2000.

    c)  DESIGNATED SITE:

          i) DESIGNATED SITE:  Singapore

         ii) The parties agree that the services supported by Licensed Modules
             may be provided to Customers of Licensee in Singapore, Hong Kong,
             Philippines, Australia, Taiwan, Korea, Thailand, Guam, Indonesia
             and to customers of Licensee's International Private Banking
             groups. The parties acknowledge and agree that the country rates
             for Malaysia, Thailand, Guam and Indonesia will be negotiated prior
             to implementing the Technology for those countries.

4.  TERM.  The Term of this Agreement shall start on the execution date hereof
    and shall terminate 24 months following the commencement of Phase 2 (as such
    term is defined in Schedule B) in Singapore, unless terminated earlier in
    accordance with Article VIII of the Master Agreement.

5.  LICENSE FEES.  The License Fees payable by Citibank Affiliate to Licensor
    shall be payable per User per month according to the following table:

<TABLE>
<CAPTION>
NUMBER OF USERS              INCREMENTAL LICENSE FEE
     FROM          UP TO       PER USER PER MONTH
---------------   --------   -----------------------
<S>               <C>        <C>
     ****           ****              ****
     ****           ****              ****
     ****           ****              ****
     Over           ****              ****
</TABLE>

[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF
1934.
<PAGE>
    The parties agree that the above rates are blended rates and are based on
the rates applicable to Designated Countries as set out in Schedule C. These
rates will be the most favourable rates provided to any Financial Institution,
for their retail customer base, in the countries designated on Schedule C, for
the banking and brokage modules delivered for Phase One and Two rollout as
described in Schedule B. A "User" is a Customer who shall have had access to the
Licensed Technology through a Licensed Channel at least two times in a
particular calendar month.

6.  LICENSE FEES FOR BANKING AND BROKERAGE.  If a User is registered to use both
    Licensed Modules, then the incremental License Fee attributable to such User
    pursuant to Section 5 shall be increased by 30%.

7.  PERMITS.  Licensor or its Affiliates shall be responsible at its sole
    expense for acquiring any governmental permits, licenses or approvals
    required to export the Licensed Modules to the Designated Site. Citibank
    Affiliate shall be responsible at its sole expense for acquiring any
    governmental permits, licenses or approvals required to import the Licensed
    Modules to the Designated Site and use the Licensed Modules in the
    Designated Countries. Each party shall provide reasonable assistance to the
    other to acquire any necessary governmental permits pursuant to this
    Section 7.

8.  MAINTENANCE FEES.  Maintenance Fees payable shall be equal to **** of
    License Fees payable pursuant to Section 5 and 6. Maintenance Fees shall
    be payable following the commencement of Phase 2, and shall include the
    resources listed in Schedule A hereto.

9.  CONSULTING SERVICES FEES.  Consulting Services are ****.
    Licensor will provide implementation and development efforts
    associated with Phases 0 and 1, for the Singapore implementation as set out
    in Schedule B, at no charge to Citibank N.A. Following the completion of
    Phase 1, Licensor will provide Citibank Affiliate with a statement of
    services setting out a proposed work plan for Phase 2 and/or such other
    projects as the parties may agree. Consulting Services shall not be provided
    by Licensor without the prior agreement of Citibank Affiliate. The parties
    will use commercially reasonable efforts in any Statement of Services to
    agree on major events milestones in relation to the implementation of the
    Services. The parties will at all times strictly adhere to the schedule of
    timings of the major events milestones, and no variation, modification or
    amendment thereof shall be made without the prior written agreement of both
    parties. The parties shall use commercially reasonable efforts to agree in
    Statements of Services on penalties and liquidated damages that may be due
    from either party to the other in the event that any major events milestones
    are not substantially achieved in the time agreed.

[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF
1934.
<PAGE>
10. PAYMENT OF FEES

    a)  LICENSE FEES.  Citibank Affiliate will pay the License Fees for each
       month quarterly as follows: (i) Citibank Affiliate will notify Licensor
       of the number of Users within 15 days of the end of each quarter;
       (ii) Licensor will invoice Citibank Affiliate based on the information
       provided by Citibank Affiliate, and (iii) Citibank Affiliate will pay
       Licensor's invoice pursuant to the payment terms of the Master Agreement.

    b)  MAINTENANCE FEES.  Citibank Affiliate will pay the Maintenance Fees in
       accordance with the same schedule for payment of the License Fees.

    c)  CONSULTING SERVICES FEES.  Fees for Consulting Services will be paid
       monthly with 45 days from receipt of the relevant invoices issued by
       Licensor.

