Exhibit 10.4.5

Amended and Restated Contract of Employment

by and between

724 Solutions International Inc.,

(hereinafter referred to as"724 Solutions")

and

Mr. Russell
John Green, Talacherstrasse 2, Inwil-Baar, CH-6340, Switzerland

(hereinafter
referred to as "Employee")

1    Amendment and Restatement

---

2    Continuation of Employment Relationship/Sphere of Activities

3    Duration of the Contract/End of the Employment Relationship

2

---





3

---





4

---





5

---



4    Remuneration

5    Overtime / Additional Work

Any overtime or additional work shall be considered completely compensated for with the payment of Employee's salary.

6    Working Hours

The in-service working hours agreed shall apply.

7    Inability to Work/Continued Payment of Remuneration in the Event of Illness

6

---



8    Leave

Employee shall receive an annual leave of 30 working days. This leave may be taken as agreed in advance with his superior.

9    Additional Occupations

Employee shall devote all of his work efforts to 724 Solutions. Every paid or honorary activity or other any activity that impairs the employment relationship
shall require the company's prior written consent. Any involvement of Employee in other companies which directly or indirectly competes with 724 Solutions or with whom 724 Solutions maintains
substantional business relations shall require prior written consent.

10    Business Secrets

7

---

11    Reimbursement of Travel Expenditures

The travel expenditures guidelines for 724 Solutions, as revised, shall apply to the reimbursement of travel expenditures.

12    Inventions/Suggestions for Improvements

All intellectual property rights including but not limited to patent rights, design rights, copyrights and related rights, database rights, trademark rights and
chip rights as well as any rights in know how ensuing from the work performed by the Employee during the term of his employment (hereinafter the "Intellectual Property Rights"), shall exclusively vest
in the Employer.

Insofar
as the rights specified hereinafter are not vested in the Employer by operation of law or based on the above paragraph, the Employee covenants that he will transfer and, insofar
as possible, hereby transfers to the Employer any Intellectual Property Rights provided, however, that the Employer may renounce such transfer or transfer back to the Employee any such Intellectual
Property Rights at any time. Based on the transfer of the Intellectual property Right to the Employer the Employer has the exclusive right to publish, to make copies and duplicates and to sell the
Intellectual Property Rights.

The
Employee acknowledges that his salary includes reasonable compensation for the loss of Intellectual Property Rights.

The
Employer is entitled to transfer the Intellectual Property Rights in full or in part to any third party. The Employer and such third parties are not obliged to mention the Employee
as the author if they publish any inventions, computer programs or other works. They are free to make any modifications, translations and/or other adaptations and/or can refrain from making any
publications.

13    Pledges/Assignment

Claims to remuneration may not be pledged or assigned to any third parties.

14    Data Privacy

Personal data shall only be processed as required for the purpose of fulfilling this employee relationship. With the execution of this Agreement, the Employee
consents that the Employer may store, transfer, adapt and delete all personal data in connection with this employment relationship. The Employee acknowledges that 724 Solutions may transfer personal
data to its headquarters in the United States of America.

8

---

15    Concluding Provisions

|Lenzburg, the 5th day of March, 2003 |  | Place, Date
|------------------------------------ |  | -----------
|724 Solutions International Inc.     |  | Employee   

9

---