<PAGE>

                                                   Registration No. 333-

    As filed with the Securities and Exchange Commission on February 16, 2001
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               724 SOLUTIONS INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  ONTARIO                                      N/A
           ------------------                          ------------------
(State or Jurisdiction of Incorporation)    (I.R.S. Employer Identification No.)

                          4101 Yonge Street, Suite 702
                            Toronto, Ontario M2P 1N6
          (Address of Principal Executive Offices, Including Zip Code)

                      TANTAU SOFTWARE, INC. 1999 STOCK PLAN
    STOCK OPTION AGREEMENT BETWEEN TANTAU SOFTWARE, INC. AND FELICITY GEORGE
                           (Full Titles of the Plans)

                                 Gregory Wolfond
                              Chairman of the Board
                               724 Solutions Inc.
                          10 York Mills Road, 3rd Floor
                            Toronto, Ontario M2P 2G4
                                 (416) 226-2900
            (Name, Address and Telephone Number, Including Area Code,
                              of Agent for Service)


                                   Copies to:
                             Jeffrey S. Marcus, Esq.
                               Lloyd Harmetz, Esq.
                             Morrison & Foerster LLP
                           1290 Avenue of the Americas
                            New York, New York 10104


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                       Proposed Maximum              Proposed Maximum          Amount of
Title of Securities           Amount to be             Offering Price                Aggregate Offering        Registration
to be Registered              Registered (1)           Per Share (2)                 Price (2)                 Fee
----------------------------- ------------------------ ----------------------------- ------------------------- -------------------
<S>                           <C>                      <C>                           <C>                       <C>
Common Shares,                3,539,245                $9.97                         $35,286,273               $8,822
no par value
per share
----------------------------- ------------------------ ----------------------------- ------------------------- -------------------
</TABLE>

(1)  Includes such additional indeterminate number of common shares as may be
     issuable pursuant to certain antidilution adjustment provisions of the
     above-captioned plans.
(2)  Estimated solely for the purpose of computing the amount of the
     registration fee, based on the weighted average exercise price of the
     common shares issuable upon exercise of options assumed by the Registrant
     under the above-captioned plans.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by 724 Solutions Inc., a corporation organized
under the laws of the Ontario (the "Registrant"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement.

         (a)      The Registrant's Annual Report on Form 20-F filed with the
         Commission on June 29, 2000; and

         (b) The description of the Common Shares contained in the Registrant's
         Registration Statement on Form 8-A, filed pursuant to Section 12 of the
         Exchange Act on January 26, 2000, including any amendment or report
         filed for the purpose of updating such information.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Attorneys of the firm Ogilvy Renault, Toronto, Ontario, which has
rendered an opinion with respect to the validity of the common shares covered
hereby, are, in the aggregate, the beneficial holders of approximately 3,000 of
the Registrant's common shares.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the Ontario Business Corporations Act, the Registrant is
permitted to indemnify its directors and officers and former directors and
officers against costs and expenses, including amounts paid to settle an action
or satisfy a judgment in a civil, criminal or administrative action or
proceeding to which they are made parties because of their position as directors
or officers, including an action against the Registrant. In order to be entitled
to indemnification under this Act, the director or officer must act honestly and
in good faith with a view to the Registrant's best interests, and in the case of
a criminal or administrative action or proceeding that is enforced by a monetary
penalty, the director or officer must have reasonable grounds for believing that
his or her conduct is lawful.


                                      II-1
<PAGE>


         Under the Registrant's by-laws, the Registrant may indemnify its
directly held subsidiaries' current and former directors and the Registrant's
and its directly held subsidiaries' current and former officers, employees and
agents. The Registrant's by-laws also provide that, to the fullest extent
permitted by the Act, the Registrant is authorized to purchase and maintain
insurance on behalf of the Registrant's and its subsidiaries' current and past
directors, officers, employees and agents against any liability incurred by them
in their duties. The Registrant believes that the provisions of its by-laws are
necessary to attract and retain qualified persons as directors and officers.

