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,  such  Distribution  is intended to qualify as a tax free spin-off
under  Sec.355  of  the  Code;  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.


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     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.


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     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.


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     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.


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     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.


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     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


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     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


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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.


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                                   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

         To  CAT:         33 West Jackson  Blvd., Suite 1618
                          Chicago, IL 60604-3749

     6.06    AMENDMENTS.  This  agreement  may not be modified or amended except
by  an  agreement  in  writing  signed  by  both  parties  hereto.


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Separation Agreement                                                Page 9 of 11


<PAGE>
     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.


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<PAGE>
     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


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Separation Agreement                                               Page 11 of 11