Exhibit 10.6.1

CONFIDENTIAL TREATMENT REQUESTED BY 724 SOLUTIONS INC.

SUBCONTRACT

BETWEEN

HEWLETT-PACKARD COMPANY

AND

724 Solutions Corp.

FOR  THE

Next Generation Gateway  PROJECT



CONFIDNETIAL

Table Of Contents

Sections of the Agreement

|                          | 1.  | Definitions                 
|------------------------- | --- | ----------------------------
|                          |     |                             
|                          | 2.  | Intentionally Omitted       
|                          |     |                             
|                          | 3.  | Subcontractor Obligations   
|                          |     |                             
|                          | 4.  | HP Obligations              
|                          |     |                             
|                          | 5.  | Price and Payment           
|                          |     |                             
|                          | 6.  | Title and Risk              
|                          |     |                             
|                          | 7.  | Change Orders               
|                          |     |                             
|                          | 8.  | Acceptance                  
|                          |     |                             
|                          | 9.  | Warranties                  
|                          |     |                             
|                          | 10. | Support                     
|                          |     |                             
|                          | 11. | Intellectual Property Rights
|                          |     |                             
|                          | 12. | Indemnities and Insurance   
|                          |     |                             
|                          | 13. | Confidential Information    
|                          |     |                             
|                          | 14. | Remedies and Liabilities    
|                          |     |                             
|                          | 15. | Term and Termination        
|                          |     |                             
|                          | 16. | General                     
|                          |     |                             
|Exhibits to the Agreement
|                          |     |                             
|                          | A   | Subcontractor Specification 
|                          |     |                             
|                          | B   | Intentionally Omitted       
|                          |     |                             
|                          | C   | Reseller Addendum           
|                          |     |                             
|                          | D   | Subcontractor Services      
|                          |     |                             
|                          | E   | Subcontractor Support       
|                          |     |                             
|                          | F   | Intentionally Omitted       
|                          |     |                             
|                          | G   | Price and Payment           
|                          |     |                             
|                          | H   | Change Order Form           
|                          |     |                             
|                          | I   | Insurance                   
|                          |     |                             
|                          | J   | Escrow Provisions           

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| | This Subcontract Agreement (Agreement) is made   between HEWLETT-PACKARD COMPANY, a Delaware corporation (HP) and 724   Solutions Corp., a Delaware corporation and its Affiliates  (Subcontractor), as of January 17, 2002   (Effective Date).                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | The purpose of this Agreement is to set forth the   mutually agreeable terms and conditions under which Subcontractor will supply   and install Subcontractor Deliverables and/or provide Subcontractor   Services.  The parties hereby agree   that this Agreement is contingent upon the full execution of the agreement   between HP and Sprint PCS for the Project (HP-Sprint Agreement) and will   have no force and effect unless and until the HP-Sprint Agreement is fully   executed.

|1. | DEFINITIONS
|-- | -----------
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|   | b)         
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|   | l)         
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|   | m)         
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|   | n)         

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|   | o)                        | Project   means Customers requirement for a System together with associated services.                                                                                                                                                                                                                                                                                             
|-- | ------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | p)                        | Software   means the computer software programs provided or to be provided by   Subcontractor under this Agreement, including the Software, any Software   Upgrade, Software Feature Enhancement and any related Documentation.                                                                                                                                                    
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | q)                        | Software Feature   Enhancement means feature enhancements to Software that   Subcontractor markets as a commercially available product or custom developed   features for Customer.                                                                                                                                                                                                
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | r)                        | Software Upgrade   means any commercially available upgrade, enhancement, modification, patch,   fix, alteration, improvement, correction, revision, release, new version or   any other commercially available change to the Software or Documentation,   except for Software Feature Enhancements and custom developed features for   other customers of Subcontractor.          
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | s)                        | Subcontractor   Deliverable means any item of Subcontractor Software to be   provided by Subcontractor.                                                                                                                                                                                                                                                                            
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | t)                        | Subcontractor   Schedulemeans the schedule for delivery, installation and   acceptance as stated in Exhibit D.                                                                                                                                                                                                                                                                     
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | u)                        | Subcontractor   Services means the design, development, consultancy,   implementation, education, training, or other services (excluding   Subcontractor Support) to be provided by Subcontractor under this Agreement   as detailed in Exhibit D.                                                                                                                                 
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | v)                        | Subcontractor   Specification means the specification(s) for the   Subcontractor Deliverable(s) set forth in Exhibit A.                                                                                                                                                                                                                                                            
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | w)                        | Subcontractor   Software means the Software with associated Documentation   listed in Exhibit C.                                                                                                                                                                                                                                                                                   
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | x)                        | Subcontractor Support   means the support services to be provided by Subcontractor defined in  Exhibits E and C.                                                                                                                                                                                                                                                                   
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | y)                        | Subscriber   means any individual with a unique Wireless Device (determined by a unique   mobile identification number) provisioned by Customer in the NGG System   Application Software in accordance with the Master Agreement.                                                                                                                                                  
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | z)                        | Subscriber Use   License is defined in Exhibit B to Exhibit C of this Agreement.                                                                                                                                                                                                                                                                                                   
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | aa)                       | System   means collectively all the hardware and software to be installed at the   Installation Site.                                                                                                                                                                                                                                                                              
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | bb)                       | Wireless Device   means any digital electronic equipment meeting the requirements of, and   authorized by, Customer for Subscribers to access any of the various services   and products offered by Customer.                                                                                                                                                                      
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | cc)                       | Wireless Session   means  a customer initiated HTTP   session, which is established when (i) a HTTP request is received by the NGG   System Application Software and (ii) the NGG System Application Software   successfully maps the Subscribers source IP address to the Subscribers   network access identifier (NAI) to process that request to the intended   destination.
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | dd)                       | Affiliatemeans any   entity controlled by or under common control with a party to this Agreement,   through ownership or control of more than 50% of the voting power of the   shares or other means of ownership or control, provided that such control   continues to exist.                                                                                                     
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|   | ee)                       | Interoperate   means the ability of the NGG System Application Software and the NGG System   to interconnect and successfully operate with other products and systems.                                                                                                                                                                                                             
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|2. | INTENTIONALLY OMITTED    
|   |                           |                                                                                                                                                                                                                                                                                                                                                                                      
|3. | SUBCONTRACTOR OBLIGATIONS

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| | a) | Subcontractor will supply the Subcontractor   Deliverables and/or provide the Subcontractor Services and/or Subcontractor   Support in accordance with the terms and conditions contained in this   Agreement, including the    Subcontractor Specification detailed in Exhibit A,  the Subcontractor Software in Exhibit C,   the Subcontractor Services set forth in Exhibit D, and the Subcontractor   Support set forth in Exhibits C and E.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | b) | On the dates specified in Exhibits D and G,   Subcontractor will deliver such Subcontractor Deliverables, Subcontractor   Services and/or Subcontractor Support to HP or, at HPs direction, to   Customer Site.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | c) | Subcontractor acknowledges that it has had the   opportunity to inspect the premises where its work will be conducted, the   applicable HP facilities and the Installation Site (collectively, the   Premises), and that Subcontractor either: (i) has satisfied itself that the   Premises are suitable for the supply, installation and operation of the   Subcontractor Deliverables, Subcontractor Services and/or Subcontractor   Support; (ii) has advised HP in writing prior to the date hereof of any matter,   or aspect of the Premises, which is inadequate or not suitable for supplying,   installing or operating the Subcontractor Deliverables, Subcontractor   Services and/or Subcontractor Support; or (iii) has determined that such an   inspection was not necessary.    Subcontractor acknowledges that it is not entitled  to recover any additional costs from HP   which arise from any matter or aspect of the Premises of which it has not   notified HP
pursuant to this Section 3.c.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | d) | In performing its obligations hereunder,   Subcontractor will cooperate fully with HP in meeting the requirements of the   Master Agreement applicable to Subcontractor.  In the event of any dispute involving HPs Customer regarding   Subcontractor Deliverables or the performance of Subcontractor Services or   Subcontractor Support, Subcontractor will cooperate fully with HP in   resolving such dispute.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | e) | Subcontractor will appoint a representative to   supervise and coordinate Subcontractors performance of its obligations under   this Agreement. The representative will provide professional and prompt   liaison with HP and have the necessary expertise and authority to commit   Subcontractor.  Upon HPs request,   Subcontractor will replace the representative or other personnel assigned to   the Project.  Subcontractors   representative will attend progress meetings with HP and will submit to HP   periodic progress reports, at times and in formats reasonably agreed by the   parties.  Subcontractor may change its   representative at any time upon reasonable written notice.                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | f) | All Subcontractor personnel will be adequately   trained and qualified to perform the tasks they are assigned.  If Subcontractor wishes to replace any   such personnel, Subcontractor will first obtain approval from the HP   representative specified in Section 4.c. below, which approval will not be   unreasonably withheld.  All   Subcontractor personnel will meet the licensing, security, labor and site   requirements for the locale where the Subcontractor Services and/or   Subcontractor Support are being performed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | g) | Time is of the essence in the performance of this   Agreement. Subcontractor agrees to meet each milestone in the Subcontractor   Schedule on the date set forth in Exhibit F.    Subcontractor will provide prompt written notice to HP of any actual   or anticipated delays in meeting the Subcontractor Schedule, and, if   possible, such notice will include a detailed plan to recover the time lost   because of such delay.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | h) | In the event that Subcontractor fails to fulfill an   obligation by the date specified in Exhibit F, Subcontractor will at the   request of HP and in addition to HPs other rights and remedies, arrange all   such additional resources as are necessary to fulfill that obligation as   early as practicable thereafter, at no additional charge to HP or   Customer.  Subcontractor will be   responsible for all damages and costs incurred by HP or Customer as a result   of  Subcontractors delay or delivery   of non-conforming Subcontractor Deliverables or Subcontractor Services.                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | i) | Subcontractor will provide preferred customer status   for HP and Customer which will include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | -90 day advance notice of new major (left of the   dot) release features and functionality for the NGG product.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | -724 will consult with HP and Customer and explain   new features / functionality 60 days prior to a new NGG release.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | -724 will meet with HP and Customer on a quarterly   basis to discuss future NGG product enhancements and product roadmaps.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | - 724 will make available to HP and Customer a beta   release of the code for early evaluation prior to general public release of   the software.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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|   | j)                | HP may request Subcontractor to remove Subcontractor   personnel from providing Services to Customer for any lawful reason and may   immediately remove Subcontractor personnel from providing Services on-site at   a Customer location for any lawful reason.    The parties will cooperate to reach a mutually agreeable resolution to   HPs removal request as quickly as possible after HPs request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. | HP OBLIGATIONS   
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | a)                | HP will comply with the general obligations stated   below, together with the payment obligations specified in Exhibit G, in a   timely manner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | b)                | HP will provide Subcontractor with access to, and   use of, all information, data, documentation, computer time, facilities,   working space and office services reasonably required to permit Subcontractor   to perform hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | c)                | HP will appoint a representative as Subcontractors   contact.  The HP representative will   provide professional and prompt liaison with Subcontractor and have the   necessary expertise and authority to commit HP.  HP may change its representative at any time upon written   notice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | d)                | The HP representative will attend progress meetings   scheduled between HP and Subcontractor at regular intervals, to maintain   clear and open channels of communication, to minimize problems and to   facilitate planning.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | e)                | HP will be the sole point of contact with Customer   and representatives of Customer in connection with the Project.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5. | PRICE AND PAYMENT
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | a)                | The prices for the Subcontractor Deliverables and/or   Subcontractor Services are specified in Exhibits C and G.  No payment will be due to Subcontractor   for additional or different services or deliverables rendered other than   those described herein unless Subcontractor obtains an approved Change Order   pursuant to Section 7  below for such   services or deliverables and any associated fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | b)                | Subcontractor will issue invoices in accordance with   the payment schedule specified in Exhibit G.    HP will pay all invoices within 45 days from the date of invoice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | c)                | All charges to HP under this Agreement are exclusive   of all applicable taxes, duties and similar levies.  Such incorporated taxes include, but are not limited to,   federal, state and local privilege, gross receipts, sales, use, excise and   withholding taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | d)                | Travel and living expenses will be billed separately   at reasonable and actual costs if they are in accordance with the   following:  (i) Subcontractors travel   (coach and economy class only) expenditures should be appropriate to   Customers business undertaken and reasonable in the judgment of both   Customer and HP;  (ii) the passenger   flight coupon and travel itinerary must be attached to Subcontractors   expense report; (iii) For reimbursement, Subcontractor must submit legible   copies of the original receipts for expenses greater than $15 for meals (tear   tab receipts are not accepted), however, hotel, car rental, fuel for rental   cars require receipts regardless of the amount; (iv) Subcontractor will   utilize reasonable parking facilities and rates; (v) Parking receipts are   required for reimbursement of $15 or more; and (vi) HP will not reimburse   Subcontractor for personal expenses, including long distance phone
calls.
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6. | TITLE AND RISK   
|   |                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                   | Subcontractor will have the risk of loss and damage   for each individual Subcontractor Deliverable until arrival either at the   Customer Site or at HP, as the case may be.    Thereafter, risk of loss and damage for each individual Subcontractor   Deliverable will pass to HP or Customer as set forth in the Master Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|7. | CHANGE ORDERS
|-- | -------------
|   |              
|   | a)           
|   |              
|   | b)           
|   |              
|   | c)           
|   |              
|8. | ACCEPTANCE   
|   |              
|   | a)           
|   |              
|9. | WARRANTIES   
|   |              
|   | a)           

