<PAGE>   1
                                                                   EXHIBIT 10.23

                            INDEMNIFICATION AGREEMENT

        This Indemnification Agreement ("Agreement") is made as of the _______
day of ____________ 19___, by and between Catuity Inc., a Delaware corporation
(the "Company"), and ______________________, a director and/or officer of the
Company (the "Indemnitee").

                                    RECITALS

A.      The Indemnitee is presently serving as a director and/or officer of the
        Company and the Company desires the Indemnitee to continue in such
        capacity. The Indemnitee is willing, subject to certain conditions
        including, without limitation, the execution and performance of this
        Agreement by the Company, to continue in that capacity.

B.      In addition to the indemnification to which the Indemnitee is entitled
        under the certificate of incorporation (the "certificate") of the
        Company, the Company has obtained (or intends to obtain) at its sole
        expense insurance protecting its directors and officers including the
        Indemnitee against certain losses arising out of actual or threatened
        actions, suits or proceedings to which such persons may be made or
        threatened to be made parties. However, as a result of circumstances
        having no relation to, and beyond the control of, the Company and the
        Indemnitee, there can be no assurance of the continuation or renewal of
        that insurance.

        Accordingly, and in order to induce the Indemnitee to continue to serve
        in his present capacity, the Company and Indemnitee agree as follows:

1.      Continued Service.

        The Indemnitee will continue to serve as a director and/or officer of
        the Company so long as he is duly elected and qualified in accordance
        with the bylaws of the Company (the "bylaws") or until he resigns in
        writing in accordance with applicable law.

2.      Initial Indemnity.

        (a) Except with respect to an action, suit or proceeding by or in the
        name of the Company as provided in Section 2(b) below, the Company shall
        indemnify the Indemnitee when he was or is a party or is threatened to
        be made a party to any threatened, pending or completed action, suit or
        proceeding, whether civil, administrative, investigative or criminal, by
        reason of the fact that he is or was or had agreed to become a director
        or officer of the Company, or is or was serving or had agreed to serve
        at the request of the Company as a director, officer, employee or agent
        of another corporation, partnership, joint venture, trust or other
        enterprise, against costs, charges and expenses (including attorneys'
        and others' fees and expenses and reasonable time-based fees of the
        Indemnitee as determined by a court of competent jurisdiction or, to the
        extent permitted by law, a majority of disinterested directors
        (collectively "Expenses")), damages, judgments, fines and amounts paid
        in settlement actually and reasonably incurred by him in connection
        therewith and any appeal therefrom if he acted in good faith and in a
        manner he reasonably believed to be in or not opposed to the best
        interests of the Company and, with respect to any criminal action or
        proceeding, had no reasonable cause to believe his conduct was unlawful.
        The termination of any action, suit or


<PAGE>   2

        proceeding by judgment, order, settlement, conviction or upon a plea of
        nolo contendre or its equivalent shall not, of itself, create a
        presumption that the Indemnitee did not satisfy the foregoing standard
        of conduct to the extent applicable thereto.

        (b) With respect to an action, suit or proceeding by or in the name of
        the Company, the Company shall indemnify the Indemnitee when he was or
        is a party or is threatened to be made a party to any such threatened,
        pending or completed action, suit or proceeding by reason of the fact
        that he is or was or had agreed to become a director or officer of the
        Company, or is or was serving or had agreed to serve at the request of
        the Company as a director, officer, employee or agent of another
        corporation, partnership, joint venture, trust or other enterprise
        against costs, charges and Expenses actually and reasonably incurred by
        him in connection therewith and any appeal therefrom if he acted in good
        faith and in a manner he reasonably believed to be in or not opposed to
        the best interests of the Company. However, no indemnification shall be
        made in respect of any claim, issue or matter as to which the Indemnitee
        shall have been adjudged to be liable to the Company unless (and only to
        the extent that) the Delaware Court of Chancery or the court in which
        such action, suit or proceeding was brought shall determine upon
        application that, despite the adjudication of liability but in view of
        all the circumstances of the case, the Indemnitee is fairly and
        reasonably entitled to indemnity for such costs, charges and Expenses
        which the Delaware Court of Chancery or such other court shall deem
        proper.

        (c) To the extent that the Indemnitee has been successful on the merits
        or otherwise, including, without limitation, the dismissal of an action
        without prejudice, in defense of any action, suit or proceeding referred
        to in Sections 2(a) or 2(b) hereof or in defense of any claim, issue or
        matter therein, he shall be indemnified against costs, charges and
        Expenses actually and reasonably incurred by him in connection
        therewith.

