Exhibit 10.6.4

CONFIDENTIAL TREATMENT REQUESTED BY 724 SOLUTIONS INC.

HP 724 AMENDMENT 7 TO PRIOR TERMS AND CONDITIONS BETWEEN 724 SOLUTIONS (US) INC. AND HEWLETT-PACKARD COMPANY

Hewlett-Packard Company (HP) wishes to purchase from 724 Solutions (US) Inc. (724) the consulting products and services described below (Services) and license from 724 its XMG product, in furtherance of an HP project for one of HPs direct customers (Customer).  724 will perform the Services in accordance with the terms and conditions set forth in this Letter Agreement and applicable law.  It is further agreed that, except as amended herin, all terms and conditions of the original contracts and amendments as stated therein shall remain in full force and effect.

This Amendment does not obligate HP to purchase any Services from 724.  Purchases, if any, will be specified on a HP purchase order issued to 724 by HP.  HP requires Seller to submit invoices electronically, as defined in attached document IP US Supplier.pdf.

|The order of   precedence for the HP and 724 Solutions agreements are as follows:
|---------------------------------------------------------------------------------
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 
|                                                                                 

1.0  SCOPE AND TERM

1.1  SCOPEThe terms and conditions of this Amendment No.7 to previous terms and conditions of the HP and 724 contracts apply only in connection with Sprint PCS procurement of the NGG System and Products and Services to be used as a part of the NGG System as defined in the SPA.

1.1.1  SPRINT DECISION TO EXECUTE NGG TARGET STATE ARCHITECTURE:The HP and 724 obligations of this Amendment are dependent on HPs receipt of (i) written confirmation of Sprints requirements, and (ii) authorization for HP to proceed with the NGG Target State Architecture (TSA) for [**] Transactions per Second no later than December 31, 2004.  Any delay in HPs receipt of such confirmation and authorization will result in delays to the impacted scope and service levels.

|                                                   
|---------------------------------------------------
|[**]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED.



CONFIDNETIAL

1.2  Software Warranty

During Sprint STIC testing, the number of Severity 1 and 2 defects will not exceed [**]% of the overall executed test cases.  If this metric is exceeded, Sprint has the right to reject the Software, Software Feature Enhancement or Software Upgrade.  If after 5 business days following Sprints rejection of the Software, Software Feature Enhancement or Software Upgrade, 724 has not fixed the severity 1 and 2 defects, 724 will pay to HP  $[**] for every day (to a maximum of $[**] per year) the Software, Software Feature Enhancement or Software Upgrade exceeds this metric.  The resulting penalty will be withheld from the quarterly payments described in Section 4 of this document.  HP acknowledges that it is sharing equally this warranty with 724.  Additionally, once Sprint has rejected a 724 software release due to the number of severity 1 and 2 defects, 724 will provide HP with material access to XMG and SSE source code,

as defined in Section 5.4 of this addendum.. If HP fails to maintain a functioning HP Lab during the term of this agreement, this warranty will become invalid.

1.2.1  Resource Warranty

724 will provide one (1) technical onsite resource for STIC testing and one (1) technical onsite resource for certain specified production Software, Software Feature Enhancement or Software Upgrade installation at no additional charge to HP.  All technical resources will be proficient in the NGG Application Software or such resources will have access to additional resources proficient in all areas of the NGG System.

1.3   TERM

The term of this Amendment No. 7 shall commence upon execution of this amendment (Effective Date) and continue for thirty-six (36) consecutive months  unless earlier terminated in accordance with this Amendment No.7 or other Agreements.

2.0  DEFINITIONS

The following definitions are added to the agreements.

Distribution Site means the existing NGG sites as of the Effective Date of this Amendment 7.

TPS means transaction per second which will be calculated by adding the [**] highest transaction peak [**] intervals per quarter and dividing the sum by [**].

|                                                   
|---------------------------------------------------
|[**]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED.

2



CONFIDNETIAL

Transaction means a successful get or post (includes https connection).  A get is the method to retrieve information (in the form of an entity) that is identified by the request-URI.  A successful get means to successfully retrieve this information from a handset through the gateway to the web site, back to the gateway and to the handset.  A post is the method to request that the origin server accept the entity enclosed in the request as a new subordinate of the resource identified by the request-URI in the Request-Line.  A successful post is delivery of this information received from the handset to the gateway and on to the web site.