| |  | 1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Warranty for Software. The warranty for   Subcontractor Software shall be governed by the following provisions:
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| |  | a.          Intentionally   Omitted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                
| |  | b.          Product   Warranty.  (1) Warranty for   Software. Subcontractor warrants that, for a period of ninety days from the   date of Final Acceptance (the Warranty Period) the Software: (a) conforms   with the applicable Order; (b) complies with Specifications and the   requirements of Attachment I to the Master Agreement;  and (c) is free from financial liens and   encumbrances. If Subcontractor receives notice during the Warranty Period of   a material breach of a warranty under this Section 9(a)(1)(b), Subcontractor   will, at Subcontractors expense and option, correct the violation. This   limited warranty shall not apply if the Software has been modified, without   Subcontractors express authorization.
| |  | (2)   Warranty for Product Media. Subcontractor warrants to HP that the medium on   which the NGG System Application Software is furnished by Subcontractor under   this Agreement is free of defects in materials and workmanship, under normal   use, for a period of ninety (90) days after Final Acceptance (Media Warranty   Period) and that it will not contain any features preventing HP from   complying with its obligations under this Agreement. If the medium is   defective, Subcontractor will replace it at no charge if it is returned   before the end of the Media Warranty Period.                                                                                                                                            

| |  | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Backwards Compatibility Warranty
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                 
| |  | Subcontractor warrants that, for the NGG System   Application Software for which Customer has: (i) procured Maintenance   Services and (ii) installed the releases necessary to obtain coverage for   Maintenance Services: (a) the first major release of the NGG System   Application Software made available following Customers Production Use date   will be Backwards Compatible; and (b) all future releases to the NGG System   Application Software that Customer desires to implement in its production   environment will be compatible with the WAP 2.0 and HTTP 1.1 standards and   the Custom Code implementations as detailed in Attachment I, System   Requirements Document, Sections 4.1.1 - Session Management, 4.1.2 - Mark-Up   Language Support / Content Translation, 4.1.2.1 - Content Translation,   4.1.2.4 - Graphics, 4.1.2.5 - HTML to xHTML(Basic), 4.1.2.6 - HDML to   xHTML(Basic), 4.1.3 - User Identification, 4.1.4 -Device Identification,   4.1.6 - Download Support,
4.1.12 - Provisioning, 4.1.13 - Hotlining, 4.1.14 -   Standards, and 4.1.17  Cookie Management, subject to the exceptions or   modifications to such sections as set forth in Exhibit D (collectively, the   Sprint Standards), such that no Subscriber experiences a material   degradation of service following installation of such new release to the NGG   System Application

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| |    | Software due to such new release not being   compatible with the Sprint Standards.    All releases to the NGG System Application Software that Customer   desires to implement will be tested in the Test Bed (as defined in Attachment   III to the Master Agreement) in accordance with the procedures set forth in   Attachment IV to the Master Agreement, and Customer will grant HP and   Subcontractor reasonable access (as mutually scheduled) to the Test Bed,   phones, and network connectivity reasonably necessary for testing and problem   resolution purposes.  In the event   such test reveals potential violation of this warranty, HP shall notify   Subcontractor in writing of such potential violation; and Subcontractor will   correct such violation within 180 days of receipt of such notice.  In the event such potential violation has   not been corrected within 180 days of Subcontractors receipt of written   notice from HP, HP shall have the right to
pursue direct damages in   accordance with Section 14 below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | d.       Virus   Warranty. Subcontractor will comply with commercially reasonable quality   assurance procedures to scan the Software for viruses and worms using virus   scanning software and will remove any virus or worm found prior to providing   the Software to HP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | e.        No   Illicit Code Warranty.    Subcontractor represents and warrants that: (i) the Software does not   contain Illicit Codes or hidden files; and (ii) neither Subcontractor nor its   personnel will (a) replicate, transmit or activate any such Illicit Code or   hidden file, (b) use such Illicit Code or hidden file to alter, damage or   erase any data or computer programs or enable or disable any features or   functionalities of the Software, (c) install, use or execute any software on   any Customer computer without Customers written approval; and (d)  not exercise its right to electronically   repossess or use any self-help related to the Software.  If Subcontractor receives notice from HP   of violation of the foregoing warranty, Subcontractor will, at its option,   repair or replace the affected Software or correct such violation.  If Subcontractor is unable, within a   reasonable time

using its commercially reasonable efforts, to repair, replace   or correct a breach of the foregoing warranty to a condition as warranted,   Subcontractor shall continue to attempt to repair, replace or correct, and HP   will be entitled to pursue direct damages for such violation up to $35   Million.  Subcontractor will pay   expenses for shipment of repaired or replacement Software.  This section states HPs sole and exclusive   remedy, and Subcontractors sole and exclusive obligation, with respect to a   violation of the warranty set forth in this subsection 9(A)(1)(e).
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | 2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | 3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    | 4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | b) | Subcontractor   Services and Support.    Subcontractor warrants that it is fully competent to perform the   Subcontractor Services and the Subcontractor Support and possesses the   necessary expertise and financial resources.    Subcontractor further warrants that it will provide the Subcontractor   Services and the Subcontractor Support with reasonable care, skill and   diligence in a professional and workmanlike manner using suitably qualified   and experienced personnel and in accordance with applicable industry   standards and practices.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

8



CONFIDNETIAL

|    | c)                           | No Conflict.  Subcontractor warrants that it is under no   obligation or restriction nor will it assume any such obligation or   restriction which would in any way interfere with or be inconsistent with, or   present a conflict of interest concerning, the supply of Subcontractor   Deliverables or the performance of Subcontractor Services or Subcontractor   Support under this Agreement.                                                                                                                                                  
|--- | ---------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | d)                           | Noninfringement.  Subcontractor warrants that the   Subcontractor Deliverables, Subcontractor Services and Subcontractor Support   do not violate or infringe any third party intellectual property rights,   including without limitation, patent, trade secret, copyright, trademark,   trade dress, utility model, industrial design, mask work or moral rights, and   that Subcontractor is not aware of any facts upon which such a claim could be   made.                                                                                       
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | e)                           | Title   And Authority.    Subcontractor warrants that: (i) it is the rightful owner of all   rights, title and interest in Subcontractor Deliverables, including all   portions thereof, or that it has the right to provide the Subcontractor   Deliverables, including all portions thereof, to HP; (ii) such interests are   free of any and all restrictions, settlements, judgments or adverse claims,   and (iii) it has full power and authority to enter into, grant the rights   under and perform its obligations made under this Agreement.
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | f)                           | THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER   WARRANTY,  WHETHER WRITTEN OR ORAL, IS   EXPRESSED OR IMPLIED.    SUBCONTRACTOR  SPECIFICALLY   DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A   PARTICULAR PURPOSE.                                                                                                                                                                                                                                                                                                         
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. | SUPPORT                     
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | a)                           | Subcontractor will provide Subcontractor Support as   detailed in Exhibit E, and HP will make payments for such Subcontractor   Support as detailed in Exhibit E.                                                                                                                                                                                                                                                                                                                                                                                     
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | b)                           | Subcontractor agrees to comply with the Escrow   Addendum to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11. | INTELLECTUAL PROPERTY RIGHTS
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | a)                           | All copyrights and other intellectual property   rights existing prior to the Effective Date will belong to the party that   owned such rights immediately prior to the Effective Date.                                                                                                                                                                                                                                                                                                                                                               
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | b)                           | Ownership of Custom Code for the   NGG System Application Software                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                              | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                              | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

9



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|    | c)                        | Subcontractor grants HP a non-exclusive, perpetual,   transferable license to use Deliverables not described in Section 11(b) for   the purposes of this Agreement.  HPs   license confers no title or ownership in such Deliverable(s) and no rights in   any associated Software Deliverable source code, and will not be construed as   a sale of any rights in the Deliverable or the media on which it is recorded   or printed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | d)                        | In the event that Subcontractor provides to HP,   pursuant to this Agreement, any Subcontractor Deliverables, specifications or   related documentation which have been developed independent of, and not for   purposes of, this Agreement, Subcontractor grants HP a non-exclusive,   worldwide, perpetual license regarding such items as will permit HP to   perform its contractual obligations to Customer, including without limitation   granting sublicenses to Customer to use and exploit such Subcontractor   Deliverables as part of the System for the purposes set forth in the Master   Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12. | INDEMNITIES AND INSURANCE
|    |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | a)                        | Subcontractor will defend, indemnify and hold   harmless HP and Customer from all claims, losses, liabilities, damages, costs   and expenses (including attorney and expert witness fees) suffered by reason   of any third party claim to ownership of or any interest in any Subcontractor   Deliverable, Subcontractor Services, Subcontractor Support, or any portion   thereof, including any claim made or any suit or proceeding brought against   HP or Customer insofar as it is based on an allegation that any portion of   the Subcontractor Deliverables, Subcontractor Services or Subcontractor   Support infringes or violates any patent, copyright, trademark, trade secret,   utility model, industrial design, mask work, moral right or other   intellectual property right.  If the   use of the Subcontractor Deliverables, Subcontractor Services, or   Subcontractor Support, or any part thereof, is enjoined, Subcontractor will,   at its sole expense and option: (i) procure
for HP and Customer the right to   continue using the Subcontractor Deliverables, Subcontractor Services or   Subcontractor Support; (ii) replace the Subcontractor Deliverables,   Subcontractor Services or Subcontractor Support with a non-infringing version   of equivalent function and performance; or (iii) modify the Subcontractor   Deliverables, Subcontractor Services or Subcontractor Support to be   non-infringing without detracting from function or performance.
|    |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | b)                        | Subcontractor agrees to defend, indemnify and hold   harmless HP, its agents and employees, and Customer against all claims,   losses, liabilities and damages, and to pay all claims, judgments, awards,   costs and expenses (including attorney and expert witness fees) arising out of   or in connection with Subcontractors acts or omissions under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | c)                        | During the term of this Agreement, Subcontractor   will maintain in full force and effect, at Subcontractors own expense, the   insurance coverages and policy limits specified in Exhibit I.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | d)                        | Certificates of insurance evidencing the required   coverages and limits will be furnished to HP before any work is commenced   hereunder and will provide that there will be no cancellation or reduction of   coverage without 30 days prior written notice to HP.  All insurance policies will be written by   a company authorized to do business in the jurisdiction where the Project is   located, and, if reasonably requested by HP, with a rating specified by   HP.  Subcontractor will furnish copies   of any endorsements subsequently issued which amend coverage or policy   limits.  Such policies will name HP   and Customer as an additional insured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|13. | CONFIDENTIAL INFORMATION 
|    |                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | a)                        | During the term of this Agreement, either party may   receive or have access to technical information, as well as information about   product plans and strategies, promotions, customers and related non-technical   business information which the disclosing party considers to be confidential   (Confidential Information).  Before   Confidential Information is disclosed, the parties will first agree to   disclose and receive such information in confidence.  If then disclosed, Confidential Information   will be marked as confidential at the time of disclosure, or if disclosed   orally but stated to be confidential, will be designated as confidential in a   writing by the disclosing party summarizing the Confidential Information   disclosed and sent to the receiving party within 30 days after such oral   disclosure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

10



CONFIDNETIAL

|    | b)                       | Confidential Information may be used by the   receiving party only with respect to the performance of its obligations under   this Agreement, and only by those employees of the receiving party and, if   HP, its subcontractors who have a need to know such information for purposes   related to this Agreement, provided that such subcontractors have signed   separate agreements containing substantially similar confidentiality   provisions.  The receiving party will   protect the Confidential Information of the disclosing party by using the   same degree of care (but not less than a reasonable degree of care) to   prevent the unauthorized use, dissemination or publication of such   Confidential Information, as the receiving party uses to protect its own   confidential information of like nature.    The receiving partys obligation under this Section 13 will be for a   period of three years after the date of disclosure or the duration specified   in the
Master Agreement, whichever is longer.
|--- | ------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | c)                       | The obligations stated in this Section 13 will not   apply to any information which is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                          | 1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                          | 2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                          | 3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                          | 4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                          | 5)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                          | 6)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                          | 7)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | d)                       | In the event that Subcontractor receives information   from or belonging to Customer,    Subcontractor agrees to execute such confidentiality agreement as   Customer may require prior to receiving any such information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|14. | REMEDIES AND LIABILITIES

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT:

(I) TO THE EXTENT THE PARTIES HAVE DEFINED A SOLE AND EXCLUSIVE REMEDY OR OBLIGATION IN THIS AGREEMENT, SUCH REMEDY OR OBLIGATION SHALL BE THE SPECIFIED PARTYS SOLE AND EXCLUSIVE REMEDY OR OBLIGATION, AS APPLICABLE.

