<PAGE>
                                                                     EXHIBIT 4.1

                 CATUITY INC. 2002 EXECUTIVE STOCK PURCHASE PLAN

         1. PURPOSE. The purpose of the Catuity Inc. 2002 Executive Stock
Purchase Plan (the "Plan") is to encourage employees of Catuity Inc. (the
"Company") and its subsidiaries (the "Participating Subsidiaries") to increase
their efforts to promote the best interests of the Company by permitting them to
purchase shares of common stock (the "Stock") of the Company, at the market
price thereof.


         2. COMMITTEE TO ADMINISTER PLAN. The Compensation Committee of the
Board of Directors of the Company (the "Committee") shall administer the Plan.
The Committee may establish from time to time such regulations, provisions and
procedures, within the terms of the Plan, as in the opinion of its members may
be advisable in the administration of the Plan. The interpretation and
construction by the Committee of any provisions of the Plan shall be final
unless otherwise determined by the Board of Directors. No member of the Board of
Directors or the Committee shall be liable for any action or determination made
in good faith with respect to the Plan.

         3. ELIGIBILITY. Participation under the Plan shall be open only to
executive employees other than the Chairman and Chief Executive Officer (the
"Eligible Employees") of the Company or the Participating Subsidiaries. No
purchase rights shall be granted under the Plan to any person who is not an
Eligible Employee.

         4. STOCK AVAILABLE FOR PLAN. Purchase of Stock pursuant to and on
behalf of this Plan for delivery under this Plan shall be made out of the
Company's presently or hereafter authorized but unissued Stock. The maximum
number of shares of Stock that may be purchased under the Plan is 25,000 shares
and, in no event may the number of shares be increased without shareholder
approval.

         5. EFFECTIVE DATES. This Plan shall become effective on November 20,
2002. The first Purchase Period under the Plan shall commence on November 20,
2002, and end on November 30, 2002. Thereafter, and as long as the Plan remains
in effect, a new Purchase Period shall commence on the first day of each
calendar month and end on the last trading day of each such month. For purposes
of the first Purchase Period, Eligible Employees shall be able to purchase
shares with payroll deductions voluntarily withheld prior to the Plan's
approval.

         6. PARTICIPATION. An Eligible Employee at or prior to the first day of
any Purchase Period may become a Participant as of such date by, prior to such
date, completing and forwarding a payroll deduction authorization form (the
"Authorization") to the Chief Financial Officer. The Authorization will direct a
regular payroll deduction from the Participant's compensation to be made on each
of the Participant's pay dates occurring during each Purchase Period in which he
or she is a Participant.

         7. PAYROLL DEDUCTIONS AND LUMP SUM PAYMENTS. The Company and its
Participating Subsidiaries will maintain payroll deduction accounts for all of
the Participants. Payments made by Participants by payroll deduction shall be
credited to the Participant's Stock Purchase Account (the "Purchase Account").
No amounts other than payroll deductions authorized under this Plan may be
credited to a Participant's Purchase Account. A Participant


<PAGE>

may authorize a payroll deduction in any amount not less than $10 for each pay
date, but not more than a maximum of twenty percent (20%) of the Participant's
net earnings payable as wages, salary, and bonus compensation, after withholding
or other deductions (" Net Earnings"), with respect to which payments are to be
made to him or her by the Company or the Participating Subsidiary on such pay
date. The Committee, in its discretion, may vary the Purchase Period and the
payroll deduction period of Eligible Employees in a manner necessary or
convenient for participation in the Plan by Eligible Employees of a
Participating Subsidiary, and the Committee shall have the authority to
establish the terms and conditions of participation in the Plan by Eligible
Employees of a Foreign Participating Subsidiary, provided that such terms and
conditions are not materially inconsistent with the Plan.

         8. CHANGES IN PAYROLL DEDUCTION. Payroll deductions shall be made for
each Participant in accordance with the Participant's Authorization and shall
continue until the Participant's participation terminates, the Authorization is
revised or the Plan terminates. A Participant may, as of the beginning of any
Purchase Period, increase or decrease the Participant's payroll deduction by
filing a new Authorization prior to the beginning of such Purchase Period.

