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By-laws Of - CARD ACTIVATION TECHNOLOGIES INC - 6-22-2007

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									EXHIBIT 3.2 BY-LAWS OF CARD ACTIVATION TECHNOLOGIES INC. ARTICLE I MEETINGS OF STOCKHOLDERS Section 1. Annual Meeting. The annual meeting of the stockholders of Card Activation Technologies Inc. (the "Corporation") shall be held on such date and at such time as the Board of Directors may designate. At such annual meeting, the stockholders entitled to vote shall elect directors and transact such other business as may be properly brought before the meeting. Section 2. Special Meetings. Special meetings of the stockholders may be called at any time by the Board of Directors or the President and shall be called by the President or Secretary at the request in writing of stockholders of record owning at least twenty percent (20%) of the shares of stock of the Corporation outstanding and entitled to vote. Section 3. Notice of Meetings. Written notice of the place (if any), date and time of the holding of each annual and special meeting of the stockholders, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes thereof, shall be given to each stockholder entitled to vote at such meeting, unless otherwise required under the General Corporation Law of Delaware ("Delaware General Corporation Law"), not less than ten nor more than sixty days before the date of such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to such stockholder at such stockholder's address as it appears on the records of the Corporation, unless such stockholder shall have filed with the Secretary of the Corporation a written request that notices to such stockholder be mailed to some other address, in which case it shall be directed to such stockholder at such other address. Whenever notice is required to be given under the Delaware General Corporation Law, the Certificate of Incorporation or these By-Laws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. When a meeting is adjourned to another time or place, notice of such adjourned meeting need not be given if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 4. Place of Meetings. Meetings of the stockholders may be held at such place, either within or without the State of Delaware, as the Board of Directors or the officer calling the same may specify in the notice of such meeting. If, pursuant to the preceding sentence, the Board of Directors is authorized to determine the place of the meeting, it may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication. Section 5. Quorum. Except as otherwise provided by the Delaware General Corporation Law or in the Certificate of Incorporation, at all meetings of the stockholders the holders of one-third (1/3) of the issued and outstanding shares entitled to vote shall be present in person or by proxy to constitute a quorum for the transaction of any business, except that where a separate vote by a class or series or classes or series is required, a quorum shall consist of holders of one-third (1/3) of the issued and outstanding shares of such class or series or classes or series entitled to vote. In the event of lack of a quorum, the holders of a majority of the shares present in person or by proxy and entitled to vote, or if no stockholder entitled to vote is present, any officer of the Corporation, may adjourn the meeting. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called. Section 6. Organization. At each meeting of the stockholders, the President, or in his absence or inability to act, any person chosen by the stockholders at such meeting, shall act as chairman of the meeting. The Secretary, or in his absence or inability to act, any person appointed by the chairman of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Section 7. Order of Business. The order of business at all meetings of the stockholders shall be as determined by the chairman of the meeting. Section 8. Voting. (a) Except as otherwise provided by the Certificate of Incorporation, at each meeting of the stockholders, each holder of shares entitled to vote at such meeting shall, as to all matters in respect of which such shares have voting rights, be entitled to one vote in person or by proxy for each share held of record by such stockholder. Except as otherwise provided by the Delaware General Corporation Law, the Certificate of Incorporation or these ByLaws, at a meeting of stockholders at which a quorum is present, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or by proxy at such meeting of stockholders and entitled to vote on the subject matter shall be the act of the stockholders. (b) Unless required by the Delaware General Corporation Law or the Certificate of Incorporation or determined by the chairman of the meeting to be advisable, the vote on any question need not be by written ballot. On a vote by written ballot, each ballot shall state the number of shares voted and either (i) be a writing signed by the stockholder voting, or by such stockholder's proxy, if there be such proxy or (ii) if authorized by the Board of Directors, be submitted by electronic transmission, provided that any such electronic transmission either sets forth or is submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder. 2

Section 9. Proxies. (a) Each stockholder entitled to vote at any meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. Any such proxy shall be delivered to the secretary of such meeting at or prior to the time designated in the order of business for so delivering such proxies. (b) Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority: (1) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder's authorized officer, director, employee or agent signing such writing or causing such person's signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature. (2) A stockholder may authorize another person on persons to act for such stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmissions was authorized by the stockholder. If it is determined that such telegrams, cablegrams or other electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied. (c) Any copy, facsimile telecommunications or other reliable reproduction of the writing or transmission created pursuant to subsection (b) above may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. Section 10. Fixing Date for Determination of Stockholders of Record. (a) In order that the Corporation may determine the stockholders having voting power who are entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting. If no record date is 3

fixed by the Board of Directors, the record date for determining stockholders having voting power who are entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. (b) In order that the Corporation may determine the stockholders having voting power who are entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders having voting power who are entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Delaware General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed action to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date for determining stockholders having voting power who are entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. (c) Subject to the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders having rights for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. Section 11. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Electronic mail addresses or other electronic contact information need not be included on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the list is made available on an electronic network, reasonable steps may be taken to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the 4

meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. 5

Section 12. Action by Written Consent. (a) Any action which is required to be or may be taken at any annual or special meeting of the stockholders of the Corporation, may be taken without a meeting, without prior notice to stockholders and without a vote if consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock entitled to vote on such matter, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. (b) Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by subsection (a) above to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. (c) A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for the purposes of this Section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Corporation can determine (a) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (b) the date on which such stockholder or proxy holder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the Corporation or to an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors of the Corporation. 6

(d) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Section 13. Notice of Action by Consent. The Corporation shall give prompt notice of the taking of corporate action without a meeting by less than unanimous written consent to stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation in the manner provided in Article I, Section 12(b) of these By-Laws. ARTICLE II BOARD OF DIRECTORS Section 1. General Powers. Except as may be otherwise provided by the Delaware General Corporation Law or the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Section 2. Number, Election and Term of Office. (a) The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by the Board of Directors. (b) Unless directors are elected by written consent in lieu of an annual meeting as permitted by this Section, an annual meeting of stockholders shall be held for the election of directors. Directors shall be elected by a plurality of the votes of the shares present in person or by proxy at the meeting and entitled to vote on the election of directors. Stockholders entitled to vote may, unless the Certificate of Incorporation otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. (c) Each director shall hold office until such director's successor shall have been duly elected and qualified or until such director's earlier death, removal or resignation. Section 3. Resignations. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation, addressed to the Board of Directors or the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4. Removal of Directors. Any director or the entire Board of Directors may be removed, either with or without cause, at any time, by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of directors. 7

Section 5. Vacancies. (a) Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. If at any time, by reason of death or resignation or other cause, there are no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with these By-Laws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the Delaware General Corporation Law. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by Section 211 of the Delaware General Corporation Law as far as applicable. (b) Unless otherwise provided in the Certificate of Incorporation or these By-Laws, when one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies. Section 6. Place of Meeting. Meetings of the Board of Directors may be held at such place, within or without the State of Delaware, as the Board of Directors may from time to time determine. Section 7. First Meeting. The Board of Directors shall meet for the purpose of organization, the election of the officers of the Corporation, and the transaction of other business, immediately after and at the same general place as the annual meeting of the stockholders. Notice of such meeting need not be given. Section 8. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and at such place as the Board of Directors may from time to time determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at the same hour on the next succeeding business day. If so determined, notices of regular meetings of the Board of Directors need not be given except as otherwise required by the Delaware General Corporation Law or these By-Laws. Section 9. Special Meetings. Special meetings of the Board of Directors may be called by one or more directors of the Corporation or by the President. Section 10. Notice of Meetings. Notice of each special meeting of the Board of Directors (and of each regular meeting for which notice shall be required) shall be given by the Secretary as hereinafter provided in this Section 10, in which notice shall be stated the time and place of the meeting. Notice of each such meeting shall be delivered to each director either personally or by telephone, telegraph cable or wireless, at least twenty-four hours before the time at which such meeting is to be held or by first-class mail, postage prepaid, addressed to such 8

director at such director's residence, or usual place of business, at least three days before the day on which such meeting is to be held. Notice of any such meeting need not be given to any director who shall, either before or after the meeting, submit a signed waiver of notice or who shall attend such meeting without protesting, prior to or at its commencement, the lack of notice to him. Except as otherwise specifically required by the Delaware General Corporation Law or the Certificate of Incorporation, a notice or waiver of notice of any regular or special meeting need not state the purpose of such meeting. Section 11. Quorum; Voting. A majority of the entire Board of Directors shall be present in person at any meeting of the Board of Directors in order to constitute a quorum for the transaction of business at such meeting, and, except as otherwise expressly required by the Delaware General Corporation Law, the Certificate of Incorporation or these By-Laws, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the event of lack of a quorum, a majority of the directors present thereat, or if no director be present, the Secretary, may adjourn such meeting to another time and place without notice other than announcement at the meeting. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Section 12. Organization. At each meeting of the Board of Directors, the President, or, in such person's absence or inability to act, a director chosen by a majority of the directors present shall act as chairman of the meeting and preside thereat. The Secretary (or, in such person's absence or inability to act any person appointed by the chairman) shall act as secretary of the meeting and keep the minutes thereof. Section 13. Presence at Meeting. Members of the Board of Directors or any committee or subcommittee designated by the Board of Directors may participate in a meeting of such Board of Directors or committee or subcommittee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at the meeting. Section 14. Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee or subcommittee thereof which authorizes the contract or transaction, or solely because any such director's or officer's votes are counted for such purpose, if: (l) the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee or subcommittee, and the Board of Directors or committee or subcommittee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee or subcommittee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee or subcommittee thereof which authorizes the contract or transaction. 9

Section 15. Action Without Meeting Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee or subcommittee thereof may be taken without a meeting if all members of the Board of Directors or committee or subcommittee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors, committee or subcommittee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Section 16. Compensation. The Board of Directors shall have authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation, provided no such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. ARTICLE III COMMITTEES Section 1. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matter: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending or repealing these By-Laws. Section 2. Subcommittees. Any committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Section 3. Committee and Subcommittee Rules. Unless the Board of Directors otherwise provides, each committee or subcommittee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee or subcommittee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these By-Laws. 10

