EXHIBIT 10.1





November 29, 2005


Stephen Morrison
 156 Por La Mar Circle
 Santa Barbara, CA 93103


Dear Stephen:


This letter agreement (the “Agreement”) amends and restates the employment agreement (the “Original Agreement”) dated February 19, 2001 between you, Stephen Morrison, and 724 Solutions Inc. (the “Company”), as amended on February 18, 2004.


The Company agrees to employ you and you accept such employment on a full time basis in the position of Chief Financial Officer and Senior Vice-President Corporate Services, upon the terms and conditions set forth in this Agreement. You will report directly to the Chief Executive Officer of the Company and indirectly to the Board of Directors of the Company (the “Board of Directors”).


Your duties and responsibilities shall consist of those necessary to perform the functions of the office of Chief Financial Officer and Senior Vice-President Corporate Services of the Company, including, without limitation, those duties set out in the document entitled “Board Mandate & Division of Responsibilities Between the Board of Directors & Management”.  You shall perform such duties and exercise such power as may from to time be determined by the Board of Directors of the Company.


You will devote to the business and affairs of the Company, all of the time and attention reasonably necessary to carry out the duties of your position, and will ensure that you are not at any time engaged in conduct which would constitute a conflict with the interests of the Company.  You will also comply with all Company policies as adopted by the Company from time to time.


Certain additional terms of your employment are set out on Schedule “A”, which forms an integral part of the Agreement. This Agreement together with the Confidentiality and Non-Competition Agreement attached as Schedule “B” constitute the entire agreement between the parties with respect to all of the subject matter hereof and the parties acknowledge and agree that its execution has not been induced by, nor do either of the parties rely upon or regard as material, any representations or writings whatsoever not incorporated and made a part of this Agreement.  This Agreement supersedes and replaces any prior agreements understandings, negotiations and discussions, whether oral or written, between the parties. 









If you are in agreement with the terms of this Agreement, please so indicate by signing in the space provided below. 


Yours truly,


John J Sims
 Chief Executive Officer


I agree to the terms of employment as described in this Agreement.

	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  


  	
  
 
  	
  


  	
  
 
  
	
  Stephen   Morrison
  	
  
 
  	
  
Date
  	
  
 
  











Schedule “A”


ADDITIONAL TERMS

	
  
1.
  	
  
Salary.  Your salary will be USD 180,000 per annum.   You shall be eligible to participate in an annual incentive bonus program,   with a target equal to 45% of  your   base salary. The actual bonus payout shall be determined based upon the   Company’s achievement level against financial and performance objectives   determined by the Company’s Board of Directors in its discretion from time to   time.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
2.
  	
  
Vacation.    You will be entitled to a vacation of 4 weeks in   each full calendar year.  Your   vacations shall be taken at such time as the Chief Executive Officer of the   Company may from time to time approve, having regard to the operations of the   Company.  A maximum of 5 unused   vacation days may be carried forward into the next calendar year.
  
	
   
  	
  
 
  	
  
 
  
	
  
3.
  	
  
Benefits.    You   will be eligible to participate in any plans generally maintained from time   to time by the Company for the benefit of the Company’ officers, including,   but not limited to, those pertaining to group life, accident, dental,   prescription, sickness and medical, and long term disability insurance on the   same terms and conditions as other similarly situated officers of the   Company.  Your share of premiums under   these plans, if any, can be deducted automatically from your paycheck on a   pre-tax basis.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
4.
  	
  
Options to Purchase Shares.  Subject to approval of the Board of   Directors, and you and the Company entering into the Company’s standard   Option Agreement, the Company hereby grants to you:
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
the option   to purchase 12,750 common shares of the Company (or the group of companies   that forms the Company), at their Fair Market Value (as defined in the 2005   Stock Incentive Plan) on the date of the grant, which option vests on and   continues from the first anniversary of the date of the grant; and
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
the option   to purchase 12,750 common shares of the Company (or the group of companies   that forms the Company), at their Fair Market Value (as defined in the 2005   Stock Incentive Plan) on the date of the grant, which option vests on and   continues from the second anniversary of the date of the grant; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
the option   to purchase 12,750 common shares of the Company (or the group of companies   that forms the Company), at their Fair Market Value (as defined in the 2005   Stock Incentive Plan) on the date of the grant, which option vests on and   continues from the third anniversary of the date of the grant; and
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
the option   to purchase 12,750 common shares of the Company (or the group of companies   that forms the Company), at their Fair Market Value (as defined in the 2005   Stock Incentive Plan) on the date of the grant, which option vests on and   continues from the fourth anniversary of the date of the grant.
  