11. ADDRESS FOR SERVICE.  The address for service of each of the parties is as
    follows:

<TABLE>
<CAPTION>

    <S>                                            <C>
    724 Solutions (UK) Limited                     Citibank, N.A.
    4101 Yonge Street                              1 Temasek Avenue
    Toronto, Ontario, Canada                       #33-01 Millenia Tower
    M2P 1N6                                        Singapore 039192
    Facsimile: +1 416 228 8199                     Facsimile: +65 328 3499
    Attention: Legal Counsel                       Attention: Stephen Bird
</TABLE>

    TO WITNESS their agreement, the Parties have duly executed this Agreement on
the date first written above.

<TABLE>
<CAPTION>

    <S>                              <C>
    724 SOLUTIONS (UK) LIMITED       CITIBANK, N.A.

    By:  /s/ M. Wallace              By:  /s/ Stephen Bird
    ------------------------------   ------------------------------
    Name: M. Wallace                 Name: Stephen Bird
    Title: EVP Field Operations      Title: Region Head - Operations
                                     & AF Technology

                                     By:  /s/ Stephen Bird
                                     ------------------------------
                                     Name: Stephen Bird
                                     Title: Region
</TABLE>
<PAGE>
                                   SCHEDULE A
                       RESOURCES PROVIDED BY THE PARTIES

Licensor and Citibank Affiliate will commit (or cause to be committed) the
following resources for the purpose of assisting the implementation of the
Licensed Technology by Citibank Affiliate:

Citibank Affiliate will assign **** to **** and the subsequent roll-outs to
other countries as per the schedule in Appendix I. Citibank Affiliate resources
for the following tasks will include the following:

    ****
    ****
    ****
    ****
    ****
    ****
    ****

Both parties will appoint a project team and publish a detailed project plan
with clear responsibilities, milestones, risks and mitigating factors.

Citibank Affiliate will assign a business contact point for ****.

Citibank Affiliate will integrate the business projections for ****, as per
Appendix I, with the overall business plans for that country to ensure an
ongoing focus on the achievement of these projections.

Citibank Affiliate and Licensor will form a joint Steering Committee with the
following as its members:

    ****
    ****
    ****
    ****
    ****
    ****

The Steering Committee will convene on a **** basis, at least until the
implementation of Phase I for Singapore, via teleconference to discuss and
review the progress of the project and recommend resolutions to potential
roadblocks (if any) to facilitate the achievement of the planned targets. The
frequency of this review may be modified by mutual consent following the
implementation of Phase I.

Following the implementation of Phase I, the Steering Committee would do a
periodic review of the MIS on penetration achieved as of review date against
projections and if significant

[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF
1934.
<PAGE>
divergence is observed, recommend appropriate marketing and usage promotion
actions to accelerate the take-up. When required, relevant Marketing and
Business Management Directors of the respective businesses would be roped in to
the Steering Committee reviews to get feedback on business action plans to
promote the take up rate for these services in that particular market.

For greater certainty, Licensor agrees to provide the resources listed in
Schedule C of the Master Agreement.
<PAGE>
                                   SCHEDULE B
                               DEPLOYMENT PHASES

Phase 0 -- ****

Phase 1 -- ****

Phase 2 -- ****

The parties shall work together to agree upon the detailed elements of each
Phase's implementation plan and required resources.

[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF
1934.
<PAGE>
                                   SCHEDULE C
                            DESIGNATED COUNTRY RATES

<TABLE>
<CAPTION>
COUNTRY                                     BANKING OR BROKERAGE   BANKING & BROKERAGE
-------                                     --------------------   -------------------
<S>                                         <C>                    <C>
Singapore                                           ****                  ****
Hong Kong                                           ****                  ****
Philippines                                         ****                  ****
Australia                                           ****                  ****
Taiwan                                              ****                  ****
Korea                                               ****                  ****
</TABLE>

[****] REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES AND EXCHANGE ACT OF
1934.