3.0  724 SERVICES

Please refer to attached Exhibit.

4.0  GENERAL SCOPE OF NGG APPLICATION SOFTWARE LICENSESection 13.1 is deleted in its entirety and replaced with the following:

Fixed Fee:

| | 1. | HP will pay   for the license to use the NGG Application Software on a quarterly and   monthly fixed fee basis.  The fixed   fees defined in the following table will be paid for [**] consecutive months   with the first quarterly invoice being issued on the Effective Date of this   Amendment 7.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Invoice Milestone       |  | Estimated Invoice Date |  | Invoice Amount    | 
| | ----------------------- |  | ---------------------- |  | ----------------- | 
| |                         |  |                        |  |                   | 
| | Upon [**]               |  | [**]                   |  | $[**]             | 
| | Upon [**]               |  | [**]                   |  | $[**]             | 
| | Month [**] through [**] |  | [**]   through [**]    |  | $[**]   per Month | 
| | Month [**] through [**] |  | [**]   through [**]    |  | $[**]   per Month | 

| | 2. | Based on HP   making payment of each required quarterly or monthly payments, there are no   restrictions regarding the number of Subscribers that Sprint can enlist   during such quarter or month.                                                                                                                                                                                                  
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3. | After HP has   made the [**] payments and the [**], Sprint will then have the right to   continue to add an unlimited number of Subscribers on a perpetual basis at no   additional cost to Sprint for use of the software.                                                                                                                                                                          
| | 4. | In the event   HP chooses to discontinue payment of the quarterly or monthly fees prior to   the payment of the [**] payments and the [**] payment, Sprint will be   entitled to continue to use the licenses on a perpetual basis for the total   number of Subscribers Sprint has enlisted up to and including the final   quarter or month for which Sprint has paid the quarterly or monthly fee.

|                                                   
|---------------------------------------------------
|[**]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED.

3



CONFIDNETIAL

|                                     | Quarterly Reports:
|------------------------------------ | ------------------
|                                     |                   
|                                     | 1.                
|                                     |                   
|4.1  Support for XMG and SSE   Code.
|                                     |                   
|                                     | 1.                

| | Invoice Milestone        |  | Estimated Invoice Date |  | Invoice Amount | 
| | ------------------------ |  | ---------------------- |  | -------------- | 
| |                          |  |                        |  |                | 
| | Upon [**]                |  | [**]                   |  | $[**]          | 
| | Upon [**]                |  | [**]                   |  | $[**]          | 
| | Months [**] through [**] |  | [**]   through [**]    |  | $[**]          | 
| | Months [**] through [**] |  | [**]   through [**]    |  | $[**]          | 

| | 2. | HP will pay   for SSE Code Support on a monthly/quarterly fixed fee basis, in advance per   quarter or month, per the following table:
| | -- | --------------------------------------------------------------------------------------------------------------------------------------

| | Invoice Milestone        |  | Estimated Invoice Date |  | Invoice Amount | 
| | ------------------------ |  | ---------------------- |  | -------------- | 
| |                          |  |                        |  |                | 
| | Upon [**]                |  | [**]                   |  | $[**]          | 
| | Upon [**]                |  | [**]                   |  | $[**]          | 
| | Months [**] through [**] |  | [**]   through [**]    |  | $[**]          | 

5.0 WARRANTIES

5.1 NGG System Capacity Performance WarrantyDuring the Term of this Amendment No. 7 724 and HP represent and warrant to Sprint PCS that the NGG System will support all functional processing currently in production and including future releases of 4.1 and 4.2 and will support a minimum of [**] TPS per Distribution Site in Sprints production environment no later than [**].

|                                                   
|---------------------------------------------------
|[**]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED.

4



CONFIDNETIAL

HP and 724 will conduct a certification of the systems ability to process [**] TPS per site.  HP intends to use HP resources that are not affiliated with the current NGG delivery team, and the certification will be tested within HPs Test Lab.  A certification plan will be agreed to between HP and Sprint within 45 days of execution of Sprints notification that they wish to proceed with the TSA.

[**] TPS Certification and future verification:  The NGG solution will be certified under the Certification Process as defined in the attachment. Any future verification of committed TPS throughput will be based on the configuration and criteria agreed upon at the time the original certification was performed.

HP and 724 will present to Sprint such certification no later than [**] such certification shall be paid solely by HP and 724 (HP paying for HP resources and 724 paying for 724 resources).  Following [**], HP and 724 warrants that the NGG System will sustain the [**] TPS performance capacity throughout the entire Term of this Amendment 7.