(II) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEPT FOR:

| | (a) | CLAIMS   FOR WHICH A PARTY HAS AN OBLIGATION OF INDEMNITY;     
| | --- | ---------------------------------------------------------------
| |     |                                                                
| | (b) | ANY   FRAUDULENT, WILLFUL OR GROSSLY NEGLIGENT ACT OR OMISSION;
| |     |                                                                
| | (c) | VIOLATIONS   OF A PARTYS INTELLECTUAL PROPERTY RIGHTS; OR     
| |     |                                                                
| | (d) | ANY   BREACH OF ANY CONFIDENTIALITY OBLIGATIONS.               

CONSEQUENTIAL DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST REVENUE, AND LOST BUSINESS OPPORTUNITIES, WHETHER OR NOT THE OTHER PARTY WAS OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES.

(III) FOR ALL OTHER CLAIMS BETWEEN THE PARTIES (A) THAT ARE NOT LISTED IN PARAGRAPH 14 (II) (a)  (d) ABOVE OR (B) WITH RESPECT TO WHICH THE PARTIES HAVE NOT DEFINED A SOLE AND EXCLUSIVE REMEDY IN THIS AGREEMENT, EACH PARTY WILL ONLY BE LIABLE TO THE OTHER FOR DAMAGES, INCLUDING LIQUIDATED DAMAGES, UP TO THE AMOUNT PAID OR PAYABLE TO SUBCONTRACTOR PURSUANT TO THIS AGREEMENT.  NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY WITH RESPECT TO LOSS OF DATA OR LOSS OF USE OF DATA.

11



CONFIDNETIAL

|15. | TERM AND TERMINATION
|--- | --------------------
|    |                     
|    | a)                  
|    |                     
|    | b)                  
|    |                     
|    | c)                  
|    |                     
|    |                     
|    |                     
|    |                     
|    |                     
|    |                     
|    |                     
|    | d)                  
|    |                     
|    | e)                  
|    |                     
|    | f)                  
|    |                     
|16. | GENERAL             
|    |                     
|    | a)                  
|    |                     
|    | b)                  
|    |                     
|    | c)                  
|    |                     
|    | d)                  

12



CONFIDNETIAL

| | e)                                                                | No   Publicity.    Subcontractor agrees not to publicize or disclose to any third party   without the prior written consent of HP, either the terms of this Agreement   or the fact of its existence and execution, or the participation of Customer,   except as may be necessary to comply with other obligations stated in this   Agreement or as required by law.                                                                                                                                                                                                                                                                                                        
| | ----------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | f)                                                                | No   Joint Venture.    Nothing contained in this Agreement will be construed as creating a   joint venture, partnership, or employment relationship between the parties   hereto, nor will either party have the right, power or authority to create   any obligation or duty, express or implied, on behalf of the other.                                                                                                                                                                                                                                                                                                                                                   
| |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | g)                                                                | No   Assignment.Neither party shall have the right to assign   this Agreement, or any portion of this Agreement,  without the prior written consent of the other party.  Such consent shall not be unreasonably   withheld and shall be granted if, in the opinion of the party whose consent   is required, the potential assignee has equivalent or greater technical,   financial and management capacity with respect to the subject matter of this   Agreement as compared to the assignor to perform all of the assignors rights   and obligations under this Agreement.                                                                                              
| |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | h)                                                                | Export   Administration Regulations.Each party agrees to comply   with all applicable laws and regulations which may govern the export of   Subcontractor Deliverables.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | i)                                                                | Force   Majeure.    Non-performance of either party will be excused to the extent that   performance is rendered impossible or delayed by strike, fire, flood,   governmental acts or orders or restrictions or other similar reason where   failure to perform is beyond the control of and not caused by the negligence   of the non-performing party (Force Majeure), provided that the non-performing   party gives prompt notice of such conditions to the other party and makes all   reasonable efforts to perform.  Should   a circumstance of Force Majeure last more than thirty (30) days, HP may by   written notice to Subcontractor terminate this Agreement.
| |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | j)                                                                | Compliance   With Laws.    Subcontractor will perform its activities under this Agreement in   compliance with all applicable federal, state, and local government   requirements, including environmental, licensing and permit laws, rules,   regulations, orders and ordinances.                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | k)                                                                | Non-Solicitation.  During the term of this Agreement, neither   party will directly solicit the other partys personnel associated with the   Project for employment.  However, HP   may solicit and hire Subcontractor employees providing development and other   services relevant to the warranties set forth in this Agreement and the   maintenance and enhancement of the NGG System Application Software in the   event Subcontractor is insolvent or in breach of its agreement with HP   concerning the subject matter of this Agreement.                                                                                                                          
| |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | l)                                                                | No   Leverage Compensation.    If Subcontractor has entered into any form of HP product purchase   agreement that contains terms and conditions providing for compensation to be   paid to Subcontractor for leveraging HP hardware sales, Subcontractor will   not be eligible for such compensation in connection with Subcontractor   Deliverables.                                                                                                                                                                                                                                                                                                                     
| |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | m)                                                                | Notices.  All notices required under this Agreement   will be in writing and will be sent to the address of the recipient set out   below, or such other address as the recipient may designate by notice given   in accordance with this Section.  Any   such notice may be delivered by hand, by overnight courier, by first class   pre-paid letter or by facsimile transmission, and will be deemed to have been   received:                                                                                                                                                                                                                                             
| |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                   | 1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                   | 2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                   | 3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                   | 4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | For purposes of this Section the address of each   party will be:

13



CONFIDNETIAL

|FOR:     |  | SUBCONTRACTOR                 |  | FOR HP:  |  |                            
|-------- |  | ----------------------------- |  | -------- |  | ---------------------------
|         |  |                               |  |          |  |                            
|ATTN:    |  | Glenn Barrett                 |  | ATTN:    |  | Mike Pettigrew             
|         |  |                               |  |          |  |                            
|Phone:   |  | 416-228-2448                  |  | Phone:   |  | 916-748-7119               
|Fax:     |  | 416-228-2362                  |  | Fax:     |  |                            
|Address: |  | 10 York Mills Road, 3rd Floor |  | Address: |  | 8000 Foothills Blvd.       
|         |  | Toronto M2P 2G4               |  |          |  | Roseville, California 95747
|         |  | Canada                        |  |          |  |                            

| | n) | Waiver.  Neither partys failure to exercise any of   its rights under this Agreement will constitute or be deemed to constitute a   waiver or forfeiture of such rights. Waiver of a breach of this Agreement   will not be deemed a waiver of any future breach.  Any waiver must be in writing and signed by each partys   representative.                                                                                                                                                                                                    
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | o) | Severability.If any term or provision of this Agreement is held to be   illegal or unenforceable, the validity or enforceability of the remainder of   this Agreement will not be affected.                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | p) | Exhibits.The following documents are attached hereto as exhibits,   the terms of which are incorporated by reference in their entirety:                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | Exhibit A - Subcontractor Specification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | Exhibit B - Intentionally Omitted                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | Exhibit C - Reseller Addendum                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Exhibit D - Subcontractor Services                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | Exhibit E - Subcontractor Support                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    | Exhibit F - Subcontractor Schedule                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | Exhibit G - Price and Payment Terms                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | Exhibit H - Change Order Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    | Exhibit I - Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    | Exhibit J - Escrow Provisions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | q) | Precedence.  In the event of conflict between the   provisions of this Agreement and any attached Exhibit, the provisions of the   Exhibit will to the extent of such conflict take precedence.                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | r) | Entire   Agreement.  This   Agreement and its exhibits constitute the entire agreement between HP and   Subcontractor and supersede all prior or contemporaneous communications,   representations, and agreements, whether oral or written, regarding the   subject matter of this Agreement.    Subcontractors additional or different terms and conditions will not   apply.  No modifications of, or   amendments to, the terms of this Agreement will be valid unless in writing   and signed by an authorized representative of each party.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | s) | Applicable   Law.This Agreement is made under and will be construed in   accordance with the laws of the State of New York, without giving effect to   that States choice of law rules.                                                                                                                                                                                                                                                                                                                                                          

14



CONFIDNETIAL

|AGREED TO: |                                     | AGREED TO:
|---------- | ----------------------------------- | ----------
|           | 724 SOLUTIONS CORP.                 |           
|           |                                     |           
|           | /s/ GLENN BARRETT                   |           
|           |                                     |           
|           | Authorized Representative Signature |           
|           |                                     |           
|Name:      | Glenn Barrett                       |           
|           |                                     |           
|Title:     | Director                            |           
|           |                                     |           
|           |                                     |           
|Address:   | 10 York Mills Road, 3rd Floor       |           
|           | Toronto M2P 2G4                     |           
|           | Canada                              |           

15



CONFIDNETIAL

EXHIBIT A

SUBCONTRACTOR SPECIFICATION

Mobile Internet GatewayThe 724 Solutions Mobile Internet Gateway supports a total wireless solution to connect wireless devices to eCommerce applications and data sources. The platform is distributed and can be configured with or without a gateway for conversion of mobile telephony to Internet protocols.

Multiple Protocol Support

Effective eCommerce applications require an integrated approach to the end-user via both wireless and wired devices. In addition to WAP standards, the Mobile Internet Gateway supports the short messaging service (SMS) for interaction with non WAP-compliant devices and for push of text messages such as order confirmations and news updates. The Mobile Internet Gateway also supports HTTP for access from standard Web browsers.

Application and Content Development

The Mobile Internet Gateway reduces the time and resources needed to develop applications for the wireless and wired Web. It supports Java Servlets and CORBATM-based development environments. Wireless content conversion functionality allows HTML or XML to be re-purposed into WML. This feature allows content intended for browser-based presentation to be more easily re-purposed for wireless devices, enabling the developer to control the look of wireless content on different devices. Programmatic conversion of HDML to WML is also supported.

User Identity and Profiling

An effective wireless Internet application requires a high degree of personalization to overcome the limited screen and keyboard input sizes of the device. The centerpiece of the Mobile Internet Gateway is the user identity module, which allows the user to create and update a personal profile through the wireless device or a Web browser. The user profile contains preferences for pushed content, authentication, and navigation; simplifying and improving the usability of the application.

End-to-End Security

The Mobile Internet Gateway provides end-to-end security from the handset to a trusted data center environment. The Mobile Internet Gateway supports WTLS in addition to SSL 2 and 3 Internet Protocols.

Mission Critical Software

Wireless Internet applications will place unprecedented demands for availability, performance, and scalability on the data center. The platform is designed to help meet these demands. The technology behind the Mobile Internet Gateway is based on a market-proven, scalable, vast fault-tolerant Internet platform currently running in production systems supporting millions of users. The product is component-based and multi-platform, supporting linear scaling and high availability. Wireless users can access backend applications and data sources through modular, standards-based gateways. The platform is standards-based to interface with the middleware, development environments, and management tools already in use. The stateless interaction model cuts overhead and supports common Internet state management techniques such as cookies.

IT Benefits

| |  | Proven, standards-based   technology reduces risk                                                         
| | - | ----------------------------------------------------------------------------------------------------------
| |   |                                                                                                           
| |  | Open architecture   protects investments in hardware platforms, software and people                       
| |   |                                                                                                           
| |  | Integrated approach to   wireless and wired Web supports the reuse of Internet and business   applications
| |   |                                                                                                           
| |  | Proven performance even   at vast scales                                                                  
| |   |                                                                                                           

1



|Key   Features     
|-------------------
|                   
|                   
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|Specifications     
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|Supported Platforms
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|Supported Protocols
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Ongoing support for WAP protocol suite (WTLS, push services, SMS, etc.)