ARTICLE IV OFFICERS Section 1. Election; Term of Office. The Board of Directors shall elect a President, Secretary and Treasurer. Each such officer shall hold office until the first meeting of the Board of Directors following the annual meeting of stockholders next succeeding such officer's election, and until such officer's successor is elected and qualified or until such officer's earlier resignation, removal or death. The Board of Directors may also elect such other officers and agents (including, but not limited to, a Chairman of the Board and a Vice Chairman of the Board (elected from one of its members), one or more Vice Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers), who shall serve at the pleasure of the Board of Directors and who shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board of Directors or by elected officers of the Corporation. Any number of offices may be held by the same person. Section 2. Resignations. Any officer of the Corporation may resign at any time upon delivery of a written notice to the Corporation, addressed to the Board of Directors, the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 3. Removal. Any officer of the Corporation may be removed, either with or without cause, at any time, by the vote of the majority of the entire Board of Directors, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Section 4. Vacancies. A vacancy in any office, whether arising from death, resignation, removal or any other cause, may be filled for the unexpired portion of the term by the Board of Directors at any regular or special meeting. Section 5. Officers' Bonds or Other Security. If required by the Board of Directors, any officer of the Corporation shall give a bond or other security for the faithful performance of his duties, in such amount and with such surety or sureties as the Board of Directors may require. Section 6. President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the stockholders. In the absence of the Chairman of the Board or the Vice Chairman of the Board, if any, the President shall preside at the meetings of the Directors. Such person shall have authority and perform such duties in the management of the Corporation as set forth in these By-Laws and as from time to time shall be prescribed by the Board of Directors and, to the extent not so prescribed, such person shall have such authority and perform such duties in the management of the Corporation, subject to the control of the Board, as generally pertain to the office of President. Section 7. Secretary. The Secretary shall: (a) Keep or cause to be kept in one or more books provided for that purpose, the minutes of the meetings of the Board of Directors, the committees or subcommittee of the Board of Directors and the stockholders; (b) See that all notices are duly given in accordance with the provisions of the Certificate of Incorporation, these By-Laws and as required by law; 11

(c) Be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; (d) See that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and (e) In general, have such powers and duties as generally pertain to the office of Secretary and such other powers and duties as set forth in the By-Laws and as from time to time may be assigned to such person by the Board of Directors or the President. Section 8. Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall exercise general supervision over the receipt, custody, and disbursements of Corporate funds. The Treasurer shall sign, make and indorse in the name of the Corporation, all checks, drafts, warrants and orders for the payment of money, and pay out and dispose of same and receipts for such, and, in general, have such powers and duties as generally pertain to the office of Treasurer. Such person shall have such further powers and duties as may be assigned to such person from time to time by the President or the Board of Directors. ARTICLE V INDEMNIFICATION Section 1. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding") by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonable incurred by such person. The Corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. Section 2. Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys' fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise. Section 3. Claims. If a claim for indemnification or payment of expenses under this Article is not paid in full within sixty days after a written claim therefore has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving the claimant was not entitled to the requested indemnification or payment of expenses under applicable law. Section 4. Non-Exclusivity of Rights. The rights conferred on any person by this Article V shall not be exclusive of any other rights which such person may have or hereafter 12

acquire under any statute, provision of the certificate of incorporation, these by-laws, agreement, vote of stockholders or disinterested directors or otherwise. Section 5. Other Indemnification. The Corporation's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise. Section 6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. ARTICLE VI STOCK Section 1. Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the Corporation by the President or any Vice President, and by the Secretary or an Assistant Secretary, of the Corporation, certifying the number of shares owned by such person in the Corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. Section 2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such person's legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. 13

ARTICLE VII MISCELLANEOUS Section 1. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December of each year. Section 2. Seal. The corporate seal shall be in the form adopted by the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The seal may be affixed by any officer of the Corporation to any instrument executed by authority of the Corporation, and the seal when so affixed may be attested by the signature of any officer of the Corporation. Section 3. Waiver of Notice of Meetings of Stockholders, Directors, Committees and Subcommittees. Any written waiver of notice signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose, of any regular or special meeting of the stockholders, directors, or members of a committee or subcommittee of directors need be specified in any written waiver of notice or any waiver by electronic transmission. Section 4. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs, or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same. Section 5. Amendments. The Board of Directors shall have the power to adopt, amend or repeal these By-Laws. These By-Laws may be adopted, amended or repealed by action of the stockholders entitled to vote at any regular meeting of the stockholders or at any special meeting of the stockholders if notice of such proposed adoption, amendment or repeal be contained in the notice of such special meeting. 14

Exhibit 5.1 OPINION AS TO LEGALITY JOSEPH I. EMAS ATTORNEY AT LAW 1224 Washington Avenue Miami Beach, Florida 33139 (305) 531-1174 Facsimile: (305) 531-1274 Email: jiemas@bellsouth.net    April 9, 2007 United States Securities and Exchange Commission 100 F Street Washington, D.C. 20549 Re: Card Activation Technologies, Inc.      Ladies and Gentlemen:

As counsel for the Company, I have examined the Company’s certificate of incorporation, by-laws, and such other corporate records, documents and proceedings and such questions of laws I have deemed relevant for the purpose of this opinion, including but not limited to, Nevada law including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof. In addition, I have made such other examinations of law and fact, as I have deemed relevant in order to form a basis for the opinion hereinafter expressed. I have also, as counsel for the Company, examined the registration statement (the “Registration Statement") of the Company on Form SB-2/A, covering the registration under the Securities Act of 1933, as amended, of up to 44,431,613 shares (the “Registered Shares”) by existing shareholders of the Company of the Company’s common stock (the “Common Stock”).    My review has also included the form of prospectus for the issuance of such securities (the "Prospectus") filed with the Registration Statement. On the basis of such examination, I am of the opinion that:       1. The Company is a corporation duly authorized and validly existing and in good standing under the laws of the State of Delaware, with corporate power to conduct its business as described in the Registration Statement.    2. The Company has an authorized capitalization of 175,000,000 shares of Common Stock, $0.001 par value and 1,000,000 shares of Preferred Stock, $0.001 par value.    3. I am of the opinion that all of the Registered Shares are validly issued, fully paid and non-assessable pursuant to the corporate law of the State of Delaware.    This opinion includes my opinion on Delaware law including the Delaware Constitution, all applicable provisions of Delaware statutes, and reported judicial decisions interpreting those laws.

I hereby consent to the use of my name in the Registration Statement and Prospectus and I also consent to the filing of this opinion as an exhibit thereto. Very truly yours,

           

/s/ Joseph I.Emas JOSEPH I. EMAS, ESQUIRE

   LAW OFFICES    MOHR, HACKETT, PEDERSON, BLAKLEY & RANDOLPH, P.C.    ROBERT C. HACKETT    SUITE 1100    GORDON A. MOHR ARTHUR W. 2800 NORTH CENTRAL AVENUE JOHN M. RANDOLPH PEDERSON PHOENIX, ARIZONA  85004-1043 PETER N. SPILLER THOMAS K. CHENAL PHONE: (602) 240-3000 GREGORY W. FALLS M. MAUREEN ANDERS FACSIMILE:  (602) 240-6600 THOMAS C. AXELSEN AZIM Q. HAMEED    MICHAEL W. WRIGHT THOMAS M. QUIGLEY SUITE 155 CAROLYN R. DANIEL P. BEEKS 7047 EAST GREENWAY PARKWAY MATTHEWS DANIEL J. KILEY SCOTTSDALE, ARIZONA  85254-8110 NATHANIEL B. ROSE DAVID M. KOZAK PHONE:  (480) 624-2710 MATTHEW J. KELLY DEANIE J. REH FACSIMILE:  (480) 624-2029 DAVID W. GARBARINO WALID A. ZARIFI    JAMEY G. ANDERSON ADRIENNE M. FAITH          www.MohrHackett.com                                  PLEASE REPLY TO _________ OF COUNSEL: PHOENIX OFFICE WILLIAM C. BLAKLEY DOUGLAS R. DKozak@mhplaw.com (1946-1987) CHANDLER _________ DAVID W. DOW MICHELE M. FEENEY May 30, 2007

MedCom USA, Incorporated 7975 N. Hayden Rd., Suite D333 Scottsdale, AZ 85258

  

Re:

Distribution of Card Activation Technologies, Inc. Shares to MedCom USA, Incorporated Shareholders

Ladies and Gentlemen: We have acted as special and limited tax counsel to MedCom USA, Incorporated, a Delaware corporation (“ MedCom ”), in connection with the distribution by MedCom of 86,770,504 shares of $0.00001 par value common stock of Card Activation Technologies, Inc., a Delaware corporation (“ CAT ”) to MedCom shareholders.  We do not represent either MedCom or CAT for all purposes or with respect to all matters in  which they or each of them are or may be involved.  We have not represented either MedCom or CAT in  connection with their original formations, organizations or operations.  This opinion is provided at the request of  and with permission from MedCom and CAT. 1.            Historical Background .  MedCom created CAT by filing a Certificate of Incorporation for 

CAT with the State of Delaware, Secretary of State, Division of Corporations, on August 29, 2006.  In  connection with its formation, CAT issued 144,770,504 shares of its $0.00001 par value common stock to MedCom in exchange for MedCom assigning to CAT U.S. Patent Number 6,032,859 (the “  Patent ”) as MedCom’s capital contribution in and for consideration of the 144,770,504 shares.  Effective for shareholders of  record of MedCom as of December 15, 2006, MedCom declared a dividend of 86,770,504 shares of CAT stock be distributed March 1, 2007. 2.            Documents Reviewed .  For purposes of the opinions expressed in this letter, we have  examined copies of what have been represented to us as being executed originals of the following documents: 2.1  MedCom's Certificate of Incorporation and Certificates of Amendment or Amendments  thereto dated September 19, 1991, July 21, 1993, February 28, 1994, October 31, 1994, June 9, 1995, February 16, 1998, October 14, 1999, and June 27, 2000.      
1

                          2.2 2.3 2.4 2.5 2.6 2.7 2.8 MedCom’s Bylaws. CAT’s Certificate of Incorporation. CAT’s Bylaws. The August 31, 2006 Assignment of the Patent. The October 31, 2006 Separation Agreement between MedCom and CAT. The October 31, 2006 Tax Sharing Agreement between MedCom and CAT. The October 31, 2006 Administrative Services Agreement between MedCom and CAT.

