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                                                                    EXHIBIT 99.3
                                  CATUITY INC.

                             AUDIT COMMITTEE CHARTER

                           (As Revised March 11, 2004)

I. DESCRIPTION AND PURPOSE

The Audit Committee (the "Committee") is a standing committee of the Board of
Directors (the "Board") of Catuity Inc. (the "Company") whose purpose is, in
accordance with Section 2(a)(3) of the Sarbanes-Oxley Act of 2002 (the "Act"),
to oversee the accounting and reporting processes of the Company and audits of
the Company's financial statements. The Committee shall act independently as
authorized and assist the Board in fulfilling its oversight responsibilities by
reviewing the financial information which will be provided to the Board and
others, the internal control structure, the audit process, and the adherence to
applicable laws and regulations. Considering the size and complexity of the
Company, the Committee shall apply reasonable materiality standards to all of
its activities.

II. COMPOSITION, EXPERTISE, AND INDEPENDENCE REQUIREMENTS OF AUDIT COMMITTEE
    MEMBERS

A. NUMBER OF MEMBERS

     The Committee shall consist of at least three members, comprised solely of
     Independent Directors, as that term is defined below.

B. QUALIFICATIONS

     1. Financial Literacy. Each member of the Committee must be able to read
     and understand fundamental financial statements, including the Company's
     balance sheet, income statement, and cash flow statement or must become
     able to do so within a reasonable period of time after his or her
     appointment to the Committee.

     2. Financial Expertise. At least one member of the Committee must be
     an "Audit Committee Financial Expert ("ACFE"), as defined by the SEC and
     determined by the Board. An ACFE must possess all of the following
     attributes (the "Attributes"):

          a. an understanding of GAAP and financial statements;

          b. the ability to assess the general application of GAAP in connection
          with the accounting for estimates, accruals and reserves;

          c. experience preparing, auditing, analyzing or evaluating financial
          statements that present a breadth and level of complexity of
          accounting issues that can reasonably be expected to be raised by the
          Company's financial statements, or experience actively supervising one
          or more persons engaged in such activities;

          d. an understanding of internal controls and procedures for financial
          reporting; and

          e. an understanding of audit committee functions generally.

     The ACFE must have acquired the Attributes through any one or more of the
     following:

          a. education and experience as a principal financial officer,
          principal accounting officer, controller, public accountant or auditor
          or experience in one or more positions that involve the performance of
          similar functions;

          b. experience actively supervising a principal financial officer,
          principal accounting officer, controller, public accountant, auditor
          or person performing similar functions;

          c. experience overseeing or assessing the performance of companies or
          public accountants with respect to the preparation, auditing or
          valuation of financial statements; or

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          d. other relevant experience.

     3. Independence. As used in this Charter, "Independent Director" means a
     member of the Board other than an officer or employee of the Company or its
     subsidiaries or any other individual having a relationship which, in the
     opinion of the Board, would interfere with the exercise of independent
     judgment in carrying out the responsibilities of a director. The following
     persons shall not be considered independent:

          a. a director who is employed by the Company or by any parent or
          subsidiary of the Company within the past three years;

          b. a director who accepted directly or indirectly (including
          acceptance by any person who is a relative by blood, marriage or
          adoption or who has the same residence as the director ("Family
          Member") or acceptance by entities related to the director) any
          consulting, advisory, or other compensatory fee from the Company or
          any of its affiliates during the previous fiscal year, other than
          compensation for service on the Board or a committee of the Board;

          c. a director who is a Family Member of an individual who is, or
          within the past three years was, employed by the Company or by any
          parent or subsidiary of the Company as an executive officer;


          d. a director who is a partner in, or a controlling shareholder or an
          executive officer of, any organization to which the Company made, or
          from which the Company received, payments (other than those arising
          solely from investments in the Company's securities) that exceed five
          percent (5%) of the recipient's consolidated gross revenues for that
          year, or $200,000, whichever is more, in the current fiscal year or
          any of the past three fiscal years;

          e. a director of the Company who is employed as an executive officer
          of another entity where any of the executive officers of the Company
          serve on the compensation committee of such other entity, or if such
          relationship existed within the past three years;

          f. a director who was a partner or employee of the Company's outside
          auditor, and worked on the Company's audit, within the past three
          years;

          g. a director who is an "affiliated person" of the Company or any of
          its subsidiaries, where "affiliated person" means a person or entity
          (in the case of the affiliated entity, "affiliated persons" include
          its directors, executive officers, partners, members, principals, or
          designees) who directly or indirectly controls or is controlled by or
          is under common control with the Company, unless such person (i) is
          not the beneficial owner of more than 10% of any class of equity
          securities of the Company and (ii) is not an executive officer of the
          Company.