2



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EXHIBIT B

Intentionally Omitted



CONFIDNETIAL

EXHIBIT C

RESELLER ADDENDUM

This Reseller Addendum (Addendum) is attached as Exhibit C to that certain Subcontract (the Subcontract) between HP and Subcontractor, and sets forth the terms and conditions governing the resale of the Subcontractor  Software.

|1.                                                                                                                                                                                                         | DEFINITIONS
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|                                                                                                                                                                                                           |            
|The following terms shall have the described   meanings when used in this Addendum.    Terms which are capitalized but not defined herein shall have the   meaning given to such terms in the Subcontract.
|                                                                                                                                                                                                           |            
|                                                                                                                                                                                                           | 1.1        
|                                                                                                                                                                                                           |            
|                                                                                                                                                                                                           | 1.2        
|                                                                                                                                                                                                           |            
|                                                                                                                                                                                                           | 1.3        
|                                                                                                                                                                                                           |            
|                                                                                                                                                                                                           | 1.4        
|                                                                                                                                                                                                           |            
|                                                                                                                                                                                                           | 1.5        
|                                                                                                                                                                                                           |            
|                                                                                                                                                                                                           | 1.6        
|                                                                                                                                                                                                           |            
|                                                                                                                                                                                                           | 1.7        
|                                                                                                                                                                                                           |            
|                                                                                                                                                                                                           | 1.8        
|                                                                                                                                                                                                           |            
|                                                                                                                                                                                                           | 1.9        
|                                                                                                                                                                                                           |            
|                                                                                                                                                                                                           | 1.10       
|                                                                                                                                                                                                           |            
|                                                                                                                                                                                                           | 1.11       

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|2. | RIGHTS   GRANTED AND RESTRICTIONS
|-- | ---------------------------------
|   |                                  
|   | 2.0                              
|   |                                  
|   | 2.1                              
|   |                                  
|   | 2.2                              
|   |                                  
|   |                                  
|   |                                  
|   |                                  
|   |                                  
|   | 2.3                              
|   |                                  
|   | 2.4                              
|   |                                  
|   | 2.5                              
|   |                                  
|   | 2.6                              
|   |                                  
|   |                                  
|   |                                  
|   |                                  
|   |                                  

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|   |                                 | 2.6.2                                                                                                                                                                           | Connecting Computers and Relocation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                 |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                 |                                                                                                                                                                                 | Customers may, at no cost and without notice to HP   or Subcontractor, connect computers in order to operate the computers as a   single operating system, such as the operation of parallel sysplex compatible   or CMOS-compatible operating systems or computer configurations. Customer   may, at no additional cost, relocate the Products, either temporarily or   permanently, at no additional charge and for any reason, including disaster   recovery, to any computer, system or site with prior written notice to   Subcontractor or HP.  If Customer   maintains parallel operations in the process of relocating the Products,   there will be no additional charge for the relocation for the period of time   reasonably necessary to complete the relocation, up to a maximum of 180   days.  Customer acknowledges and   agrees that if it materially changes the configuration of the system of which   the Products are a part, there may be a variation in Maintenance Services
fees.
|   |                                 |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                 | 2.6.3                                                                                                                                                                           | Right to Make Copies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                 |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                 |                                                                                                                                                                                 | Subcontractor will, upon HPs request and at no cost   or expense to HP, make a reasonable number of copies of the Products for HP   to the extent reasonably necessary for Customers then current authorized   use.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                 |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                 | 2.6.4                                                                                                                                                                           | Testing Copies and Use                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                 |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                 |                                                                                                                                                                                 | Customer may, at no cost   and without notice to Subcontractor, make copies of and install, execute,   use, copy, test, display and perform the Products for testing purposes (ex:   for Sprint PCS in the STIC environment in Kansas City) including, without   limitation (a) testing for date arithmetic functions; (b) testing of disaster   recovery plan procedures and effectiveness and (c) testing to validate the   Products before placing them on application development and production   processors or placing them in a production environment, provided that the   Products will only reside on the computer for a duration reasonably necessary   to conduct such testing.                                                                                                                                                                                                                                                                                                               
|   |                                 |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                 | 2.6.5                                                                                                                                                                           | Documentation Copies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                 |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                 |                                                                                                                                                                                 | Subcontractor will provide to HP, for provision to   Customer, at no cost, up to 15 CD-ROMs and 15 hard-copy sets of the   Documentation for the Products.    Customer may make, or have made on its behalf, a reasonable number of   copies of the Documentation to the extent necessary for Customers internal   business purposes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                 |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                 | 2.6.6                                                                                                                                                                           | Right to Transfer Licenses.  Customer may transfer any of its Software   licenses under this Addendum to any Customer Affiliate at no additional cost   or expense upon notice to HP and Subcontractor and completion of appropriate   assignment documentation.  Upon   completion of such documentation, Customer will immediately upon transfer   deliver all copies of the Products to the transferee.  Customers licenses will automatically   terminate upon transfer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                 |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | MARKETING   AND SALES MATERIALS
|   |                                 |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 3.1                             | Marketing Materials.  Upon HPs request, Subcontractor will   provide reasonable amounts of marketing and sales materials in hardcopy and,   as available, electronic versions.
|   |                                 |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | MAINTENANCE   AND SUPPORT      
|   |                                 |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 4.1                             | Maintenance and Support.                                                                                                                                                       
|   |                                 |                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                 | 4.1.1                                                                                                                                                                           | Unless otherwise agreed to in writing, all   maintenance and support for the Products used or distributed by HP will be   Subcontractors responsibility.  At a   minimum, Subcontractor agrees to make available to HP and its Customers   ongoing maintenance and support for the Product(s) as set forth in the   attached Exhibit Chereto.    Subcontractor agrees to maintain such number of qualified personnel as   is necessary to provide timely and knowledgeable maintenance and support   service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|   |         | 4.1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | HP will receive maintenance and support for Products   licensed to HP under Section 2.2 at no charge during the term of the   Subcontract.                                                                                                                                                          
|-- | ------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                     
|   |         | 4.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Notwithstanding any termination of this Agreement,   Subcontractor agrees to maintain and support the Product(s) distributed by HP   for at least one (1) year following the time at which Subcontractor   discontinues or revises the Product(s) made available to HP for distribution   hereunder.
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                     
|   | 4.2     | Technical Training. Subcontractor   shall provide technical training to HP at Subcontractor designated locations,   for a period not to exceed two weeks per employee, sufficient to allow HP to   become fully familiar with Product and its market.  HP may further request and Subcontractor shall provide   additional training as reasonably necessary to inform HP personnel of   upgraded, enhanced or new versions of Software.  The above training will be at no charge to HP for the first   eight HP designated employees except for any reasonable travel expenses of   Subcontractor if at an HP designated location.  After the initial eight seats have been used, HP shall pay for   such training, and other training shall be provided, upon mutually agreeable   terms and conditions.
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 4.3     | Fees for reselling Support & Maintenance.  HP shall pay Subcontractor the fee set   forth in Exhibit B to this Addendum for Subcontractor maintenance and support   to Sprint PCS in connection with the Project.  Such fee shall be payable under the terms of Section 5.2 of   this Addendum and Exhibit B to this Addendum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                     
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                     
|   | 4.4     | New HP Products.  The parties intend that during the term of   the Subcontract, the Program will be compatible with future releases and   revisions of the HP Products, including new or revised versions of the   operating systems for the HP Products, provided that such new HP Products   support the Program.  Upon request by   HP, Subcontractor agrees to use its best efforts to provide HP with the   Program adapted for use with such new HP Products within ninety (90) days   after notification from HP, provided that HP makes available to Subcontractor   such hardware and software reasonably necessary for Subcontractor to develop   and qualify such adapted Program.                                                                                                            
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 4.5     | Functionality Enhancements.  HP may from time to time request   significant functionality enhancements to a Product. Subcontractor agrees to   develop these enhancements if both parties agree to the enhancement proposal,   which may provide for additional payments by HP to Subcontractor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                     
|5. | PAYMENT
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                     
|   | 5.1     | Distribution Fees & Price Protection.  In consideration for the rights and   licenses granted to HP under this Agreement, HP agrees to pay Subcontractor   the fee (stated in U.S. dollars) for each Product that HP distributes in the   amount set forth in Exhibit B to this Addendum.  No royalty is due with respect to the distribution of other   Product Enhancements that Subcontractor may provide under this Agreement.                                                                                                                                                                                                                                                                                                                                                                       
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                     
|   | 5.2     | Invoices.  Subcontractor invoices shall include: (i)   Product identification and unit quantity; (ii) unit price; (iii) address to   send payment; (iv) invoice due date;    (v) HP contact and phone number; (vi) Subcontractor contact and phone   number; (vii) HP Order #; and (viii) other instructions or requirements   pertinent to the invoice.  The date of   Subcontractors invoice shall be no earlier than the date of the Product   shipment. In no event shall the amount invoiced to HP exceed the amount of   the associated Order.                                                                                                                                                                                                                                                    
|   |         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                     
|   |         | Invoices should be sent to the Notice Address in   Section 16(m) of the Subcontract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|6. | PRODUCT WARRANTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Warranty for Software. Subcontractor warrants to HP   that the Software will perform substantially in accordance with the   associated Documentation provided by Subcontractor for ninety (90) days, but   not less than any minimum warranty required by applicable law (Warranty   Period). If during the Warranty Period, HP reports a Software error that   prevents the Software from meeting this warranty, Subcontractor will use   reasonable efforts to correct the error. This limited warranty shall not   apply if the Software has been modified, without Subcontractors express   authorization.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Notwithstanding the foregoing, in the event the   Software does not perform in accordance with the associated Documentation   outside of the Warranty Period, Subcontractor agrees to correct such   non-conformance.                                                                                                                                                                                                                                                                                                                                                                                            

|7. | OTHER   PROVISIONS
|-- | ------------------
|   |                   
|   | 7.1               
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   | 7.2               

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EXHIBIT A

PRODUCT DESCRIPTIONS

NGG System Application Software and Custom Code Descriptions

|1.0                                                                                                                                                                                                                                                                                                                                                                                                                                               | Intellectual Property (IP)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                           
|The following represents a description of those   features or functions, based on current, planned development as of February   2, 2002, that are owned by Subcontractor and those that are specific to and   paid for by Sprint, hereafter referred to as Sprint PCS-Owned IP.                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                           
|1.1                                                                                                                                                                                                                                                                                                                                                                                                                                               | 724 Solution-Owned IP     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                           
|In order to avoid any confusion regarding rights to   IP, a brief description of a representative sample (but by no means an   exhaustive list) of the more commonly referenced system components and   enhancements for which Sprint does not own IP rights  are presented below and segmented by   Common, Front End, and Back End Systems. The Back End System is comprised of   three (3) subsystems; Core, Subscriber, and Gateway Services.

| | 1.1.1                                                   | Common    System Components and Capabilities                                                                                                                                                               
| | ------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                         |                                                                                                                                                                                                            
| |                                                        | Common Execution Environment (CEE)                                                                                                                                                                         
| |                                                         |                                                                                                                                                                                                            
| |                                                        | Server Area Transport (SAT, sometimes referred to as   Titanium)                                                                                                                                           
| |                                                         |                                                                                                                                                                                                            
| |                                                        | Component Replication                                                                                                                                                                                      
| |                                                         |                                                                                                                                                                                                            
| |                                                        | Components often referred to as the Cookie Holder,   Profile Holder, NAI-IP Cache, pre- and post-processors, etc. these are   containers in which Sprint-specific code (and therefore Sprint IP) is kept.
| |                                                         |                                                                                                                                                                                                            
| |                                                        | Pre- and Post-process Java interface. These are   containers in which Sprint-specific code (and therefore Sprint IP) is kept                                                                             
| |                                                         |                                                                                                                                                                                                            
| |                                                        | Transaction / Click-stream logging                                                                                                                                                                         
| |                                                         |                                                                                                                                                                                                            
| |                                                        | Configuration file, although the primary contents of   each configuration file are specific to a clients system design,   environment, configuration, and implementation considerations.                  
| |                                                         |                                                                                                                                                                                                            
| | 1.1.2                                                   | Front   End System Components                                                                                                                                                                              
| |                                                         |                                                                                                                                                                                                            
| | All Front End components, most notably the   following:
| |                                                         |                                                                                                                                                                                                            
| |                                                        | Adapters for protocol termination of WAP, HTTP, UDP,   and TCP (as examples)                                                                                                                               
| |                                                         |                                                                                                                                                                                                            
| |                                                        | Content conversion / translation for                                                                                                                                                                       
| | -                                                       | WML to xHTML Basic                                                                                                                                                                                         
| | -                                                       | HDML to xHTML Basic                                                                                                                                                                                        
| | -                                                       | HTML to xHTML Basic                                                                                                                                                                                        
| | -                                                       | Graphic file conversion in support of user   experience optimization                                                                                                                                       
| |                                                         |                                                                                                                                                                                                            
| | 1.1.3                                                   | Back   End System Components                                                                                                                                                                               
| |                                                         |                                                                                                                                                                                                            
| |                                                        | All Gateway Services Subsystem components mostly   notably the following:                                                                                                                                  
| |                                                         | -                                                                                                                                                                                                          
| |                                                         | -                                                                                                                                                                                                          
| |                                                         | -                                                                                                                                                                                                          
| |                                                         |                                                                                                                                                                                                            
| |                                                        | Blacklist handling. The components that enable   blacklist handling will remain the IP of Subcontractor.                                                                                                   
| |                                                         |                                                                                                                                                                                                            
| |                                                        | UAProf data extraction and caching                                                                                                                                                                         
| |                                                         |                                                                                                                                                                                                            
| |                                                        | Cookie caching and holding components                                                                                                                                                                      