In reaching our opinion we have relied upon statements and representations made to us by authorized representatives of MedCom and authorized representatives of CAT, consisting of those facts set forth in the Historical Background in paragraph 1 above.  We have further made such inquiries and investigations of law as  we have deemed necessary or appropriate for the purpose of rendering this opinion.  We have made no other  independent factual investigation or inquiry.  Capitalized terms used and not otherwise defined in this letter will  have the meanings ascribed to them in the underlying document or documents. 3.            Opinion .  Based upon our examination of the above documents and the facts set forth above, and subject to the assumptions, exceptions and qualifications set forth below, it is our opinion that: 3.1           The distribution by MedCom of approximately fifty-nine percent (59%) of the issued and outstanding shares of CAT common stock to MedCom’s shareholders of record as of December 15, 2006, does not meet the requirements of Section 355(a)(D) of the Internal Revenue Code of 1986, as amended, (the “  Code ”) for a non-taxable treatment by all parties to that distribution. 4.            Assumptions, Exceptions and Qualifications .    4.1           In rendering the opinions set forth above, we have, with your consent and without any  independent investigation or inquiry, assumed:    4.1.1                      All documents and public filings thereof have been duly and validly  authorized, executed, delivered and accepted by each party thereto.    4.1.2                      The genuineness of signatures not witnessed or that each of the  above documents have been executed by the persons designated on the document to sign, the authenticity of any documents submitted as originals, and the conformity of all documents submitted to us only as copies to the original documents.    4.1.3                      The necessary legal capacity of all natural persons executing the  documents.    4.1.4                      Each of the documents constitutes the binding and valid obligation of  each party thereto and is enforceable against such parties in accordance with its terms.    4.1.5                      All parties to the documents have the requisite corporate or  organizational power and authority to enter into the documents and to perform their obligations and be responsible for their liabilities thereunder.      
2

     4.1.6                    The documents accurately and completely describe and contain the  parties’ mutual intent, understanding and business purposes, and there are no oral or written statements, agreements, understandings or negotiations, nor any usage of trade or course of prior dealing among the parties, that directly or indirectly modify, define, amend, supplement or vary, or purport to do so, any of the terms of the documents or any of the parties’ rights or obligations thereunder, by waiver or otherwise.    4.2           The opinions set forth above are subject to the following exceptions and qualifications:     4.2.1                      We do not purport to express any opinion concerning any law other  than Federal tax law including, but not limited to, the Code, currently applicable United States Treasury Department Regulations promulgated or proposed under the Code; current published administrative positions of the Internal Revenue Service contained in Revenue Rulings, current published Revenue Procedures, and judicial decisions applicable thereto.    4.2.2                      The opinion in this letter is limited in all respects to Federal tax law  now in effect, which is subject to change prospectively and retroactively, to the matters set forth herein and as of the date hereof, and we assume no obligation to revise or supplement these opinions should any such law be changed by legislative action, judicial decision or otherwise.  The undersigned do not undertake to make any  continuing analyses of the facts or law. 4.2.3                      An opinion of counsel is predicated upon all of the facts and  conditions set forth in the opinion and is based upon counsel’s analysis of the applicable law as described and limited above.  It is neither a guarantee of the current status of the law, nor should it be accepted as a guarantee  that a court of law or an administrative agency will concur in the opinion.    4.2.4                      This opinion of counsel is the opinion of the undersigned based solely  upon the facts set forth above and the specific documents referred to herein.  We have relied on the presumption  of regularity and continuity to the extent necessary to enable us to provide our opinion.  To the extent that any  facts contained in said documents or in this opinion prove not to be true, it is entirely possible that the conclusion of this opinion might be different.    4.2.5                      The opinions expressed in this letter are being provided for  MedCom’s benefit and the benefit of its successors and assigns in connection with the share distribution described herein, and may not be used or relied upon, nor may copies hereof be delivered to, any other person or entity without our express written consent, except for copies delivered as required by any applicable regulatory authority.

                                   

Very truly yours,       MOHR, HACKETT, PEDERSON, BLAKLEY & RANDOLPH, P,C,       /s/ David M. Kozak    By David M. Kozak

3

EXHIBIT 10.1 CARD ACTIVATION TECHNOLOGIES INC. STOCK OPTION PLAN

1. DEFINITIONS. For purposes of this CARD ACTIVATION TECHNOLOGIES INC. STOCK OPTION PLAN, certain terms used herein are defined as follows: 1.1 "BOARD" shall mean the Board of Directors of the Company charged with responsibility of administering the Plan, interpreting the Plan, and evaluating the performance of persons performing or requested to perform services on behalf of the Company and awarding stock options to such persons deemed deserving of receiving additional compensation for their effort. 1.2 "CONSULTANTS" shall mean independent contractors and others not employed by the Company who perform services to advance the interests of the Company. 1.3 "DIRECTORS" shall mean the Board of Directors of the Company as elected from time to time. 1.4 "EMPLOYEES" shall mean persons in the employ of the Company, its parent or any subsidiary, as officers, department heads, administrative personnel, counsel, and other key employees of the Company. 1.5 "EXPIRATION DATE" shall mean the date, specified in an Option Agreement, after which the option can no longer be exercised. This date can be no later than ten (10) years after the option is granted. Options granted under the Plan can also become unexercisable by forfeiture or termination or lapse in accordance with provisions of the Plan and/or Option Agreement. 1.6 "INCENTIVE STOCK OPTION" shall mean options granted pursuant to this Plan to Employees intended to qualify for tax treatment under Internal Revenue Code Section 422 and identified in the Stock Option Agreement as an Incentive Stock Option. 1.7 "NON-STATUTORY STOCK OPTION" shall mean options granted pursuant to this Plan to Employees, Consultants and Directors performing services on behalf of the Company and identified in the Stock Option Agreement as a Non-Statutory Stock Option. 1.8 "OPTION AGREEMENT" shall mean the agreement, which describes and defines the terms and conditions of the option granted and condition for its exercise, entered into from time to time between the Company and persons chosen by the Board to receive Stock Options under this Plan. The Option Agreement shall be in substantially the form of Exhibit "1" hereto. 2. PURPOSE. The purpose of this CARD ACTIVATION TECHNOLOGIES INC. STOCK OPTION PLAN (the "Plan") is to further the interests of CARD ACTIVATION TECHNOLOGIES INC. (hereinafter called "the Company") by providing incentives for officers, department heads, administrative personnel, counsel, and other key employees of the Company as well as consultants and directors of the Company who may be designated for participation in the Plan 1

and to provide additional means of attracting and retaining competent personnel in responsible positions. 3. ADMINISTRATION. The Plan shall be administered by the Board of Directors of the Company (or a Committee of the Board of Directors appointed for that purpose). Subject to the provisions of the Plan and applicable law, the Board is authorized to interpret the Plan and to prescribe, amend and rescind rules and regulations regulating to the Plan and to any options granted thereunder and to make all other determinations necessary or advisable for the administration of the Plan. 4. PARTICIPANTS AND ALLOTMENTS. The Board shall determine and designate from time to time those Employees of the Company to whom Incentive Stock Options are to be granted, and those Consultants, Directors of the Company, and Employees of Company to whom Non-Statutory Options are granted and who thereby become participants in the Plan. The Board shall allot to such participants (the "Optionees") options to purchase shares in such amounts as the Board shall from time to time determine; PROVIDED that the aggregate fair market value (determined as of the time the option to purchase shares is granted) of the shares for which any Employee of the Company may first exercise an Incentive Stock Option in any calendar year (under this Plan and all other Incentive Stock Option plans of the Company and/or its parent and subsidiary corporations) shall not exceed $100,000. No member of the Board shall have any right to vote or decide upon any matter relating solely to himself or a member of his immediate family or solely to any of his rights or benefits (or rights or benefits of a member of his immediate family) under the Plan. Participation in the Plan shall not confer any right of continuation of service as an employee of the Company. 5. SHARES SUBJECT TO THE PLAN. Under this Plan, the Board may from time to time grant options to participants entitling the holders thereof to purchase shares of the Company's authorized and unissued Common Stock up to an aggregate of 1,000,000 shares. Of this aggregate total, 500,000 shares shall be designated for offers of Incentive Stock Options to Employees and 500,000 for Non-Statutory Options for Consultants, Directors, and Employees of the Company. if any option granted under the Plan shall terminate or expire unexercised, in whole or in part, the shares so released from option may be made the subject of additional options granted under the Plan of the same type as the terminated or expired option. The Company shall reserve and keep available such number of shares of stock as will satisfy the requirements of all outstanding options granted under the Plan. if there is any change in the Company's shares of Common Stock, as by stock splits, reverse stock splits, stock dividends or recapitalization, the number of shares available for option and the shares subject to option shall be appropriately adjusted by the Board. 6. OPTION AGREEMENT. In making any determination as to Optionees to whom options shall be granted and as to the number of shares to be covered by such options, the Board shall take into account the duties of the respective Optionees who are Employees of the Company, the present and potential contributions of Optionees to the success of the Company, the period of Optionee's service benefitted the Company, and such other factors as the Board shall deem relevant in connection with accomplishing the purpose of the Plan. Each option, whether an Incentive Stock Option or otherwise, shall be subject to all terms and provisions of this Plan and as set forth in the Option Agreement between the Company and the Optionee receiving the same. The option may be in such form, not inconsistent with the terms of this Plan, as shall be approved by the Board, 2

including, but not limited to, the following terms and conditions: (a) Options granted under the Plan shall be exercisable for periods not exceeding ten (10) years from the date of the grant, unless terminated sooner in accordance with this Plan or the Option Agreement. (b) Option Price. The option price or prices shall be the fair market value of issued and outstanding shares of stock of the Company at the date the option is granted. For the purposes hereof, fair market value shall be determined in good faith based upon facts and circumstances. 7. OPTION PERIOD. The term of this Plan and the period during which options may be granted hereunder shall be ten (10) years from the date the Plan is approved by the Board or Shareholders of the Company, whichever is earlier. No option granted pursuant to the Plan shall be exercisable after the expiration of ten (10) years from the date the option is first granted. No option granted pursuant to the Plan to a person then owning more than ten percent (10%) of the voting power of the Company's voting stock shall be exercisable after the expiration of five (5) years from the date the option is first granted. For the purposes of the preceding sentence (a) the Optionee shall be considered as owning the stock owned directly or indirectly by or for himself, the stock which the Optionee may purchase under outstanding options and the stock owned, directly or indirectly, by or for his brothers and sisters (whether of the whole or half blood), spouse, ancestors, and lineal descendants, and (b) stock owned directly or indirectly, by or for a corporation, partnership, estate, or trust shall be considered as being owned proportionately by or for its shareholders, partners, or beneficiaries. The expiration date stated in the Option Agreement is hereinafter called the Expiration Date. 8. CONDITIONS OF INCENTIVE STOCK OPTION. Incentive Stock Options granted pursuant to this Plan shall be subject to the following conditions: (a) if the employment of the Optionee by the Company is terminated for any reason other than his death, all unexercised options shall terminate, be forfeited and shall lapse immediately. (b) if the Optionee dies while employed by the Company then within six months after the date of the Optionee's death, subject to the provisions of Sections 6(a) and 7 above and the Option Agreement, the option may be exercised by his estate or by any person who has acquired the Optionee's right to exercise the option by bequest or inheritance to the extent the option was exercisable as of the date of his death. Upon the expiration of such sixmonth period, all unexercised options shall terminate, be forfeited and shall lapse. (c) Except as otherwise provided in Section 8(b) above, the option and all rights granted hereunder shall not be transferred by the Optionee, and may not be assigned, pledged or hypothecated in any way and shall not be subject to execution, attachment or similar process. Upon any attempt by the Optionee to transfer the option, or to assign, pledge, hypothecate or otherwise dispose of such option or of any rights granted hereunder, contrary to the provisions hereof, or upon the levy of any attachment or similar process upon such option or such rights, such option and such 3

