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.
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, ar