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|1.2                                                                                                                                                                                                                                         | Sprint PCS-Owned IP
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------
|                                                                                                                                                                                                                                            |                    
|The intellectual property owned by Sprint PCS is   categorized here by the [**] in which they are implemented.  A more detailed explanation of the code   related to these components can be found in design documents for [**] and   [**].

| | 1.2.1                                                                                     | Core   Engine         
| | ----------------------------------------------------------------------------------------- | ----------------------
| |                                                                                           |                       
| | This Subsystem is comprised of the following   Sprint-specific business logic addressing:
| |                                                                                           |                       
| |                                                                                          | [**]                  
| |                                                                                          | [**]                  
| |                                                                                          | [**]                  
| |                                                                                          | [**]                  
| |                                                                                          | [**]                  
| |                                                                                           |                       
| | 1.2.2                                                                                     | Subscriber   Subsystem
| |                                                                                           |                       
| | This subsystem is comprised of the [**],[**], and   [**] components.                     
| |                                                                                           |                       
| |                                                                                          | [**]                  
| |                                                                                           |                       
| |                                                                                          | [**]                  

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

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|    | 1.2.3                                                                                                                                                                                                                                                                                                  | Other   Components Owned by Sprint
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------
|    |                                                                                                                                                                                                                                                                                                        |                                   
|    | [**]                                                                                                                                                                                                                                                                                                   |                                   
|    |                                                                                                                                                                                                                                                                                                        |                                   
|1.3 | Sprint Source Code and Libraries                                                                                                                                                                                                                                                                      
|    | Sprint will provide certain source code and   functional libraries to facilitate specific feature sets of the NGG solution.   These contributions, and any modifications made by HP/724 to these   contributions from Sprint will remain the IP of Sprint. These are known to   include the following:
|    |                                                                                                                                                                                                                                                                                                        |                                   
|    |                                                                                                                                                                                                                                                                                                       | [**]                              
|    |                                                                                                                                                                                                                                                                                                       | [**]                              

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

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EXHIBIT B FEES

1.          NGG Application Software Pricing for the Project

For licenses used in the Project, HP will  pay Subcontractor for licenses for the Products on a per active Subscriber basis subject to the trigger and reuse provisions of this Exhibit B (each a Subscriber Use License).  HP will begin paying fees for Subscriber Use Licenses following the first month after Final Acceptance of the NGG System.  Thereafter, HP will follow the reporting procedures in Section 4 of this Exhibit B and will be subject to payment for newly triggered Subscriber Use Licenses, but not for any reused Subscriber Use Licenses, on a monthly basis (one month in arrears).

2.          Trigger

For the Project, a Subscriber Use License is triggered upon a Subscribers performance of the 4th Wireless Session with the NGG System Application Software, excluding Wireless Sessions performed on the day the Wireless Device performs its initial Wireless Session with the NGG System Application Software. All Wireless Sessions excluding the Wireless Sessions performed on the initial Wireless Session date are counted for the purpose of the trigger.  Once a Subscriber Use License is initially triggered, HP must pay for that Subscriber Use License unless there is a reusable Subscriber Use License available, in which case there would be no fee associated with the reuse.

3.          Reuse

For the Project, Customer may reuse a previously triggered Subscriber Use License if a Subscriber Churns from the Network.  Once a Subscriber Churns the Network, the applicable Subscriber Use License is immediately available for use by another Subscriber. For the purposes of the Project, the Subscriber Use License will be considered to be reused after a new Subscriber has performed 4 Wireless Sessions with the NGG System Application Software, excluding Wireless Sessions performed on the initial session date associated with that new Subscriber.

4.          Reporting

For the Project, beginning at the end of the first month following Final Acceptance of the NGG System and no later than 10 business days following the end of each month, Sprint PCS or HP will prepare and deliver electronically to Subcontractor, in a form mutually agreed upon by the parties, a report showing at least the following information:  (i) the number of Subscriber Use Licenses triggered in the current month; (ii) the number of Subscriber Use Licenses triggered in the current month that became available for reuse in the current month; and (iii) the number of Subscriber Use Licenses triggered in previous months that became available for reuse in the current month. The reports provided in each month will be used to support invoicing of the fees for the Subscriber Use Licenses.  To the extent such information is or may be compiled using tools or mechanisms provided or developed by Subcontractor, Subcontractor shall provide such information to HP for
use in auditing of Sprint PCS payment obligations under the Master Agreement.

5.          Territory

For non-Project related Prepaid Licenses:           Worldwide For all Project related Licenses:                            Sprint PCS

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6.          Product per copy Fee

Pricing for the Products will be provided to HP as follows (such pricing to be effective only for the Project and the Prepaid Licenses):

|[**] -  [**] subscribers | $[**] per subscriber
|------------------------ | --------------------
|[**]  [**] subscribers  | $[**] per subscriber
|[**]  [**] subscribers  | $[**] per subscriber
|[**]  [**] subscribers  | $[**] per subscriber
|[**]  [**] subscribers  | $[**] per subscriber
|[**]   + subscribers     | $[**] per subscriber

HP hereby agrees to purchase, on a non-refundable basis for the purposes of resale, licenses for the NGG System Application Software for [**] Subscribers (the Prepaid Licenses), at a price of $[**].  Such price shall be payable as follows: (i) $[**] upon full execution of the Subcontract; and (ii) $[**]. upon [**].  In the event HP resells the Prepaid Licenses for projects other than the Project, HP shall pay to Subcontractor an additional amount equal to $[**] per license for each license resold for such other projects, such amount to be billable to and payable by the applicable reselling entity within HP.  In any event, HP shall be solely responsible for taxes with respect to payments made by HP to Subcontractor under this Agreement, including all state and local sales, use, property (ad valorem), withholding and similar taxes.  Any such taxes or duties must appear as a separate item on Subcontractors invoice.  Where

applicable, HP shall provide Subcontractor with a reseller certificate, reseller certificate number, or other documentation so that HP may successfully claim exemption from tax.

Annual maintenance and support for these [**] Subscribers commences on the date of subcontract execution and payment for such maintenance and support services shall commence on the earlier of deployment of such licenses or [**] at the rate of [**]% of the NGG Application Software license fees per month, payable in arrears.  Support provided prior to the commencement of payment will be Level 3 Technical Support as defined herein.

Subcontractor agrees to offer the following Volume discount commitment Pricing for Orders placed from the Effective Date of the Subcontract through [**] (such pricing to be effective only for the Project and the Prepaid Licenses):

[**]
Subscribers $[**] less initial order $[**] = $ [**]
             [**]
Subscribers $[**] less initial order $[**] = $ [**]
             [**]
Subscribers $[**] less initial order $[**] = $ [**]

7.          Fees for Enhancements and Revisions, if any

724 Enhancements to the NGG Application Software are included in the [**]%  monthly support fee described below.  Any customer specific requests for enhancements (other than those already agreed upon for the Custom Code) will need to be defined and agreed upon to enable a fixed bid quotation or could be addressed on a Time and Material basis according to the pricing schedule defined below.

8.          Fee for resale of Supplier Training

724 training is listed in Section 2.2.3 of Exhibit D to the Subcontract.

All training will be offered on-site at $ [**] dollars a day for up to eight students plus expenses. Four additional students may be added for $ [**] per student, per day.  Students may also enroll in any publicly offered Subcontractor education course for $ [**] per day per student.

9.          Fee for resale of Supplier Maintenance & Support

In consideration of Subcontractor providing Level 2 & 3 Maintenance Services and pursuant to the terms of  the Subcontract, HP will pay monthly in arrears Maintenance Services fees equal to [**] % of the license fees payable pursuant to the Subcontract for such month.

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

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EXHIBIT C MAINTENANCE TERMS

For the purposes of Maintenance Services to be provided to Customer for the Project, the terms and conditions set forth in Exhibit E to the Subcontract shall control in the event of any conflict between Exhibit E to the Subcontract and this Exhibit C.

During the Warranty period and during the period of time during which HP has purchased Maintenance and Support services for the Product, Subcontractor shall provide at minimum the following maintenance and support with respect to the Product:

|A.              | General                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                | 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                | 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                | 3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                | 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                | 5.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                | 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|B.              | Additional Maintenance Terms                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.0     General
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.1             | In consideration of HPs payment of the maintenance   and support fees specified in this    Exhibit C and Exhibit E to the SubcontractHP is responsible for   providing Level 1 Technical Support (as defined herein) to clients and shall   maintain an organization and be prepared with suitably qualified and   competent personnel to provide knowledgeable and timely maintenance and   support services. Subcontractor is responsible for Level 2 and Level 3   Technical Support only, i.e. supporting HP and HPs Clients directly through   HP.
|                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.0             | Definitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings attributed to them in the Addendum.

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2.1          Client means an end user customer or licensee of HP.

2.2          Defectmeans the failure of Licensed Products to function or perform in conformance with its published specifications or  product documentation.

2.3          Issue means any request from HP for maintenance and support services, including requests for information as set forth under this Agreement.

2.4          Level 1 Technical Supportmeans the initial response and any follow up response as appropriate. Level 1 Technical Support includes initial information gathering and may include, without limitation, some or all of the following:  verification of entitlement, answering product installation, configuration or usage questions; initial problem/failure information gathering, problem isolation and identification; providing standard fixes and work around(s) to known problems; providing maintenance of, and access to, the production distribution site; the alerting and updating of the support requests to the Client and internal representatives of Subcontractor, as well as escalations to Level 2 Technical Support when relief cannot be provided within HP predetermined elapsed time guidelines.

2.5          Level 2 Technical Supportmeans promptly responding to Issues escalated by Level 1 Technical Support resources. Level 2 Technical Support is provided by product specialists and consists of:  additional information gathering/problem isolation; providing case reproduction and relief for both new and known complex problems; and escalating unresolved problems or those requiring formal fixes to Level 3 Technical Support.

2.6          Level 3 Technical Supportmeans responding to support requests in accordance with preset timeframe requirements as set forth in the Subcontract.  Level 3 Technical Support is provided by Subcontractor Support and Development Engineers (when applicable) and consists of:  providing temporary relief if it has not already been provided; the provision of a fully documented and tested formal fix in accordance with the Subcontract; the provision of a fully documented scheduled date for fix distribution if an acceptable fix cannot immediately be produced.

2.7          Release Date means the date on which a Licensed Products Release, Update or Upgrade is first made publicly available by Subcontractor.

2.8          Response Time means the amount of time between when HP reports the Issue to Subcontractor and the initial response is sent by Subcontractor.

2.9          Update means a modification to correct a Defect or improve performance that is contained in a Maintenance Modification or new Release of the Licensed Products.

2.10          Upgrade means a new version or Release of the Licensed Products that Subcontractor makes generally available to its clients to improve the functionality of or add functional capabilities to the Licensed Products.

3.0          Subcontractor Customer Support

Subcontractor will provide Level 3 Technical Support to HP in accordance with this Agreement, subject to the following:

| | 3.1 | The international language supported by   Subcontractor is English. Where applicable and upon the approval of   Subcontractor Customer Support Management, local language support may be   provided.                                                                                                                                                                                                                                                   
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 3.2 | Subcontractor   will support each version of the Licensed Products for no less than twelve   (12) months following its Release Date. Notwithstanding the foregoing, Subcontractor   shall not be obliged to support any Release of the Licensed Products that is   older than the two (2) immediately preceding Releases of the Licensed   Products or any customizations, modifications or enhancements made by any   person other than Subcontractor.

