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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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Central European Sub-segment (including Hungary, Poland, the Czech Republic, Croatia, Greece and Romania)

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Western European Sub-segment (including Germany and the United Kingdom)

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Other Operations Sub-segment (including Indonesia, Egypt and unallocated processing center costs)

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cash withdrawals

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balance inquiries

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transactions not completed because the relevant card issuer does not give authorization

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prepaid telecommunication recharges

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ATM installation costs

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ATM site rentals

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Costs associated with maintaining ATMs

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ATM telecommunications

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Interest on network cash and cash delivery

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Security services to ATMs

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Software license fees

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Professional service fees

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Maintenance fees

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Hardware sales

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Direct operating costs

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Salaries and benefits

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Selling, general and administrative expenses

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Depreciation and amortization

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cash flow from operations of $8.5 million

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net proceeds from the sale of DASH of $5.8 million as described in Note 9 to our unaudited consolidated financial statements

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net proceeds from the private placement of equity in February 2002 of $11.7 million as described in Note 11 to our unaudited consolidated financial statements

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net proceeds from exercise of stock options, warrants and employee share purchases of $5.1 million

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offset by the cash purchase of $6.4 million of fixed assets and other long-term assets

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offset by the purchase of CDs to secure standby letters of credit of $2.0 million

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offset by debt and lease repayments of $16.0 million

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the $2.0 million repayment of the shareholder credit facility discussed in Note 6 to our unaudited consolidated financial statements

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decreases in trade accounts payable and other accrued expenses of $1.6 million

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offset by an increase in the current portion of capital lease obligations of $0.4 million

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$3.7 million in net losses for the nine months ended September 30, 2002

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$18.6 million in proceeds from the private placement of equity, the exercise of options and warrants, and employee stock purchases

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$0.2 million decrease in the accumulated comprehensive loss

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Our business plans and financing plans and requirements

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Trends affecting our business plans and financing plans and requirements

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Trends affecting our business

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The adequacy of capital to meet our capital requirements and expansion plans

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The assumptions underlying our business plans

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Business strategy

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Government regulatory action

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Technological advances

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Projected costs and revenues

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Technological and business developments in the local card, electronic and mobile banking and mobile phone markets affecting transaction and other fees that we are able to charge for our services

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Foreign exchange fluctuations

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Competition from bank-owned ATM networks, outsource providers of ATM services, software providers and providers of outsourced mobile phone services

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Our relationships with our major customers, sponsor banks in various markets and international card organizations

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Changes in laws and regulations affecting our business

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1.

I have reviewed this quarterly report on Form 10-Q of Euronet Worldwide, Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.

The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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1.

I have reviewed this quarterly report on Form 10-Q of Euronet Worldwide, Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.

The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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                                                                    Exhibit 10.1

                           EURONET LONG-TERM INCENTIVE
                                STOCK OPTION PLAN

                    (As Amended Effective September 13, 2002)

     1.   Purpose of Plan. The purpose of the Euronet Long-Term Incentive Plan
(the "Plan") is to (i) increase the ownership of common stock of Euronet
Services Inc. (the "Company") by those key employees or independent consultants
who are primarily responsible for the continued growth, development and
financial success of the Company and its subsidiaries, and (ii) attract and
retain such employees and consultants and reward them for the continued
profitable performance of the Company and its subsidiaries.

     The Plan was adopted by the Board of Directors of the Company (the Board")
on December 17, 1996. Certain stock option grants were made to employees and
consultants of the Company or its subsidiaries in agreements made prior to the
date of adoption of this Plan ("Prior Grants"). This Plan is intended to
incorporate all such grants which shall, from the date the grantees under such
grants so acknowledge, be governed by this Plan.

     2.   Definitions. The following definitions are applicable herein:

     "Adoption Date" -- December 17, 1996, the date on which the original
version of this Plan was adopted by the Board.

     "Award" -- individually or collectively, Options granted hereunder.

     "Board" -- the Board of Directors of the Company.

     "Company" -- Euronet Services Inc., acting for purposes of this plan
through the Board. The term "Company" as used herein shall also include any
successor to the Company as provided in Section 9.6 of this Plan.

     "Date of Grant" -- the date on which the grant of an Award is authorized by
the Company or such other date as may be specified by the Company in such
authorization.

     "Date of Retirement" -- the date on which an employee of the Company or a
Subsidiary retires from such employment or the effective date of an Early
Retirement.