rights shall immediately become null and void. The option shall be exercisable, during the lifetime of the Optionee, only by the Optionee. 9. CONDITIONS OF NON-STATUTORY OPTION. Non-Statutory Stock Options granted pursuant to this Plan shall be subject to the following conditions: (a) If the Optionee terminates his employment with the company or ceases to perform services for the benefit of the Company as a Director or Consultant performing services for the Company for any reason other than his death, all unexercised options shall terminate, be forfeited, and shall lapse immediately. (b) If the Optionee dies while employed by the Company or performing services for the benefit of the Company as a Director or Consultant then within six (6) months after the date of the Optionee's death, subject to the provisions of Sections 6(a) and 7 above and the Option Agreement, the option may be exercised by his estate or by any person who has acquired the Optionee's right to exercise the option by bequest or inheritance to the extent the option was exercisable as of the date of his death. Upon the expiration of such six-month period, all unexercised options shall terminate, be forfeited, and shall lapse. (c) Except as otherwise provided in Section 9(b) above, the option and all rights granted hereunder shall not be transferred by the Optionee, and may not be assigned, pledged or hypothecated in any way and shall not be subject to execution, attachment or similar process. Upon any attempt by the Optionee to transfer the option, or to assign, pledge, hypothecate or otherwise dispose of such option or of any rights granted hereunder, contrary to the provisions hereof, or upon the levy of any attachment or similar process upon such option or such rights, such option and such rights shall immediately become null and void. The option shall be exercisable, during the lifetime of the Optionee, only by the Optionee. 10. EXERCISE OF OPTIONS. (a) To exercise the option, the Optionee or his successor shall give written notice to the Company's Treasurer at the Company's principal office, accompanied by full payment of the shares being purchased and an Investment Letter stating that the shares are purchased for investment and not with a view to distribution in form and substance as shown in Exhibit "2" hereto. However, this Letter shall not be required if the shares subject to the option are registered with the Securities and Exchange Commission. If the option is exercised by the successor of the Optionee, following his death, proof shall be submitted, satisfactory to the Board, of the right of the successor to exercise the option. (b) Shares of stock issued pursuant to this Plan which have not been registered with the Securities and Exchange Commission shall bear the following legend: The securities represented by this stock certificate have not been registered under the Securities Act of 1933 (the "Act") or applicable state securities law (the "State Acts"), and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to the Corporation of a favorable 4

opinion of its counsel and/or the submission to the Corporation of such other evidence as may be satisfactory to counsel for the Corporation, to the effect that any such transfer shall not be in violation of the Act and the State Acts. (c) The Company shall not be required to transfer or deliver any certificate or certificates for shares purchased upon any exercise of such option: (i) until after compliance with all then applicable requirements of law; and (ii) prior to admission of such shares to listing on any stock exchange on which the stock may then be listed. In no event shall the Company be required to issue fractional shares to the Optionee. 11. REGISTRATION. If the Company shall be advised by its counsel that shares of stock deliverable upon any exercise of an option are required to be registered under the Securities Act of 1933, or that the consent of any other authority is required for the issuance of same, the Company may effect registration or obtain consent, and delivery of shares by the Company may be deferred until registration is effected or consent obtained. 12. ISSUANCE OF STOCK. No stock shall be issued until full payment for such stock has been made. The Optionee shall have no rights as a shareholder with respect to optioned shares until the date of the issuance of a stock certificate to him for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Sections 5 and 13 hereof. 13. CORPORATE REORGANIZATION. If there shall be any capital reorganization or consolidation or merger of the Company with another corporation or corporations, or any sale of all or substantially all of the Company's properties and assets to any other corporation or corporations, the Company shall take such action as may be necessary to enable Optionee to receive upon any subsequent exercise of their respective options, in whole or in part, in lieu of shares of common stock, securities or other assets as were issuable or payable upon such reorganization, consolidation, merger or sale in respect of, or m exchange for such shares of common stock. 14. AMENDMENTS AND TERMINATION. The Board of Directors may amend, suspend, discontinue or terminate the Plan, but no such action may, without the consent of the Optionee alter or impair his option, except as provided in Section 11. This Plan has been duly adopted by the Board of Directors of CARD ACTIVATION TECHNOLOGIES INC. on this 31st day of October, 2006. CARD ACTIVATION TECHNOLOGIES INC. [CORPORATE SEAL]
By: /s/ William P. Williams -------------------------------Chief Executive Officer ATTEST: /s/ William P. Williams ----------------------------------Corporate Secretary

5

EXHIBIT "1" CARD ACTIVATION TECHNOLOGIES INC. STOCK OPTION AGREEMENT THIS AGREEMENT is made this day of , 20 , by and between CARD ACTVIATION TECHNOLOGIES INC. (hereinafter called the "Company"), a Nevada corporation, and, (hereinafter called the "Optionee"). WITNESSETH: WHEREAS, the Board of Directors of the Company has adopted a Stock Option Plan (the "Plan"); and WHEREAS, the Compensation Board of the Company ("the Board") considers it desirable and in the Company's best interests that the Optionee be given an opportunity to purchase shares of its Common Stock in furtherance of the Plan to provide incentive for the Optionee to or remain in the employ of the Company and to promote the success of the Company. NOW, THEREFORE, in consideration of the premises, it is agreed as follows: 1. Grant of Option. The Company hereby grants to the Optionee the right, privilege and option to purchase ( ) shares, of the Common Stock of the Company, at a purchase price of Dollars ($ ) per share in the manner and subject to the conditions hereinafter provided. Such purchase price is not less than the fair market value of the shares of Common Stock of the Company at the time this option is granted. This [ ] is [ ] is not intended to be an Incentive Stock Option. 2. Period of Exercise of Option. (a) The option will be exercisable for a period of ( ) years from the date of the grant. The options granted hereunder may be exercised with respect to no more than the following cumulative amounts (including any such options previously exercised):
Beginning Beginning Beginning Beginning Beginning Beginning January January January January January January 1, 1, 1, 1, 1, 1, 20 ---20 ---20 ---20 ---20 ---20 ---% -----% -----% -----% -----% -----% ------

If

any Options are not exercised by the end of a period of ( ) years --------- ---from the date of the grant, they will lapse.

1

[__] If the option is intended to be an Incentive Stock Option, the Agreement includes the following: (b) If the employment of the Optionee by the Company is terminated for any reason other than his death, all unexercised portions of the option shall terminate, be forfeited and shall lapse immediately. (c) If the Optionee dies while employed by the Company, then within six months after the date of the Optionee's death, subject to the provisions of subparagraph (a) above, the option may be exercised by his estate or by any person who has acquired the Optionee's right to exercise the option by bequest or inheritance to the extent the option was exercisable as of the date of his death. Upon the expiration of such six-month period, all unexercised options shall terminate, be forfeited and shall lapse. [__] If the option is intended to be a Non-Statutory Stock Option, the Agreement includes the following. (b) If the Optionee ceases to preform services for the benefit of Company as a Director or Consultant or terimnates employment with the Company for any reason other than his death, all unexercised portions of the option shall terminate, be forfeited and shall lapse immediately. (c) If the Optionee dies while preforming services for the benefit of the Company as a Director or Consultant or terminates employment with the Company, then within six months after the date of the Optionee's death, subject to the provisions of subparagraph (a) above, the option may be exercised by his estate or by any person who has acquired the Optionee's right to exercise the option by bequest or inheritance to the extent the option was exercisable as of the date of his death. Upon the expiration of such six-month period, all unexercised options shall terminate, be forfeited and shall lapse. 3. Method of Exercise. In order to exercise the option, the Optionee must give written notice to the Secretary of the Company at its corporate offices. Said notice shall be accompanied by full payment for the shares being purchased; an Investment Letter containing the statement that the shares are purchased for investment and not with a view to distribution, in the form of the letter attached hereto and marked Exhibit "A". If the option is exercised by the successor of the Optionee following his death, proof shall also be submitted of the right of the successor to exercise the option. Shares of stock issued pursuant to the option shall bear the following legend: The securities represented by this stock certificate have not been registered under the Securities Act of 1933 (the "Actt') or applicable state securities laws (the "State Acts"), and shall not be sold, pledged, hypothecated, donated, or otherwise transferred (whether or not for consideration) by the holder except upon the issuance to the Corporation of a favorable opinion of its counsel and/or submission to the Corporation of such other evidence as may be satisfactory to counsel for the Corporation, to the effect that any such transfer shall not be in violation of the Act and the State Acts. 2

and shall be subject to appropriate stop transfer instructions. The Company shall not be required to transfer or deliver any certificate or certificates for shares purchased upon any such exercise of said option: (a) until after compliance with all then applicable requirements of law; and (b) prior to admission of such shares to listing on any stock exchange on which the stock may then be listed. In no event shall the Company be required to issue fractional shares to the Optionee. 4. Limitation upon Exercise. The option is not transferable by the Optionee otherwise than by will or the laws of descent and distribution and is exercisable, during the lifetime of the Optionee, only by the Optionee. 5. Stock Adjustment. In the event of any change in Common Stock of the Company by reason of a stock split, stock dividend, recapitalization, exchange of shares or other transaction, the number of shares remaining subject to the option and the option price per share shall be appropriately adjusted by the Board. 6. Corporation Reorganization. If there shall be any capital reorganization or consolidation or merger of the Company with another corporation or corporations, or any sale of all or substantially an of the Company's properties and assets to any other corporation or corporations, the Company shall take such action as may be necessary to enable the Optionee to receive upon any subsequent exercise of such option, in whole or in part, in lieu of shares of Common Stock, securities or other assets as were issuable or payable upon such reorganization, consolidation, merger or sale in respect of, or in exchange for such shares of Common Stock. 7. Rights of Shareholder. Neither the Optionee, his legal representative, nor other persons entitled to exercise the option shall be or have any rights of a shareholder in the Company in respect of the shares issuable upon exercise of the option granted hereunder, unless and until certificates representing such shares shall have been delivered pursuant to the terms hereof. 8. Stock Reserved. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares of its Common Stock as will be sufficient to satisfy the terms of this Agreement and shall pay any original issue taxes on the exercise of this option. 9. Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company. 3

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CARD ACTIVATION TECHNOLOGIES INC.
[CORPORATE SEAL] By: ------------------------------------Chief Executive Officer

ATTEST:

------------------------Corporate Secretary WITNESS: By: -------------------------------------------------------------