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| | 3.3 | All   Licensed Products (including workarounds, Releases, Updates or Upgrades)   provided hereunder shall be licensed to HP pursuant to the applicable terms   of the HP Agreement with Subcontractor.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.0    | Reporting of Issues to   Subcontractor Customer Support                                                                                        
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                
|4.1    | All Issue reports by HP to Subcontractor shall   include the following information:                                                            
|       |                                                                                                                                                
|4.1.1  | The name and version of the Licensed Products and   version number being used.                                                                 
|       |                                                                                                                                                
|4.1.2  | Platform(s) on which the Licensed Products is   running.                                                                                       
|       |                                                                                                                                                
|4.1.3  | A general description of the operating environment.                                                                                            
|       |                                                                                                                                                
|4.1.4  | A list of relevant hardware components in the   environment.                                                                                   
|       |                                                                                                                                                
|4.1.5  | A list of operating system Releases of all hardware   components.                                                                              
|       |                                                                                                                                                
|4.1.6  | A description of the problem and expected results.                                                                                             
|       |                                                                                                                                                
|4.1.7  | System generated error messages or diagnostics where   available.                                                                              
|       |                                                                                                                                                
|4.1.8  | Date and time stamp.                                                                                                                           
|       |                                                                                                                                                
|4.1.9  | Estimated Severity Level (as defined in Section 5.2   of this Exhibit).                                                                        
|       |                                                                                                                                                
|4.1.10 | User Status (Trial, Production or Demo).                                                                                                       
|       |                                                                                                                                                
|4.1.11 | Method of preferred communication (phone or email).                                                                                            
|       |                                                                                                                                                
|4.1.12 | Name of system on which Issue is occurring (if   applicable).                                                                                  
|       |                                                                                                                                                
|4.1.13 | Any additional contact information for additional   contact names, email addresses, numbers or if applicable after hours contact   information.
|       |                                                                                                                                                
|4.2    | For each Issue reported by HP, Subcontractor will:                                                                                             
|       |                                                                                                                                                
|4.2.1  | Maintain and monitor email addresses, Issue tracking   system and telephone numbers for HP to contact to report an issue.                      
|       |                                                                                                                                                
|4.2.2  | Confirm by return email or phone call to HP the   receipt of all reports to Subcontractor.                                                     
|       |                                                                                                                                                
|4.2.3  | Analyze the report and verify the existence of the   Issue.                                                                                    
|       |                                                                                                                                                
|4.2.4  | Provide HP direction and assistance in resolving   Issues in accordance with this Agreement.                                                   
|       |                                                                                                                                                
|4.3    | Closure of Technical Support Issues                                                                                                            

Open Issues will be considered to be resolved and will be closed when:

|4.3.1                                                                                                                                                                      | HP receives an Update, Upgrade or information that   resolves the Issue and HP agrees that the Issue is resolved or in a suitable   state of relief; or                                                                                                                          
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                           |                                                                                                                                                                                                                                                                                  
|4.3.2                                                                                                                                                                      | HP has not responded to Subcontractor within five   (5) business days after having been requested to do so. The Issue will be   closed five (5) business days after the final unanswered e-mail requesting HP   information or input has been sent to HPs support email address.
|                                                                                                                                                                           |                                                                                                                                                                                                                                                                                  
|5.0                                                                                                                                                                        | Services Levels                                                                                                                                                                                                                                                                  
|                                                                                                                                                                           |                                                                                                                                                                                                                                                                                  
|5.1                                                                                                                                                                        | Subcontractor will respond to HPs Issue reports as   set forth in Sections 1.1.1 and 1.2 of Exhibit E to the Agreement.                                                                                                                                                         
|                                                                                                                                                                          
|Where possible, HP will provide Subcontractor with a   test case that will allow joint technical support to reproduce the failure or   Defect that gave rise to the Issue.

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|5.2   | Severity Level Definitions                                                                                                                                                                                                                                                                                                                                              
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                         
|5.2.1 | Unavailable   means that all, or substantially all, of, the material functionality of the   Licensed Products is unavailable to HP and/or its Clients, or is so severely   hampered that regular processing cannot take place.                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                         
|5.2.2 | Severity 1   means an error, Defect or problem in the Licensed Products that has caused   the Licensed Products to be either (i) Unavailable, or (ii) has caused a   breach of security or privacy data that causes the supported functionality to   be inaccessible to HP or its Clients.                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                         
|5.2.3 | Severity 2   means an error, Defect or problem in the Licensed Products that has caused   material degradation in response time or functional performance.                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                         
|5.2.4 | Severity 3   means an error, Defect or problem in the Licensed Products that has caused   minor degradation in response time or functional performance.                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                         
|5.2.5 | Severity 4   means an Issue that may not constitute a Defect, but that may be addressed by   feature, functionality or documentation enhancements, including Enhancements,   Maintenance Modifications or Releases                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                         
|5.3   | Correction Time Services Levels                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                         
|5.3.1 | Subcontractor will use best efforts to correct each   Issue in accordance with the severity levels and correction time frames set   forth below.                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                         
|5.3.2 | Issues are assigned a severity level (based on the   above definitions) by HP and verified by Subcontractor. Each severity level   has associated temporary correction (workaround) and permanent correction   response time goals.  The severity   levels for Issues and associated correction time goals are set forth in   Section 1.2 of Exhibit E to the Agreement.

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CONFIDNETIAL

EXHIBIT D HP SOFTWARE LICENSE TERMS

|1. | DEFINITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | LICENSES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In return for the License Fee, HP grants Customer a   non-exclusive license to Use the Software listed in Customers order in   conformance with the applicable Software License. Details of the types of   Software Licenses offered are available from HP on request. If no Software   License is specified, then, in return for the applicable fee, HP grants   Customer a license to use one copy of the Software on one Device at any one   time. All Software Licenses will be perpetual unless terminated, transferred   or otherwise specified.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | GENERAL   LICENSE TERMS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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| | h) | HP may terminate Customers or any transferees or   sublicensees Software License upon notice for failure to comply with any   applicable license terms. Immediately upon termination, the Software and all   copies of the Software will be destroyed or returned to HP. Copies of the   Software that are merged into adaptations, except for individual pieces of   data in Customers or transferees or sublicensees data base, will be   removed and destroyed or returned to HP. With HPs written consent, one copy   of the Software may be retained subsequent to termination for archival   purposes.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | i) | In this clause on Licenses to the U.S. Government,   the term Customer means HPs direct purchaser, any entity sublicensing the   Software, and the end-user.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | 1) | If Software is licensed for use in the performance   of a U.S government prime contract or subcontract, Customer agrees that   Software has been developed entirely at    private expense. Customer agrees that Software, and any derivatives or   modifications, is  adequately marked   when the Restricted Rights Legend below    is affixed to the Software or to its storage media and is  perceptible directly or with the aid of a   machine or device.  Customer agrees to   conspicuously put the following legend on the Software media with Customers   name and address added below the notice:       

| |  | RESTRICTED RIGHTS LEGEND                                                                                                                        
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                 
| |  | Use, duplication or disclosure is subject to HP   standard commercial license terms or to the following restrictions, whichever   is applicable;
| |  |                                                                                                                                                 
| |  | 1.1)                                                                                                                                            
| |  | 1.2)                                                                                                                                            
| |  |                                                                                                                                                 
| |  |                                                                                                                                                 
| |  |                                                                                                                                                 
| |  |                                                                                                                                                 
| |  |                                                                                                                                                 
| |  |                                                                                                                                                 
| |  | 2)                                                                                                                                              

| | j) | Neither party may assign any rights or obligations   hereunder without prior written consent of the other party.                                                                                                                                                                                                                                                                                       
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | k) | Customer who exports, re-exports or imports HP licensed   Products, technology or technical data purchased hereunder, assumes   responsibility for complying  with   applicable laws and regulations and for obtaining required  export and import authorizations. HP may   suspend performance if Customer is in violation of any applicable laws or   regulations.                                   
| | l) | Disputes arising in connection with this Agreement   shall be governed by the laws of the country and locality in which HP accepts   the order.                                                                                                                                                                                                                                                        
| | m) | These HP Software License Terms supersede any   previous communications, representations or agreements between the parties,   whether oral  or written, regarding   transactions hereunder. Customers additional or different terms and   conditions will not apply. These HP Software License Terms may not be changed   except by an amendment signed by an authorized representative of each party.

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EXHIBIT E

SUBCONTRACTOR SUPPORT

See attached Exhibit E and Reseller Addendum (Exhibit C)



CONFIDENTIAL

EXHIBIT ESPRINT PCS NGG SYSTEM MAINTENANCE SERVICES

|1.0 | Maintenance Services Service Level   Agreement.
|--- | -----------------------------------------------

During any term of Maintenance Services, 724 Solutions (724) will adhere to the terms and conditions set forth in this  Exhibit E. This Exhibit E includes the following schedule:

| | Schedule I    724 Personnel
| | ----------------------------

Changes in the scope of work defined in this Exhibit E will only be effective if agreed to by HP and 724 in a written document setting forth the modifications and, as applicable, any changes to the cost and payment terms.

724 will provide support for the STIC environment as defined in Exhibit D until Production Use.  After Production Use, support will be provided by a combination of on-site and off-site resources, based upon the terms of this Exhibit E.

|1.1                                                                |   | Call Logging Procedure:                                                                                                                                                                                                                                                                                  
|------------------------------------------------------------------ | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                   |   |                                                                                                                                                                                                                                                                                                          
|1.1.1                                                              |   | 724 General   Call Handling Responsibilities.                                                                                                                                                                                                                                                            
|Following   are the general call handling responsibilities of 724:
|                                                                   |  | 724 will be   responsible for working directly with HP and Customer.                                                                                                                                                                                                                                     
|                                                                   |  | 724 will   have NGG System Application Software and Custom Code specific support   personnel onsite at Customers site (as appropriate).                                                                                                                                                                 
|                                                                   |  | 724 will be   responsible for closing all calls related to the NGG System Application   Software and Custom Code in accordance with Section 1.1.5, below,  regardless of severity.                                                                                                                       
|                                                                   |  | 724 will be   available 24 x 7 x 365 to provide NGG System Application Software and Custom   Code support to HP/Customer for all severity level 1 and severity level 2   errors, and will respond according to the timeframes specified in   Section 1.2.                                                
|                                                                   |  | HP will be   responsible for acquiring all necessary NGG System Application Software and   Custom Code issue information from Customer and communicating that   information to 724.                                                                                                                      
|                                                                   |  | HP will   perform Level One Technical Support (as defined in Exhibit C to the   Subcontract) for the NGG System Application Software , and 724 will provide   HP with Level Two Technical Support (as defined in Exhibit C to the   Subcontract) for the NGG System Application Software and Custom Code.
|                                                                   |  | 724 will   troubleshoot NGG System Application Software and Custom Code-related issues   and provide HP with periodic progress reports during the troubleshooting   process.                                                                                                                             
|                                                                   |  | Once   resolved, 724 will refer a case back to HP, using a defined process, so HP   can notify Customer of the resolution.                                                                                                                                                                               



CONFIDENTIAL

|1.1.2 |  | Call Logging   Process:
|----- |  | -----------------------

|To expedite   the resolution process, the HP Response Center engineer will gather as much   of the following information as appropriate and possible before opening a   case or ticket:
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                      
|                                                                                                                                                                                      
|                                                                                                                                                                                      
|                                                                                                                                                                                      
|                                                                                                                                                                                      
|                                                                                                                                                                                      
|                                                                                                                                                                                      
|                                                                                                                                                                                      
|                                                                                                                                                                                      
|                                                                                                                                                                                      

|1.1.3                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                      | Case   Generation:                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------
|The   following are the steps, in order, that will occur prior to work being   executed on a case identified as specific to the NGG System Application   Software and/or Custom Code:
|                                                                                                                                                                                     | Once   generated the on-call support technician will take the case.                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                     | The HP   Response Center engineer will route the case from the generic queue to their   personal queue.                                                                                                                                                                                                                             
|                                                                                                                                                                                     | The HP   Response Center engineer will gather all the environmental information   previously known to customer support regarding Customers setup and   environment and combine that knowledge with the information provided to HP by   Customer to produce the first technical response (First Technical Response)   on the case.
|                                                                                                                                                                                     | The First   Technical Response will be provided to Customer via email/phone and will   contain the following elements:                                                                                                                                                                                                              
|                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                     | Case ID                                                           
|                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                     | Issue   statement (rephrased statement of the problem description)
|                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                     | Environmental   statement (where applicable)                      
|                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                     | Categorization   of the case                                      
|                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                     | Requests for   additional information (if required)               
|                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                     | Resolution   statement (where applicable)                         
|                                                                                                                                                                                     | Once the   First Technical Response has been distributed the HP Response Center engineer   will either continue to progress the case or wait for a response of   information or clarity from Customer.                                                                                                                              
|                                                                                                                                                                                     | Once all   information has been received and clarity is established the support   technician will continue to track the case through resolution.                                                                                                                                                                                    

|1.1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | 724 Case   Resolution Process:
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------
|Upon   determination that a case is specific to the NGG System Application Software   and/or Custom Code, the HP Response Center engineer will refer the case to   the 724 support desk via electronic or telephonic means (as mutually agreed   by 724 and HP within 30 days of contract execution).  The 724 support desk will take action to   assign the case to an appropriate 724 engineer for resolution.  724 must provide the infrastructure to   take the calls from HP and route the call to the on-site 724 employee, as needed.  The 724 support desk will provide status   updates to HP on a periodic or as requested basis.