        (d) Any indemnification under Sections 2(a) or 2(b) (unless ordered by a
        court) shall be made by the Company only as authorized in the specific
        case upon a determination in accordance with Section 4 hereof or any
        applicable provision of the certificate, bylaws, other agreement,
        resolution or otherwise. Such determination shall be made (i) by the
        Board of Directors of the Company (the "Board"), by a majority vote of a
        quorum consisting of directors who were not parties to such action, suit
        or proceeding or (ii) if such a quorum of disinterested directors is not
        available or such quorum of disinterested directors so directs, by
        independent legal counsel (designated in the manner provided below in
        this subsection (d)) in a written opinion or (iii) by the stockholders
        of the Company (the "Stockholders"). Independent legal counsel shall be
        designated by vote of a majority of the disinterested directors;
        provided, however, that if the Board is unable or fails to so designate,
        such designation shall be made by the Indemnitee. Independent legal
        counsel shall not be any person or firm who, under the applicable
        standards of professional conduct then prevailing, would have a conflict
        of interest in representing either the Company or the Indemnitee in an
        action to determine the Indemnitee's rights under this Agreement. The
        Company agrees to pay the reasonable fees and expenses of such
        independent legal counsel and to indemnify fully such counsel against
        costs, charges and expenses actually and reasonably incurred by such
        counsel in connection with this Agreement or the opinion of such counsel
        pursuant hereto.

        (e) All costs, charges and Expenses for which indemnification is
        available under Sections 2(a) and 2(b) shall be paid by the Company in
        advance of the final disposition of the action, suit or proceeding
        giving rise to the indemnification. Such payment shall be made
        immediately in the manner described by Section 4(b) hereof.


<PAGE>   3

        (f) The Company shall not adopt any amendment to the certificate or
        bylaws the effect of which would be to deny, diminish or encumber the
        Indemnitee's rights to indemnity pursuant to the certificate, bylaws,
        the General Corporation Law of the State of Delaware (the "DGCL"), or
        any other applicable law as applied to any act or failure to act
        occurring in whole or in part prior to the date (the "Effective Date")
        upon which the amendment was approved by the Board or the Stockholders,
        as the case may be. In the event that the Company shall adopt any
        amendment to the certificate or bylaws the effect of which is to so
        deny, diminish or encumber the Indemnitee's rights to indemnity, such
        amendment shall apply only to acts or failures to act occurring entirely
        after the Effective Date thereof unless the Indemnitee shall have
        expressly agreed otherwise in writing or voted in favor of such adoption
        as a director or holder of record of the Company's voting stock.

3.      Additional Indemnification.

        (a) Pursuant to Section 145(f) of the DGCL, without limiting any right
        which the Indemnitee may have pursuant to Section 2 hereof, the
        certificate, the bylaws, the DGCL, any policy of insurance or otherwise,
        but subject to the limitations on the maximum permissible indemnity
        which may exist under applicable law at the time of any request for
        indemnity hereunder determined as contemplated by Section 3(a) hereof,
        the Company shall indemnify the Indemnitee against any amount which he
        is or becomes legally obligated to pay relating to or arising out of any
        claim made against him because of any act, failure to act or neglect or
        breach of duty, including any actual or alleged error, misstatement or
        misleading statement, which he commits, suffers, permits or acquiesces
        in while acting in his capacity as a director or officer of the Company,
        or, at the request of the Company, as a director, officer, employee or
        agent of another corporation, partnership, joint venture, trust or other
        enterprise. The payments which the Company is obligated to make pursuant
        to this Section 3 shall include damages, judgments, fines, settlements
        and charges, costs and Expenses, provided, however, that the Company
        shall not be obligated under this Section 3(a) to make any payment in
        connection with any claim against the Indemnitee:

                (i) to the extent of any fine or similar governmental imposition
                which the Company is prohibited by applicable law from paying
                which results in a final, non-appealable order; or

                (ii) to the extent based upon or attributable to the Indemnitee
                gaining a personal profit to which he was not legally entitled,
                including without limitation profits made from the purchase and
                sale by the Indemnitee of equity securities of the Company which
                are recoverable by the Company pursuant to Section 16(b) of the
                Securities Exchange Act of 1934, as amended, and profits arising
                from transactions in publicly traded securities of the Company
                which were effected by the Indemnitee in violation of Section
                10(b) of the Securities Exchange Act of 1934, as amended,
                including Rule 10b-5 promulgated thereunder.

