**Exhibit 10.6.2**

**AMENDMENT NO. 1 TO****SPECIAL PROJECT ANNEX TO SUBCONTRACT AGREEMENT BETWEEN HEWLETT-PACKARD COMPANY AND 724 SOLUTIONS CORP. FOR NEXT GENERATION GATEWAY**

**          **This Amendment No. 1 (“Amendment 1”) to the Subcontract Agreement between Hewlett-Packard Company (“HP”) and 724 Solutions Corp. (“724”) for Next Generation Gateway Project (the “Subcontract Agreement”) is effective September __, 2002 (“Effective Date”).  Except as otherwise indicated, defined terms in this Amendment 1 have the same meaning as in the Subcontract AGreement.

**Background**

| A.     | HP and 724   entered into the Subcontract Agreement effective January 17, 2002.                                                                                                                                                                                                            |
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| B.     | HP and 724   agree to modify the Subcontract Agreement as set forth in this Amendment 1.                                                                                                                                                                                                   |
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|   | In   consideration of the promises and agreements contained in this Amendment 1,   the parties agree as follows:                                                                                                                                                                           |
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|   | **1.          Additional   Definitions.**  Add the following definitions to Section   1.0 of the Subcontract Agreement:                                                                                                             |
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|   | “NGG User”   means any individual with a unique Wireless Device (determined by a unique   mobile identification number) provisioned by Sprint PCS in the NGG System   Application Software in accordance with this SPA.                                                          |
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|   | “PTT” means   push-to-talk.                                                                                                                                                                                                                                                      |
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|   | “PTT   Application” means a Sprint PCS-specific Software application that HP will   develop in accordance with a Change Order No. 034 between the parties to   support the PTT Service.                                                                                          |
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|   | “PTT   Service” means a Sprint PCS 3G telecommunication service which allows Sprint   PCS customers with PTT capable Wireless Devices to establish buddy lists and   have calls with and among that customer’s buddy list without dialing a mobile   identification number. |

|   | “PTT User”   means a Sprint PCS customer with a PTT capable unique Wireless Device   (determined by a unique mobile identification number) who is provisioned by   Sprint PCS, using the PTT Application, in the NGG System Application Software   in accordance with the SPA for purposes of accessing the features of the PTT   Service only. |
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|   | “PTT User   License” means a license to use the NGG System Application Software on a per   PTT User basis.                                                                                                                                                                                                                                      |
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|   | **2.          Definition   Changes. **Delete the following definitions from   Section 1.0 of the Subcontract Agreement and replace them in their entirety   as follows:                                                                                                                            |
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|   | “Subscriber”   means (i) any NGG User and (ii) any PTT User.                                                                                                                                                                                                                                                                                    |
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|   | “Subscriber   Use License” means a license to use the NGG System Application Software on a   per NGG User basis.                                                                                                                                                                                                                                |
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|   | **3.          Support   Definitions.**    Delete the definition of “Outage” in Section 1.3.1 of Exhibit E to the   Subcontract Agreement and replace it with the following definition:                                                                                                   |
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|   |                                                                                                                                                                                                                                                                                                                                                      | **“*Outage*” --** A   detected failure of the NGG System on a Region-wide basis (excluding Planned   Downtime) that prevents all Sprint PCS customers within such Region from   establishing a connection to the World Wide Web or the PTT Service.  Destinations other than the World Wide Web   or PTT Service may be added to this definition upon mutual agreement of the   parties. Notwithstanding anything to the contrary, only Outages that are caused   by or fall within HP’s area of responsibility will be subject to the   following the calculation of Region Availability Percentage and liquidated   damages.  For each Outage, Region   Availability calculations will begin upon HP’s notification to 724 of such   Outage. |
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