	
  
5.
  	
  
Termination
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(a)
  	
  
Termination of Employment.  Neither the   Company nor you makes any representation to the other that employment will   continue for a set period of time or that employment will be terminated only   under particular circumstances.  Both   the Company and you may terminate your employment at any time or for any   reason, subject to the provisions of this agreement.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(b)
  	
  
Termination Obligations.  You agree as follows:
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
All   property, including, without limitation, all equipment, tangible proprietary   information (including confidential data), documents, books, records,   reports, notes, contracts, lists, computer disks (and other   computer-generated files and data), and copies thereof, created on any medium   and furnished to, obtained by, or prepared by you in the course of or   incident to your employment, belongs to the Company or its affiliates and   shall be returned promptly to the Company upon termination of your employment   by either the Company, for any reason (and whether for Cause or not), or you.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
All benefits   to which you are otherwise entitled shall cease upon your termination for any   reason (and whether for Cause or not), unless explicitly continued either   under this Agreement, under any specific written policy or benefit plan of   the Company or its affiliates, or as may be required by statute.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
Upon   termination of employment for any reason (and whether for Cause or not) under   this Agreement, you shall be deemed to have resigned from all offices and   directorships then held with the Company or any subsidiary.  You shall sign any document or do such   things that are reasonably required by the Company to give effect to any such   resignation.  Should you fail to do   so, any director of the Company is hereby irrevocably authorized in your name   and on his behalf to sign any document or do any thing that is required to   give effect thereto.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iv)
  	
  
Your   obligations under this section    “Termination” shall survive the termination of this Agreement and the   termination of employment for any reason (and whether for Cause or not).
  











	
  
 
  	
  
 
  	
  
(v)
  	
  
Following   any voluntary termination of employment or termination for Good Reason by   you, you shall, where reasonably requested by the Company, reasonably   cooperate with the Company for a reasonable period of time after such   termination of employment in the orderly transition of duties and work   assignments to other employees of the Company and its affiliates, provided   that the Company continues to pay you compensation on a per diem basis, at a   rate equal to your base salary in effect at your date of termination, during   any such reasonable period of time that your cooperation is requested.  You shall also reasonably cooperate, at   the Company’s expense, in the defense of any action brought by any third   party against the Company and its affiliates that relates in any way to your   acts or omissions while employed by the Company and its affiliates.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(c)
  	
  
Termination upon Death.  If you die during your employment, this   Agreement shall automatically terminate.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(d)
  	
  
Termination upon Disability.  If during your   employment, you shall become physically or mentally incapacitated and as a   result thereof you are unable to perform the essential functions of your   position with or without a reasonable accommodation, for a continuous period   of more than 120 days, then the Company and you specifically agree that this   Agreement has been frustrated, and therefore the Company is entitled to   terminate your employment on one month’s notice or grant you one month’s   salary in lieu of notice.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(e)
  	
  
Termination of Employment Term Without Cause.    Subject to Section (g), the Company reserves the right to terminate your   employment without Cause at any time upon paying to the you a lump sum amount   (the “Severance Amount”) equal to the sum of the following:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
(i)
  	
  
nine (9)   months of your then current base salary; and
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
the product   nine (9) multiplied by your Average Monthly Bonus,
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
in each   case, less statutory deductions and withholdings, which amount the parties   agree is pay-in-lieu of reasonable notice. You agree to release the Company   and its affiliates from any action, cause of action, claim or demand against   the Company or any other person, which may arise as a consequence of such   termination and to sign a waiver and release to this effect in a form   satisfactory to the Company as a condition to receiving payment under this   Section (e). For purposes of this Agreement, “Average Monthly Bonus” means an   amount equal to the quotient obtained by dividing the total amount of bonus   earned by you in the twelve (12) months immediately prior to the date of your   termination by twelve (12).
  