        The determination of whether the Indemnitee shall be entitled to
        indemnification under this Section 3(a) may be, but shall not be
        required to, be made in accordance with Section 4(a) hereof. If that
        determination is so made, it shall be binding upon the Company and the
        Indemnitee for all purposes.


<PAGE>   4

        (b) To the extent that the Indemnitee has been successful on the merits
        or otherwise, including, without limitation, the dismissal of an action
        without prejudice, in defense of any action, suit or proceeding referred
        to in Section 3(a) or in defense of any claim, issue or matter therein,
        he shall be indemnified against costs, charges and Expenses actually and
        reasonably incurred by him in connection therewith.

        (c) All costs, charges and Expenses for which indemnification is
        available under Section 3(a) shall be paid by the Company in advance of
        the final disposition of the action, suit or proceeding giving rise to
        the indemnification. Such payment shall be made immediately in the
        manner described by Section 4(b).

4.      Certain Procedures Relating to Indemnification and Advancement of
        Expenses.

        (a) Except as otherwise permitted or required by the DGCL, for purposes
        of pursuing his rights to indemnification under Sections 2(a), 2(b) or
        3(a) hereof, as the case may be, the Indemnitee may, but shall not be
        required to, (i) submit to the Board a sworn statement of request for
        indemnification substantially in the form of Exhibit 1 attached hereto
        and made a part hereof (the "Indemnification Statement") averring that
        he is entitled to indemnification hereunder and (ii) present to the
        Company reasonable evidence of all expenses for which payment is
        requested. Submission of an Indemnification Statement to the Board shall
        create a presumption that the Indemnitee is innocent of any wrongdoing
        and is entitled to indemnification under Sections 2(a), 2(b) or 3(a)
        hereof, as the case may be, and the Board shall be deemed to have
        determined that the Indemnitee is entitled to such indemnification
        unless, within 30 calendar days after submission of the Indemnification
        Statement, the Board shall consult with the underwriter of its
        directors' and officers' liability insurance and determine by vote of a
        majority of the directors at a meeting at which a quorum is present,
        based upon clear and convincing evidence (sufficient to rebut the
        foregoing presumption) and the Indemnitee shall have received notice
        within such period in writing of such determination that the Indemnitee
        is not so entitled to indemnification, which notice shall disclose with
        particularity the evidence in support of the Board's determination. The
        foregoing notice shall be sworn to by all persons who participated in
        the determination and voted to deny indemnification. The provisions of
        this Section 4(a) are intended to be procedural only and shall not
        affect the right of the Indemnitee to indemnification under this
        Agreement and any determination by the Board that the Indemnitee is not
        entitled to indemnification and any failure to make the payments
        requested in the Indemnification Statement shall be subject to judicial
        review as provided in Section 7 hereof.

        (b) For purposes of determining whether to authorize advancement of
        expenses pursuant to Section 2(e) hereof, the Indemnitee shall submit to
        the Board a sworn statement of request for advancement of expenses
        substantially in the form of Exhibit 2 attached hereto and made a part
        hereof (the "Undertaking"), averring that (i) he has reasonably incurred
        or will reasonably incur actual expenses in defending an actual or
        threatened civil or criminal action, suit, proceeding or claim and (ii)
        he undertakes to repay such amount if it shall ultimately be determined
        that he is not entitled to be indemnified by the Company under this
        Agreement or otherwise. For purposes of requesting advancement of
        expenses pursuant to Section 3(b) hereof, the Indemnitee may submit an
        Undertaking or such other form of request as he determines to be
        appropriate (an "Expense Request"). Upon receipt of an Undertaking or
        Expense Request, as the case may be, the Board shall within 10 calendar
        days authorize immediate payment of the expenses stated in the
        Undertaking or Expense Request, as the case may be, whereupon such
        payments shall immediately be made by the Company. No security


<PAGE>   5

        shall be required in connection with any Undertaking or Expense Request
        and any Undertaking or Expense Request shall be accepted without
        reference to the Indemnitee's ability to make repayment.