         9. TERMINATION OF PARTICIPATION; WITHDRAWAL OF FUNDS. A Participant may
for any reason at any time on written notice given to the Company prior to the
Participant's last pay date in any Purchase Period elect to terminate his or her
participation in the Plan and permanently draw out the balance accumulated in
his or her Purchase Account. Upon any termination by a Participant of
participation, he or she shall cease to be a Participant, his or her
Authorization shall be revoked insofar as subsequent payroll deductions are
concerned, and the amount to his or her credit in his or her Purchase Account,
and not previously used to purchase Stock theretofore under the Plan, as well as
any unauthorized payroll deductions made after such revocation, shall be
promptly refunded to the former Participant. Partial withdrawals of funds will
not be permitted.

         10. PURCHASE OF SHARES. Each Participant during each Purchase Period
under this Plan will as of the "Purchase Date" (as herein defined) purchase as
many whole shares of Stock as may be purchased with the funds then in his or her
Purchase Account. This purchase shall be automatically made as provided in this
Section unless the Participant terminates participation as provided in Section
9. The purchase price for each share of Stock purchased shall be the fair market
value of a share of Stock on the "Purchase Date" (as herein defined). The
"Purchase Date" shall be the last trading day of the Purchase Period. If, as of
each Purchase Date, the Participant's Purchase Account contains funds, the
Participant shall purchase the maximum whole number of shares possible with the
Purchase Account funds at the purchase price. The Participant's Purchase Account
shall be charged for the amount of the purchase, and a stock certificate shall
be issued or an entry shall be made to the Participant's account maintained by
the Company's transfer agent. Any residual balance, insufficient to purchase a
whole share, which remains in the Purchase Account shall be used in the
subsequent purchase period to purchase shares. As of each subsequent Purchase
Date when funds have again accrued in the Participant's Purchase Account, shares
will be purchased in the same manner. The Committee shall determine the fair
market value per share as of each Purchase Date by such means and methods as it
deems advisable and appropriate.

         11. REGISTRATION OF CERTIFICATES. Upon the request of a Participant
during participation in the Plan, and upon a Participant's termination of
participation, a stock certificate representing the full number of shares of
Stock owned by such Participant under the Plan, if not previously



<PAGE>

issued, shall be issued and delivered to the Participant. Certificates may be
registered only in the name of the Participant or the names of the Participant
and his or her spouse.

         12. RIGHTS ON RETIREMENT, DEATH, OR TERMINATION OF EMPLOYMENT. In the
event of a Participant's retirement, death or termination of employment, no
payroll deduction shall be taken from any pay due and owing to a Participant at
such time and the balance in the Participant's Purchase Account shall be paid to
the Participant or, in the event of the Participant's death, to the
Participant's estate.

         13. RIGHTS NOT TRANSFERABLE. Rights under this Plan are not
transferable by a Participant and are exercisable only by the Participant during
his or her lifetime.

         14. APPLICATION OF FUNDS. The Company or such Participating Subsidiary
may use all funds received or held by the Company or a Participating Subsidiary
under this Plan for any corporate purpose.

         15. AMENDMENT OF THE PLAN. The Board of Directors of the Company may at
any time, or from time to time, amend this Plan in any respect, except that,
without shareholder approval, no amendment shall be made increasing the number
of shares approved for this Plan (other than as provided in Section 4).

         16. TERMINATION OF THE PLAN. Unless sooner terminated as hereinafter
provided, this Plan shall terminate on November 19, 2003. The Company may, by
action of its Board of Directors, terminate the Plan at any time. Notice of
termination shall be given to all then Participants, but any failure to give
such notice shall not impair the termination. Upon termination of the Plan, all
amounts in Purchase Accounts of Participants shall be promptly refunded.

         17. GOVERNMENTAL REGULATIONS. The Company's obligation to sell and
deliver Stock under this Plan is subject to the approval of any governmental
authority required in connection with the authorization, issuance or sale of
such Stock. If at any time shares of Stock deliverable hereunder are required to
be registered or qualified under any applicable law, or delivery of such shares
is required to be accompanied or preceded by a prospectus or similar circular,
delivery of certificates for such shares may be deferred for a reasonable time
until such registrations or qualifications are effected or such prospectus or
similar circular is available.