	
  
 
  	
  
(f)
  	
  
  Termination for Good Reason.  You may terminate your employment for Good   Reason at any time.  Upon such   termination for Good Reason, the Company shall pay you the Severance   Amount.  You agree to release the   Company and its affiliates from any action, cause of action, claim or demand   against the Company or any other person, which may arise as a consequence of   such termination and to sign a waiver and release to this effect in a form   satisfactory to the Company as a condition to receiving payment under this   Section (f).  For purposes of this   Agreement, “Good Reason” will exist at any time following the occurrence of   one or more of the following events without your written consent:

	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(i)
  	
  
subject to   Section (g), the assignment to you of any duties materially inconsistent with   your position, authority, duties or responsibilities pursuant to this   Agreement or any other action by the Company that results in a material   diminution in such position, authority, duties or responsibilities;
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
a reduction   in your compensation and benefits as set forth in Schedule “A”; or
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
relocation,   without your consent of your place of employment by more than fifty (50)   miles;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
provided,   however, that you shall not terminate your employment hereunder unless you   first give notice of your intention to terminate and the grounds for such   termination, and the Company has not, within thirty (30) days following   receipt of such notice, cured such Good Reason.
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
(g)
  	
  
Special Considerations on Change of Control.   Notwithstanding Section (e) and Section (f)(i), you acknowledge and agree   that if a Change of Control has occurred, and in connection with that Change   of Control, (i) the acquirer (or its affiliate) offers you employment or   continues your employment in a position that is, when taken as a whole,   comparable in all significant respects to your position, authority, duties   and responsibilities with the Company prior to such Change of Control (it   being understood that your title, reporting relationship, responsibilities or   authority may change as a result of the Change of Control), and (ii) your   employment is not terminated by the acquirer (or its affiliate) within twelve   (12) months of the Change of Control, then the Company shall not be obligated   to pay you the Severance Amount. For purposes of the foregoing, “Change of   Control” means any one person, corporation or other entity
acquires directly   or indirectly (i) 50% or more of the Company’s voting securities, or (ii) all   or substantially all of the Company’s assets.
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(h)
  	
  
Termination of Employment Term for Cause.   the Company may at any time and without notice immediately terminate your   employment for Cause and you shall have no right to receive any compensation   or benefit hereunder (with the exception of compensation earned but unpaid as   of the termination date).  For   purposes of this Agreement, “Cause” will exist at any time following the   occurrence of one or more of the following events:
  










	
  
 
  	
  
 
  	
  
(i)
  	
  
any willful   act of personal dishonesty, fraud or misrepresentation taken by you in connection   with his responsibilities as an employee which was intended to result in your   substantial gain or personal enrichment at the expense of  the Company or its affiliates;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(ii)
  	
  
your   conviction of a felony (other than driving-related offenses), or the   equivalent in a jurisdiction other than the United States, on account of any   act which was materially injurious to the Company or any of its affiliates,   or the reputation of the Company or any of its affiliates, as reasonably   determined by the Board of Directors of the Company;
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
(iii)
  	
  
your willful   and continued failure to substantially perform your principal duties and   obligations of employment (other than any such failure resulting from   incapacity due to physical or mental illness;
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
provided,   that for purposes of this Section (h), no act or failure to act shall be   considered “willful” unless done or omitted to be done by you in bad faith   and without reasonable belief that the act or omission was in or not opposed   to the best interests of  the Company;   provided, further, that the Company shall not terminate your employment under   clause (iii) of this Section (h) unless the Company first gives notice of its   intention to terminate and the grounds for such termination, and you have   not, within thirty (30) days following receipt of such notice, cured such   failure.
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
(i)
  	
  
Voluntary Termination Period.  You may terminate this Agreement upon   giving of 12 weeks’ prior notice to the Company (or such lesser period of   time as the parties may agree upon), in which case this Agreement shall   terminate at the expiration of such 12 week period without any other notice   or any payment of salary or benefit plan contributions subsequent to the   termination of this Agreement.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(j)
  	
  
Repayment of Bonuses and Other Advances.  You agree to permit the Company or its   affiliates to deduct the amount of any advanced bonuses or other monies   advanced to you during your employment and so designated as advanced amounts,   from any compensation due you under this Section “Termination”.
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(k)
  	
  
Treatment of Stock Options, Restricted Stock and Other Securities.  Notwithstanding any other provisions of   this Agreement, upon any termination of you for any reason and whether for   Cause or not, any options, restricted stock or other securities held by you   but subject to vesting which is contingent upon continued employment with the   Company or its affiliates shall be governed by the provisions of the   applicable stock plans and repurchase and award agreements.
  










