Secured Convertible Promissory Note Purchase Agreement

TECHNOLOGY LICENSE AGREEMENT

This Agreement is made the day of , .

BETWEEN

, a corporation incorporated under the laws of , having its principal place of business at ("")

-AND-

, a national banking association, having an office at ("")

BACKGROUND:

1. 724 is in the business of designing, developing and marketing Internet-based electronic banking applications over a variety of access platforms.

2. Pursuant to a letter of intent entered into by 724 and BofA, dated as of December 21, 1998, 724 had agreed to license to BofA certain technology developed by 724 as at the date of this Agreement and during the period commencing on the date hereof, until February 1, 2000 (the "First Anniversary") in return for a specified license fee.

3. 724 and Bank of America Corporation ("BAC"), an affiliate of BofA, have entered into a subscription agreement, dated as of the date hereof, pursuant to which BAC has agreed to subscribe for certain shares of 724.

ARTICLE I

INTERPRETATION

1.1 DEFINITIONS. In this Agreement, the following expressions shall have the following meanings:

"1999 DEVELOPMENT PLAN" means the 1999 technology development plan for 724 determined by the Parties and attached hereto as Schedule "B";

"2000 DEVELOPMENT PLAN" means the 2000 technology development plan for 724 to be determined by the Parties in accordance with Section 2.13 hereof;

"2000 SHARES" means the 270,895 common shares of 724 to be issued to BAC as at the First Anniversary;

"AFFILIATE" has the following meaning:

(a) one body corporate shall be considered Affiliated with another body corporate if, but only if, one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person;

(b) a body corporate shall be considered to be controlled by a person or by two or more bodies corporate if, but only if:

(i) voting securities of the first-mentioned body corporate carrying more than 50% of the votes for the election of directors are held, other than by way of security only, by or for the benefit of such other bodies corporate; and

(ii) the votes carried by such securities are sufficient, if exercised, to elect a majority of the board of directors of the first-mentioned body corporate;

"LICENSE FEE" is ;

"LICENSE FEE HOLDBACK" means of the License Fee;

1.2 HEADINGS. The headings in this Agreement are for convenience of reference only and shall not affect the construction or interpretation hereof.

1.3 EXTENDED MEANINGS. Words in the singular include the plural and vice-versa and words in one gender include all genders.

1.4 ENTIRE AGREEMENT. The Parties agree that this Agreement, the Maintenance and Support Agreement and the Subscription Agreement constitute the complete and exclusive statement of the terms and conditions between them.

1.5 INVALIDITY. If any of the provisions contained in this Agreement are found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions shall not be affected.

1.6 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States applicable therein.

1.7 CURRENCY. Except as otherwise expressly provided in this Agreement, all dollar amounts referred to in this Agreement are stated in the lawful currency of the United States of America.

1.8 COMPUTATION OF TIME. When calculating the period of time within which or following which any act is required or permitted to be done, the date which is the reference date in calculating such period shall be excluded.

1.9 SCHEDULES. The following Schedules are incorporated into and form part of this Agreement:

Schedule "A" Arbitration Rules of Procedure

Schedule "B" 1999 Development Plan

Schedule "C" Principal Milestones of the 2000 Development Plan

Schedule "D" Form of Maintenance and Support Agreement

ARTICLE II

GRANT OF LICENSE

2.1 GRANT OF LICENSE. Subject to the terms and conditions hereof, 724 grants to BofA a non-exclusive, non-transferable, fully paid-up, royalty-free, irrevocable, worldwide, perpetual license.

2.2 RESTRICTIONS ON USE. BofA shall not transfer, assign, lease, export, grant a sublicense of, or otherwise make available the Licensed Technology or 724's Confidential Information except as authorized herein.

2.3 SCOPE OF LICENSED TECHNOLOGY. In addition to the items specified in the definition of "LICENSED TECHNOLOGY" appearing in Section 1.1, "LICENSED TECHNOLOGY" shall include the following:

2.3.1 CONTINUING ALLIANCE BEYOND SECOND ANNIVERSARY.

If BofA pays the full amount of the License Fee and BAC subscribes for and pays to 724 the full subscription price for the 2000 Shares in accordance with the terms and conditions of the Subscription Agreement, it may elect prior to the Second Anniversary to continue as a development partner with 724 for an additional year.

