<PAGE>

    As filed with the Securities and Exchange Commission on December 6, 2002

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ---------------

                                  CATUITY INC.
       (Exact name of registrant as specified in its governing instrument)

             DELAWARE                                    38-3518829
  (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                                 ---------------

                           2711 EAST JEFFERSON AVENUE
                             DETROIT, MICHIGAN 48207
                    (Address of Principal Executive Offices)


                 CATUITY INC. 2002 EXECUTIVE STOCK PURCHASE PLAN
                            (Full title of the plan)


                                JOHN H. LOWRY III
                             CHIEF FINANCIAL OFFICER
                                  CATUITY INC.
                           2711 EAST JEFFERSON AVENUE
                             DETROIT, MICHIGAN 48207
                                 (313) 567-4348
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)


                                    Copy to:

                              DAVID D. WARNER, ESQ.
                        JAFFE, RAITT, HEUER & WEISS, P.C.
                         ONE WOODWARD AVENUE, SUITE 2400
                             DETROIT, MICHIGAN 48226
                                 (313) 961-8380

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================


                                                   Proposed Maximum                Proposed Maximum                 Amount of
                                              Offering Price Per Share (1)    Aggregate Offering Price (1)       Registration Fee
Title of Securities          Amount to be     ----------------------------    ----------------------------       ----------------
to be Registered              Registered
----------------              ----------
<S>                          <C>              <C>                             <C>                                <C>
Common Stock, par               25,000                  $2.13                           $53,250                      $4.90
value $.001 per share

=================================================================================================================================
</TABLE>

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

         The documents containing the information specified in this Item 1 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission") and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents containing the information specified in this Item 2 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Commission
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents and information heretofore filed with the
Commission are incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10K dated March 28,
                  2002 for the year ended December 31, 2001, filed pursuant to
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act").

         (b)      The Registrant's Quarterly Reports on Form 10Q dated May 8,
                  2002, August 14, 2002 and November 14, 2002, and its Reports
                  on From 8K dated June 27, 2002 and May 9, 2002, all filed
                  pursuant to the Exchange Act.

         All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

         Any statement contained in this Registration Statement or in a document
incorporated, or deemed to be incorporated, by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.




                                      -2-
<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         There are no experts or counsel with interests in the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by the Delaware General Corporation Law, Registrant's
Certificate of Incorporation provides that no director will be personally liable
to Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (1) for any breach of the director's
duty of loyalty to Registrant or its stockholders; (2) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation of
law; (3) under Section 174 of the Delaware General Corporation Law; and (4) for
any transaction from which the director derived an improper personal benefit.

         Registrant's bylaws further provide that Registrant must indemnify its
directors and executive officers and may indemnify its other officers and
employees and agents to the fullest extent permitted by Delaware law. Registrant
currently maintains liability insurance for its officers and directors.

         Registrant has entered into indemnification agreements with each of its
directors. These agreements require Registrant, among other things, to indemnify
each director for certain expenses (including attorneys' fees), judgments,
fines, penalties and settlement amounts incurred by any such person in any
threatened, pending or completed action, suit or proceeding or by reason of any
event or occurrence arising out of such person's services as a director. Under
various employment agreements, Registrant also has agreed to indemnify various
officers for any cost, loss, damage or liability (including legal fees) incurred
in connection with any action brought against the officer arising from the
performance of his duties.

         There is no pending litigation or proceeding involving any of our
directors, officers, employees or agents as to which indemnification is being
sought. Registrant is not aware of any pending or threatened litigation or
proceeding that might result in a claim for such indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8. EXHIBITS

         The exhibits filed herewith are set forth on the Exhibit Index filed as
part of this Registration Statement.

ITEM 9. UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) to include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) to reflect in the prospectus any facts or events
                  arising after the effective date of this registration
                  statement (or the most recent post-effective amendment
                  thereof)


                                      -3-
<PAGE>



                  which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  registration statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than a 20% change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table set forth in this registration
                  statement; and

                           (iii) to include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this registration statement or any material change to such
                  information in this registration statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in this registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                      -4-
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Detroit, State of Michigan, on December 6, 2002.

                                      CATUITY INC., a Delaware corporation


                                      By:  /s/ Michael V. Howe
                                         ---------------------------------------
                                           Michael V. Howe, Chief Executive
                                           Officer


         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael V. Howe and John H. Lowry III,
jointly and severally, his attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him and in his name, place or stead, in any
and all capacities, to sign any amendments to this Registration Statement on
Form S-8, and to file such amendments, together with exhibits and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to each attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as he might or could do in person, and ratifying
and confirming all that the attorneys-in-fact and agents, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, the
following persons have signed this Registration Statement in the capacities and
on the date indicated.

