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                                                                    Exhibit 99.4

                                  CATUITY INC.

                         COMPENSATION COMMITTEE CHARTER
                             (As of March 11, 2004)



1. PURPOSE
The Compensation Committee's (the "Committee") basic responsibility
is to review the performance of Company management in achieving corporate goals
and objectives and to assure that senior executives of the Company are
compensated effectively in a manner consistent with the strategy of the Company,
competitive practice, and the requirements of the appropriate regulatory bodies.
Toward that end, the Committee will oversee, review and administer all
compensation, equity and employee benefit plans and programs. The Committee will
prepare an annual report on executive compensation for inclusion in the
Company's proxy statement.

2. COMPOSITION OF THE COMMITTEE
The Committee will consist of not less than two independent directors, each of
whom will be both a "non-employee director" within the meaning of Rule 16b-3
issued by the Securities and Exchange Commission ("SEC") and an "outside
director" within the meaning of Section 162(m) of the Internal Revenue Code,
as amended. Each appointed Committee member will be subject to annual
reconfirmation and may be removed by the Board of Directors (the "Board") at
any time. The committee shall have the authority to retain and terminate any
outside advisors it deems necessary to assist in the completion of its
obligations and shall have the sole authority to approve the fees to be paid
to outside advisors.

3. RESPONSIBILITIES AND DUTIES
In carrying out its purpose, the Committee will have the following
responsibilities and duties:
     1. Review annually and approve the Company's compensation strategy to
     ensure that employees of the Company are rewarded appropriately for their
     contributions to company growth and profitability.
     2. Review annually and approve corporate goals and objectives relevant to
     executive compensation and evaluate performance in light of those goals.
     3. Review annually and determine the individual elements of total
     compensation for the Chief Executive Officer and all other corporate
     officers, and communicate in the annual Board Compensation Committee Report
     to shareholders the factors and criteria on which the Chief Executive
     Officer and all other corporate officers' compensation for the last year
     was based.
     4. Review and approve compensation for non-employee members of the Board of
     Directors, including but not limited to the following elements: retainer,
     meeting fees, committee fees, committee chair fees, equity or stock
     compensation.
     5. Make and approve stock option grants and other discretionary awards
     under the Company's stock option or other equity incentive plans to all
     persons who are Board members or executive officers within the meaning Rule
     16b-3 issued by the SEC.
     6. Grant stock options and other discretionary awards under the Company's
     stock option or other equity incentive plans to all other eligible
     individuals in the Company's service. The Committee may delegate to one or
     more officers designated by the Committee the authority to make grants to
     eligible individuals (other than any such officer) who are not executive
     officers, provided that the Committee shall have fixed the price (or a
     formula for determining the price) and the vesting schedule for such
     grants, approved the form of documentation evidencing such grants, and
     determined the appropriate number of shares or the basis for determining
     such number of shares by position, compensation level or category of
     personnel. Any officer(s) to whom such authority is delegated shall
     regularly report to the Committee the grants so made. Any such delegation
     may be revoked at any time by the Committee.
     7. Amend the provisions of the Company's stock option or other equity
     incentive plans, to the extent authorized by the Board, and make
     recommendations to the Board with respect to incentive compensation and
     equity-based plans.
     8. Approve for submission to the shareholders, stock option or other equity
     incentive plans or amendments thereto.
     9. Oversee and periodically review the operation of all of the Company's
     employee benefit plans, including but not limited to the Section 401(k)
     Plan, the Executive Director Stock Purchase Plan, the Director and Employee
     Stock Option Plans and any Employee Stock Purchase Plans. Responsibility
     for day-to-day administration, including the

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     preparation and filing of all government reports and the preparation and
     delivery of all required employee materials and communications, will be
     performed by company personnel.
     10. Ensure that the annual incentive compensation plan is administered in a
     manner consistent with the Company's compensation strategy and the terms of
     such plan, including but not limited to the following: participation,
     target annual incentive awards, corporate financial goals, actual awards
     paid to executive officers, total funds reserved for payment under the
     plan, and potential qualification under IRS Code Section 162(m).
     11. Review matters related to executive management performance,
     compensation and succession planning and executive development for
     executive staff
     12. Exercise, as necessary and appropriate, all of the authority of the
     Board of Directors with respect to the election of officers of the Company
     during the periods between the regular meetings of the Board.
     13. Have full access to the Company's executives and personnel as necessary
     to carry out its responsibilities.
     14. Obtain such data or other resources as it deems necessary to perform
     its duties, including but not limited to obtaining external consultant
     reports or published salary surveys, and engaging independent compensation
     consultants and other professionals to assist in the design, formulation,
     analysis and implementation of compensation programs for the Company's
     executive officers and other key employees.
     15. Have responsibility for the review and approval of all reports and
     summaries of compensation policies and decisions as may be appropriate for
     operational purposes or as may be required under applicable law.
     16. Perform any other activities consistent with this Charter, the
     Company's Bylaws and governing law as the Committee or the Board deems
     necessary or appropriate.
     17. Review the Committee Charter from time to time and recommend any
     changes to the Board.
     18. Report to the Board of Directors on the major items covered at each
     Committee meeting. Notwithstanding the foregoing, any action of the
     Committee may be subject to Board review and may be revised, modified or
     rescinded by the Board.
4. COMPENSATION COMMITTEE MEETINGS
The Committee will meet as often as necessary to carry out its responsibilities.
Meetings may be called by the Chairman of the Committee and/or by the management
of the Company. Minutes of each meeting will be duly filed in the Company
records. Reports of meetings of the Committee will be made to the Board of
Directors at its next regularly scheduled meeting following the Committee
meeting accompanied by any recommendations to the Board of Directors approved by
the Committee. The Committee will also meet as and when necessary to act upon
any other matters within its jurisdiction under this Charter. A majority of the
total number of members of the Compensation Committee will constitute a quorum
at all Committee meetings. Minutes will be kept of each meeting of the
Committee.