     "Early Retirement" -- the retirement of an employee of the Company or a
Subsidiary prior to the legally mandated age of retirement, if any, or that age
provided in applicable policies of the Company as such may be instituted from
time to time.

     "Eligible Person" -- any person employed or retained as a consultant by the
Company or a Subsidiary on a regular basis who satisfies all of the requirements
of Section 5.3.

     "Fair Market Value" -- the greater of (i) the per share price at which
shares of the Company were issued to or purchased by any party in the last
transaction occurring prior to the date of the exercise of the Option, and (ii)
the net book value of the Company, divided by the number of the Company shares
outstanding at the time of the exercise of an Award by a

                                       1



Participant; provided that the Fair Market Value shall always be at least equal
to the par value of the Stock. In the event that a public market is created for
shares, then the Fair Market Value of a share of common stock on any day shall
be the closing sale quotation on the market with respect to which such shares
are traded as reported for such day or, if no such quotation is reported for
such day, the average of the high bid and low asked price of common stock as
reported for such day. If no quotation is made for the applicable day, the Fair
Market Value of a share of common stock on such day shall be determined in the
manner set forth in the preceding sentence using quotations for the next
preceding day for which there were quotations, provided that such quotations
shall have been made within the ten (10) "trading" days preceding the applicable
day. Notwithstanding the foregoing, if no such information is available or if
otherwise deemed necessary or appropriate by the Option Committee, the Fair
Market Value of a share of common stock on any day shall be determined in good
faith by the Option Committee taking into account all relevant material facts
and circumstances.

     "Group of Persons" -- a "group" as such term is defined in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended, and the
regulations promulgated thereunder (the "Exchange Act").

     "Option" or "Stock Option" -- an option granted under Section 5 of this
Plan.

     "Option Committee" -- an Option Committee created by the Board. It is
acknowledged that no such committee exists as of the time of the adoption of
this Plan and until such creation all functions attributed hereunder to the
Option Committee shall be exercised by the Board.

     "Optionee" -- any person to whom an Option is granted under this Plan.

     "Option Period" or "Option Periods" -- the period or periods during which
an Option is exercisable as described in Section 5.6.

     "Option Shares" -- shares purchase by an Optionee under an Option.

     "Owner" -- a person or Group which owns shares, including a beneficial
owner as defined under the Exchange Act.

     "Participant" -- an Eligible Person who has been granted an Award under
this Plan.

     "Person" -- any individual or legal entity of any form whatsoever.

     "Plan" -- this Euronet Long Term Incentive Stock Option Plan.

     "Securities Act" -- the laws and regulations of any jurisdiction governing
the issuance and trading of securities, including, without limitation, the U.S.
Securities Act of 1933.

     "Stock Option Agreement" -- an agreement entered into by an Optionee and
the Company pursuant to Section 5 of this Plan.

     "Subsidiary" -- any corporation of which 50% or more of the outstanding
voting stock or voting power is beneficially owned, directly or indirectly, by
the Company.

                                       2



     "Termination" -- termination of the employment or the consulting
arrangement of a person with the Company or any Subsidiary. The Company may, in
its discretion, determine whether any "leave of absence" constitutes a
Termination for purposes of this Plan and the impact, if any, of any such leave
of absence on Awards made under this Plan. The Company shall have the right to
determine whether the termination of a Participant's employment or consulting
arrangement is a dismissal for cause and the date of Termination in such case,
which date the Company may retroactively deem to be the date of the action that
constitutes cause for dismissal. Such determinations of the Company shall be
final, binding and conclusive.

     "Vested Shares" -- shares of Stock with respect to which an Optionee's
purchase right under an Option has vested in accordance with the terms of
Section 5.6.

     3.   Effective Date and Duration.

          3.1   Effective Date. This Plan shall be effective as of the Adoption
Date.

          3.2   Period for Grant of Awards. Awards may be made as provided
herein for a period of ten (10) years after the Adoption Date.

          3.3   Termination. This Plan shall continue in effect until all
matters relating to the payment of Awards and administration of the Plan have
been settled.

     4.   Administration.

          4.1   The Board; Option Committee. The Plan shall be administered in
accordance with the terms of this Plan document by the Board or a committee
thereof, provided that all questions of interpretation regarding the terms and
conditions pursuant to which Awards are granted, exercised or forfeited under
the provisions hereof, shall be subject to the determination of the Board or the
Option Committee, as the case may be. Any such determination shall be final and
binding upon all parties affected thereby.