<TABLE>
<CAPTION>
                   NAME                                 TITLE                           DATE
                   ----                                 -----                           ----
<S>                                        <C>                                     <C>

/s/ David L. Mac. Smith                    Director and Chairman of the Board      December 6, 2002
--------------------------------------
         David L. Mac. Smith

/s/ Michael V. Howe                        Director, President and Chief           December 6, 2002
--------------------------------------     Executive Officer
          Michael V. Howe
                                           Director                                December 6, 2002
/s/ Alexander S. Dawson
--------------------------------------
        Alexander S. Dawson
                                           Director                                December 6, 2002
/s/ Duncan P.F. Mount
--------------------------------------
          Duncan P.F. Mount
                                           Director                                December 6, 2002
/s/ Alan L. Gilman
--------------------------------------
          Alan L. Gilman
                                           Director                                December 6, 2002
/s/ Robert C. Robins
--------------------------------------
         Robert C. Robins

/s/ John H. Lowry III                      Vice President, Chief Financial         December 6, 2002
--------------------------------------     Officer, Treasurer and Secretary
         John H. Lowry III
</TABLE>



                                      -5-
<PAGE>

                                  EXHIBIT INDEX


EXHIBIT
NUMBER                               DESCRIPTION

4.1               Catuity Inc. 2002 Executive Stock Purchase Plan

5.1               Opinion of Jaffe, Raitt, Heuer & Weiss, P.C. as to legality of
                  securities being registered

23.1              Consent of Independent Outside Auditors

24.1              Powers of Attorney (see Signature Page)



















                                      -6-
[{"type": "S-8", "sequence": "1", "filename": "k73462sv8.txt", "description": "REGSTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 17220}]
{"company-data": {"conformed-name": "CATUITY INC", "cik": "0001109740", "assigned-sic": "7371", "irs-number": "383518829", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101685", "film-number": "02850749"}, "business-address": {"street1": "2711 EAST JEFFERSON AVE", "city": "DETROIT", "state": "MI", "zip": "48207", "phone": "3135674348"}, "mail-address": {"street1": "2711 EAST JEFFERSON AVE", "city": "DETROIT", "state": "MI", "zip": "48207"}}
As filed with the Securities and Exchange Commission on December 6, 2002

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 ---------------

                                  CATUITY INC.
       (Exact name of registrant as specified in its governing instrument)

             DELAWARE                                    38-3518829
  (State or Other Jurisdiction of           (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                                 ---------------

                           2711 EAST JEFFERSON AVENUE
                             DETROIT, MICHIGAN 48207
                    (Address of Principal Executive Offices)

                 CATUITY INC. 2002 EXECUTIVE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                JOHN H. LOWRY III
                             CHIEF FINANCIAL OFFICER
                                  CATUITY INC.
                           2711 EAST JEFFERSON AVENUE
                             DETROIT, MICHIGAN 48207
                                 (313) 567-4348
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

                                    Copy to:

                              DAVID D. WARNER, ESQ.
                        JAFFE, RAITT, HEUER & WEISS, P.C.
                         ONE WOODWARD AVENUE, SUITE 2400
                             DETROIT, MICHIGAN 48226
                                 (313) 961-8380

                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================

                                                   Proposed Maximum                Proposed Maximum                 Amount of
                                              Offering Price Per Share (1)    Aggregate Offering Price (1)       Registration Fee
Title of Securities          Amount to be     ----------------------------    ----------------------------       ----------------
to be Registered              Registered
----------------              ----------
Common Stock, par               25,000                  $2.13                           $53,250                      $4.90
value $.001 per share

=================================================================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION

         The documents containing the information specified in this Item 1 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission") and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The documents containing the information specified in this Item 2 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Commission
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents and information heretofore filed with the
Commission are incorporated herein by reference:

         (a)      The Registrant's Annual Report on Form 10K dated March 28,
                  2002 for the year ended December 31, 2001, filed pursuant to
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act").

         (b)      The Registrant's Quarterly Reports on Form 10Q dated May 8,
                  2002, August 14, 2002 and November 14, 2002, and its Reports
                  on From 8K dated June 27, 2002 and May 9, 2002, all filed
                  pursuant to the Exchange Act.

         All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

         Any statement contained in this Registration Statement or in a document
incorporated, or deemed to be incorporated, by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is, or is deemed to be, incorporated by reference herein modifies or
supersedes such earlier statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable.