5.      Subrogation; Duplication of Payments.

        (a) In the event of payment under this Agreement, the Company shall be
        subrogated to the extent of such payment to all of the rights of
        recovery (including under any directors' and officers' liability
        insurance) of the Indemnitee, who shall execute all papers required and
        shall do everything that may be necessary to secure such rights,
        including the execution of such documents necessary to enable the
        Company effectively to bring suit to enforce such rights. This provision
        shall in no way entitle the Company to substitute its counsel for any
        independent legal counsel appointed by the Indemnitee pursuant to
        Section 2(d) or otherwise manage litigation to which the Indemnitee is a
        party. If the Company indemnifies the Indemnitee in connection with any
        action, suit or proceeding in which the Company and the Indemnitee do
        not have adverse interests, then the Company and its counsel shall
        cooperate with the Indemnitee and his counsel. In all instances where
        the Company and the Indemnitee have adverse interests, the Indemnitee
        may nonetheless inspect the books and records of the Company to the
        extent permitted by law.

        (b) The Company shall not be liable under this Agreement to make any
        payment in connection with any claim made against the Indemnitee to the
        extent that the Indemnitee has actually received payment (under any
        insurance policy, the certificate, the bylaws or otherwise) of the
        amounts otherwise payable hereunder.

6.      Enforcement.

        (a) If a claim for indemnification made to the Company pursuant to
        Section 4 hereof is not paid in full by the Company within 30 calendar
        days after a written claim has been received by the Company, the
        Indemnitee may at any time thereafter bring suit against the Company to
        recover the unpaid amount of the claim.

        (b) In any action brought under Section 5(a) hereof, it shall be a
        defense to a claim for indemnification pursuant to Sections 2(a) or 2(b)
        hereof (other than an action brought to enforce a claim for expenses
        incurred in defending any proceeding in advance of its final disposition
        where the Undertaking, if any is required, has been tendered to the
        Company) that the Indemnitee has not met the standards of conduct which
        make it permissible under the DGCL for the Company to indemnify the
        Indemnitee for the amount claimed, but the burden of proving such
        defense shall be on the Company. Neither the failure of the Company
        (including the Board, independent legal counsel or the Stockholders) to
        have made a determination prior to commencement of such action that
        indemnification of the Indemnitee is proper in the circumstances because
        he has met the applicable standard of conduct set forth in the DGCL, nor
        an actual determination by the Company (including the Board, independent
        legal counsel or the Stockholders) that the Indemnitee has not met such
        applicable standard of conduct, shall be a defense to the action or
        create a presumption that the Indemnitee has not met the applicable
        standard of conduct.

        (c) It is the intent of the Company that the Indemnitee not be required
        to incur the expenses associated with the enforcement of his rights
        under this Agreement by litigation or other legal action because the
        cost and expense thereof would substantially detract from the


<PAGE>   6

        benefits intended to be extended to the Indemnitee hereunder.
        Accordingly, if it should appear to the Indemnitee that the Company has
        failed to comply with any of its obligations under this Agreement or in
        the event that the Company or any other person takes any action to
        declare this Agreement void or unenforceable, or institutes any action,
        suit or proceeding designed (or having the effect of being designed) to
        deny, or to recover from, the Indemnitee the benefits intended to be
        provided to the Indemnitee hereunder, the Company irrevocably authorizes
        the Indemnitee from time to time to retain counsel of his choice, at the
        expense of the Company as hereafter provided, to represent the
        Indemnitee in connection with the initiation or defense of any
        litigation or other legal action, whether by or against the Company or
        any director, officer, stockholder or other person affiliated with the
        Company, in any jurisdiction. Regardless of the outcome thereof, the
        Company shall pay and be solely responsible for any and all costs,
        charges and expenses, including without limitation attorneys' and
        others' fees and expenses, reasonably incurred by the Indemnitee (i) as
        a result of the Company's failure to perform this Agreement or any
        provision thereof or (ii) as a result of the Company or any person
        contesting the validity or enforceability of this Agreement or any
        provision thereof as aforesaid.

7.      Merger or Consolidation.

        In the event that the Company shall be a constituent corporation in a
        consolidation, merger or other reorganization, the Company, if it shall
        not be the surviving, resulting or other corporation therein, shall
        require as a condition thereto the surviving, resulting or acquiring
        corporation to agree to indemnify the Indemnitee to the full extent
        provided in this Agreement. Whether or not the Company is the resulting,
        surviving or acquiring corporation in any such transaction, the
        Indemnitee shall also stand in the same position under this Agreement
        with respect to the resulting, surviving or acquiring corporation as he
        would have with respect to the Company if its separate existence had
        continued.