2.3.2 SECOND ANNIVERSARY.

If BofA pays the full amount of the License Fee and BAC subscribes for and pays to 724 the full subscription price for the 2000 Shares, the Licensed Technology shall include all 724 Technology developed up to the Second Anniversary.

2.3.3 PREFERRED CUSTOMER OPTION BEYOND SECOND ANNIVERSARY.

If BofA elects not to enter into the Continuing Alliance, BofA may obtain a license for additional 724 Technology upon payment of applicable license fees.

2.4 BOFA COMMITMENT. BofA acknowledges and agrees that it has committed to working with 724 towards achieving the Deliverables, and unconditionally agrees to pay the non-refundable License Fee.

2.5 MAINTENANCE AND SUPPORT AGREEMENT. 724 will provide maintenance and support services in respect of the Licensed Technology in accordance with the Maintenance and Support Agreement.

2.6 CUSTOMER AND AFFILIATES LICENSE AGREEMENTS. Where BofA enters into a sublicense, BofA shall enter into license agreements with Customers of BofA and Affiliates of BofA in a form satisfactory to 724.

2.7 PROVISION OF LICENSED TECHNOLOGY AND BOFA FUNDED IMPROVEMENTS. Upon request by BofA, 724 shall provide to BofA the source code version and supporting documentation.

2.8 OWNERSHIP OF LICENSED TECHNOLOGY AND RELATED INTELLECTUAL PROPERTY RIGHTS. BofA acknowledges and agrees that the Licensed Technology and all Intellectual Property Rights therein are and shall at all times remain the exclusive property of 724.

2.9 BOFA REQUESTED IMPROVEMENTS. From time to time, BofA may request and/or fund certain additional functionality (each an "IMPROVEMENT").

2.10 WAIVER OF MORAL RIGHTS. 724 agrees to use commercially reasonable efforts to cause any employee, permitted subcontractor or any other person involved in development to irrevocably waive moral rights.

2.11 THIRD PARTY MATERIALS. BofA acknowledges that certain Third Party Materials may be required in order to develop, compile, use or operate the Licensed Technology and BofA Funded Improvements.

2.12 COMPLIANCE WITH LAWS. BofA shall fully comply with all applicable export control and other relevant laws and regulations.

2.13 TECHNOLOGY DEVELOPMENT PLANS. The Parties shall use commercially reasonable efforts to work together to develop a mutually agreeable 2000 Technology Plan.

2.14 ACCEPTANCE TESTING. Each Deliverable and BofA Funded Improvement will be subjected to acceptance testing by BofA during an Acceptance Test Period.

2.15 PROJECT MANAGEMENT. Each Party agrees to designate a project manager who shall have authority to bind the Party in limited respects.

2.16 DELIVERY. Any and all supplies of property made pursuant to this Agreement shall be delivered or made available to BofA and Affiliates of BofA outside of Canada.

ARTICLE III

FEES & PAYMENT TERMS

3.1 FEES AND CHARGES. BofA agrees to pay the following charges as follows:

(a) LICENSE FEE. The License Fee shall be paid as follows:

(i) on execution of this Agreement;

(ii) on February 1, 2000;

(iii) on each of the specified dates;

and the balance of the License Fee Holdback shall be paid upon acceptance, or deemed acceptance, of the Deliverables.

(b) CONTINUING ALLIANCE FEE. BofA shall pay the Continuing Alliance Fee if it elects to commence or extend the Continuing Alliance.

(c) PREFERRED CUSTOMER LICENSE FEE. BofA shall pay the license fee in accordance with Section 2.3.3 if BofA exercises its right to license additional technology.

(d) THIRD PARTY MATERIALS. BofA shall pay all amounts due to 724 and/or licensors of Third Party Materials.

(e) TRAVEL AND COMMUNICATION EXPENSES. BofA shall reimburse 724 for all reasonable travel expenses incurred outside Metropolitan Toronto.

3.2 INVOICES. Unless otherwise specified, 724 shall invoice BofA for any amount payable hereunder no earlier than 30 days in advance of the date that such payment is due.