                                      -2-
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

         There are no experts or counsel with interests in the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

         As permitted by the Delaware General Corporation Law, Registrant's
Certificate of Incorporation provides that no director will be personally liable
to Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (1) for any breach of the director's
duty of loyalty to Registrant or its stockholders; (2) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation of
law; (3) under Section 174 of the Delaware General Corporation Law; and (4) for
any transaction from which the director derived an improper personal benefit.

         Registrant's bylaws further provide that Registrant must indemnify its
directors and executive officers and may indemnify its other officers and
employees and agents to the fullest extent permitted by Delaware law. Registrant
currently maintains liability insurance for its officers and directors.

         Registrant has entered into indemnification agreements with each of its
directors. These agreements require Registrant, among other things, to indemnify
each director for certain expenses (including attorneys' fees), judgments,
fines, penalties and settlement amounts incurred by any such person in any
threatened, pending or completed action, suit or proceeding or by reason of any
event or occurrence arising out of such person's services as a director. Under
various employment agreements, Registrant also has agreed to indemnify various
officers for any cost, loss, damage or liability (including legal fees) incurred
in connection with any action brought against the officer arising from the
performance of his duties.

         There is no pending litigation or proceeding involving any of our
directors, officers, employees or agents as to which indemnification is being
sought. Registrant is not aware of any pending or threatened litigation or
proceeding that might result in a claim for such indemnification.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8. EXHIBITS

         The exhibits filed herewith are set forth on the Exhibit Index filed as
part of this Registration Statement.

ITEM 9. UNDERTAKINGS

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this registration statement:

                           (i) to include any prospectus required by Section
                  10(a)(3) of the Securities Act;

                           (ii) to reflect in the prospectus any facts or events
                  arising after the effective date of this registration
                  statement (or the most recent post-effective amendment
                  thereof)

                                      -3-
which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in this
                  registration statement. Notwithstanding the foregoing, any
                  increase or decrease in volume of securities offered (if the
                  total dollar value securities offered would not exceed that
                  which was registered) and any deviation from the low or high
                  end of the estimated maximum offering range may be reflected
                  in the form of prospectus filed with the Commission pursuant
                  to Rule 424(b) if, in the aggregate, the changes in volume and
                  price represent no more than a 20% change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table set forth in this registration
                  statement; and

                           (iii) to include any material information with
                  respect to the plan of distribution not previously disclosed
                  in this registration statement or any material change to such
                  information in this registration statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
         Act that are incorporated by reference in this registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or 15(d) of the Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -4-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Detroit, State of Michigan, on December 6, 2002.

                                      CATUITY INC., a Delaware corporation

                                      By:  /s/ Michael V. Howe
                                         ---------------------------------------
                                           Michael V. Howe, Chief Executive
                                           Officer

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael V. Howe and John H. Lowry III,
jointly and severally, his attorneys-in-fact and agents, each with the power of
substitution and resubstitution, for him and in his name, place or stead, in any
and all capacities, to sign any amendments to this Registration Statement on
Form S-8, and to file such amendments, together with exhibits and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to each attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as he might or could do in person, and ratifying
and confirming all that the attorneys-in-fact and agents, or his substitute or
substitutes, may do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, the
following persons have signed this Registration Statement in the capacities and
on the date indicated.
NAME                                 TITLE                           DATE
                   ----                                 -----                           ----
/s/ David L. Mac. Smith                    Director and Chairman of the Board      December 6, 2002
--------------------------------------
         David L. Mac. Smith

/s/ Michael V. Howe                        Director, President and Chief           December 6, 2002
--------------------------------------     Executive Officer
          Michael V. Howe
                                           Director                                December 6, 2002
/s/ Alexander S. Dawson
--------------------------------------
        Alexander S. Dawson
                                           Director                                December 6, 2002
/s/ Duncan P.F. Mount
--------------------------------------
          Duncan P.F. Mount
                                           Director                                December 6, 2002
/s/ Alan L. Gilman
--------------------------------------
          Alan L. Gilman
                                           Director                                December 6, 2002
/s/ Robert C. Robins
--------------------------------------
         Robert C. Robins

/s/ John H. Lowry III                      Vice President, Chief Financial         December 6, 2002
--------------------------------------     Officer, Treasurer and Secretary
         John H. Lowry III
-5-
EXHIBIT INDEX

EXHIBIT
NUMBER                               DESCRIPTION

4.1               Catuity Inc. 2002 Executive Stock Purchase Plan

5.1               Opinion of Jaffe, Raitt, Heuer & Weiss, P.C. as to legality of
                  securities being registered

23.1              Consent of Independent Outside Auditors

24.1              Powers of Attorney (see Signature Page)

                                      -6-