Schedule “B”


724 Solutions Inc.


Confidentiality and Non-Competition Agreement


                    In consideration of my employment by 724 Solutions Inc. (the “Company”), the Company’s promise to disclose to me confidential and proprietary information and trade secrets of the Company, and the compensation now and hereafter paid to me, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees with the Company as follows:


          1.       Recognition of Company’s Rights; Nondisclosure.   At all times during the term of my employment and thereafter, I will hold in strictest confidence and will not disclose, use, lecture upon, or publish any of the Company’s Proprietary Information (defined below), except as such disclosure, use, or publication may be required in connection with my work for the Company, or unless the President or the Board of Directors of the Company expressly authorizes such in writing.  The term “Proprietary Information” shall mean trade secrets, confidential knowledge, data, or any other proprietary information of the Company and each of its subsidiaries or affiliated companies.  By way of illustration but not limitation, “Proprietary Information” includes (a) inventions, foreign and domestic patent rights, copyrights, sui
generis rights, trade secrets, mask work rights, ideas, processes, formulas, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques (hereinafter, such included Proprietary Information is collectively referred to as “Works”); (b) information regarding plans for research, development, new products and services, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers, and customers; and (c) information regarding the skills and compensation of other employees of the Company.  However, I shall not be obligated under this paragraph with respect to information I can document is or becomes readily publicly available without restriction through no fault of mine.


          2.       Third Party Information.  I understand, in addition, that the Company may from time to time receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.  During the term of my employment and thereafter, I will hold Third Party Information in the strictest confidence and will not disclose (to anyone other than Company personnel who need to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless expressly authorized by an executive officer of the Company in writing.


          3.       Assignment of Works.  


                              (a)  Company shall own and I hereby assign to the Company all my right, title, and interest in and to any and all Works (and all Proprietary Rights with respect thereto), whether or not patentable or registrable under copyright or similar statutes, that were made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment with the Company to the fullest extent allowable by law, and I will promptly disclose such Works to Company.  If I use or disclose my own or any third party’s confidential information or intellectual property when acting within the scope of my employment or otherwise on behalf of Company, Company will have and I hereby grant Company a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and
exercise all such confidential information and intellectual property rights.









                              (b)  I acknowledge that all original works of authorship that are made by me (solely or jointly with others) during the term of my employment with the Company and that are within the scope of my employment and protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. § 101).  Works assigned to the Company by this paragraph 3 are hereinafter referred to as “Company Works.”


                              (c)  To the extent allowable by law, Company Works includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” droit moral rights,” or the like (collectively “Moral Rights”).  To the extent I retain any such Moral Rights under applicable law, I hereby waive such Moral Rights and consent to any action with respect to such Moral Rights by or authorized by Company and specifically grant Company the right to alter such Company Works.  I will confirm any such waivers and consents from time to time as requested by Company.


          4.       Enforcement of Proprietary Rights.  I will assist the Company in every proper way to obtain and from time to time enforce United States and foreign Proprietary Rights relating to Company Works in any and all countries.  To that end I will execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof.  In addition, I will execute, verify, and deliver assignments of such Proprietary rights to the Company or its designee.  My obligation to assist the Company with respect to Proprietary Rights relating to such Company Works in any and all countries shall continue beyond the termination of my employment, but the Company shall
compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance.


                    In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf to execute, verify, and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph thereon with the same legal force and effect as if executed by me.  I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, that I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.


          5.       Obligation to Keep Company Informed.  During the period of my employment, I will promptly disclose to the Company fully and in writing and will hold in trust for the sole right and benefit of the Company any and all Works.  In addition, I will disclose all patent applications filed by me during the three (3) years after termination of my employment with the Company.


          6.       Prior Inventions.  Inventions, if any, patented or unpatented, that I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement.  To preclude any possible uncertainty, I have set forth on Exhibit A attached hereto a complete list of all inventions that I have, alone or jointly with others, conceived, developed, or reduced to practice or caused to be conceived, developed, or reduced to practice prior to commencement of my employment with the Company, that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement.  If disclosure of any such invention on Exhibit A would cause me to violate any prior confidentiality agreement, I understand that I am not to list such inventions in Exhibit A but am to inform the Company that all
inventions have not been listed for that reason.









          7.       Other Activities; Non-Competition; Non-Solicitation.

	
  
 
  	
  
          (a)          During   the term of my employment with the Company, I will not, directly or   indirectly, participate in the ownership, management, operation, financing or   control of, or be employed by or consult for or otherwise render services to,   any person, corporation, firm, or other entity that competes in the State of   California, or in any other state in the United States, or in any country in   the world with the Company in the conduct of the business of the Company as   conducted or as proposed to be conducted, nor shall I engage in any other   activities that conflict with my obligations to the Company.
  