         The Registrant has purchased a liability insurance policy covering its
directors and officers and the directors and officers of its subsidiaries.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

<TABLE>
<CAPTION>
         <S>      <C>
         4.1      Articles of the Registrant (incorporated by reference to the Registrant's Registration
                  Statement on Form F-1 (file No. 333-90143).

         4.2      By-Laws of the Registrant (incorporated by reference to the Registrant's Registration Statement
                  on Form F-1 (file No. 333-90143).

         5.1      Legal Opinion of Ogilvy Renault.

         23.1     Consent of Ogilvy Renault (contained in Exhibit 5.1 hereto).

         23.2     Consent of KPMG LLP.

         24.1     Power of Attorney (included in signature pages hereto)
</TABLE>

ITEM 9.           UNDERTAKINGS.

           The undersigned Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.

           The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 as amended (the
"Securities Act"), each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

           The undersigned Registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

           The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act, that is incorporated by
reference in the Registration Statement shall be deemed to be a new



                                      II-2
<PAGE>

registration statement related to the securities offered therein, and the
offering of such securities at such time shall be deemed to be the initial bona
fide offering thereof.

           Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.








                                      II-3
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Ontario, on this 16th day of February,
2001.

                                          724 SOLUTIONS INC.

                                          By     /s/ GREGORY WOLFOND
                                                 --------------------------
                                                 Gregory Wolfond
                                                 Chairman of the Board


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints and hereby authorizes Gregory Wolfond and
Karen Basian, severally, such person's true and lawful attorneys-in-fact, with
full power of substitution or resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign on such
person's behalf, individually and in each capacity stated below, any and all
amendments, including post-effective amendments to this registration statement
and to sign any and all additional registration statements relating to the same
offering of securities as this registration statement that are filed pursuant to
the Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.


<TABLE>
<CAPTION>
             SIGNATURE                                         TITLES                                 DATE
             ---------                                         ------                                 ----
<S>                                         <C>                                                  <C>

 /s/ GREGORY WOLFOND                                    Chairman and Director                    February 16, 2001
-------------------------                          (Principal Executive Officer)
Gregory Wolfond

 /s/ JOHN SIMS                                  Chief Executive Officer and Director             February 16, 2001
-------------------------                           (Principal Executive Officer)
John Sims
</TABLE>


                                      II-4
<PAGE>


<TABLE>
<CAPTION>
             SIGNATURE                                         TITLES                                 DATE
             ---------                                         ------                                 ----
<S>                                         <C>                                                  <C>

 /s/ KAREN BASIAN                                     Chief Financial Officer                    February 16, 2001
------------------------                    (Principal Financial and Accounting Officer)
Karen Basian

 /s/ LLOYD F. DARLINGTON                                      Director                           February 16, 2001
------------------------
Lloyd F. Darlington

 /s/ JAMES D. DIXON                                           Director                           February 16, 2001
------------------------
James D. Dixon

 /s/ ANTTI VASARA                                             Director                           February 16, 2001
Antti Vasara

 /s/ BARRY J. REITER                                          Director                           February 16, 2001
--------------------------
Barry J. Reiter

 /s/ HOLGER KLUGE                                             Director                           February 16, 2001
Holger Kluge

/s/ J. ROBERT S. PRICHARD                                     Director                           February 16, 2001
J. Robert S. Prichard

 /s/ FREDERICK T. WHITE                                       Director                           February 16, 2001
------------------------
Frederick T. White

 /s/ JOSEPH ARAGONA                                           Director                           February 16, 2001
------------------------
Joseph Aragona

 /s/ CHARLES GOLDMAN                                          Director                           February 16, 2001
------------------------
Charles Goldman
</TABLE>

                            AUTHORIZED REPRESENTATIVE

         Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, as amended, the undersigned has signed this registration statement solely
in the capacity of the duly authorized representative of 724 Solutions Inc. in
the U.S., on February 16, 2001.

