EXHIBIT 10.4

                        ADMINISTRATIVE SERVICES AGREEMENT

     This  Administrative  Services  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 certain of 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 for each of
them  to  provide  certain  administrative and other services to the other on an
interim basis in order to facilitate their respective transitions into separate,
publicly  owned  companies.

     Therefore,  in  consideration  of  the  mutual covenants and subject to the
terms  and  conditions  contained  herein,  the  parties  agree  as  follows:

     1.   PERFORMANCE  OF  SERVICES.

          (a)  To  the  extent  necessary personnel  and facilities are employed
     by  and  available  to  MedCom  and  CAT,  each  of  them  agrees, from and
     after  the  Spin-off  date  and  for  a transition period of up to one year
     following  the  Spin-off date, to provide the other on an "as needed" basis
     with  the  following  services:

               (1)  Tax  consultation and assistance with tax return preparation
          and  audits.  Any  taxes  due  shall  be  paid in accordance with that
          Tax  Sharing  Agreement  of  even  date  herewith between the parties;

               (2)  Assistance  with  the  preparation  of  (i) periodic filings
          under  the  Securities  Exchange  Act  of  1934  or  with the National
          Association of Securities Dealers, Inc., (ii) reports to stockholders,
          and  (iii)  other  external  financial  reports;

               (3)  Design  and  implementation  of  internal  audit procedures;

               (4)  Coordination  of  independent  audits  by  nonaffiliated
          auditors;

               (5)  Consultation  on  cash  management,  financing  and  other
          treasury  matters;

               (6)  Insurance  and  risk  management  services  involving
          administration,  placement  of  insurance,  and  broker  selection for
          past  and  future  insurance  and  risk  management  programs;  and


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               (7)  Such  other  services as may be mutually agreed upon between
          the  parties.

          (b)     Each  party shall use its respective best efforts in providing
     the  above  services  and,  except  for  gross  negligence  or  willful
     misconduct,  shall  not  be  responsible  for the accuracy, completeness or
     timeliness  of any advice or service or any return, report, filing or other
     document  which  it  provides,  prepares  or  assists  in  preparing.
     Notwithstanding  the foregoing, neither party shall be obligated to provide
     the above services if that party determines in its reasonable judgment that
     providing  such  services  would unreasonably interfere with the conduct of
     its  own  business  activities. The parties shall cooperate in planning the
     scope  and  timing  of  services  to be provided by each of them under this
     agreement  so  as  to  lessen  or  eliminate  any  such  interference.

     2.     REIMBURSEMENT.  The  parties  agree  to  reimburse  each  other  for
services  rendered  in  accordance with an hourly fee schedule to be agreed upon
from  time to time by the parties. The hourly fee schedule may provide different
rates  for  different categories of personnel. In addition, each party agrees to
reimburse  the  other  for  all out-of-pocket expenses incurred by the providing
party  in  connection  with  performing  such  services. The parties shall, on a
periodic basis to be agreed upon, but not less frequently than quarterly, submit
to and exchange with each other their respective statements of fees and expenses
for  payment,  accompanied  by  such  supporting  detail as the recipient of the
statement  may  reasonably  request.  Only  the amount owed to one party for any
period  in  excess  of the amount owed by that party for the same period need be
paid.  Payment  shall  be  due  30  days  after  date  of  the  statement.

     3.     STAFFING  PLANS.  Nothing contained in this Agreement shall preclude
either  party from obtaining the above services from other providers. During the
term of this Agreement, each party shall use reasonable efforts to hire or train
personnel  and, in its discretion, establish consulting relationships with third
parties, so that each party will, with the passage of time, increasingly be able
to  perform  or  have performed all of the above services for itself. Each party
shall keep the other generally informed of its plans in this regard in order for
the  other  party to make any appropriate adjustments in its staffing and hiring
plans.

     4.     DELIVERY  OF  RECORDS.  As soon as is practicable after the Spin-off
date, each party shall deliver to the other the originals of all certificates of
incorporation,  bylaws,  licenses,  certificates,  board  of  directors' meeting
minutes,  stock  certificates  of  their  respective  subsidiaries and all other
corporate records, documents and instruments of a permanent nature pertaining to
the  other  party  which  either  of  them  may  have in their possession in the
condition  and  order in which they then exist. Each party shall be permitted to
retain  copies  of  such  documents.

     5.     ACCESS TO PROPERTIES AND RECORDS. Each party will provide the other,
and  each  of  their  respective officers, employees, representatives and agents
full  access, during normal business hours, to any and all premises, properties,
books,  records,  data  and  other  information  relating  to  their  respective
businesses,  as  well  as  to  their  respective  employees, representatives and
agents,  to  acquire  information  for:


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          (a)     The  formulation  and  completion  of:  (a) any tax returns or
     other  forms  or  reports  required  to  be  filed by either party with any
     governmental  agency;  (b)  any  amended  tax  returns  or requests for tax
     refunds;  and  (c)  any  tax  audits  or  investigations;

          (b)     The  preparation  and  completion  of any financial statements
     which  require  the  inclusion  of  the  other  party's  financial
     information;

          (c)     All  insurance  and  bond  matters;

          (d)     The  defense  or  prosecution  of  any  claims,  lawsuits  or
     proceedings,  if  any,  in  which  either  party  as a separate corporation
     has  liability  or  rights,  contingent  or  otherwise;  and

          (e)     Such other purposes as may be required, provided such purposes
     shall  be  attributable  to  the  corporate  relationship  that  formerly
     existed  between  MedCom  and  CAT, or for purposes related to the services
     provided  pursuant  to  this  Agreement or any other agreement entered into
     between  MedCom  and  CAT  in  connection  with  the  Spin-off.

     6.   RECORDS  RETENTION. Each  party  shall retain all books, records, data
and other information relating to its business and operations for the longer of:

          (a)     Seven  years;

          (b)     The  time that party normally keeps its records based upon its
     past  custom  and  practice;  or

          (c)     The  time  necessary to resolve any tax issue, claim, lawsuit,
     action  or  proceeding  that  is  pending  at  the  time such records would
     otherwise  be  destroyed,  taking  into  account any statutes of limitation
     which  may  have  been  waived.

Each  party shall annually provide the other with a list, prepared in reasonable
detail,  of books, records, data and other information scheduled for destruction
in  the  ordinary  course, provided that it shall not be necessary to include on
the  list  any records which would clearly have no relevance to the other party.
At  the  recipient's  request,  the  other  party  shall  retain  any records so
designated  for an additional 12 months, at which time such records may again be
listed  as  scheduled  for  destruction.

     7.     AMENDMENTS. This Agreement may not be amended or revised except by a
written  instrument  signed  by  both  parties  to  this  Agreement.

     8.     WAIVERS.  The  failure of any party to this Agreement at any time to
require strict performance by the other party to this Agreement 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.


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     9.     GOVERNING  LAW. This Agreement shall be governed by and construed in
accordance  with  the  laws  of  the  State  of  Delaware.

     10.    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  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

     11.    NO  THIRD  PARTY  BENEFICIARIES.  This  Agreement  is solely for the
benefit  of  the parties to it and their respective affiliates and should not be
deemed  to  confer upon third parties any remedy, claim, reimbursement, cause of
action  or  other  right  in  excess of those existing without reference to this
Agreement.

     12.    SUCCESSORS  AND  ASSIGNS.  This  Agreement  and  the obligations and
rights  incident  hereto  shall  inure  to  the  benefit  of  the successors and
permitted  assigns  of  the  parties  to  this  Agreement.

     13.    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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     In  witness,  the parties 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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