HP and 724 acknowledges that time is of the essence and failure to meet the [**] capacity performance obligations will cause serious harm to Sprint PCS.  Accordingly, if HP and 724 fails to support the minimum [**] TPS per distribution site capacity performance obligation by [**], for causes attributable to 724 and its employees, agents and subcontractors, The parties agree that 724 shall provide HP with material access to XMG and SSE source code, as defined in Section 5.4 of this addendum.  724 agrees to apply best efforts to incorporate jointly identified capacity and stability improvements into the code in a timely manner.

5.1.1  NGG TSA DECISION DELAYAny delay in Sprints decision to move forward with the NGG TSA pursuant to Section 1.1.1 will result in an equivalent delay to the [**] certification requirement as described in Section 5.1 and any associated obligations or terms related to the [**] certification requirement.

5.2 Product WarrantyDuring the Term of this Amendment 7, 724 warrants that best efforts will be used to ensure NGG System performance is not adversely impacted by software modifications, including the support of the activities outlined in Exhibit 1, and, when required, reasonable cooperation in the use of the material access to code, as outlined in Section

5.2.1  NGG TSA DECISION DELAYAny delay in Sprints decision to move forward with the NGG TSA pursuant to Section 1.1.1 will result in an equivalent delay to the [**] certification requirement as described in Section 5.2 and any associated obligations or terms related to the [**] certification requirement.

|                                                   
|---------------------------------------------------
|[**]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED.

5



CONFIDNETIAL

5.3 Warranty Conditions and ExclusionsThe warranties as provided in Sections 5.1 and 5.2 are based upon the commitment from Sprint that Sprint will maintain each distribution site TPS throughput well within [**] TPS at any given point of time under normal operations.  In the event the Sprint throughput is in excess of [**] TPS for thirty (30) calendar days during any floating ninety (90) day period, Sprint may need to upgrade the hardware for the NGG System in order to achieve the performance levels set forth herein.  If Sprint decides that it will not acquire such hardware upgrade, the warranties in Sections 5.1 and 5.2 will no longer be applicable.  Additionally, from the time that HP advises Sprint that a hardware upgrade is required HP will not be held accountable for associated performance penalties, liquidated damages, etc. until such time as the upgraded hardware is installed an in production.

For the purpose of clarification, floating ninety (90) day periods will begin on each date when the Sprint throughput is in excess of [**] TPS and will continue for ninety (90) calendar days thereafter, and as such there may be multiple floating ninety (90) day periods that overlap (i.e. (i) if on January 10 the throughput is in excess of [**] TPS, this ninety (90) day floating period would end on April 9 and (ii) if on January 15 another throughput is in excess of [**] TPS, this additional ninety (90) day floating period for the January 15 excess throughput would end on April 14 and (iii) if on January 17 another throughput is in excess of [**] TPS, this additional ninety (90) day floating period for the January 15 excess throughput would end on April 16, etc..

5.4  Framework For Code Access

This section describes HP and 724 agreement for HP to be given material access to XMG and SSE code.

Definition of Material AccessFor the purpose of this addendum material access shall mean that, upon mutual agreement between the parties, HP has the ability to suggest improvements/fixes and collaboratively make enhancements to the source code through a predetermined procedure.

| |  | HP employees with access to 724 software code will sign all necessary   Non-Disclosure Agreements                          
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |  | 724 will continue to own all rights to intellectual property that   they currently have within the existing NGG agreements.
| |  | HPs understands that 724 & Sprint have joint ownership of SSE   Code and that 724 has full ownership of everything else.  
| |  | Access will be provided in a controlled environment, (e.g., clean   room at 724 facilities).                               
| |  | 724 will   make all reasonable efforts to incorporate the identified improvements within   a timely manner.                
| |  | All code modifications resulting from code access will be managed and   owned by 724.                                      

|                                                   
|---------------------------------------------------
|[**]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED.

6



CONFIDNETIAL

|Predetermined Procedure for Code Access:
|----------------------------------------
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        

724 Participation

If an event that triggers the need for HP to access 724 software code, 724 will apply skilled resources to assist HP in the review of source code, identify improvement opportunities and implement changes.  Estimated to be 2 resources full-time for 3 months.