4

EXHIBIT 10.2 SEPARATION AGREEMENT This Separation Agreement (this "Agreement"), dated as of October 31, 2006, by and between MedCom USA, Incorporated, a Delaware corporation ("MEDCOM") Card Activation Technologies Inc., a Delaware corporation ("CAT") which as of the date of this agreement is a wholly owned subsidiary of MedCom. RECITALS Whereas, MedCom desires to separate its several businesses comprised of its healthcare and financial transaction solutions business and its proprietary patented payment transaction technology, both of which have been continuously engaged in their respective businesses for substantially more than five years, into independent companies; and Whereas, such separation will allow the separate companies focus on their separate business models and markets, allow management to focus on their respective businesses and enhance access to financing by allowing banks and the financial community to focus separately on the respective businesses; and Whereas, MedCom intends to Spin-off through a distribution of CAT shares to the shareholder's of MedCom on a date certain, subject to certain conditions; and Whereas, the distribution of the CAT shares is intended to be a taxable event as Medcom will retain 40% of the CAT Stock, this dristibution will not meet the 80% control requirement of Section 355 and, Whereas, MedCom and CAT have determined that it is necessary and desirable to set forth certain agreements that will govern certain matters relating to the Distribution. Therefore, in consideration of the mutual agreements, provisions and covenants contained in this agreement, the parties to it agree as follows: AGREEMENT The parties, intending to be legally bound, agree as follows: ARTICLE I DEFINITIONS For purposes of this Agreement, the following terms have the meanings specified or referred to in this Article I: 1.1 "ADMINISTRATIVE SERVICES AGREEMENT" means the Administrative Services Agreement dated the date of this agreement and entered into between MedCom and CAT. Separation Agreement Page 1 of 11

1.2 "AFFILIATE" means the term "affiliate" as defined in Regulation 12b-2 under the Exchange Act. 1.3 "ANCILLARY AGREEMENTS" means the Tax Sharing Agreement, the Administrative Services Agreement and any other agreement entered into between the parties to this agreement on or prior to the Distribution Date, the terms of which are to be effective after the Distribution Date. 1.4 "CODE" means the Internal Revenue Code of 1986, as amended. 1.5 "COMMISSION" means the Securities and Exchange Commission. 1.6 "DISTRIBUTION" means the distribution to the MedCom shareholders of certain shares of CAT common stock owned by MedCom on the Distribution Date. 1.7 "DISTRIBUTION DATE" means the close of business on the date determined by the MedCom Board as of which the Distribution shall be effected. 1.8 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, or any successor legislation. 1.9 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended. 1.10 "INSURANCE PROCEEDS" means those monies (i) received by an insured from an insurance carrier, or (ii) paid by an insurance carrier on behalf of the insured, in either case net of any applicable premium adjustments (including reserves), retrospectively rated premium adjustments, deductibles, retentions, or costs paid by such insured. 1.11 "IRS" means the Internal Revenue Service. 1.12 "MEDCOM BOARD" means the board of directors of MedCom. 1.13 "MEDCOM STOCK" means the common stock of MedCom. 1.14 "CAT COMMON STOCK" means the common stock of CAT. 1.15 "LIABILITIES" means any and all debts, losses, liabilities, claims, damages, obligations, payments, costs and expenses, absolute or contingent, mature or not mature, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising (unless otherwise specified in this agreement), including all attorney's fees, costs and expenses relating to them, and including, without limitation, those debts, losses, liabilities, claims, damages, obligations, payments, costs and expenses, arising under any law, rule, regulation, action, threatened action, order or consent decree of any governmental entity or any award of any arbitrator of any kind, and those arising under any contract, commitment or undertaking. 1.16 "OTC-BB" means the National Association of Securities Dealers Over the Counter Bulletin Board quotation system. Separation Agreement Page 2 of 11

1.17 "RECORD DATE" means the close of business on the date to be determined by the MedCom Board as the record date for the Distribution. 1.18 "TAX SHARING AGREEMENT" means the tax sharing agreement, dated the date of this agreement, entered into between MedCom and CAT. ARTICLE II THE DISTRIBUTION 2.01 THE DISTRIBUTION. (a) MedCom and CAT agree that effective at the close of business on December 15, 2006, MedCom's shareholders will be entitled to one share of CAT common stock for every one share of MedCom stock held at that time. The payables date for the actual distribution of the shares will be determined by the Board of MedCom and shall be based upon the filing of the CAT registration statement under Form SB-2. (b) On the payable date, MedCom will deliver to the transfer agent for CAT instructions for the stock transfer agent to act as a distribution agent for the shares of CAT to be distributed to the MedCom stockholders. The distribution agent will effect delivery of the shares of the CAT common stock issuable in the spin off through the transfer agent's book-entry registration system by mailing to each record holder a statement of holdings detailing the record holder's ownership interest in CAT and the method by which the record holder may access its account. SB-2. (c) Following the payable date, MedCom shall retain 60,000,000 shares of common stock of CAT. 2.02 COOPERATION PRIOR TO THE DISTRIBUTION. MedCom and CAT shall take all such action as may be necessary or appropriate under the securities or blue sky laws of states or other political subdivisions of the United States, in connection with the transactions contemplated by this agreement and the Ancillary Agreements. 2.03 CONDITIONS TO DISTRIBUTION. This agreement and the consummation of each of the transactions provided for in this agreement shall be subject to approval of the MedCom Board. The MedCom Board shall in its discretion establish the Record Date, the Distribution Date and payables date and all appropriate procedures in connection with the Distribution, but in no event shall the Distribution Date occur prior to such time as all of the following have occurred: (i) the MedCom Board has formally approved the Distribution; and (ii) the transactions contemplated by Article III shall have been consummated in all material respects; provided that the satisfaction of such conditions shall not create any obligation on the part of MedCom or any other party to this agreement to effect the Distribution or in any way limit MedCom's power of termination set forth in Section 6.08 or alter the consequences of any such termination from those specified in such Section. Separation Agreement Page 3 of 11

2.04 CERTAIN POST-DISTRIBUTION TRANSACTIONS. (a) CAT shall comply with each representation and statement made, or to be made, to any taxing authority in connection with any ruling obtained, or to be obtained, by MedCom and/or CAT, from any taxing authority with respect to the transactions contemplated by this agreement. (b) MedCom shall from time to time after the Distribution Date, and without additional consideration, execute such deeds, assignments and other instruments of conveyance as may be necessary or advisable to transfer or confirm legal, record ownership of assets (both real and personal) used by CAT in its businesses to or in CAT. (c) MedCom and CAT may from time to time find it desirable to combine and/or coordinate the purchase of various types of insurance from third party insurers. Should MedCom and CAT desire to combine and/or coordinate the purchase of insurance, it shall be done in such a way that is beneficial to both parties and would require each party to hold each other harmless from any and all Liabilities of whatever type that might arise out of the respective party's operations. (d) CAT with MedCom's cooperation shall also prepare and file with the Commission, an SB-2 registration statement and a Form 8, which shall include such information as is necessary to cause the SB-2 and the Form 8 to become effective under the Exchange Act as soon as practicable. ARTICLE III TRANSACTIONS RELATING TO THE DISTRIBUTION 3.01 ALLOCATION OF LIABILITIES BETWEEN MEDCOM AND CAT. (a) As of the Distribution Date, or as soon as possible after, CAT will become the obligor or guarantor, as applicable, of the Liabilities associated with the businesses being conducted by CAT and identified in Exhibit A to this agreement, replacing MedCom in such capacity. CAT shall assume liability for all of the Liabilities identified in Exhibit A, and indemnifies MedCom and holds MedCom harmless from all Liabilities resulting from them pursuant to the provisions of Article IV. (b) All intercompany account balances between MedCom and CAT for transactions occurring prior to the Distribution Date shall be settled by a payment in cash on or shortly after the Distribution Date. 3.02 SATISFACTION OF ANY CLAIMS AGAINST MEDCOM. CAT agrees that, except as provided in the tax sharing agreement, the making of the reconciliation and assumptions described in Section 3.01 by the parties shall be in complete satisfaction of any claim which a party might otherwise have against the other as parent or shareholder by reason of dividends or tax benefits paid or made available between them at any time prior to the Distribution. 3.03 ANCILLARY AGREEMENTS. On or prior to the date of this agreement, MedCom and CAT shall execute and deliver each Ancillary Agreement to which it is a party. Separation Agreement Page 4 of 11

3.04 COMPENSATION SHARES. CAT shall reserve for issuance an additional 12,000,000 shares of CAT common stock for employees of and consultants for MedCom as consideration and compensation for their efforts in effecting the transaction covered by this Agreement. Such shares shall be restricted shares but shall be covered by the CAT registration statement being filed for the restricted shares issued under this Agreement to the MedCom stockholders if issued prior to the effective date thereof. 3.05 THE CAT BOARD. CAT and MedCom shall take all actions which may be required to elect or otherwise appoint, on or prior to the Distribution Date, William P. Williams as the sole director of CAT. ARTICLE IV INDEMNIFICATION 4.01 INDEMNIFICATION BY MEDCOM. Except as otherwise set forth in the tax sharing agreement, MedCom shall indemnify, defend and hold harmless CAT and its respective directors, officers and employees and each of the heirs, executors, administrators, personal representatives, successors and assigns of any of the foregoing (the "CAT indemnitees") from and against any and all Liabilities of the CAT indemnitees arising out of or due to the failure or alleged failure of MedCom or any of its Affiliates to pay, perform or otherwise discharge in due course any item set forth in this Agreement. 4.02 INDEMNIFICATION BY CAT. Except as otherwise set forth in the tax sharing agreement, CAT shall indemnify, defend and hold harmless MedCom and its respective directors, officers and employees and each of the heirs, executors, administrators, personal representatives, successors and assigns of any of the foregoing (the "MedCom indemnitees") from and against any and all Liabilities of the MedCom indemnitees arising out of or due to the failure or alleged failure of CAT or any of its Affiliates to pay, perform or otherwise discharge in due course any item set forth in this Agreement. 4.03 LIMITATIONS ON INDEMNIFICATION OBLIGATIONS. The amount which any party (an "indemnifying party") is or may be required to pay to any other party (an "indemnitee") pursuant to Section 4.01 or Section 4.02 shall be reduced (including, without limitation, retroactively) by any Insurance Proceeds or other amounts actually recovered by or on behalf of such indemnitee and actual cash reserves held by or for the benefit of such indemnitee, in reduction of the related liability. If an indemnitee shall have received the payment required by this agreement from an indemnifying party in respect of any liability and shall subsequently actually receive Insurance Proceeds or other amounts in respect of such liability, then such indemnitee shall pay to such indemnifying party a sum equal to the amount of such Insurance Proceeds or other amounts actually received (up to but not in excess of the amount of any indemnity payment made under this Agreement). An insurer who would otherwise be obligated to pay any claim shall not be relieved of the responsibility with respect to it, or, solely by virtue of the indemnification provisions of this Agreement, have any subrogation rights with respect to it, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit they would not be entitled to receive in the absence of the indemnification provisions appearing in this agreement) by virtue of the indemnification provisions of this Agreement. Separation Agreement Page 5 of 11