          4.2   Indemnification. Each member of the Board or the Option
Committee (and each person to whom any of them has delegated any authority or
power under this Plan) shall be indemnified and held harmless by the Company
against and from (i) any loss, cost, liability, or expense that may be imposed
upon or incurred by such person in connection with or resulting from any claim,
action, suit, or proceeding to which such person may be a party or in which such
person may be involved by reason of any action or failure to act under the Plan;
and (ii) any and all amounts paid by such person in satisfaction of judgment in
any such action, suit, or proceeding relating to the Plan. Each person covered
by this indemnification shall give the Company an opportunity, at its own
expense, to handle and defend the same before such person undertakes to handle
and defend it on such person's own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Articles of Incorporation or
By-Laws of the Company or any of its Subsidiaries, as a matter of law, or
otherwise, or of any other power that the Company may have to indemnify such
person or hold such person harmless.

          4.3   Reliance on Reports. Each member of the Board or the Option
Committee (and each person to whom any of them has delegated any authority or
power

                                        3



under this Plan) shall be fully justified in relying or acting in good faith
upon any report made by the independent public accountants of the Company and
its Subsidiaries and upon any other information furnished in connection with the
Plan. In no event shall any person who is or shall have been a member of the
Board or the Option Committee be liable for any determination made or other
action taken or any omission to act in reliance upon any such report or
information or for any action taken, including the furnishing of information, or
failure to act, if in good faith.

     5.   Stock Options.

          5.1   Grant of Stock Options. The Company may, from time to time,
grant Stock Options for shares of common stock in the Company to one or more
Eligible Persons, provided that: (i) all grants must be approved in advance by
the Board or by the Option Committee acting on behalf of the Board; (ii) the
aggregate number of shares of Stock subject to Stock Options under this Plan,
subject to any adjustment pursuant to Section 5.11, may not exceed Two Million
Four Hundred Thirteen Thousand Five Hundred and Eighty-Six (2,413,586) shares,
plus all Prior Grants; (iii) in the event that a Stock Option lapses or the
rights of the Participant to whom it as granted terminate, any shares of Stock
subject to such Option shall again be available for the grant of an Option to
another Eligible Person under this Plan; and (iv) shares of Stock delivered by
the Company under this Plan may be either authorized and unissued Stock, Stock
held in the treasury of the Company or Stock purchased on the open market
(including private purchases), in accordance with any applicable Securities Act.

          5.2   Payment Nature of Option. All Options granted shall be in
consideration of services performed for the Company or its Subsidiaries by the
Optionee. All Options granted shall constitute a special incentive payment to
the Optionee and shall not be taken into account in computing the amount of
salary or compensation of the Optionee for the purpose of determining any
benefits under any pension, retirement, profit-sharing, bonus, life insurance or
other benefit plan of the Company or under any agreement between the Company and
the Optionee, unless such plan or agreement specifically otherwise provides.

          5.3   Eligibility. Key employees and consultants of the Company and
its Subsidiaries (including employees and consultants who are members of the
Board) who, in the opinion and sole discretion of the Company, are primarily
responsible for the continued growth and development and financial success of
the business of the Company or one or more of its Subsidiaries shall be eligible
to be granted Awards under the Plan. Subject to the provisions of this Plan, the
Company may from time to time select from such Eligible Persons those to whom
Awards shall be granted and determine the nature and amount of each Award. The
Company shall not be under any obligation to grant any employee or consultant of
the Company or its Subsidiaries an Award under this Plan.

          5.4   Non-Uniform Determinations. The Company's determinations under
this Plan need not be uniform and may be made by it selectively among Eligible
Persons who receive, or are eligible to receive, Options (whether or not such
persons are similarly situated). Without limiting the generality of the
foregoing, the Company shall be entitled, among other things, to make
non-uniform and selective determinations which may, inter alia, reflect the
specific terms of individual employment or consulting agreements, and to enter
into non-uniform and selective Option Agreements, as to (a) the persons
qualified to receive Options and (b) the terms and conditions of Options.