     4. Limited Exception to Independent Director Requirement. Notwithstanding
     the foregoing independence requirements, one director who (i) is not
     independent as defined in Nasdaq Rule 4200, but (ii) meets the criteria set
     forth in Section 301 of the Act and associated SEC rulemaking and (iii) is
     not a current officer or employee or a Family Member of an employee, may be
     appointed to the Committee, if the Board, under exceptional and limited
     circumstances, determines that membership on the Committee by that director
     is required by the best interests of the Company and its shareholders, and
     the Board discloses, in the next annual proxy statement subsequent to such
     determination, the nature of the relationship and the reasons for that
     determination. A member appointed under this exception may not serve longer
     than two years and may not chair the Committee.

III. MEETINGS

A. FREQUENCY

     The Committee shall meet as frequently as circumstances require, but in any
     event on a quarterly basis. The Committee may ask members of management or
     others to attend meetings and may provide pertinent information to them as
     the Committee deems necessary.

B. EXECUTIVE SESSIONS WITH KEY PERSONNEL AND AGENTS

     The Committee should meet privately in executive session at least annually
     with management, the independent auditor, and as a committee to discuss any
     matters that the Committee or any of those groups believe should be
     discussed. In

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     addition, the Committee should communicate with management and the
     independent auditor quarterly to review the Company's financial statements
     and significant findings based upon the independent auditor's limited
     review procedures.

C. KEEPING MINUTES

     Minutes shall be taken for each Committee meeting which shall then be
     approved at the next meeting of the Committee.

IV. AUTHORITY

     The Committee's authority is as follows:

A. AUTHORITY TO HIRE, TERMINATE  AND COMPENSATE EXTERNAL AUDITOR/SETTLE DISPUTES

     The Committee is authorized to appoint, determine the compensation of,
     retain and oversee of the work of any registered public accounting firm
     engaged (including resolving disagreements between management and the
     auditor regarding financial reporting) for the purpose of preparing or
     issuing an audit report or related work or performing other audit, review
     or attest services for the Company, and each such registered public
     accounting firm must report directly to the Committee.

B. AUTHORITY TO RETAIN INDEPENDENT ADVISORS

     The Committee is authorized to hire at the Company's expense its own
     independent counsel and other advisors, which may include special legal,
     accounting, or other consultants or experts, as it determines necessary to
     carry out the Committee's duties.

C. AUTHORITY TO CONDUCT INDEPENDENT INVESTIGATIONS

     The Committee is authorized to conduct any investigation appropriate to
     fulfilling its responsibilities and duties.

D. AUTHORITY TO DIRECTLY ACCESS CORPORATE EMPLOYEES AND INFORMATION

     Committee is authorized to fully and directly access the independent
     auditor, anyone in the Company, and any and all information and records of
     the Company.

V. RESPONSIBILITIES AND DUTIES

The Committee's primary responsibilities and duties are as follows:

A. IN GENERAL

     1. Monitor the integrity of the Company's financial reporting process and
     systems of internal controls regarding finance, accounting, and legal
     compliance.

     2. Monitor the independence and performance of the Company's independent
     auditor.

     3. Provide an avenue of communication between the independent auditor and
     financial management

     4. Provide an avenue of communication among the independent auditor,
     management, and the Board.

B. REVIEW PROCEDURES

     1. Review and reassess the adequacy of this Charter on an annual basis.
     Submit the Charter to the Board for approval and have the document
     published at least every three years in accordance with SEC regulations and
     the rules of the stock exchange on which the Company's securities are
     traded.

     2. Review the Company's annual audited financial statements prior to filing
     or distribution. Review should include discussion with management and
     independent auditor of significant issues regarding principles, practices,
     and judgments.

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     3. In conjunction with management and the independent auditor, consider the
     integrity of the Company's financial reporting processes and controls.
     Discuss significant financial risk exposures and the steps management has
     taken to monitor, control and report such exposures. Review significant
     findings prepared by the independent auditor and the Company's financial
     management together with management's responses. The scope of this review
     should at a minimum include a discussion of significant deficiencies and
     material weaknesses in internal controls and any fraud, whether or not
     material, by management as reported by management, the auditing department
     or the independent auditor.

