8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported): Feb 16, 2007


                                  Catuity Inc.
             (Exact name of registrant as specified in its charter)


          Delaware                      000-30045                38-3518829
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)


     300 Preston Ave., Suite 302
      Charlottesville, VA 22902                           (434) 979-0724
        (Address of principal                    (Registrant's telephone number,
          executive offices)                           including area code)


                                 Not Applicable
          (Former name or former address, if changed since last report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions.

( ) Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

( ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

( ) Pre-commencement communications pursuant to Rule 14d-2(b), under the
Exchange Act (17 CFR 240.14d-2(b))

( ) Pre-commencement communications pursuant to Rule 13e-4(c), under the
Exchange Act (17 CFR 240.13e-4(c))



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 16, 2007 Catuity Inc. entered into a Consulting Agreement with
Original Ink LLC, a company owned jointly by John Racine, Catuity's President
and CEO, and his wife Victoria Platt to provide certain marketing services. The
contract is valued at up to $8,000 for up to 120 hours of marketing consulting
to be performed by Victoria Platt. The contract rate is significantly below
market for similar services.

                                    SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                 CATUITY INC.
                                  (Registrant)


                       By   /s/ Debra Hoopes
                          ---------------------------
                               Debra Hoopes
                               Senior Vice President and Chief Financial Officer

Date: February 22, 2007

This document includes "forward-looking" statements within the meaning of the
Private Securities Litigation Act of 1995. This Act provides a "safe harbor" for
forward-looking statements to encourage companies to provide prospective
information so long as they identify these statements as forward-looking and
provide meaningful cautionary statements identifying important factors that
could cause actual results to differ from the expected results. All statements
other than statements of historical fact made in this letter are forward
looking. In some cases, they can be identified by terminology such as "may,"
"will," "should," "expect," "plan," "anticipate," "believe," "estimate,"
"predict," "potential," or "continue," the negative of such terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially. In evaluating these statements, you should
consider various factors that may cause actual results to differ materially from
any forward-looking statements.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee our future results, levels of
activity, performance or achievement. Moreover, neither we nor any other person
assumes liability for the accuracy and completeness of the forward-looking
statements. Actual results may differ materially from those projected as a
result of certain risks and uncertainties, including but not limited to: changes
in currency exchange rates from period to period, inflation rates in the United
States and Australia, recession, and other external economic factors over which
the Company has no control; the timing and speed with which our major customers
and prospects execute their plans for the use of our loyalty software and
services; continued development of the Company's software products; competitive
product and pricing pressures; use of internally developed software
applications; patent and other litigation risks; the risk of key staff leaving
the Company; the risk that major customers of the Company's products and
services reduce their requirements or terminate their arrangements with the
Company; as well as other risks and uncertainties, including but not limited to
those detailed from time to time in the Company's Securities and Exchange
Commission filings. These forward-looking statements are made only as of the
date hereof, and the Company undertakes no obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.


                                        1

EX-10.1

                                                               EXHIBIT NO. 10.1

                               STATEMENT OF WORK

THIS STATEMENT OF WORK ("SOW") is made and entered into as of February 9, 2007
("Effective Date") by and between Original Ink, LLC a Corporation of the
Commonwealth of Virginia, and Catuity Inc. ("CATUITY"), a Delaware C
Corporation. The professional services that are provided by Original Ink will be
performed by Victoria Platt and governed by the terms and conditions set forth
in this SOW.

SERVICE FEES AND PAYMENT TERMS

Included under this SOW are the activities described herein. Victoria Platt will
work with CATUITY to complete the activities listed below. The intent of this
contractor position is to act in a Marketing Consultant role and provide
Marketing advise and direction to the Marketing Manager, National Sales Director
and all members of the Sales team and other Catuity staff as needed. The role
will deal primarily with the Marketing and Sales teams, but is in no way limited
to those departments.

 Primary Job Duties

      -     Create a one-page branding document that outlines the purpose and
            positioning of Catuity, the competitive marketplace and Catuity's
            key selling propositions

      -     Build 4 to 5 case studies which highlight the success stories of
            Catuity clients.

      -     Create 1-2 page sell sheets for each product offered by Catuity that
            includes a brief description of the product, key product benefits,
            key selling propositions, competitive differences, major customer
            objections, Catuity customer success stories and proposed sales
            script(s)

      -     Execute a Needs Assessment for Phase II of the website; recommend
            next steps to achieve a goal of 40% of all sales leads coming from
            Catuity.com by Q3 2007.

      -     Develop a templated webinar for Gift Cards and for Loyalty Programs

      -     Assist in developing and executing promotional programs for the
            client and industry trade shows as specified by Catuity.

      -     Assist in developing and executing follow-on contact strategies
            after completion of the base 30 day call strategy, to include
            content, frequency, media, sequencing

      -     Provide marketing expertise and advice on other projects as needed.

All deliverables are subject to a monthly review with Catuity staff. This
position is for a part-time contractor.

For Ms. Platt's services, CATUITY shall pay Original Ink in the following
manner:

      a)    CATUITY shall pay a fee of up to $8,000 for up to 120 hours for
            contract services outlined above within 30 days of invoice date. Ms.
            Platt will be required to work between 12 to 20 hours per week
            during the 3 month timeframe and should be available for phone and
            conference calls as needed.

      b)    CATUITY will reimburse Original Ink for customary out-of-pocket
            expenses, including, but not limited to, travel costs, provided
            CATUITY has agreed to the same in writing prior to the expense being
            incurred.

      c)    Deliverables within the OUTLINE may be added to the SOW, upon mutual
            agreement of Catuity and Original Ink, and as such will be billed at
            the same rate agreed upon in the SOW unless otherwise agreed upon in
            writing. All



projects outside the scope of this SOW will be considered beyond the scope of
the project.

      d)    All additional consulting services and related expenses will be
            invoiced to CATUITY at least every twenty (20) business days.

Original Ink is acting as a prime contractor and does not currently intend to
partner with other service providers. Original Ink may have the right to include
third parties, provided CATUITY agrees, as it sees necessary to complete the
scope of this project as outlined in this SOW. In the event that Original Ink
elects to utilize any third party, it will first seek the approval of CATUITY.

Scheduling for delivery of the services being proposed in this SOW will begin
upon the signing of this contract. The above consulting service rates are valid
only if this SOW is signed on or before February 16, 2007 after which date the
above-specified fee(s) shall be subject to change by CATUITY.


IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have executed this SOW.


CATUITY INC.                            ORIGINAL INK, LLC

By: /s/ Debra Hoopes                    By: /s/ Victoria Platt
    ----------------------               -----------------------------

    Debra Hoopes                            Victoria Platt
    SVP and CFO                             Principal
    300 Preston Ave
    Suite 302
    Charlottesville, VA 22902

    Date:   February 16, 2007               Date: February 16, 2007