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|1.1.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            | Case Closure   Process:
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | -----------------------
|When a   resolution is provided to HP by 724, HP must approve the resolution prior to   724 closing the case, such approval not to be unreasonably delayed or   withheld.  The case closure process   will be in a standard format associating the following:                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Problem   statement (previously agreed to in the First Technical Response)
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Symptom details   of the issue that was reported                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Error   information                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Analysis   that was performed                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Documentation   (where applicable)                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Solution   (actual resolution statement)                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Case ID                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Duration   open                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                            |                        
|1.1.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                            | Assigning   Severity   
|Severity of all issues will originally be assigned by Customer and verified by HP in accordance with the severity level definitions contained in the table in Section 1.2, below, when the case is received. Any changes to the verified severity level will occur as a result of additional relevant information gathered during call resolution and must be approved in writing by Customer.  Customer will ultimately be responsible for assigning severities to calls logged.

1.2                Response / Resolution Times:The response/resolution times set forth in this Section 1.2 reflect Customers targets.  724 agrees to use commercially reasonable efforts to work with HP to meet Customers targets set forth below.

Customer response & resolution time targets specific to NGG System Application Software and Custom Code:

|Severity |  | Definition                                                                                                                                                                                                                                                                                                              |  | Response   Target |  | Resolution   Time Target |  | Permanent   Fix Target
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- |  | ------------------------ |  | ----------------------
|         |  |                                                                                                                                                                                                                                                                                                                         |  |                   |  |                          |  |                       
|One      |  | An error that renders the NGG System inoperative or causes the NGG   System to fail catastrophically resulting in a complete (100%) loss of   service for Subscribers at any Site or has caused a breach of   security or privacy data that causes the supported functionality to be   inaccessible to the Subscribers. |  | [**]              |  | [**]                     |  | [**]                  
|Two      |  | An error that affects performance of the NGG System   resulting in a material degradation of the NGG System response time, but   which does not rise to the level of a Severity 1 error.                                                                                                                                |  | [**]              |  | [**]                     |  | [**]                  

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

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|Three |  | A   non-catastrophic error, defect or problem in the NGG System that has caused   minor degradation in response time or functional performance and causes intermittent problems which impact operations   or the Subscribers ability to access the Internet and Customers products   and services.                                                            |  | [**] |  |  |  | [**]
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- |  |  |  | ----
|Four  |  | A   non-catastrophic error, defect or problem in the NGG System that has caused   minor degradation in response time or functional performance and causes intermittent problems which impact operations   or the Subscribers ability to access the Internet and Customers products   and services to which a work around has been made available to Customer. |  | [**] |  |  |  | [**]

|1.3 |       | Uptime Availability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 1.3.1 | Definitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |      | Outage-- A detected failure of the NGG   System on a Region-wide basis (excluding Planned Downtime) that prevents all   Subscribers within such Region from establishing a connection to the World   Wide Web.  Destinations other than the   World Wide Web 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 724s  area   of responsibility will be subject to the following calculation of Region   Availability Percentage and liquidated damages.  For each Outage, Region Availability calculations will begin   upon HPs notification to 724 Solutions of such Outage.
|    |      | Planned Downtime-- the total number of minutes during the   latest Reporting Period for which both Sites within a Region was planned by   HP and Customer to be unavailable  for   activities such as maintenance, updates, backups, etc.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |      | Region  each Customer   location pair designated in the diagram set forth in Section 1.3 of   Attachment I (NGG Joint Specifications Document, Statement of Work) to the   Master Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |      | Region Availability  The total number of minutes,   measured on a calendar month basis, that a Region is free from Outages.  Region Availability is a measure of   availability for valid Customer Subscribers to establish a connection to the   World Wide Web (or other destinations as agreed upon by the parties) through   the NGG System.                                                                                                                                                                                                                                                                                                                                               

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

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| |  | Region Availability Percentage--The   percentage calculated in Section 1.3.2 below (on a per calendar month, per   Region basis) which is used to measure Region Availability and calculate   liquidated damages set forth in Section 1.3.3 below.                                                
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Reporting Period--The selected span of time (one month) for   calculating Site and Region Availability.    Calculations are performed and reported monthly.  The Reporting Period is used in the   calculation to determine 724s sustained compliance with the specified   Availability Standard.
| |  | Review Meeting-- A formal meeting attended by HP, Sprint PCS,   and any related third party management (either by phone conference or in   person), in response to determination of non-compliance with Attachment II to   the Master Agreement.                                                  
| |  | Site The Sprint PCS locations set forth in Section 1.3 of Attachment I (NGG   Joint Specifications Document, Statement of Work) to the Master Agreement,   where the NGG System has been deployed and accepted.                                                                                  

1.3.2             Region Availability Measurement

HP will analyze the Region Availability data to determine the cause of the various Outages that occur.

The following definition is used in determining Region Availability Percentages.

| | MAXIMUM   AVAILABILITY represents the total number of minutes   during the latest Reporting Period of Region Availability.  Excluded from the Maximum Availability   calculation will be:
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | *                                                                                                                                                                                        
|  | *                                                                                                                                                                                        
|  | *                                                                                                                                                                                        
|  | *                                                                                                                                                                                        
|  | *                                                                                                                                                                                        
|  | *                                                                                                                                                                                        
|  | *                                                                                                                                                                                        
|  | *                                                                                                                                                                                        
|  | *                                                                                                                                                                                        
|  | *                                                                                                                                                                                        

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Region Availability Percentage = Region Availability/Maximum Availability

1.3.3             Availability Standard and Penalties

Liquidated damages will only apply when two Outages cause Region Availability Percentage to fall below [**]% (Availability Standards) within any 180 consecutive day period.   Upon assessment of liquidated damages (as described below), the then applicable 180 day period will end with respect to the first Outage, and a new 180 day period will commence on the second Outage. Liquidated damages will be payable by 724 to HP in the form of a credit toward future Maintenance Services under this Exhibit E, such credit to be applied in the calendar month following the Outage triggering liquidated damages, in the following amounts:

|Tiers |  | Region   Availability Percentage |  | Liquidated   Damage   Per Calendar   Month
|----- |  | -------------------------------- |  | ------------------------------------------
|      |  |                                  |  |                                           
|1     |  | [**]                             |  | [**]                                      
|2     |  | [**]                             |  | [**]                                      
|3     |  | [**]                             |  | [**]                                      
|4     |  | [**]                             |  | [**]                                      
|5     |  | [**]                             |  | [**]                                      

The total cap on liquidated damages for all Outages during each maintenance year will be the total License Software Support fees paid during that maintenance year.

Measurement of the Availability Standards, Region Availability Percentages, and liquidated damage assessment will begin  on the date of Production Use of the NGG System. The first Reporting Period will begin on the day of Production Use and will continue until the last day of the full calendar month on or after the date of Production Use.  For example, if Production Use begins on July 1st, then the first Reporting Period shall begin on July 1st and end on July 31st.  If Production Use begins on July 15th, then the first Reporting Period shall begin on July 15th and end on August 31st.  Subsequent evaluations will be performed each month in order to determine the sustained performance level over the Reporting Period.

Dependencies:

| | Customer will provide the needed   application monitoring information, as defined by HP (in Appendix A of   Attachment I (NGG Joint Specifications Document, Statement of Work) to the   Master Agreement), from the EMS tool.                        
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | HP and 724   mutually agree on Planned Downtime definitions.                                                                                                                                                                                          
| | Availability   calculations are based on the assumption that a validated request has been   received by the NGG System.                                                                                                                               
| | An Outage   cannot be caused by the failure of the Customer firewalls and/or the Public   Data Switched Network failure to handle a validated request.  Customer will provide the appropriate   proof should a dispute resolution process be required.

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

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| | 724 will   provide log files to be sent at regular intervals to EMS.  At launch, the log files will be sent as   one or more batch CLF files.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------

Review and Correction Procedures:

|In the event   that Availability Standards are not met, the following procedures will be put   into action:
|-----------------------------------------------------------------------------------------------------------
|                                                                                                          
|                                                                                                          
|                                                                                                          
|                                                                                                          

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|1.4   | Escalation Contact   List:
|----- | --------------------------
|      |                           
|1.4.1 | 724 Solutions:            

|Location   |  | Contact          |  | Title                                   |  | Phone   number and/or Email      
|---------- |  | ---------------- |  | --------------------------------------- |  | ---------------------------------
|           |  |                  |  |                                         |  |                                  
|Reston, VA |  | Alan   Prenoveau |  | Principal,   U.S. Professional Services |  | 703-251-4443   aprenoveau@724.com
|TBD        |  | TBD              |  | TBD                                     |  | TBD                              

1.4.2             HP:

|Location            |  | Contact          |  | Title                                  |  | Phone   number and/or Email           
|------------------- |  | ---------------- |  | -------------------------------------- |  | --------------------------------------
|                    |  |                  |  |                                        |  |                                       
|Kansas City         |  | Mike   Eberhardt |  | Account   Services Manager             |  | (816) 737-4951   mike_eberhardt@HP.com
|Downers   Grove, IL |  | Calvin   Swiger  |  | Director, IT   Infrastructure Services |  | (630) 724-5401   calvin_swiger@HP.com 
|Kansas City         |  | Bob Sartin       |  | District   Support Services Manager    |  | 816-737-4634                          
|Heartland Region    |  | Merrill   Norris |  | Area   Operations Manager              |  | 816-737-4952                          

|1.4 | Case Escalation Policies.
|--- | -------------------------

Cases may be escalated by HP when it believes such escalation is required, and 724 will handle the escalation per a procedure to be defined by HP within 30 days of contract execution.

|2.0 | Maintenance Services Fees and Increases.
|--- | ----------------------------------------

724 will provide the Maintenance Services described in this Exhibit E to HP for the NGG System Application Software and Custom Code. The Maintenance Services fees for the NGG System Application Software is described in Exhibit B to Exhibit C of the Subcontract and is invoiceable monthly in arrears, based upon the number of Subscribers activated during the preceding month.  The Maintenance Services fees for the Custom Code shall be $[**] per year, invoiceable on a quarterly or annual basis at the election of Customer. Maintenance Services for the Custom Code shall commence on the earlier of the date of Production Use or August 1, 2002, unless a delay in the Production Use date is caused by 724, in which case Maintenance Services for the Custom Code shall commence on the date of Production Use.  724 represents and warrants that, subject to agreement on the maintenance and support charges for [**] and [**] and payment by HP of such charges, Maintenance
Services will be continuously available for the NGG System Application Software and Custom Code for a period of [**]  years after Final Acceptance of the NGG System. The pricing under this Exhibit E shall expire after [**].  In spite of the termination of the Agreement, HP shall have the right to continue to purchase Maintenance Services under this Exhibit E as long as the Maintenance Services or similar services are available, subject to agreement on the applicable maintenance and support charges and payment by HP of such charges.

|                                                   
|---------------------------------------------------
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|3.0 | Additional Resources.
|--- | ---------------------

Schedule I to Exhibit E sets forth the personnel 724 has assigned and/or made available to provide Maintenance Services for the NGG System Application Software and Custom Code.  Should  Customer require additional customization, the associated Maintenance Services fees for Custom Code could potentially increase.

|4.0 | HP Maintenance Services Termination Rights.
|--- | -------------------------------------------

After the first anniversary of the date of Production Use, HP may terminate any or all portions of any Maintenance Services for the NGG System Application Software and Custom Code upon thirty (30) days prior written notice.  HP will be entitled to a pro rata refund of any prepaid Maintenance Services fees within sixty (60) days of its termination notice to 724.  Notwithstanding anything to the contrary, 724 shall not have any liability for not achieving the Availability Standard in the event of termination of the Maintenance Services or in the event of any substantive modification to the level of Maintenance Services to be provided pursuant to this Exhibit E (including but not limited to the number and responsibilities of 724 personnel and the deliverables set forth in the Schedule to this Exhibit E).  Any prepaid fees associated with the cancelled maintenance services will be refunded by 724 to HP.

|5.0                                                                                                                                                                                                                                         | Upgrades and Enhancements.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------
|During any   term of Maintenance Services, 724 will provide, install and integrate all   Software Upgrades and Software Feature Enhancements for the NGG System   Application Software following the approved change management procedures.