General Enforcement of Material Access to 724 Code:

At any point in time, as deemed necessary by HP and mutually agreed to by 724 for the purpose of meeting HPs commitments to Sprint in order to support the stability and/or capacity of the NGG solution, HP will enforce their agreement with 724 that allows HP Material Access to all necessary 724 code.  A reasonable request for Material Access may be based on concerns related to the stability of and/or capacity concerns with the environment.

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

ATTACHMENT II SPRINT PCS NGG SYSTEM MAINTENANCE SERVICESSection 2.0 Maintenance Services Fees and Increases

Operations Warranty

Sprint has asked for an Operational Warranty defined by the following definitions.

| |  | SiteAvailability    The requirement for availability at an individual Site will not have been   met by HP in the event two (2) or more Site Outages occur at single Site   during the period of one (1) calendar month.                     
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Site Outage An error   caused by the 724 XMG and/or SSE applications that affects performance of the   System resulting in a material degradation of the System response time, but   which does not rise to the level of a Severity 1 error.

7



CONFIDNETIAL

Site Availability Measurement

|HP and   Sprint PCS will mutually analyze the Site Availability data to determine the   cause of the various Site Outages that occur pursuant to the definition for   Site Outage.  In the event a Site   Outage is caused by one of the following conditions, HP will not be   accountable for payment of any penalties, liquidated damages, etc. associated   with such Site Outage:
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                      
|In the event Site Availability is not met at four (4) or more Sites   within the period of one (1) calendar month, HP will:                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                      

8



CONFIDNETIAL

GENERALOther than as set forth above, the HP and 724 agreements remains unchanged and in full force and effect.  In the event of conflict between the other terms and this Amendment 7, this Amendment 7 will control.

This Amendment No.7 executed by authorized representatives of Sprint and 724 incorporates the terms and conditions of the Agreement.

|724 SOLUTIONS (US) INC.      |  | HEWLETT-PACKARD COMPANY
|---------------------------- |  | -----------------------
|                             |  |                        
|(Signature)                  |  | (Signature)            
|                             |  |                        
|                             |  |                        
|                             |  |                        
|(Print Name)   Glenn Barrett |  | (Print Name)           
|                             |  |                        
|(Title)   cfo                |  | (Title)                
|                             |  |                        
|(Date)                       |  | (Date)                 
|                             |  |                        
|                             |  |                        
|                             |  |                        

9



CONFIDNETIAL

EXHIBIT 1

This Exhibit 1 describes services 724 will provide within the scope of this contract at no additional cost.  Identified within this exhibit also are services that will be completed by HP and/or the customer.

1.1 System Integration

Activity Description -The scope of the System Integration (SI) effort will focus on the Sprint Next Generation Gateway (NGG) System from a total systems environment.  HP will follow a process designed to ensure overall stability and quality of all deliverables of this agreement.  Those activities are further described in the deliverables section.

SI activities will generally be performed at Sprints location in the Kansas City Area but will also be performed remotely at HP offices.

Other SI activities not defined in the deliverables section will be managed through the change control process.

|Deliverables -
|--------------
|              
|              
|              
|              
|              
|              
|              
|              
|              
|              
|              
|              
|              
|              
|              
|              

1



CONFIDNETIAL

| | System   Integration (Test Approach and Plan):
| | ----------------------------------------------
| |                                               
| |                                               
| |                                               
| |                                               
| |                                               
| |                                               
| |                                               
| |                                               
| |                                               
| | System   Integration (Lab Build/Test):        
| |                                               
| |                                               
| |                                               
| |                                               
| |                                               
| | System   Integration (FIT Build/Test):        
| |                                               
| |                                               
| | System   Integration (Production Rollout):    
| |                                               
| |                                               

2



CONFIDNETIAL

|Acceptance Criteria                        
|--------------------------------------------
|This activity is   considered accepted when:
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|724 Responsibilities -                      
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            

|HP   Responsibilities
|---------------------
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     
|                     