8.      Non-exclusivity and Severability

        (a) The right to indemnification provided by this Agreement shall not be
        exclusive of any other rights to which the Indemnitee may be entitled
        under the certificate, bylaws, the DGCL, any other statute, insurance
        policy, agreement, vote of Stockholders or of directors or otherwise,
        both as to actions in his official capacity and as to actions in another
        capacity while holding such office, and shall continue after the
        Indemnitee has ceased to be a director, officer, employee or agent and
        shall inure to the benefit of his heirs, executors and administrators.

        (b) If any provision of this Agreement or the application of any
        provision hereof to any person or circumstances is held invalid,
        unenforceable or otherwise illegal, the remainder of this Agreement and
        the application of such provision to other persons or circumstances
        shall not be affected, and the provision so held to be invalid,
        unenforceable or otherwise illegal shall be reformed to the extent (and
        only to the extent) necessary to make it enforceable, valid and legal.

9.      Governing Law.

        This Agreement shall be governed by and construed in accordance with the
        laws of the State of Delaware, without giving effect to the principles
        of conflict of laws thereof.


<PAGE>   7

10.     Modification; Survival.

        This Agreement contains the entire agreement of the parties relating to
        the subject matter hereof. This Agreement may be modified only by an
        instrument in writing signed by both parties hereto. The provisions of
        this Agreement shall survive the death, disability, or Incapacity of the
        Indemnitee or the termination of the Indemnitee's service as a director
        or officer of the Company and shall inure to the benefit of the
        Indemnitee's heirs, executors and administrators.



        IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
        as of the date first above written.

                                       CATUITY INC.

                                       By:
                                          ------------------------------------
                                          Name:
                                          Title:

                                       INDEMNITEE

                                          ------------------------------------
                                          Name:


<PAGE>   8

                                                                       EXHIBIT 1

                            INDEMNIFICATION STATEMENT

        STATE OF _______________________ )
                                         ) SS
        COUNTY OF ______________________ )

        I, _______________________________, being first duly sworn, do depose
        and say as follows:

        1. This Indemnification Statement is submitted pursuant to the
        Indemnification Agreement, dated as of ______________________, 19______,
        between Catuity Inc. (the "Company"), a Delaware corporation, and the
        undersigned.

        2. I am requesting indemnification against charges, costs, expenses
        (including attorneys' and others' fees and expenses), judgments, fines
        and amounts paid in settlement, all of which (collectively,
        "Liabilities") have been or will be incurred by me in connection with an
        actual or threatened action, suit, proceeding or claim to which I am a
        party or am threatened to be made a party.

        3. With respect to all matters related to any such action, suit,
        proceeding or claim, I am entitled to be indemnified as herein
        contemplated pursuant to the aforesaid Indemnification Agreement.

        4. Without limiting any other rights which I have or may have, I am
        requesting indemnification against Liabilities which have or may arise
        out of _________________________________________________________________
        ________________________________________________________________________
        ________________________________________________________________________

        Subscribed and sworn to before me, a Notary Public in and for said
        County and State, this _________ day of ____________________, 19_____.

        [seal]

                My commission expires the ___ day of_________________, 19_____.


<PAGE>   9

                                                                       EXHIBIT 2

                                   UNDERTAKING

        STATE OF ________________________ )
                                          ) SS
        COUNTY OF _______________________ )

        I, _______________________________, being first duly sworn do depose and
        say as follows:

        1. This Undertaking is submitted pursuant to the Indemnification
        Agreement, dated as of _____________________, 19___, between Catuity
        Inc. (the "Company"), a Delaware corporation, and the undersigned.

        2. I am requesting advancement of certain costs, charges and expenses
        which I have incurred or will incur in defending an actual or pending
        civil or criminal action, suit, proceeding or claim.

        3. I hereby undertake to repay (i) the entire advancement if it shall
        ultimately be determined that I am not entitled to be indemnified by the
        Company under the Indemnification Agreement or the Company's certificate
        of incorporation or bylaws or (ii) any part of the advancement to the
        extent that it exceeds the amount that I am entitled to be indemnified
        by the Company under the Indemnification Agreement or the Company's
        certificate of incorporation or bylaws.

        4. The costs, charges and Expenses (as defined in the Indemnification
        Agreement) for which advancement is requested are, in general, related
        to _____________________________________________________________________
        ________________________________________________________________________
        ________________________________________________________________________
        ________________________________________________________________________

        Subscribed and sworn to before me, a Notary Public in and for said
        County and State, this _________ day of ____________________, 19_____.

        [seal]

                My commission expires the ___ day of_________________, 19_____.