                                           724 SOLUTIONS CORP.

                                           By:   /S/ KAREN BASIAN
                                                ------------------------
                                           Name:  Karen Basian
                                           Title: Chief Financial Officer



                                      II-5
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{"company-data": {"conformed-name": "724 SOLUTIONS INC", "cik": "0001097641", "assigned-sic": "7389", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55760", "film-number": "1548895"}, "business-address": {"street1": "4101 YONGE STREET, SUITE 702", "city": "TORONTO", "state": "A6", "zip": "00000", "phone": "4162262900"}}
Registration No. 333-

    As filed with the Securities and Exchange Commission on February 16, 2001
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               724 SOLUTIONS INC.
             (Exact Name of Registrant as Specified in Its Charter)

                  ONTARIO                                      N/A
           ------------------                          ------------------
(State or Jurisdiction of Incorporation)    (I.R.S. Employer Identification No.)

                          4101 Yonge Street, Suite 702
                            Toronto, Ontario M2P 1N6
          (Address of Principal Executive Offices, Including Zip Code)

                      TANTAU SOFTWARE, INC. 1999 STOCK PLAN
    STOCK OPTION AGREEMENT BETWEEN TANTAU SOFTWARE, INC. AND FELICITY GEORGE
                           (Full Titles of the Plans)

                                 Gregory Wolfond
                              Chairman of the Board
                               724 Solutions Inc.
                          10 York Mills Road, 3rd Floor
                            Toronto, Ontario M2P 2G4
                                 (416) 226-2900
            (Name, Address and Telephone Number, Including Area Code,
                              of Agent for Service)

                                   Copies to:
                             Jeffrey S. Marcus, Esq.
                               Lloyd Harmetz, Esq.
                             Morrison & Foerster LLP
                           1290 Avenue of the Americas
                            New York, New York 10104

                         CALCULATION OF REGISTRATION FEE
Proposed Maximum              Proposed Maximum          Amount of
Title of Securities           Amount to be             Offering Price                Aggregate Offering        Registration
to be Registered              Registered (1)           Per Share (2)                 Price (2)                 Fee
----------------------------- ------------------------ ----------------------------- ------------------------- -------------------
Common Shares,                3,539,245                $9.97                         $35,286,273               $8,822
no par value
per share
----------------------------- ------------------------ ----------------------------- ------------------------- -------------------
(1)  Includes such additional indeterminate number of common shares as may be
     issuable pursuant to certain antidilution adjustment provisions of the
     above-captioned plans.
(2)  Estimated solely for the purpose of computing the amount of the
     registration fee, based on the weighted average exercise price of the
     common shares issuable upon exercise of options assumed by the Registrant
     under the above-captioned plans.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

         The following documents filed with the Securities and Exchange
Commission (the "Commission") by 724 Solutions Inc., a corporation organized
under the laws of the Ontario (the "Registrant"), pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference in this registration statement.

         (a)      The Registrant's Annual Report on Form 20-F filed with the
         Commission on June 29, 2000; and

         (b) The description of the Common Shares contained in the Registrant's
         Registration Statement on Form 8-A, filed pursuant to Section 12 of the
         Exchange Act on January 26, 2000, including any amendment or report
         filed for the purpose of updating such information.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Attorneys of the firm Ogilvy Renault, Toronto, Ontario, which has
rendered an opinion with respect to the validity of the common shares covered
hereby, are, in the aggregate, the beneficial holders of approximately 3,000 of
the Registrant's common shares.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Under the Ontario Business Corporations Act, the Registrant is
permitted to indemnify its directors and officers and former directors and
officers against costs and expenses, including amounts paid to settle an action
or satisfy a judgment in a civil, criminal or administrative action or
proceeding to which they are made parties because of their position as directors
or officers, including an action against the Registrant. In order to be entitled
to indemnification under this Act, the director or officer must act honestly and
in good faith with a view to the Registrant's best interests, and in the case of
a criminal or administrative action or proceeding that is enforced by a monetary
penalty, the director or officer must have reasonable grounds for believing that
his or her conduct is lawful.

                                      II-1
Under the Registrant's by-laws, the Registrant may indemnify its
directly held subsidiaries' current and former directors and the Registrant's
and its directly held subsidiaries' current and former officers, employees and
agents. The Registrant's by-laws also provide that, to the fullest extent
permitted by the Act, the Registrant is authorized to purchase and maintain
insurance on behalf of the Registrant's and its subsidiaries' current and past
directors, officers, employees and agents against any liability incurred by them
in their duties. The Registrant believes that the provisions of its by-laws are
necessary to attract and retain qualified persons as directors and officers.