3



CONFIDNETIAL

| |  | Sprint will provide   written certification that the HP NGG Test Lab is both functionally and   operationally ready prior to the HP NGG Test Lab beginning operation.                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Sprint will communicate   application requirements during the analysis and design phase, before HP will   begin the development phase                                                                                                            
| |  | Sprint will provide   feedback an agreed upon time frame for each release from test results, to   enable HP to meet agreed upon SLAs.                                                                                                            
| |  | Sprint will be responsible   for reviewing and approving the HP weekly status reports.                                                                                                                                                           
| |  | Sprint needs to provide a   Project Manager to oversee and ensure all Sprint resources are assigned as   needed, documentation is reviewed and approved, action items are completed on   time and is the interface to the Sprint management team.
| |   |                                                                                                                                                                                                                                                  

|Assumptions 
|-------------
|             
|             

1.2   HP NGG Test Laboratory

Activity Description -HP will create a NGG Test Lab with the assistance from 724 and Sprint which will provide for testing of the major, minor, patch testing, and emergency fixes of the NGG System Application Software (NGG System) for delivery to Sprints STIC environment. The HP lab configuration and architecture will provide for the testing of the features, functionality, and load of the NGG System around Sprints configuration and architecture of a large and small gateway site.  The objective of the HP NGG Test Lab is to ensure that the changes to the NGG System are managed from requirements definition, design, development, testing, packaging of the software, changes to the physical environment, and creation of release notes through the release of the software or hardware changes to Sprints STIC Lab.

The purpose of establishing a HP test lab is to improve the quality of testing. This testing will focus on the reduction of (SV1 and SV2).  This testing will also focus on improving the processes with regard to , requirements traceability, creation of release notes, creation of MoPs, packaging, performance measurements, and quality assurance entrance/exit testing criteria as defined in the SIM.

|Deliverables
|-------------
|             
|             
|             

4



CONFIDNETIAL

Acceptance Criteria

This activity is considered accepted when:

| |  | HP NGG Test Lab is   production certified by all parties (724, HP, Sprint)                      
| | - | ------------------------------------------------------------------------------------------------
| |  | Tools and methods for   testing of NGG software are in place                                    
| |  | Agreement in Principle is   established and agreed upon                                         
| |  | Deliverables for which 724   is responsible have been received                                  
| |  | Establishment of   Configuration Management and Change Order Methodology for the HP NGG Test Lab

724 Responsibilities

| |  |  |  | 724 will   work with HP and Sprint to Create an Agreement in Principle for the creation   and operation of the HP NGG Test Lab.                                                                                                                                                                      
| |  |  | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  | 724 will adhere to the   Configuration Management and Change Order Process developed by HP these   documents describe both the change order and configuration management process   the will be implemented and enforced by the HP NGG Test Lab in the testing of   724 software releases and patches
| |  |  |  | 724 will own resolution of   724 product and 724 SSE Code issues discovered in the Load Test process.                                                                                                                                                                                                
| |  |  |  | 724 will   work with the HP team to provide information about 724s test processes to   the HP NGG Test Lab to allow seamless integration.                                                                                                                                                           
| |  |  |  | 724 will   provide the HP NGG Test Lab with access to test plans, test scripts, and test   data used in during the 724 SDLC to ensure that the HP NGG Test Lab can   properly reproduce a STIC-like testing environment.                                                                             
| |  |  |  | 724 will   provide written certification that the HP NGG Test Lab is both functionally   and operationally ready prior to the HP NGG Test Lab beginning operation.                                                                                                                                   
| |  |  |  | 724 will   provide a Project Manager to oversee and ensure all 724 resources are   assigned as needed, documentation is reviewed and approved, action items are   completed on time and is the interface to the 724 management team.                                                                 

HP Responsibilities 

| |  | HP will   expand the physical architecture of the HP NGG Test Lab for the purpose of   testing [**] TPS Certification.                                                                                                         
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Sprint will   work with the HP/724 team to provide information about Sprints test   processes to the HP NGG Test Lab to allow seamless integration.                                                                           
| |  | If, and   when, Sprints test procedures are modified, Sprint will provide HP with   these updated processes and procedures so that the changes can be integrated   into HPs System Integration Common Methods.               
| |  | Sprint will   provide the HP NGG Test Lab with access to test plans, test scripts, and test   data used in the Sprint STIC Lab to ensure that the HP NGG Test Lab can   properly reproduce a STIC-like testing environment.    
| |  | Sprint will   provide written certification that the HP NGG Test Lab is both functionally   and operationally ready prior to the HP NGG Test Lab beginning operation.                                                          
| |  | Sprint will   provide timely communication regarding test cases and test results to enable   HP to be better able to test the 724 application code prior to delivery to   the Sprint STIC Lab.                                 
| |  | In order to   scope the level of effort HP requires of 724 to support all Special Programs   outlined in this Exhibit 1, HP will conduct one or more sessions with 724 to   define 724 responsibilities related to this process

Assumptions

| |  |  |  | Sprint will   communicate any and all changes to the Sprint STIC Entrance Criteria so that   the HP NGG Test Lab can make the appropriate modifications to test processes,   test scripts, test cases, and/or test data.
| |  |  | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                   
|---------------------------------------------------
|[**]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED.