     4. Review with management and the independent auditor the Company's
     quarterly financial results prior to the release of earnings and/or the
     Company's quarterly financial statements prior to filing or distribution.
     Discuss any significant changes to the Company's accounting principles and
     any items required to be communicated by the independent auditor in
     accordance with SAS 61. The Chairman of the Committee may represent the
     entire Committee for purposes of this review.

     5. Review with the independent auditor and objectively weigh the
     information provided by the independent auditor and the soundness of the
     Company's accounting policies in connection with:

          a. The Company's financial statements and related footnotes and the
          independent auditor's report thereon, including their report on the
          adequacy of the Company's internal controls and any significant
          recommendations they may offer to improve internal controls;

          b. Any significant accruals, reserves or estimates which may have a
          material impact on the financial statements;

          c. Any difficulties or disputes with management encountered by the
          independent auditor during the course of the audit and any instances
          of second opinions sought by management;

          d. Any critical accounting policies and practices to be used by the
          Company;

          e. Any alternative accounting treatments under generally accepted
          accounting principles discussed with management, the ramifications of
          those alternatives, and external auditing preference;

          f. Other material communications to management such as management
          letters, internal control reports, and responses to prior management
          letters.

          g. The adequacy of the Company's internal controls and any significant
          findings during the year and management's responses thereto, including
          at a minimum significant deficiencies and material weaknesses in
          internal controls and any fraud, whether or not material, by
          management);

          h. Any difficulties encountered in the course of the audits, including
          any restrictions on the scope of their work or access to required
          information;

          i. Any separate service that the independent auditor is providing the
          Company with written confirmation from the independent auditor
          regarding the nature of the service and existence of pre-approval from
          the Committee; and

          j. When required, the soundness of the internal quality-control
          procedures of the independent auditor including its standing before
          the Public Company Accounting Oversight Board and the nature of any
          investigation or other proceedings related to its quality controls or
          performance.

     7. Consider with management and the independent auditor the possible impact
     of any pending changes in accounting standards or rules as promulgated by
     the FASB or others.

     8. Review with legal counsel any legal and regulatory matters that may have
     a material impact on the financial statements and any reports received from
     regulators, and any environmental compliance and reserves.

     9. Report Committee actions to the Board with such recommendations as the
     Committee may deem appropriate.

     10. Review and approve all related party transactions involving the
     Company.

C. INDEPENDENT AUDITOR AND OTHER REGISTERED PUBLIC ACCOUNTING FIRMS

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     1. The independent auditor is directly accountable to the Committee. The
     Committee has the direct responsibility for the appointment, compensation,
     retention and oversight of the work of any registered public accounting
     firm engaged (including resolution of disagreements between management and
     the auditor regarding financial reporting) for the purpose of preparing or
     issuing an audit report or related work or performing other audit, review
     or attest services for the Company, and each such registered public
     accounting firm must report directly to the Committee.

     2. The Committee is responsible for ensuring that the independent auditor
     submits on a periodic basis to the Committee a formal written statement
     delineating all relationships between the independent auditor and the
     Company, consistent with Independence Standards Board Standard 1, and the
     Committee is responsible for actively engaging in a dialogue with the
     independent auditor with respect to any disclosed relationships or services
     that may impact the objectivity and independence of the independent auditor
     and for taking, or recommending that the Board take appropriate action to
     oversee the independence of the independent auditor. The Committee shall
     review the independence and the performance of the auditors and appoint the
     independent auditor or approve any discharge of auditors when circumstances
     warrant. To ensure independence, on an annual basis, the Committee shall
     review and discuss with the independent auditor all significant
     relationships they have with the Company that could impair the auditor's
     independence.

     3. The Committee shall review the independent auditor's audit plan -
     discuss scope, staffing, locations, reliance upon management, and general
     audit approach to ensure completeness of coverage, reduction in redundant
     efforts, and the effective use of audit resources.

     4. The Committee shall approve the fees and other significant compensation
     to be paid to the independent auditor.

     5. The Committee shall approve any change in the independent auditor's
     engagement partner or audit partner responsible for the audit of the
     Company's financial statements and confirm that the independent auditor has
     rotated its lead or controlling audit partner having primary responsibility
     for the audit or the audit partner responsible for reviewing the audit with
     an assignment not to exceed five fiscal years.