	
   
  	
  
 
  
	
  
 
  	
  
          (b)          In   consideration of the premises hereof and in further consideration of the   Company’s promise to disclose to me confidential and proprietary information   and trade secrets of the Company and the Company’s promise to provide me with   immediate specialized training, and the experience I will gain throughout my   employment with the Company, and for other good and valuable consideration,   the receipt and sufficiency of which is hereby acknowledged, I hereby agree   that for a period of one (1) year after the date that my employment with the   Company is terminated, for any reason, I will not, directly or indirectly,   (i) compete in the state of California, or in any other State of the   United States, or in any country in the world where the Company engages in   business, or proposes to engage in business, on the date of
the termination   of my employment with the Company, or (ii) participate in the ownership,   management, operation, financing, or control of, or be employed by or consult   for or otherwise render services to, any person, corporation, firm, or other   entity that competes in the state of California, or in any other State of the   United States, or in any country in the world with the Company in the conduct   of the business of the Company as conducted and as proposed to be conducted   on the date of termination of my employment.    Notwithstanding the foregoing, I am permitted to own up to 5% of any   class of securities of any corporation that is traded on a national   securities exchange or through Nasdaq.
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (c)             During the term   of my employment and for a period of one (1) year after my employment with   the Company is terminated for any reason, I will not, directly or indirectly,   individually or on behalf of any other person, firm, partnership,   corporation, or business entity of any type, hire, solicit, assist or in any   way encourage any current employee or consultant of the Company or any   subsidiary of the Company to terminate his or her employment relationship or   consulting relationship with the Company or subsidiary nor will I hire or   solicit the employment services of any former employee of the Company or any   subsidiary of the Company whose employment has been terminated for less than   six (6) months.
  
	
   
  	
  
 
  
	
  
 
  	
  
          (d)          For   a period of one (1) year after my employment with the Company is terminated   for any reason, I will not, directly or indirectly, individually or on behalf   of any other person, firm, partnership, corporation, or business entity of   any type, solicit, contact, call upon, communicate with, or attempt to   communicate with, any Customer of the Company.
  




          8.       No Improper Use of Materials.  I understand that I shall not use the proprietary or confidential information or trade secrets of any former employer or any other person or entity in connection with my employment with the Company.  During my employment by the Company I will not improperly use or disclose any proprietary or confidential information or trade secrets, if any, of any former employer or any other person or entity to whom I have an obligation of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person or entity to whom I have an obligation of confidentiality unless consented to in writing by that former employer, person, or entity.









          9.       No Conflicting Obligation.  I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement between me and any other employer, person or entity.  I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.


          10.     Return of Company Documents.  When I leave the employ of the Company, I will deliver to the Company all drawings, notes, memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing any Company Works, Third Party Information, or Proprietary Information of the Company.  I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.


          11.     Legal and Equitable Remedies.  Because my services are personal and unique and because I will have access to and become acquainted with the Proprietary Information of the Company, the Company shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance, or other equitable relief, without bond and without prejudice to any other rights and remedies that the Company may have for a breach of this Agreement.


          12.     Authorization to Notify New Employer.  I hereby authorize the Company to notify my new employer about my rights and obligations under this Agreement following the termination of my employment with the Company.


          13.     Notices.  Any notices required or permitted hereunder shall be given to the appropriate party at the address specified in the Employment Agreement between me and the Company.  Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three days after the date of mailing.


          14.     General Provisions.


                              14.1     Governing Law.  This Agreement will be governed by and construed according to the laws of the State of California without regard to conflicts of law principles.


                              14.2     Exclusive Forum.  I hereby irrevocably agree that the exclusive forum for any suit, action, or other proceeding arising out of or in any way related to this Agreement shall be in the state or federal courts in California, and I agree to the exclusive personal jurisdiction and venue of any court in California.


                              14.3     Entire Agreement.  This Agreement sets forth the entire agreement and understanding between the Company and myself relating to the subject matter hereof and supercedes and merges all prior discussions between us.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged.  Any subsequent change or changes in my duties, salary, or compensation will not affect the validity or scope of this Agreement.  As used in this Agreement, the period of my employment includes any time during which I may be retained by the Company as a consultant.