4.04 PROCEDURE FOR INDEMNIFICATION. (a) If an indemnitee shall receive notice or otherwise learn of the assertion by a person (including, without limitation, any governmental entity) who is not a party to this agreement or to any of the Ancillary Agreements of any claim or of the commencement by any such person of any action (a "third party claim") with respect to which an indemnifying party may be obligated to provide indemnification pursuant to this agreement, such indemnitee shall give such indemnifying party written notice of it promptly after becoming aware of such third party claim; the failure of any indemnitee to give notice as provided in this Section 4.04 shall not relieve the related indemnifying party of its obligations under this Article IV, except to the extent that such indemnifying party is prejudiced by such failure to give notice. Such notice shall describe the third party claim in reasonable detail and, if ascertainable, shall indicate the amount (estimated if necessary) of the liability that has been or may be sustained by such indemnitee. (b) An indemnifying party may elect to defend or to seek to settle or compromise, at such indemnifying party's own expense and by such indemnifying party's own counsel, any third party claim. Within 30 days of the receipt of notice from an Indemnitee in accordance with Section 4.04(a) (or sooner, if the nature of such third party claim requires it), the indemnifying party shall notify the related indemnitee if the indemnifying party elects not to defend or to seek to settle or compromise such third party claim, which election may be made only in the event of a good faith assertion by the indemnifying party that a claim was inappropriately tendered under Section 4.01 or 4.02. Unless an indemnifying party elects not to assume the defense of or to seek to settle or compromise a third party claim, such indemnifying party shall not be liable to such indemnitee under this article IV for any legal or other expenses subsequently incurred by such Indemnitee in connection with the defense of it; provided that if the defendants in any such claim include both the indemnifying party and one or more indemnitees, and in any indemnitee's reasonable judgment a conflict of interest between one or more of such indemnitees and such indemnifying party exists in respect of such claim, such indemnitees shall have the right to employ separate counsel to represent such indemnitees and in that event the reasonable fees and expenses of such separate counsel (but not more than one separate counsel reasonably satisfactory to the indemnifying party) shall be paid by such indemnifying party; and provided further that the indemnifying party shall not be entitled to settle such action or claim on behalf of the indemnitee without the prior written consent of the indemnitee, which consent shall not unreasonably be withheld. For the purposes of this agreement, such consent shall be deemed to be reasonably withheld only if such settlement would, in addition to the payment of money, impose an unreasonable and material burden on the indemnitee, including without limitation a consent judgment or injunction. If an indemnifying party elects not to defend, or elects not to seek to settle or compromise, a third party claim, such indemnitee may defend or seek to compromise or settle such third party claim. (c) If an indemnifying p arty chooses to defend or to seek to compromise or settle any third party claim, the related indemnitee, at its own expense, shall make available to such indemnifying party any personnel or any books, records or other documents within its control or which it otherwise has the ability to make available that are necessary or appropriate for Separation Agreement Page 6 of 11

such defense, settlement or compromise, and shall otherwise cooperate in the defense, settlement or compromise of such third party claims. (d) Notwithstanding anything else in this Section 4.04 to the contrary, neither an indemnifying party nor an indemnitee shall settle or compromise any third party claim unless such settlement or compromise contemplates as an unconditional term of it the giving by such claimant or plaintiff to the indemnitee or the indemnifying party, respectively, of a written release from all liability with respect to such third party claim. (e) Any claim on account of a liability which does not result from a third party claim shall be asserted by written notice given by the indemnitee to the related indemnifying party. Such indemnifying party shall have a period of 30 days after the receipt of such notice within which to respond in writing to it. If such indemnifying party does not respond within such 30 day period, such indemnifying party shall be deemed to have rejected responsibility to make payment. If such indemnifying party does respond in writing within such 30 day period and rejects such claim in whole or in part, or in the event a claim is deemed to have been rejected, such indemnitee shall be free to pursue such remedies as may be available to such party under applicable law. (f) In addition to any adjustments required pursuant to Section 4.03, if the amount of any liability shall, at any time subsequent to the payment required by this agreement, be reduced by recovery, settlement or otherwise, the amount of such reduction, less any expenses incurred in connection with them, shall promptly be repaid by the indemnitee to the indemnifying party. (g) Upon the written demand of an indemnitee, an indemnifying party shall reimburse or advance funds to such indemnitee for all Liabilities reasonably incurred by it in connection with investigating or defending any third party claim in advance of its final disposition; provided that such reimbursement need be made only upon delivery to the indemnifying party of an undertaking by such indemnitee to repay all amounts so reimbursed or advanced if it shall ultimately be determined that such Indemnitee is not entitled to indemnification under this Article IV or otherwise. (h) In the event of payment by an indemnifying party to any indemnitee in connection with any third party claim, such indemnifying party shall be subrogated to and shall stand in the place of such indemnitee as to any events or circumstances in respect of which such indemnitee may have any right or claim relating to such third party claim against any claimant or plaintiff asserting such third party claim or against any other person. Such indemnitee shall cooperate with such indemnifying party in a reasonable manner, and at the cost and expense of such indemnifying party, in prosecuting, in its name or in the name of the indemnitee, any subrogated right or claim. 4.05 REMEDIES CUMULATIVE. The remedies provided in this Article IV shall be cumulative and shall not preclude assertion by any indemnitee of any other rights or the seeking of any and all other remedies against any indemnifying party; provided that all remedies sought or asserted by an Separation Agreement Page 7 of 11

Indemnitee against an indemnifying party with respect to a liability shall be limited by and be subject to the provisions of this Article IV. 4.06 SURVIVAL OF INDEMNITIES. The obligations of each of (i) MedCom on the one hand, and (ii) CAT, on the other hand, under this Article IV, shall survive the sale or other transfer by it of any assets or businesses or the assignment by it of any Liabilities, with respect to any loss of the other related to such assets, businesses or Liabilities. ARTICLE V ACCESS TO INFORMATION 5.01 ACCESS TO INFORMATION. From and after the distribution date, MedCom shall afford to CAT and its authorized accountants, counsel and other designated representatives reasonable access (including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours to all records, books, contracts, instruments, computer data and other data and information (collectively, "information") within MedCom's possession or under MedCom's direction or control relating to CAT or MedCom insofar as such access is reasonably required by CAT. Similarly, CAT shall afford to MedCom and its authorized accountants, counsel and other designated representatives reasonable access (including using reasonable efforts to give access to persons or firms possessing information) and duplicating rights during normal business hours to information within CAT's possession or under CAT's direction or control relating to MedCom or CAT insofar as such access is reasonably required by MedCom. Information may be requested under this article V for, without limitation, audit, accounting, claims, litigation and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and for performing this agreement the Ancillary Agreements and the transactions contemplated hereby and thereby. Except as otherwise provided herein, MedCom and CAT shall retain and keep confidential all information relating to the other party. The confidentiality obligation contained in this agreement shall not apply to information which (i) is not confidential at the time it is obtained by the party, (ii) becomes available to the party, through no fault of that party's employees, agents, successors or assigns under this agreement, from a third party source having no requirement of confidentiality to the other party to this agreement, (iii) falls into the public domain through no fault of the party, or (iv) is required to be disclosed by law or to a governmental agency. 5.02 RETENTION OF RECORDS. Except as otherwise agreed to in writing, each of MedCom and CAT shall retain for a period of at least seven years, all information relating to the other; provided that after the expiration of such period, such information shall not be destroyed or otherwise disposed of at any time, except as otherwise provided in the Administrative Services Agreement. 5.03 PRODUCTION OF WITNESSES. At all times from and after the Distribution Date, each of MedCom and CAT shall use reasonable efforts to make available to the other upon written request, its officers, directors, employees and agents as witnesses to the extent that such persons may reasonably be required in connection with any legal, administrative or other proceedings in which the requesting party may from time to time be involved. Separation Agreement Page 8 of 11

ARTICLE VI MISCELLANEOUS 6.01 COMPLETE AGREEMENT; CONSTRUCTION. This agreement, including any schedules and exhibits and the Ancillary Agreements and other agreements and documents referred to herein, shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. Notwithstanding any other provisions in this agreement to the contrary, in the event and to the extent that there shall be a conflict between the provisions of this agreement and the provisions of the tax sharing agreement or the Administrative Services Agreement, the provisions of the tax sharing agreement or the Administrative Services Agreement shall control. 6.02 SURVIVAL OF AGREEMENTS. Except as otherwise contemplated by this agreement, all covenants and agreements of the parties contained in this agreement shall survive the Distribution Date. 6.03 EXPENSES. Except as otherwise set forth in this agreement or any Ancillary Agreement, all costs and expenses arising prior to the distribution date (whether or not then payable) in connection with the consummation of the transactions contemplated by this agreement other than (i) the fees and expenses of any counsel, (ii) costs incurred in connection with any financing arrangements entered into by CAT, and (iii) fees of the National Association of Securities Dealers, Inc. incurred with respect to the authorization for quotation of the CAT corporate stock, all of which shall be paid by MedCom to the extent that appropriate documentation concerning such costs and expenses shall be provided to MedCom. Such costs and expenses shall include, without limitation, printing costs and other expenses related to the preparation, printing and Distribution of any registration statement and prospectus. 6.04 GOVERNING LAW. This agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws of it. 6.05 NOTICES. All notices and other communications hereunder shall be in writing and shall be delivered by hand or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or at such other addresses for a party as shall be specified by like notice) and shall be deemed given on the date on which such notice is received:
To MedCom: 7975 North Hayden Road, Suite D-333 Scottsdale, AZ 85258 33 West Jackson Blvd., Suite 1618 Chicago, IL 60604-3749

To

CAT:

6.06 AMENDMENTS. This agreement may not be modified or amended except by an agreement in writing signed by both parties hereto. Separation Agreement Page 9 of 11

6.07 SUCCESSORS AND ASSIGNS. This agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. 6.08 TERMINATION. This agreement may be terminated and the Distribution abandoned at any time prior to the distribution date by and in the sole discretion of the MedCom Board without the approval of CAT, or of MedCom shareholders. In the event of such termination, no party shall have any liability of any kind to any other party except that expenses incurred in connection with the transactions contemplated hereby shall be paid as provided in Section 6.04. 6.09 NO THIRD-PARTY BENEFICIARIES. Except for the provisions of Article IV relating to indemnitees, this agreement is solely for the benefit of the parties to it and their respective Affiliates and shall not be deemed to confer upon third parties any remedy, claim, reimbursement, claim of action or other right in excess of those existing without reference to this agreement. 6.10 TITLES AND HEADINGS. Titles and headings to sections in this agreement are inserted for the convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this agreement. 6.12 LEGAL ENFORCEABILITY. Any provision of this agreement which is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of it. Any such prohibition or unenforceability shall not invalidate or render unenforceable such provision or remedies otherwise available to any party to this agreement. Without prejudice to any rights or remedies otherwise available to any party to this agreement, each party to this agreement acknowledges that damages would be inadequate remedy for any breach of the provisions of this agreement and agrees that the obligations of the parties under this agreement shall be specifically enforceable. 6.13 DISPUTES. If a dispute arises between the parties under this or any Ancillary Agreement, the parties agree that the dispute will be submitted to a steering committee of two members, one appointed by each of party, the decision of such steering committee to be binding on both parties, and if resolution through the steering committee fails, the parties shall resort to final and binding arbitration (unless a lawsuit seeks injunctive relief or specific performance or if the lawsuit involves the tax free treatment of the spin off). In the event that any dispute is to be decided by arbitration, an arbitrator shall be selected under the Rules of the American Arbitration Association. Any arbitration shall be conducted in accordance with said rules then in effect and shall be binding on the parties hereto and enforceable in accordance therewith. The parties agree to waive, and not seek, consequential, special, indirect or incidental damages or punitive damages. Separation Agreement Page 10 of 11