                                       4



          5.5  Number of Shares of Stock Subject to Option. In determining the
size of Options to be granted, the Company shall take into account a prospective
Participant's job responsibilities, level, performance, potential, cash
compensation level, the Fair Market Value of the Stock at the time of granting
the Award, as well as such other considerations it deems appropriate.

          5.6  Stock Option Terms. Each Option granted under this Plan shall be
evidenced by a Stock Option Agreement between the Company and the Participant
under terms and conditions approved by the Company, provided, however, that
unless otherwise provided in the Stock Option Agreement, the following terms and
conditions shall apply:

               (1) The Optionee's right to exercise the Options granted shall
vest over a period of five years, in five tranches, each equal to one-fifth of
the total number of shares of Stock which are the subject of an Option grant.
One tranche shall vest on each anniversary of the Date of Grant for five years
after the Date of Grant.

               (2) The Options are exercisable with respect to Vested Shares
either in total or in part, with a partial exercise not affecting the
exercisability of the balance of the Option.

               (3) Each Option shall cease to be exercisable as to any share of
Stock, at the earliest of (i) the Optionee's purchase of the entire amount of
Stock to which the Option relates or (ii) the lapse of the Option in accordance
with Section 5.8 below.

               (4) Options are not transferable by the Optionee except by will
or the laws of descent and distribution and shall be exercisable (i) during the
Optionee's lifetime only by the Optionee, or by the Optionee's guardian or legal
representative or (ii) after an Optionee's death by the Optionee's beneficiary
or representative of the estate of the Optionee as provided in Section 5.8. In
the event a Stock Option Agreement establishes an Option Period which does not
begin immediately upon the grant thereof, such agreement may initially provide,
or the Company may at any time thereafter unilaterally amend it to provide, for
the immediate exercisability of the Option granted therein upon the occurrence
of events determined by the Company, in its sole discretion, to justify such
immediate exercisability.

               (5) The Option price per share of Stock shall be 100% of the Fair
Market Value at the Date of Grant. The Option price shall be payable in cash, in
full, at the time of the exercise of the Option.

          5.7  Dividend Equivalency. Any Option may, in the discretion of the
Company, provide for dividend equivalency rights under which the Participant
shall be entitled to additional payments, in the nature of compensation, equal
to the amount of dividends which would have been paid, during the period such
Option is held, on the number of shares of Stock equal to the number of shares
subject to such Option.

          5.8  Lapse of Option. An Option will lapse upon the first occurrence
of one of the following circumstances: (i) 10 years from the Date of Grant; (ii)
on the 90th day following the Optionee's Date of Retirement; (iii) on the date
which is 60 days after an Optionee's Termination; or (iv) at the expiration of
the Option Period set forth in the Stock Option Agreement. If, however, the
Optionee dies within the Option Period and prior to the

                                       5



lapse of the Option, the Option shall lapse unless it is exercised within the
Option Period or twelve months from the date of the Optionee's death, whichever
is earlier, by the Optionee's beneficiary, legal representative or
representatives or by the person or persons entitled to do so under the
Optionee's will or, if the Optionee shall fail to designate a beneficiary or
make a testamentary disposition of such Option or shall die intestate, by the
person or persons entitled to receive said Option under the applicable laws of
descent and distribution.

          5.9  Change in Control.

               (1) "Change In Control" shall be deemed to have occurred upon the
happening of any of the following events: (i) any Person or Group of Persons
(other than any shareholder of the Company as of the Adoption Date), becomes the
Owner, directly or indirectly, whether by purchase, acquisition or otherwise, of
50% or more of the outstanding shares of the Company; or (ii) the Company's
shareholders approve an agreement to merge, consolidate, liquidate, or sell all
or substantially all of the Company's assets. The Company shall give prompt
notice to all Optionees in the event it becomes aware that a Change In Control
has occurred.

               (2) Upon the event of a Change in Control: (i) any Option
outstanding prior to the date of the Change in Control shall become,
notwithstanding any other provision of this Plan or any Stock Option Agreement,
fully vested and immediately exercisable; and (ii) the Company may, in its sole
discretion and subject to the provisions of Section 7 below, amend any Stock
Option Agreement in such manner as it deems appropriate, but only as to those
Options which have not been exercised.

               (3) Whenever deemed appropriate by the Company, any action
referred to in Section 5.9(2)(ii) may be made conditional upon the consummation
of the applicable Change in Control transaction.