         The Registrant has purchased a liability insurance policy covering its
directors and officers and the directors and officers of its subsidiaries.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.
4.1      Articles of the Registrant (incorporated by reference to the Registrant's Registration
                  Statement on Form F-1 (file No. 333-90143).

         4.2      By-Laws of the Registrant (incorporated by reference to the Registrant's Registration Statement
                  on Form F-1 (file No. 333-90143).

         5.1      Legal Opinion of Ogilvy Renault.

         23.1     Consent of Ogilvy Renault (contained in Exhibit 5.1 hereto).

         23.2     Consent of KPMG LLP.

         24.1     Power of Attorney (included in signature pages hereto)
ITEM 9.           UNDERTAKINGS.

           The undersigned Registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement to include any material information with respect to
the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement.

           The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 as amended (the
"Securities Act"), each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

           The undersigned Registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

           The undersigned Registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act, that is incorporated by
reference in the Registration Statement shall be deemed to be a new

                                      II-2
registration statement related to the securities offered therein, and the
offering of such securities at such time shall be deemed to be the initial bona
fide offering thereof.

           Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Toronto, Ontario, on this 16th day of February,
2001.

                                          724 SOLUTIONS INC.

                                          By     /s/ GREGORY WOLFOND
                                                 --------------------------
                                                 Gregory Wolfond
                                                 Chairman of the Board

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints and hereby authorizes Gregory Wolfond and
Karen Basian, severally, such person's true and lawful attorneys-in-fact, with
full power of substitution or resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign on such
person's behalf, individually and in each capacity stated below, any and all
amendments, including post-effective amendments to this registration statement
and to sign any and all additional registration statements relating to the same
offering of securities as this registration statement that are filed pursuant to
the Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                                         TITLES                                 DATE
             ---------                                         ------                                 ----
/s/ GREGORY WOLFOND                                    Chairman and Director                    February 16, 2001
-------------------------                          (Principal Executive Officer)
Gregory Wolfond

 /s/ JOHN SIMS                                  Chief Executive Officer and Director             February 16, 2001
-------------------------                           (Principal Executive Officer)
John Sims
II-4
SIGNATURE                                         TITLES                                 DATE
             ---------                                         ------                                 ----
/s/ KAREN BASIAN                                     Chief Financial Officer                    February 16, 2001
------------------------                    (Principal Financial and Accounting Officer)
Karen Basian

 /s/ LLOYD F. DARLINGTON                                      Director                           February 16, 2001
------------------------
Lloyd F. Darlington

 /s/ JAMES D. DIXON                                           Director                           February 16, 2001
------------------------
James D. Dixon

 /s/ ANTTI VASARA                                             Director                           February 16, 2001
Antti Vasara

 /s/ BARRY J. REITER                                          Director                           February 16, 2001
--------------------------
Barry J. Reiter

 /s/ HOLGER KLUGE                                             Director                           February 16, 2001
Holger Kluge

/s/ J. ROBERT S. PRICHARD                                     Director                           February 16, 2001
J. Robert S. Prichard

 /s/ FREDERICK T. WHITE                                       Director                           February 16, 2001
------------------------
Frederick T. White

 /s/ JOSEPH ARAGONA                                           Director                           February 16, 2001
------------------------
Joseph Aragona

 /s/ CHARLES GOLDMAN                                          Director                           February 16, 2001
------------------------
Charles Goldman
AUTHORIZED REPRESENTATIVE

         Pursuant to the requirements of Section 6(a) of the Securities Act of
1933, as amended, the undersigned has signed this registration statement solely
in the capacity of the duly authorized representative of 724 Solutions Inc. in
the U.S., on February 16, 2001.

                                           724 SOLUTIONS CORP.

                                           By:   /S/ KAREN BASIAN
                                                ------------------------
                                           Name:  Karen Basian
                                           Title: Chief Financial Officer

                                      II-5