In witness, the parties have caused this agreement to be duly executed as of the day and year first written above.
"MEDCOM" MEDCOM USA, INCORPORATED, a Delaware corporation

By: /s/ William P. Williams ---------------------------------------William P. Williams, CEO "CAT" CARD ACTIVATION TECHNOLOGIES INC., a Delaware corporation

By: /s/ Michael Malet ---------------------------------------Michael Malet, Executive Vice President

-------------------------------------------------------------------------------Separation Agreement Page 11 of 11

EXHIBIT 10.3 TAX SHARING AGREEMENT This tax sharing agreement (the "AGREEMENT"), dated as of October 31, 2006, by and between MedCom USA, Incorporated, a Delaware corporation ("MEDCOM") and Card Activation Technologies Inc., a Delaware corporation ("CAT") which as of the date of this agreement is a wholly owned subsidiary of MedCom. RECITALS: MedCom desires to separate its businesses into independent companies. MedCom intends to spin-off (the "SPIN-OFF") to its shareholders a substantial portion of the outstanding capital stock of CAT at the date and time of such Spin-off (the "SPIN-OFF DATE"). The parties recognize that it will be necessary or advisable to define their respective rights and responsibilities pertaining to federal and state income tax (the term "state income tax" includes all state franchise taxes measured by net income) liabilities. Therefore, in consideration of the mutual covenants and subject to the terms and conditions contained in this agreement, the parties agree as follows: 1. LIABILITIES ATTRIBUTABLE TO PRE-SPIN-OFF PERIODS. (a) RETURNS. MedCom, on a consolidated basis with CAT has timely filed (or has obtained or will obtain valid extensions of time for filing and will file) all federal and state income tax returns which are required to be filed for periods up to and including the Spin-off Date. (b) TAX LIABILITIES. Reasonable estimates of federal and state income taxes of CAT for all pre-Spin-off periods (and taxes deemed to be attributable to pre-Spin-off periods, pursuant to Section 3) have been or will be reflected in the pre-Spin-off financial statements of CAT in accordance with MedCom's tax allocation and settlements policy, subject to adjustments to be made upon filing the final MedCom consolidated federal income tax return in which CAT are included. (c) TAX CARRYFORWARDS. The parties agree that none of MedCom's accrued consolidated federal net operating loss, investment tax credit and other federal tax carryforwards ("CARRYFORWARDS"), if any, are attributable to CAT's operations and no portion of the same will be allocated to CAT. (d) SETTLEMENT OF TAX LIABILITY. Prior to, or concurrent with, the Spin-off, CAT will settle with MedCom, its current income tax liability and intercompany tax note accounts (as determined in Section 1(b), before the return adjustments noted in such section). Such settlement shall be effected by payments and/or adjustments to shareholder's equity of CAT, as mutually agreed by the parties. Tax Sharing Agreement Page 1 of 6

(e) POST-SPIN-OFF ADJUSTMENT TO PRE-SPIN-OFF LIABILITIES. Subject to Section 1(f), MedCom and CAT agree that tax deficiencies of (including applicable penalties and interest), or refunds due, CAT attributable to any period ending on or before the Spin-off Date, and whether the result of audits, discovery of errors or otherwise, will be paid or retained by MedCom, except to the extent that: (i) an additional tax liability results in an adjustment that will provide CAT a tax benefit in future periods (e.g., an adjustment to tax depreciation that increases the tax basis of assets of CAT and that will provide increased tax deductions to CAT) or has been accrued on the financial statements of CAT prior to the Spin-off, (ii) an additional tax benefit results in an adjustment that will provide CAT a tax liability in future periods, or (iii) the payment or retention by MedCom would result in either MedCom or CAT incurring or receiving a double liability or benefit attributable to the same item. (f) PAYMENT OF POST-SPIN-OFF ADJUSTMENTS TO PRE-SPIN-OFF LIABILITIES. Post-Spin-off adjustments to pre-Spin-off liabilities, under Sections 1(b), 1(c), 1(e)(i), 1(e)(ii), 1(e)(iii) and 2(c), shall not become payable, whether by MedCom to CAT or CAT to MedCom, until such time as the net aggregate amount of all then existing claims owed by one party to the other exceeds the sum of $2,500 at which time all such amounts shall become payable. In the event that net aggregate adjustments owed by one party to the other never exceeds $2,500, no amounts shall become payable by that party. Payment of amounts payable by MedCom shall be paid within 30 days upon receipt of a full accounting of such amounts from CAT. Payment of amounts payable by CAT shall be paid within 30 days of the date on which CAT receives a benefit attributable to the adjustments. Notwithstanding the foregoing, all amounts shall be paid no later than three years from the extended due date of the final pre-Spin-off return. In the event that amounts become payable after this date, payment will become due and be paid within 30 days of receipt of notification, which notification shall include a full accounting. Once the net aggregate amount exceeds $2,500 and payment has been made by one party to the other, any subsequent adjustment (including adjustments to amounts already paid) shall become due within 30 days of receipt of notification, which notification shall include a full accounting. MedCom, or CAT, as applicable, shall provide the other party with an annual accounting of all of such adjustments, regardless of whether or not the amounts have become payable or a payment is required. This subparagraph does not preclude CAT from adjusting their post-Spin-off tax returns to reflect the sum of the adjustments prior to payment. (g) ADMINISTRATION. After the Spin-off, MedCom, and its officers, employees, representatives or agents, shall not sign or execute any waivers, extensions or other agreements relating to any federal or state statute of limitation for any tax period ending on or prior to the Spin-off Date, and MedCom shall provide the necessary powers of attorney to enable CAT to sign tax returns, claims for refund, protests of assessments and statute of limitation agreements with respect to periods ending on or prior to the Spin-off Date. Tax Sharing Agreement Page 2 of 6

CAT shall be entitled to participate in the resolution of any pre-Spin-off audit dispute which affects post-Spin-off tax returns of CAT, provided however, that MedCom shall be entitled to determine the final resolution. The party receiving notification from a taxing authority shall promptly notify the other party in the event any such audit dispute arises. 2. LIABILITIES ATTRIBUTABLE TO POST-SPIN-OFF PERIODS. (a) RETURNS. CAT shall be responsible for preparing and filing any and all income tax returns on behalf of itself for tax periods ending after the Spin-off Date. (b) TAX LIABILITIES. CAT shall be responsible for the payment of all liabilities and entitled to receive all refunds of federal and state income taxes for periods beginning and ending after the Spin-off Date attributable to the post-Spin-off operations of itself (including liabilities deemed attributable to post-Spin-off periods, pursuant to Section 3). (c) TAX CARRYBACKS. Any carryback of federal or state tax net operating losses or tax credits of CAT from periods beginning after the Spin-off Date (including carrybacks deemed attributable to post-Spin-off periods, pursuant to Section 3) to periods ending on or prior to the Spin-off Date will be paid by MedCom to CAT, but only to the extent that those losses or credits offset taxable income or tax liability of CAT in the carryback period as permitted by law or regulation and result in a cash refund to MedCom. The time for the payment of tax carrybacks by MedCom to CAT, and resulting from application of this paragraph (c), shall be determined in accordance with Section 1(f). (d) ADMINISTRATION. MedCom shall allow CAT reasonable access to properties and records so as to enable CAT to fully perform its obligations under this agreement. 3. LIABILITIES ATTRIBUTABLE TO PERIODS WHICH STRADDLE THE SPIN-OFF DATE. In the event that an income tax return is required to be filed by CAT for a period that straddles the Spin-off Date, the resulting liability, loss and/or credit carryback deemed attributable to the preSpin-off period shall be determined on a proforma basis. The difference between such proforma amount and the amount actually determined upon filing the applicable income tax return shall be deemed to be attributable to the postSpin-off period. 4. THIRTY DAY RULE. MedCom, at its sole discretion, may elect to disregard certain tax periods of 30 days or less as provided in Treasury Regulation 1.1502-76(b)(5). In such case the Spin-off Date, as used in this agreement, shall be adjusted for the period so disregarded. 5. RESTRICTIONS ON CERTAIN ACTIONS. CAT hereby agrees to be liable for taxes incurred by Medcom that arise as a result of CAT taking or failing to take certain actions that result in the distribution failing to meet the requirements of a tax-free distribution under Sections 355 and 368(a)(1)(D) of the Code. CAT agrees that it will not take any actions that would result in any tax being imposed on the spin off. More specifically, for the two-year period following the spin off, CAT have agreed not to: Tax Sharing Agreement Page 3 of 6

(a) Sell or otherwise issue to any person, or redeem or otherwise acquire from any person, any of its equity securities; provided, however that CAT may (1) sell or otherwise issue equity securities or repurchase equity securities in certain circumstances permitted by the IRS guidelines, and (2) sell or otherwise issue equity securities provided that such issuance, individually or when aggregated with other issuances and any transactions occurring in the four-year period beginning on the date which is two years before the distribution date, and with any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the spin off (other than sales or issuances of equity securities described in clause (1) above), results in one or more persons acquiring, directly or indirectly (as determined under Section 355(e) of the Code, taking into account applicable constructive ownership rules), stock representing a 35% or greater interest, by vote or value, in CAT. (b) Sell, transfer, or otherwise dispose of CAT assets that, in the aggregate, constitute more than 50% of its gross assets, excluding any sales conducted in the ordinary course of our business. (c) Voluntarily dissolve or liquidate or engage in any merger (except for certain cash acquisition mergers), consolidation, or other reorganization, except for certain mergers and liquidations of its wholly owned subsidiaries to the extent not inconsistent with the tax-free status of the spin off. (d) Take any action (including, but not limited to, the sale or disposition of any stock, securities, or other assets), or fail to take any action that would cause Medcom to recognize gain under any gain recognition agreement to which Medcom is a party. (e) Amend its certificate of incorporation (or any other organizational document), or take any action, whether through a stockholder vote or otherwise, affecting the relative voting rights of its separate classes of stock (including, without limitation, through the conversion of one class of stock into another class of stock), but only to the extent such amendment, action or conversion, if treated as an issuance of equity securities, would otherwise be prohibited by the tax sharing agreement. (f) Solicit any person to make a tender offer for, or otherwise acquire or sell, its equity securities, participate in or support any unsolicited tender offer for, or other acquisition, issuance, or disposition of, our equity securities, or approve or otherwise permit any proposed business combination or merger or any transaction which, individually or when aggregated with any other transactions occurring within the four-year period beginning on the date which is two years before the distribution date, and with any other transaction which is part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) that includes the spin off (other than certain issuances of equity securities permitted by IRS guidelines), results in one or more persons acquiring, directly or indirectly (as determined under Section 355(e) of the Code, taking into account applicable constructive ownership rules), stock representing a 35% or greater interest, by vote or value, in CAT. Tax Sharing Agreement Page 4 of 6