3.3 TAXES. BofA shall pay to 724 all taxes, duties, levies, imposts and other charges in connection with this Agreement.

3.4 LATE FEES. If BofA fails to make payment, BofA shall pay interest on such overdue amount at a rate per annum equal to .

3.5 REPRESENTATIONS AND WARRANTIES OF BOFA. BofA represents and warrants that it is a non-resident of Canada and is not registered pursuant to subdivision d of Part IX of the ETA.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND INDEMNITIES

4.1 REPRESENTATIONS AND WARRANTIES OF 724.

4.1.1 Ownership. Except in respect of Third Party Materials, 724 is the owner or licensor of the Intellectual Property Rights in the Licensed Technology.

4.1.2 Third Party Materials. Unless otherwise notified, 724 has obtained all licenses and waivers necessary to permit BofA to use the Licensed Technology.

4.1.3 Infringements by 724. The Licensed Technology does not infringe any Intellectual Property Rights, other than patent rights, of any third party.

4.1.4 No Conflicting Agreements. 724 is not under and will not assume any contractual obligation that conflicts with its obligations or the rights granted in this Agreement.

4.1.5 Virus Warranty. 724 will use all commercially reasonable efforts to ensure that all Licensed Technology and BofA Funded Improvements delivered to BofA are free of any known computer software viruses.

4.1.6 Disabling Devices. Neither the Licensed Technology nor the BofA Funded Improvements contain any back door, time bomb, worm, Trojan horse or software routine designed to disable the Licensed Technology.

4.2 YEAR 2000 COMPLIANCE. 724 represents and warrants that the Licensed Technology and BofA Funded Improvements will be in Year 2000 Compliance.

4.3 CONTRACTUAL RESPONSIBILITY AND INDEMNIFICATION OBLIGATIONS OF 724 IN FAVOUR OF BOFA.

4.3.1 Direct Damages. 724 covenants and agrees to pay, be liable for, compensate and save harmless the BofA Group from and against any Direct Claim.

4.3.2 Indirect Damages. 724 covenants and agrees to be liable for claims made by Affiliates of BofA, Customers of BofA and Customers of BofA's Affiliates where Gross Negligence, recklessness or willful misconduct is established.

4.3.3 IP Infringement Claims. 724 covenants and agrees to be liable for claims arising out of the Licensed Technology or any BofA Funded Improvements infringing or being alleged to infringe any Intellectual Property Right.

4.4 CONTRACTUAL RESPONSIBILITY AND INDEMNIFICATION OBLIGATIONS OF BOFA TO 724.

4.5 LIMITATION OF LIABILITY FOR THE BENEFIT OF BOFA.

4.6 LIMITATIONS FOR THE BENEFIT OF 724.

4.7 GENERAL ACKNOWLEDGEMENTS FOR THE BENEFIT OF BOTH BOFA AND 724.

4.8 EXCLUSION OF OTHER WARRANTIES. Except as otherwise expressly stated herein, there are no express or implied warranties or conditions in relation to the Licensed Technology, BofA Funded Improvements, documentation, services or products that are the subject matter of this Agreement.

4.9 MATTERS RELATING TO THIRD PARTY MATERIALS AND THE LICENSORS THEREOF.

4.10 PROCEDURE FOR INDEMNIFICATION FOR DIRECT CLAIMS.

4.11 PROCEDURE FOR INDEMNIFICATION FOR OTHER CLAIMS.

4.12 ADDITIONAL RULES AND PROCEDURES CONCERNING INDEMNIFICATION CLAIMS.

4.13 TRANSFER TAXES. If any payment made pursuant to this Article IV is subject to GST, HST or ORST, the amount of the Payment shall be increased accordingly.

4.14 OTHER PARTIES TO BE INDEMNIFIED.

4.15 INTEREST. The provisions of Section 3.4 shall apply mutatis mutandis to any payments to be made pursuant to this Article IV.

ARTICLE V

CONFIDENTIALITY AND NON-SOLICITATION

5.1 CONFIDENTIAL INFORMATION. Each Party who receives Confidential Information of the other Party shall hold such Confidential Information in trust and confidence.

5.2 ELECTRONIC DISTRIBUTION. 724 acknowledges that BofA may distribute the Licensed Technology through the Internet or related communications systems.