5



CONFIDNETIAL

| |  |  |  | Sprint will   provide any and all new wireless devices to the HP NGG Test Lab in order that   they may be properly tested on the NGG platform before being used in   production.                                            
| |  |  | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  | HP NGG Test   Lab will use the Sprint NPO Entrance/Exit checklist as a prerequisite for   receiving application code from 724.    Modifications and/or additions will be made to this checklist as   deemed necessary by HP.

1.6   [**] TPS Certification

Activity Description  If required (based on decision in Section 1.1.1), Sprint, HP and 724 will work together towards defining the [**] TPS certification process and the realization of that requirement.  The target date of the [**] TPS certification will be [**] and will have penalties (see SPA) tied to it if certification is not met by that date.  A jointly agreed to [**] TPS certification plan will be created within forty-five (45) days of execution of this Change Order.

The following fees shall apply to the delivery of the [**] TPS architecture:

|Phase   1: Labor - $[**] | Travel   - $[**] | 
|------------------------ | ---------------- | 
|                         |                  | 
|Phase   2: Labor - $[**] | Travel   - $[**] | 

In addition, SSE support costs would increase by $[**] per month in months [**] though [**] and a further $[**] per month for months [**] through [**].   Any delay in Sprints decision to proceed with the TSA, as defined in Section 1.1.1, will result in a like delay to the SSE support costs.

Activities 

| |  |  |  | Sprint HP   and 724 will work together in defining the [**] TPS certification plan within 45 days of the date of   execution of the SPA
| |  |  | - | ---------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  | HP and 724   will work together to execute the [**]   TPS certification plan.                                                          

Deliverables -

| |  |  |  | [**] TPS Certification Plan  this will be a detailed   documented created jointly by Sprint, HP and 724 HP on how the TPS   certification test will be setup, administered, and measured.                                            
| |  |  | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  | [**] TPS Certification Results  this document will be   created with data and/or statistics gathered before/during/after the actual   execution of the TPS Certification test.    The document will be created by Sprint, HP and 724.

Acceptance -

| |  | Acceptance of the [**] TPS Certification Plan is when   the plan is completed and delivered to Sprint                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Acceptance of the [**] TPS Certification of the NGG   application is when the results document has been completed and presented to   Sprint indicating a successful result

724 Responsibilities

| |  |  |  | 724 will   work with the HP and Sprint teams to create an unbiased TPS Certification   Test Plan that will simulate a load of [**] TPS within 45 days of the date of notification from Sprint   to proceed with the TSA.
| |  |  | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  |  | 724 will   provide the HP NGG Test Lab with access to test plans, test scripts, and test   data used in the 724 SDLC to enable HP to construct a load test harness for   certification testing.                         

|                                                   
|---------------------------------------------------
|[**]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED.

6



CONFIDNETIAL

|                      |  |  |  | 724 will   provide timely communication regarding test cases and test results to enable   HP to be better able to test the SSE and XMG application code and meet the [**] TPS certification requirement.                                 
|--------------------- |  |  | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  |  |   |                                                                                                                                                                                                                                          
|HP   Responsibilities
|                     
|                      |  |  |  | Sprint will   work with the HP team and its subcontractors to create an unbiased TPS   Certification Test Plan that will simulate a load of [**] TPS within 45 days of the date of execution of the SPA                                 
|                      |  |  |  | Sprint will   provide the necessary commitment to working with HP to provide a timely   agreement on customized reports to be provided.                                                                                                  
|                      |  |  |  | Sprint will   provide the HP NGG Test Lab with access to test plans, test scripts, and test   data used in the Sprint STIC Lab to enable HP to construct a load test   harness for certification testing.                                
|                      |  |  |  | Sprint will   provide written verification of [**]   TPS certification upon receipt of verifiable certification test results   document.                                                                                                 
|                      |  |  |  | Sprint will   provide timely communication regarding test cases and test results to enable   HP to be better able to test the SSE and XMG application code and meet the [**] TPS certification requirement.                              
|                      |  |  |  | Sprint will   provide the HP NGG Test Lab with intellectual test property and devices to   enable HP to be better able to test the SSE and XMG application code prior to   construction of the certification test plan and test harness. 
|                      |  |  |   |                                                                                                                                                                                                                                          
|Assumptions         
|                     
|                      |  |  |  | Sprint will   communicate any and all changes to the Sprint STIC Entrance Criteria so that   the HP NGG Test Lab can make the appropriate modifications to test processes,   test scripts, test cases, and/or test data.                 
|                      |  |  |  | Sprint will   provide any and all new wireless devices to the HP NGG Test Lab in order that   they may be properly tested on the NGG platform before being used in   production.                                                         
|                      |  |  |  | HP NGG Test   Lab will use the Sprint NPO Entrance/Exit checklist as a prerequisite for   receiving application code from HPs Subcontractor.  Modifications and/or additions will be made to this checklist   as deemed necessary by HP.

