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.


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Tax Sharing Agreement                                                Page 1 of 6


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          (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.


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Tax Sharing Agreement                                                Page 2 of 6


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          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:


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Tax Sharing Agreement                                                Page 3 of 6


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     (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.


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Tax Sharing Agreement                                                Page 4 of 6


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     In  addition,  CAT agrees not to engage in certain of the actions described
above, whether before or after the two-year 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  Hayden  Road,  Suite  D-333
                            Scottsdale,  AZ  85258

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

     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.

                                  * * * * * * *


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Tax Sharing Agreement                                                Page 5 of 6


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     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


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