5.3 NON-SOLICITATION OF EMPLOYEES. During the term of this Agreement and the one year period thereafter, neither 724 nor any business group within BofA that works directly with 724 shall actively solicit employees of the other.

5.4 ATTORNEYS FEES. If a legal action or arbitration proceeding is commenced in connection with any dispute under this Agreement, the prevailing party shall be entitled to attorneys' fees actually incurred.

ARTICLE VI

TERMINATION

6.1 BUSINESS TERMINATION. Either Party may terminate this Agreement immediately by giving written notice upon specified insolvency-related events.

6.2 SURVIVAL OF LICENSE. If 724 becomes bankrupt or a receiver is appointed, 724 shall deliver to BofA a copy of the most recent version of the Licensed Technology, including the source code.

ARTICLE VII

GENERAL

7.1 DISPUTE RESOLUTION. The project managers and senior managers shall attempt to resolve disputes before arbitration.

7.2 ARBITRATION. Either Party shall submit disputes arising from or relating to this Agreement to arbitration in accordance with Schedule "A".

7.3 EXCUSABLE DELAYS. Performance dates shall be postponed to the extent a Party is prevented from performance by causes beyond its reasonable control.

7.4 TIME. Time is of the essence of each provision of this Agreement.

7.5 NOTICES.

TO 724, AT:

4101 Yonge Street, Suite 702

Toronto, Ontario

M2P 1N6

Attention: Christopher Erickson

TO BOFA, AT:

Bank of America NT&SA

Interactive Banking Division Administration #10308

425 First Street

San Francisco, CA 94105-2603

7.6 ASSIGNMENT AND ENUREMENT. No Party may assign any rights or benefits under this Agreement without prior written consent.

7.7 FURTHER ASSURANCES. Each Party shall execute such further documents and do such acts as may be reasonably requested.

7.8 EXPENSES. Except as provided in Section 5.4, each Party shall pay all expenses it incurs in authorizing, preparing, executing and performing this Agreement.

7.9 REMEDIES CUMULATIVE. The rights and remedies of the Parties under this Agreement are cumulative and in addition to and not in substitution for any rights or remedies provided by law.

7.10 COUNTERPARTS. This Agreement may be executed and delivered in several counterparts.

7.11 WAIVER OF RIGHTS. Any waiver must be in writing and signed by the Party giving it.

7.12 RELATIONSHIP OF PARTIES. The Parties do not intend to create a partnership or joint venture between themselves.

SCHEDULE "A" - ARBITRATION RULES OF PROCEDURE

1.0 DISPUTES COVERED BY THESE RULES. The disputes to be covered by the provisions of these Rules are those disputes referred to in section 7.1 of the Agreement.

1.1 EXCLUSIVE JURISDICTION. Subject to the provisions of Article 1.6 (Governing Law), it shall be a condition precedent to the bringing of any legal proceedings that the settlement procedure provided for in these Rules shall have been followed and completed.

1.2 APPOINTMENT OF ARBITRATION BOARD. The Arbitration Board shall be composed of three persons unless the Parties agree in writing to a single arbitrator.

1.3 QUALIFICATIONS OF ARBITRATION BOARD. The Arbitration Board shall consist of three individuals, one with legal experience and one with computer software industry experience.

1.4 SUBMISSION OF WRITTEN STATEMENTS. The Claimant shall send a Statement of Claim; the Respondent shall send a Statement of Defence; the Claimant may send a Statement of Reply.

1.5 MEETINGS AND HEARINGS. The arbitration shall take place in Metropolitan Toronto, Ontario or such other place as the Parties may agree upon in writing.

1.6 POWERS OF ARBITRATOR. The Arbitration Board shall have jurisdiction to determine questions of fact and law, its own jurisdiction, and may order production of documents.

1.7 THE AWARD. The Arbitration Board shall include in its award an order as to the payment of the costs of the proceedings and reasonable counsel fees.

1.8 ACCESS TO COURTS FOR ENFORCEMENT AND INTERIM REMEDIES. The Parties consent to the award of the Arbitration Board being entered in any Court having jurisdiction for enforcement purposes.

1.9 CONFIDENTIALITY. All meetings and hearings of or by the Arbitration Board shall be in private and the information shall be kept confidential.

I agree to the terms of the Technology License Agreement