2   Partner Responsibilities

2.1     HP Responsibilities

Sprint will provide a Project Manager or Project Lead responsible for all Sprint aspects of this Project.

Sprint Project Manager or Project Lead must be authorized to make all decisions relative to the Project, including identification and assignment of Sprint resources.

Sprint Project Manager or Project Lead must be made reasonably available to HP personnel throughout the Projects life.

Sprint Project Manager or Project Lead will be responsible for acceptance of Deliverables in accordance with the Test Plan and Master Project Schedule. Sprint Project Manager will verify compliance of each Deliverable with the Acceptance Criteria defined in the Project Plan.

|                                                   
|---------------------------------------------------
|[**]   REPRESENTS MATERIAL WHICH HAS BEEN REDACTED.

7



CONFIDNETIAL

Sprint Project Manager or Project Lead will be authorized to approve Project changes.

Sprint will assign executives, managers and other personnel, as appropriate, to work with HP throughout the Projects life.  It is expected that Sprint will engage resources from its engineering, support and maintenance organizations to participate, as appropriate.

Sprint will provide a suitable work area commensurate with the number of on-site HP technical resources. The work area will include desks, chairs, and telephones, and at least one analog line or external WAN/LAN connection suitable for digital data transmission for communicating with HPs network remotely.

Sprint will provide on-site HP personnel with access to copiers, fax, conference rooms and routine clerical support for setting up project meetings.

Sprint will be responsible for reviewing and approving the contents of the deliverables in accordance with the document review process defined in Section 5.1 of this CHANGE ORDER.

Sprint will assign all appropriate personnel, to work with HP throughout the Projects life.  As presented to Sprint, HP is proposing a 2 in a box theory that would partner Sprint and HP resources together, earlier in the development life cycle.  By doing this, HP plans to not only have a better understanding of the upcoming modifications to the NGG platform, but also to be able to compress the development schedules by being involved sooner in the process.  It is expected that Sprint will engage resources from its design, implementation, support, and maintenance organizations to participate, as appropriate.  HP recommends that Sprints team consist of the following:

|ROLE                                 |  | MINIMUM   AVAILIBILITY TO PROJECT                                                                                                                                                                                                                                                            
|------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                     |  |                                                                                                                                                                                                                                                                                              
|Sponsor                              |  | As required to overcome   Sprint issues that impede progress on the engagement                                                                                                                                                                                                               
|                                     |  |                                                                                                                                                                                                                                                                                              
|Steering Committee /   Project Board |  | A group of Sprint and HP   Executives who will represent the highest authority on the engagement.  Issues to be the responsibility of this   body include strategy, resource allocation, issue resolution, the apex of the   escalation process, authorization of major change requests, etc.
|                                     |  |                                                                                                                                                                                                                                                                                              
|Project Manager                      |  | 25% availability required                                                                                                                                                                                                                                                                    
|                                     |  |                                                                                                                                                                                                                                                                                              
|Capacity Planning Team   Lead        |  | Available to the team as   needed                                                                                                                                                                                                                                                            
|                                     |  |                                                                                                                                                                                                                                                                                              
|System Administrator                 |  | Available to the team as   needed                                                                                                                                                                                                                                                            
|                                     |  |                                                                                                                                                                                                                                                                                              
|Sr. Network Engineer                 |  | Available to the team as   needed                                                                                                                                                                                                                                                            
|                                     |  |                                                                                                                                                                                                                                                                                              
|NGG Ops Engineer                     |  | Available to the team as   needed                                                                                                                                                                                                                                                            
|                                     |  |                                                                                                                                                                                                                                                                                              
|STIC Lab engineer                    |  | Available to the team as   needed                                                                                                                                                                                                                                                            
|                                     |  |                                                                                                                                                                                                                                                                                              
|IT Manager                           |  | Available to the team as   needed                                                                                                                                                                                                                                                            

2.2   724s Responsibilities

724 will provide a Project Manager or Project Lead responsible for all 724 aspects of this Project.