In addition, CAT agrees not to engage in certain of the actions described above, whether before or after the twoyear period following the spin off, if it is pursuant to an arrangement negotiated (in whole or in part) prior to the first anniversary of the spin off. 6. AMENDMENTS. This agreement may not be amended or revised except by a written instrument signed by both parties to this agreement. 7. WAIVERS. The failure of any party to this agreement at any time to require strict performance by the other party of any provision of this agreement shall not waive or diminish such party's right to later demand strict performance of that or any other provision of this agreement. 8. GOVERNING LAW. This agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 9. NOTICES. All notices and other communications shall be in writing and shall be delivered by hand or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or such other addresses for a party as shall be specified by like notices) and shall be deemed given on the date of which such notice is received.
To MedCom: 7975 North Scottsdale, 33 West Chicago, Hayden Road, AZ 85258 Suite D-333

To

CAT:

Jackson Blvd., IL 60604-3749

Suite

1618

10. SUCCESSORS AND ASSIGNS. This agreement and the obligations and rights incident to it shall inure to the benefit of the successors and permitted assigns of the parties to this agreement. 11. RELATIONSHIP OF PARTIES. Nothing contained in this agreement shall be deemed to constitute the appointment of either party as the agent of the other. ******* Tax Sharing Agreement Page 5 of 6

In witness, the parties to this agreement have executed this agreement as of the date first above written.
"MEDCOM" MEDCOM USA, INCORPORATED, a Delaware corporation

By: /s/ William P. Williams ---------------------------------------William P. Williams, CEO "CAT" CARD ACTIVATION TECHNOLOGIES INC., a Delaware corporation

By: /s/ Michael Malet ---------------------------------------Michael Malet, Executive Vice President

-------------------------------------------------------------------------------Tax Sharing Agreement Page 6 of 6

EXHIBIT 10.4 ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement (the "AGREEMENT"), dated as of October 31, 2006, by and between MedCom USA, Incorporated, a Delaware corporation ("MEDCOM") and Card Activation Technologies Inc., a Delaware corporation ("CAT") which as of the date of this agreement is a wholly owned subsidiary of MedCom. RECITALS: MedCom desires to separate its businesses into independent companies. MedCom intends to spin-off (the "SPIN-OFF") to certain of its shareholders a substantial portion of the outstanding capital stock of CAT at the date and time of such Spin-off (the "SPIN-OFF DATE"). The parties recognize that it will be necessary or advisable for each of them to provide certain administrative and other services to the other on an interim basis in order to facilitate their respective transitions into separate, publicly owned companies. Therefore, in consideration of the mutual covenants and subject to the terms and conditions contained herein, the parties agree as follows: 1. PERFORMANCE OF SERVICES. (a) To the extent necessary personnel and facilities are employed by and available to MedCom and CAT, each of them agrees, from and after the Spin-off date and for a transition period of up to one year following the Spinoff date, to provide the other on an "as needed" basis with the following services: (1) Tax consultation and assistance with tax return preparation and audits. Any taxes due shall be paid in accordance with that Tax Sharing Agreement of even date herewith between the parties; (2) Assistance with the preparation of (i) periodic filings under the Securities Exchange Act of 1934 or with the National Association of Securities Dealers, Inc., (ii) reports to stockholders, and (iii) other external financial reports; (3) Design and implementation of internal audit procedures; (4) Coordination of independent audits by nonaffiliated auditors; (5) Consultation on cash management, financing and other treasury matters; (6) Insurance and risk management services involving administration, placement of insurance, and broker selection for past and future insurance and risk management programs; and Administrative Services Agreement Page 1 of 5

(7) Such other services as may be mutually agreed upon between the parties. (b) Each party shall use its respective best efforts in providing the above services and, except for gross negligence or willful misconduct, shall not be responsible for the accuracy, completeness or timeliness of any advice or service or any return, report, filing or other document which it provides, prepares or assists in preparing. Notwithstanding the foregoing, neither party shall be obligated to provide the above services if that party determines in its reasonable judgment that providing such services would unreasonably interfere with the conduct of its own business activities. The parties shall cooperate in planning the scope and timing of services to be provided by each of them under this agreement so as to lessen or eliminate any such interference. 2. REIMBURSEMENT. The parties agree to reimburse each other for services rendered in accordance with an hourly fee schedule to be agreed upon from time to time by the parties. The hourly fee schedule may provide different rates for different categories of personnel. In addition, each party agrees to reimburse the other for all out-of-pocket expenses incurred by the providing party in connection with performing such services. The parties shall, on a periodic basis to be agreed upon, but not less frequently than quarterly, submit to and exchange with each other their respective statements of fees and expenses for payment, accompanied by such supporting detail as the recipient of the statement may reasonably request. Only the amount owed to one party for any period in excess of the amount owed by that party for the same period need be paid. Payment shall be due 30 days after date of the statement. 3. STAFFING PLANS. Nothing contained in this Agreement shall preclude either party from obtaining the above services from other providers. During the term of this Agreement, each party shall use reasonable efforts to hire or train personnel and, in its discretion, establish consulting relationships with third parties, so that each party will, with the passage of time, increasingly be able to perform or have performed all of the above services for itself. Each party shall keep the other generally informed of its plans in this regard in order for the other party to make any appropriate adjustments in its staffing and hiring plans. 4. DELIVERY OF RECORDS. As soon as is practicable after the Spin-off date, each party shall deliver to the other the originals of all certificates of incorporation, bylaws, licenses, certificates, board of directors' meeting minutes, stock certificates of their respective subsidiaries and all other corporate records, documents and instruments of a permanent nature pertaining to the other party which either of them may have in their possession in the condition and order in which they then exist. Each party shall be permitted to retain copies of such documents. 5. ACCESS TO PROPERTIES AND RECORDS. Each party will provide the other, and each of their respective officers, employees, representatives and agents full access, during normal business hours, to any and all premises, properties, books, records, data and other information relating to their respective businesses, as well as to their respective employees, representatives and agents, to acquire information for: Administrative Services Agreement Page 2 of 5

(a) The formulation and completion of: (a) any tax returns or other forms or reports required to be filed by either party with any governmental agency; (b) any amended tax returns or requests for tax refunds; and (c) any tax audits or investigations; (b) The preparation and completion of any financial statements which require the inclusion of the other party's financial information; (c) All insurance and bond matters; (d) The defense or prosecution of any claims, lawsuits or proceedings, if any, in which either party as a separate corporation has liability or rights, contingent or otherwise; and (e) Such other purposes as may be required, provided such purposes shall be attributable to the corporate relationship that formerly existed between MedCom and CAT, or for purposes related to the services provided pursuant to this Agreement or any other agreement entered into between MedCom and CAT in connection with the Spin-off. 6. RECORDS RETENTION. Each party shall retain all books, records, data and other information relating to its business and operations for the longer of: (a) Seven years; (b) The time that party normally keeps its records based upon its past custom and practice; or (c) The time necessary to resolve any tax issue, claim, lawsuit, action or proceeding that is pending at the time such records would otherwise be destroyed, taking into account any statutes of limitation which may have been waived. Each party shall annually provide the other with a list, prepared in reasonable detail, of books, records, data and other information scheduled for destruction in the ordinary course, provided that it shall not be necessary to include on the list any records which would clearly have no relevance to the other party. At the recipient's request, the other party shall retain any records so designated for an additional 12 months, at which time such records may again be listed as scheduled for destruction. 7. AMENDMENTS. This Agreement may not be amended or revised except by a written instrument signed by both parties to this Agreement. 8. WAIVERS. The failure of any party to this Agreement at any time to require strict performance by the other party to this Agreement of any provision of this Agreement shall not waive or diminish such party's right to later demand strict performance of that or any other provision of this Agreement. Administrative Services Agreement Page 3 of 5

9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 10. NOTICES. All notices and other communications shall be in writing and shall be delivered by hand or mailed by registered or certified mail (return receipt requested) to the parties at the following addresses (or such other addresses for a party as shall be specified by like notices) and shall be deemed given on the date on which such notice is received:
To MedCom: 7975 North Scottsdale, 33 West Chicago, Hayden Road, AZ 85258 Suite D-333

To

CAT:

Jackson Blvd., IL 60604-3749

Suite

1618

11. NO THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the parties to it and their respective affiliates and should not be deemed to confer upon third parties any remedy, claim, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement. 12. SUCCESSORS AND ASSIGNS. This Agreement and the obligations and rights incident hereto shall inure to the benefit of the successors and permitted assigns of the parties to this Agreement. 13. RELATIONSHIP OF PARTIES. Nothing contained in this Agreement shall be deemed to constitute the appointment of either party as the agent of the other. ******* Administrative Services Agreement Page 4 of 5

In witness, the parties have executed this agreement as of the date first above written.
"MEDCOM" MEDCOM USA, INCORPORATED, a Delaware corporation

By: /s/ William P. Williams ---------------------------------------William P. Williams, CEO "CAT" CARD ACTIVATION TECHNOLOGIES INC., a Delaware corporation

By: /s/ Michael Malet ---------------------------------------Michael Malet, Executive Vice President

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10.5 Revolving Line of Credit with Medcom USA Incorporated.       EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We have issued our report dated , 2006, accompanying the financial statements of Card Activation Technologies Inc. on form SB-2 for the year ended September 30, 2006. We hereby consent to the incorporation by reference of said report on the Registration Statement of Card Activation Technologies Inc. on Form SB-2 to be filed with the U.S. Securities and Exchange Commission. Signed,
/s/ SE Clark & Company, P.C. December 22, 2006

   S.E.Clark & Company, P.C.    Registered Firm: Public Company Accounting Oversight Board

EXHIBIT 23.2 Consent of Independent Auditors    We have issued our report dated December 15, 2006, accompanying the financial statements of Card Activation Technologies Inc. for the period ended September 30, 2006. We hereby consent to the incorporation by reference of said report in the Registration Statement of Card Activation Technologies Inc. on Form SB-2 to be filed with the U.S. Securities and Exchange Commission.    /s/ S.E.Clark & Company, P.C. March 21, 2007 Tucson, Arizona      


								
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