|5.1                Availability   of Upgrades and Enhancements. During any term of   Maintenance Services, 724 will make available to HP at least one Software   Upgrade per calendar quarter, if such Upgrades are generally available.  During any term of Maintenance Services   724 will also make available to HP Software Feature Enhancements that will   include, at a minimum, at least one Major Release (as defined below) and   Minor Releases (as defined below), each as mutually agreed by the parties and   as commercially available.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Major   Release means a change to the NGG System Application Software   designated by a change in the number to the left of the decimal point of the   version number of the NGG System Application Software (e.g. from 1.0 to 2.0).   Major Releases will include new feature functionality and all Minor Releases   to the previous Major Release.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | Minor   Release means a change to the NGG System Application Software   designated by a change in the number to the right of the first decimal point   of the version number of the WIG    Software (e.g. from 1.2 to 1.3). Minor Releases will include all   Software Upgrades to the previous Minor Release.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.2                Version Level Support.During the term of any Maintenance Services, 724 will support the then-current, commercially available release of the NGG System Application Software.  Any non-current version of the NGG System Application Software will be supported by 724 as set forth below:

| | (a) | Major Releases.Major
Releases will be supported by 724 for a period of [**]after the date that 724
makes the next Major Release generally available, except that: (i) 724 will not
provide Software Upgrades or Minor Releases after 24 months from the beginning
of such [**] period; and (ii) 724 will support only Severity 1 and Severity 2
errors during the [**] of such [**] period.  In any event, if 724 fails to
continue to make Major Releases available to HP, it will continue to provide
support to the last Major Release made available to HP by 724 as long as HP has
paid the applicable Maintenance Services fees, if any.                                                               
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Minor Releases.Minor Releases will be supported by   724 for the shorter of: (i) [**] after the date that 724 makes the next Minor   Release generally available; or (ii) [**] after 724 makes the next Major   Release generally available, except that: (i) 724 will not provide Software   Upgrades after [**] from the beginning of such [**] period; and (ii) 724 will   support only Severity 1 and Severity 2 errors during the [**] of such [**]   period. In any event, if 724 fails to continue to make Major Releases   available to HP, it will continue to provide support to the last Minor   Release made available to HP by 724 as long as HP has paid the applicable   support fees, if any;
| | (c) | Software Upgrades.   Software Upgrades will be supported by 724 for the shorter of: (i) [**] after   the date that 724 makes the next Software Upgrade generally available; or   (ii) [**] after 724 makes the next Minor Release generally available; or   (iii) [**] after 724 makes the next Major Release generally available, except   that 724 will support only Severity 1 and Severity 2 errors during the [**]   of such [**] period. In any event, if 724 fails to continue to make Major   Releases available to HP, it will continue to provide support to the last   Software Upgrade made available to HP by 724 as long as HP has paid the   applicable Maintenance Services fees, if any.    
| | (d) | End of Life.  724 will give HP a minimum of [**] prior   written notice of the discontinuance of the NGG System Application Software   .  724 will (i) provide support for   the last Major Release to the NGG System Application Software for the period   of assured availability of support for Major Releases as described in clause   (a) above or (ii) provide support for severity 1 and severity 2 errors to the   last Major Release of the NGG System Application Software during the [**]   notice period, whichever is longer.                                                                                                                                                                   

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

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6.0               Downtime.724 agrees that there will not be any downtime during installation of any Software Upgrade or Software Feature Enhancement activities, provided that appropriate Change Management processes are followed and the NGG System continues to be configured as set forth in Attachment I to the Master Agreement (NGG System Joint Specifications Document, Statement of Work).

7.0               Support Reviews.The dedicated on-site 724 Support Consultant will meet with HP and Customers Planning and Operations Team once a month to review and discuss mutually agreed upon topics focusing on the performance of the NGG System and 724s performance under this Exhibit E, as well as attend any required meetings to discuss penalty assessments and corrections.

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Schedule I to Exhibit E 724 Personnel

This Schedule I describes the core team of 724 people who will provide support to HP.

1.       724 Personnel

The 724 Solutions personnel will provide a combination of onsite and off-site support services.  Although, from time to time, onsite and offsite Support personnel may alternate roles, each role performs different primary tasks.

| | a. | Onsite   Support Consultants (OSCs) -  The   [**] OSCs will be dedicated to Sprint PCS and will be available   Monday through Friday, between 8:00 a.m. and 5:00 p.m. with the exception of   vacation, illness, training, meetings, and holidays.  The OSCs will perform the following   functions:                                                    
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                           
| | b. | Off-site   Support Consultants (FSCs) -  The   [**] FSCs will be dedicated to Customer and will be available Monday through   Friday, between 724s  normal business   hours, based on the time zone in which they work,  with the exception of vacation, illness, training, meetings,   and holidays.  The FSCs will perform   the following functions:

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

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| |  |  | act as the   primary contact for the planning, coordination, and definition of   enhancements to 724s products                                 
| |  | - | ------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | assess the   impact of product changes to Custom Code currently in production                                                                   
| |  |  | in support   of a 724 senior architect, provide guidance to help Customer plan the   introduction of new releases and functionality             
| |  |  | work with   Customer STIC personnel to plan the testing and evaluation of new releases   and/or new features or functions in the gateway product
| |  |  | support   problem resolution activities by coordinating activities between OSCs, 724s   Customer Support, and 724 Product Development          
| |  |  | assist in   the efforts to duplicate issues when applicable                                                                                     
| |  |  | assignments   and priorities are to be  mutually   agreed upon by the HP-supplied project manager and 724.                                      

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EXHIBIT F

INTENTIONALLY OMITTED



CONFIDNETIAL

EXHIBIT H

CHANGE ORDER FORM

|1. | Describe services or changes requested (attach   additional pages if necessary).
|-- | --------------------------------------------------------------------------------

|REQUESTED BY:
o |                                         | REQUESTED BY:
|--------------- | --------------------------------------- | -------------
|                | 724 Solutions Corp.                     |              
|                |                                         |              
|                |                                         |              
|                |                                         |              
|                | Authorized Representative Signature     |              
|                |                                         |              
|Name:           | _______________________________________ |              
|                |                                         |              
|Title:          | _______________________________________ |              
|                |                                         |              
|Date:           | _______________________________________ |              

|2. | Modifications, clarifications or supplements to description   of services or changes requested in Paragraph 1 above, if any (attach   additional pages if necessary):
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                      
|   |                                                                                                                                                                      
|   |                                                                                                                                                                      
|   |                                                                                                                                                                      
|   |                                                                                                                                                                      
|   |                                                                                                                                                                      
|3. | Assignment of necessary Subcontractor personnel and   resources (attach additional pages if necessary):                                                              

1



CONFIDNETIAL

| | 4. | Impact on price, Subcontractor Schedule, progress   payments, Subcontractor Specification, individual Subcontractor Deliverables,   and acceptance criteria (attach additional pages if necessary):
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    | a.                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    | b.                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    | c.                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    | d.                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    | e.                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                    

2



CONFIDNETIAL

Change Order Approved and Accepted:

|       | 724 Solutions Corp.                     |  | HP:   | %%HP-ADR-1%%                           
|------ | --------------------------------------- |  | ----- | ---------------------------------------
|       |                                         |  |       |                                        
|       |                                         |  |       |                                        
|       |                                         |  |       |                                        
|       | Authorized Representative Signature     |  |       | Authorized Representative Signature    
|       |                                         |  |       |                                        
|Name:  | _______________________________________ |  | Name: | _______________________________________
|       |                                         |  |       |                                        
|Title: | _______________________________________ |  | Title | _______________________________________
|       |                                         |  |       |                                        
|Date:  | _______________________________________ |  | Date: | _______________________________________

Change Order Rejected:

|       | 724 Solutions Corp.                     |  | HP:   | %%HP-ADR-1%%                           
|------ | --------------------------------------- |  | ----- | ---------------------------------------
|       |                                         |  |       |                                        
|       |                                         |  |       |                                        
|       |                                         |  |       |                                        
|       | Authorized Representative Signature     |  |       | Authorized Representative Signature    
|       |                                         |  |       |                                        
|Name:  | _______________________________________ |  | Name: | _______________________________________
|       |                                         |  |       |                                        
|Title: | _______________________________________ |  | Title | _______________________________________
|       |                                         |  |       |                                        
|Date:  | _______________________________________ |  | Date: | _______________________________________

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CONFIDNETIAL

EXHIBIT I

INSURANCE

|a) | Subcontractor will maintain the following insurance   coverages and the following policy limits:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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|   | 1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|   | 2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|   | 3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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|   | 4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|b) | Such policies will name HP, its officers, directors,   employees and agents as additional insureds and will stipulate that the   insurance afforded additional insureds will apply as primary insurance and   that no other insurance carried by any of them will be called upon to   contribute to a loss covered thereunder.                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|c) | If the insurance required hereby provides an   occurrence trigger of coverage (i.e., the date of the accident, bodily   injury, or property damage), then the insurance will be maintained   throughout the term of this Agreement and for a period of at least one year   thereafter.  If the insurance required   hereby provides a claims made trigger of coverage (i.e., the date on which   the claim is asserted), then the insurance will be maintained throughout the   term of this Agreement and for a period of at least three years thereafter.



CONFIDNETIAL

EXHIBIT J

ESCROW PROVISIONS

A.     Subcontractor will automatically deposit the source code of the NGG System Application Software and of any Software Upgrades and Software Feature Enhancements to the NGG System Application Software (the Escrowed Software) with the escrow agent under the Escrow Agreement.  The escrow agent will give HP written notice of any deposit by Subcontractor and any failure by Subcontractor, if applicable, to pay any escrow fees and expenses.    The source code delivered to the escrow agent will be in a form suitable for reproduction by HP.  Each source code deposit will comprise:  (i) the full source code language statement, (ii) all third-party software used in maintenance or enhancement of the Escrowed Software and not reasonably commercially available from third parties, (iii) the complete Escrowed Software, maintenance and support documentation, and (iv) all other materials necessary to allow a
reasonably skilled third-party programmer to maintain, modify or enhance the Escrowed Software without the assistance of any other person or reference to any other material.

B.     The Escrow Agreement will provide that on the happening of any of the following events, HP will give written notice to Subcontractor or the escrow agent, specifying the event, and the escrow agent will then promptly deliver to HP, and at HPs option, to Sprint PCS, all Escrowed Software source code and related escrowed materials.  The triggering events are:

| | (i)   | Subcontractor is unable or unwilling to correct any   defect that prevents the Escrowed Software from functioning in accordance   with Specifications or warranties contained in the Subcontract between HP and   Subcontractor to which this Exhibit J is attached (theSubcontract) after   having received a 30 day notice to cure this breach.                                                                                  
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Subcontractor has provided notice to HP that it is   unable, unwilling or has plans to discontinue maintenance services described   in the Subcontract.                                                                                                                                                                                                                                                                              
| | (iii) | Subcontractor is unable or unwilling to provide   Software Upgrades in accordance with the Subcontract.                                                                                                                                                                                                                                                                                                                              
| | (iv)  | Subcontractor is unable or unwilling to pay the   escrow fees or expenses required under the Escrow Agreement.                                                                                                                                                                                                                                                                                                                       
| | (v)   | Any sale, assignment or other transfer of   Subcontractor rights to the Escrowed Software, without the prior written   consent of HP, if the transfer would prevent Subcontractor from discharging   its obligations under the Subcontract.                                                                                                                                                                                         
| | (vi)  | Subcontractor becomes insolvent, makes a general   assignment for the benefit of creditors, or becomes the subject of a   voluntary or involuntary petition in bankruptcy, or if a receiver, trustee,   or custodian is appointed for Subcontractor business, or if Subcontractor   assets become subject to any proceedings under any bankruptcy or insolvency   law, or if Subcontractor has wound up or liquidated its business.

C.     If
Subcontractor or its successors or representatives, including any bankruptcy
trustee, rejects or terminates its agreement with HP under Title 11, § 365
of the United States Code, or any replacement provision therefor, HP will have
the right to retain all or any portion of its rights under such agreement and
any agreement supplementary thereto including, but not limited to, the Escrow
Agreement.  HPs rights include, but are not limited to, all rights to
continue to use, and have access to, all Escrowed Software source code and
related escrowed materials, including, upon written request by HP, the right
to obtain all current or deposited or both
Escrowed Software code and related materials from both Subcontractor (or its
trustee in bankruptcy) and the escrow agent immediately upon the rejection or
termination.

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CONFIDNETIAL

D.     If Subcontractor or its successors files or becomes the subject of an involuntary petition in bankruptcy, then unless and until Subcontractor (or its trustee in bankruptcy, if one has been appointed) rejects its agreement with HP, Subcontractor (or its trustee in bankruptcy) will (i) perform all obligations of Subcontractor under the Subcontract, (ii) provide HP with all current and/or Escrowed Software source code and related materials (whether or not such Escrowed Software source code has been delivered to the escrow agent) and (iii) not interfere with the release of the Escrowed Software source code and related escrowed materials by the escrow agent to HP.

E.     In conjunction with a distribution of the source code escrow described in Paragraph B, Subcontractor grants to HP, and at HPs option, to Customer, the perpetual right and license to use, modify and enhance the released source code of the Escrowed Software solely for the purpose of providing maintenance, support and warranty-related services to Customer, and Subcontractor agrees that the rights and licenses granted to HP are licenses to rights to intellectual property within the meaning, and for purposes of, Title 11, § 365(n) of the United States Code, or any replacement provision therefore, and that such rights and licenses are personal.

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