724 Project Manager or Project Lead must be authorized to make all decisions relative to the Project, including identification and assignment of 724 resources.

724 Project Manager or Project Lead must be made reasonably available to HP personnel throughout the Projects life.

8



CONFIDNETIAL

724 Project Manager or Project Lead will be responsible for Deliverables in accordance with the Test Plan and Master Project Schedule.

724 Project Manager or Project Lead will be authorized to scope and price requested Project changes.

724 will assign executives, managers and other personnel, as appropriate, to work with HP throughout the Projects life.  It is expected that 724 will engage resources from its engineering, support and maintenance organizations to participate, as appropriate.

724 will assign all appropriate personnel, to work with HP throughout the Projects life.  As presented to 724, HP is proposing a 2 in a box theory that would partner Sprint, 724, and HP resources working together, earlier in the development life cycle.  By doing this, HP plans to not only have a better understanding of the upcoming modifications to the NGG platform, but also to be able to compress the development schedules by being involved sooner in the process.  It is expected that 724 will engage resources from its design, implementation, support, and maintenance organizations to participate, as appropriate.

724 will only accept change orders or work authorizations from the HP Program Manager.  Any Customer requests from Sprint will be directed to the HP Program Manager.

3   Limitations and Assumptions

All deliverable documentation created for this engagement will be available in both hard copy and electronic format.  The electronic format will be Adobe PDF.  The engagement planning software used for this engagement is Microsoft Project.

HP and 724 services will normally be performed during normal business working hours, Monday through Friday, 8:00 a.m. to 5:00 p.m. CST, excluding Sprint holidays.  Some engagement services may require that work be performed outside of these standard work hours.  Off-hours work will be addressed and handled on a case-by-case basis with HP. 724 Services resources may work remotely or from their local 724 facility office for some periods during this project.

All updates to the NGG Production systems, performed by 724, are performed during the CMC (Change Management Control) window to minimize any impact to the services provided to Sprint Customers.

This is an important project with HP, 724, and Sprint teams working in conjunction toward a common goal. If 724s delivery schedule is delayed because of non-delivery of another teams activity, (other than HP), HP may elect to submit a change request to re-schedule their activities & milestones.

If additional work is required to correct, enhance or otherwise change the existing applications or implementation, 724 can provide additional resources to address the finding and implement recommendations. This can be accomplished by an authorized change order to this project or by the creation of an additional project which ever the situation warrants.

4   Other Considerations

4.1          Change Process

This Project has defined Deliverables
detailed in this CHANGE ORDER.  If (i) a change outside this CHANGE ORDER
affects the, performance, functionality, cost, delivery date, or other technical
parameter of a Deliverable, or (ii) 724 delays the Project Schedule for any
reason beyond its reasonable control or is

9



CONFIDNETIAL



unable to fulfill its
responsibilities defined in this CHANGE ORDER, and such a change results in
increased costs to HP that affect the Projects pricing, then a change
order will be submitted and processed in accordance with the Change
Order Section of the Consulting Services Agreement, to which this CHANGE
ORDER is attached as an Exhibit.

The general change process will be implemented as detailed in the Consulting Services Agreement.  Only HP may initiate a change to the Project for 724.

4.2   Escalation Process

Timely resolution of issues is critical to maintaining Project control and Sprint satisfaction.  The purpose of the escalation process is to ensure that issues are identified and resolved quickly.  The escalation process provides a mechanism to alert Project Managers and other management personnel to issues not being resolved.

Either HP or 724 may escalate a Project issue as follows:

1.          Initially, the issue will be raised to the HP Project Manager or Project Lead

2.          If not resolved at this level, an issue report will be generated and the issue will be escalated to the HP and 724 management teams

5.          Schedule and Milestones

5.1   Schedule

The engagement schedule and actual start date will be negotiated between HP and the Customer after HP receives a signed purchase order and this Change Order from the Customer.

10