                              14.4     Assignment. You acknowledge that the Company may assign this agreement and the benefits of your covenants and obligations under this agreement to any person who purchases all or substantially all the assets of the Company.  In addition, this agreement and the rights and obligations of the Company may be assigned at any time by the Company to an affiliate of the Company.  Subject to the forgoing, neither this agreement nor any rights or obligations hereunder shall be assignable by any party without the prior written consent of the other party.  Subject thereto, this agreement shall enure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, legal personal representatives, successors
(including any successor by reason of amalgamation or statutory arrangement of any party) and permitted assigns.


                              14.5     Severability.


                              (a)     I acknowledge and agree that each agreement and covenant set forth herein constitutes a separate agreement independently supported by good and adequate consideration and that each such agreement shall be severable from the other provisions of this Agreement and shall survive this Agreement.


                              (b)     I understand and agree that Section 7 of this Agreement is to be enforced to the fullest extent permitted by law.  Accordingly, if a court of competent jurisdiction determines that the scope and/or operation of Section 7 is too broad to be enforced as written, the Company and I intend that the court should reform such provision to such narrower scope and/or operation as it determines to be enforceable, provided, however, that such reformation applies only with respect to the operation of such provision in the particular jurisdiction with respect to which such determination was made.  If, however, Section 7 is held to be illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then (i) such provision
shall be fully severable, (ii) this Agreement shall be construed and enforced as if such provision was never a part of this Agreement, and (iii) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance.


                              14.6     Successors and Assigns.


                    This Agreement will be binding upon my heirs, executors, administrators, and other legal representatives and will be for the benefit of the Company, its successors and assigns.


                              14.7     Survival.  The provisions of this Agreement shall survive the termination of my employment for any reason and the assignment of this Agreement by the Company to any successor in interest or other assignee.  I further understand and agree that the phrase “term of employment” contained herein shall include any period of time during which I am retained by the Company as a consultant and/or independent contractor.


                              14.8     Waiver.  No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach.  No waiver by the Company of any right under this Agreement shall be construed as a waiver of any other right.  The Company shall not be required to give notice to enforce strict adherence to all terms of this Agreement.


                              14.9     Headings.  The headings to each section or paragraph of this Agreement are provided for convenience of reference only and shall have no legal effect in the interpretation of the terms hereof.  









                    This Agreement shall be effective as of November 29, 2005.


                    I UNDERSTAND THAT THIS AGREEMENT AFFECTS MY RIGHTS TO INVENTIONS I MAKE DURING MY EMPLOYMENT, RESTRICTS MY RIGHT TO DISCLOSE OR USE THE COMPANY’S PROPRIETARY INFORMATION DURING OR SUBSEQUENT TO MY EMPLOYMENT, AND PROHIBITS ME FROM COMPETING WITH THE COMPANY AND/OR FROM SOLICITING EMPLOYEES AND CUSTOMERS OF THE COMPANY FOR ONE (1) YEAR AFTER MY EMPLOYMENT WITH THE COMPANY IS TERMINATED FOR ANY REASON.


                    I HAVE READ THIS CONFIDENTIALITY AND NON-COMPETE AGREEMENT  CAREFULLY AND UNDERSTAND ITS TERMS.  I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.

	
  Dated:   ___________________ 2005.
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Stephen   Morrison
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
156 Por La Mar Circle
  
	
  
 
  	
  
 
  	
  
Santa Barbara, California
  
	
  
 
  	
  
 
  	
  
93103
  
	
  
 
  	
  
 
  	
  
 
  
	
  
ACCEPTED AND   AGREED TO:
  	
  
 
  	
  
 
  
	 
	  
	  

	
   
  	
  
 
  	
  
 
  
	
  


  	
  
 
  	
  
 
  
	
  
John Sims
  	
  
 
  	
  
 
  
	
  
Chief   Executive Officer
  	
  
 
  	
  
 
  











EXHIBIT A


_________________________________


_________________________________


Ladies and/or Gentlemen:


          1.     The following is a complete list of all inventions or improvements relevant to the subject matter of my employment by 724 Solutions Inc. (the “Company”) that have been made or conceived or first reduced to practice by me alone or jointly with others prior to my employment by the Company that I desire to remove from the operation of the Company’s Confidentiality and Non-Compete Agreement.

	
  x
  	
  
No   inventions or improvements.
  




______See below:


______Additional sheets attached.


          2.     I propose to bring to my employment the following materials and documents of a former employer:


______No materials or documents.


______See below:

	
  
 
  	
  
 
  
	
   
 	
  


  
	
   
 	
  
Signature
  
	
   
 	
  
 
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
Date