D. NON-AUDIT SERVICES

     Except as provided in Section E, below, the independent auditor shall not
     provide to the Company, contemporaneously with the performance of an audit,
     any non-audit service, including the following:

     1. bookkeeping or other services related to the accounting records or
     financial statements of the Company;

     2. financial information systems design and implementation;

     3. appraisal or valuation services, fairness opinions, or
     contribution-in-kind reports;

     4. actuarial services;

     5. internal audit outsourcing services;

     6. management functions or human resources;

     7. broker or dealer, investment adviser, or investment banking services;

     8. legal services and expert services unrelated to the audit; and

     9. any other service that the Public Company Accounting Oversight Board
     established under Section 101 of the Sarbanes-Oxley Act of 2002 determines,
     by regulation, is impermissible.

     The independent auditor may engage in any non-audit service, including tax
     services, that are not described in Subsections 1 through 9 above, only if
     the activity is approved in advance by the Committee in accordance with
     Section E, below.

E. PRE-APPROVAL REQUIREMENTS

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     In General All auditing services and non-audit services, other than as
     provided in Section D, above, provided by the independent auditor shall be
     pre-approved by the Committee upon conclusion by the Committee that
     rendering the pre-approved service would not adversely affect the
     objectivity of the independent auditor in performing the audit.

     De Minimus Exception Notwithstanding anything to the contrary in this
     Section E, this pre-approval requirement shall not apply to the provision
     of non-audit services, if:

     1. the aggregate amount of all such non-audit services provided to the
     Company by the independent auditor constitutes not more than five percent
     (5%) of the total amount of revenues paid by the Company to the independent
     auditor during the fiscal year in which the non-audit services are
     provided;

     2. the non-audit services were not recognized by the Company at the time of
     the engagement to be non-audit services; and

     3. the non-audit services are promptly brought to the attention of the
     Committee and approved prior to the completion of the audit by the
     Committee or by one or more members of the Committee who are members of the
     Board of Directors to whom authority to grant such approvals has been
     delegated by the Committee.

     Delegation Authority and Approval Procedures The Committee may delegate to
     one or more designated members of the Committee who are independent
     directors of the Board of Directors, the authority to grant pre-approvals
     required by this Section E. The decisions of any Committee member to whom
     authority is delegated to pre-approve an activity under this Section E
     shall be presented to the full Committee at each of its scheduled meetings.
     The engagement to render services may be entered into pursuant to
     pre-approval policies and procedures established by the Committee, provided
     that the policies and procedures are detailed as to the particular service
     and the Committee does not delegate its responsibilities under the
     Securities Exchange Act of 1934 to management.

     Disclosure to Investors Any approval by the Committee of a non-audit
     service to be performed by the independent auditor shall be disclosed to
     investors in periodic reports required by the Securities Exchange Act of
     1934 at such time as disclosure is required by SEC rule or regulation.

     Approval of Audit Services for Other Purposes If the Committee approves an
     audit service within the scope of the engagement of the independent
     auditor, the audit service shall be deemed to have been pre-approved for
     purposes of this Section E.

F. DUTY TO ESTABLISH OVERSIGHT PROCEDURES

     1. Accounting Complaints. The Committee shall establish procedures for the
     receipt, retention and treatment of complaints received by the Company
     regarding accounting, internal accounting controls, or auditing matters;
     and the confidential, anonymous submission by employees of the Company of
     concerns regarding questionable accounting or auditing matters. These
     procedures, which may be incorporated into a more comprehensive code of
     ethics, shall at a minimum: (i) set forth a statement about the Company's
     commitment to comply with the laws; (ii) encourage employees to inform the
     Company of conduct amounting to a violation of the applicable standards;
     (iii) describe prohibited conduct; (iv) set forth compliance procedures
     that employees can easily use, including making anonymous complaints, and
     (v) provide assurances that there will be no retaliation for reporting
     suspected violations.

     2. Financial Accounting Policy Dispute Resolution. The Committee shall
     establish procedures for resolving disputes between the external auditor
     and management over issues pertaining to financial reporting. The Committee
     shall resolve these disputes, and for such purpose, the procedures may
     allow the Committee to obtain a second opinion from independent advisors.
     The procedures shall in no way allow the Committee to improperly influence
     the external auditor in violation of Section 303 of the Act.

VI. WRITTEN AFFIRMATION

     Once each year the Committee shall provide the Company through the Board,
     and the Company shall provide to the stock exchange on which the Company's
     securities are traded, written confirmation regarding:

     1. Any determination that the Board has made regarding the independence of
     directors who are members of the Committee pursuant to this Charter;

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     2. The financial literacy of the Committee members;

     3. The determination that at least one of the Committee members has
     accounting or related financial management expertise; and

     4. The annual review and reassessment of this Charter.