          5.10 Restrictions. In furtherance of the foregoing, at the time of any
exercise of an Option, the Company may, if it shall determine it necessary or
desirable for any reason, require the Optionee, as a condition to the exercise
thereof, to deliver to the Company a written representation of the Optionee's
present intention to purchase the Stock for investment and not for distribution.
Each Option shall also be subject to the requirement that, if at any time the
Company determines, in its discretion, that either (i) the registration or
qualification of Stock subject to an Option under any Securities Act, or (ii)
the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the issue or purchase of
Stock thereunder, the Option may not be exercised in whole or in part unless
such registration, qualification, consent or approval shall have been effected
or obtained free of any conditions not acceptable to the Company.

          5.11 Changes in Capital Structure. In the event of any change in the
outstanding shares of Stock by reason of any stock dividend or split,
recapitalization, combination or exchange of shares or other similar changes in
the Stock, then appropriate adjustments shall be made in the shares of Stock
theretofore awarded to the Optionees and in the aggregate number of shares of
Stock which may be awarded pursuant to the Plan. Such adjustments shall be made
by the Company and shall be binding and conclusive for all purposes. Additional
shares of Stock issued to a Optionee as the result of any such change shall bear
the same restrictions as the shares of Stock to which they relate.

                                       6



     6.   Other Payments or Options. Nothing contained in this Plan shall be
deemed, in any way, to limit or restrict the Company from granting an option to
purchase Stock or payment to any person under any other plan, arrangement or
understanding, whether now existing or hereafter in effect.

     7.   Amendment and Termination. The Board may, from time to time, suspend,
discontinue, revise or amend this Plan in any respect whatsoever provided
however that no such amendment shall materially impair any rights or materially
increase any obligations under any outstanding Award without the consent of the
Participant (or, upon the Participant's death or adjudication of mental
incapacity, the person having the right to exercise the Award).

     8.   Miscellaneous Provisions.

          8.1  Non-transferability. No benefit provided under this Plan shall be
subject to alienation or assignment by a Optionee (or by any person entitled to
such benefit pursuant to the terms of this Plan), nor shall it be subject to
attachment or other legal process of whatever nature. Any attempted alienation,
assignment or attachment shall be void and of no effect whatsoever. Payment
shall be made only to the Optionee entitled to receive the same or said
Optionee's authorized legal representative.

          8.2  No Employment Right or Right of Retainer. Neither this Plan nor
any action taken hereunder shall be construed as giving any right to be retained
as an officer, employee or consultant of the Company or any of its Subsidiaries.


          8.3  Tax Withholding. Either the Company or a Subsidiary, as
appropriate, shall have the right to deduct from all Awards paid in cash any
taxes as it deems to be required by law to be withheld with respect to such cash
payments. In the case of Awards paid in Stock, the employee or other person
receiving such Stock may be required to pay to the Company or a Subsidiary, as
appropriate, the amount of any such taxes which the Company or a Subsidiary is
required to withhold with respect to such Stock. At the request of an Optionee,
or as required by law, upon the exercise of an Option, such sums as may be
required for the payment of any estimated or accrued income tax liability may be
withheld or paid by the Optionee to the Company and remitted to the governmental
entity entitled to receive the same.

          8.4  Fractional Shares. Any fractional shares concerning Awards shall
be eliminated at the time of payment or payout by rounding down for fractions of
less than one-half and rounding up for fractions of equal to or more than
one-half. No cash settlements shall be made with respect to fractional shares
eliminated by rounding.

          8.5  Government and Other Regulations. The obligation of the Company
to make payment of Awards in Stock or otherwise shall be subject to all
applicable laws, rules and regulations, and to such approvals by any government
agencies as may be required. If Stock awarded under the Plan may in certain
circumstances be exempt from registration under the Securities Act, the Company
may restrict its transfer in such manner as it deems advisable to ensure such
exempt status.

          8.6  Company Successors. In the event the Company becomes a party to a
merger, consolidation, sale of substantially all of its assets or any other
corporate

                                       7



reorganization in which the Company will not be the surviving corporation or in
which the holders of the Stock will receive securities of another corporation
(in any such case, the "New Company"), then the New Company shall assume the
rights and obligations of the Company under this Plan.

          8.7  Governing Law. All matters relating to the Plan or to Awards
granted hereunder shall be governed by the laws of the State of Delaware.

          8.8  Relationship to Other Benefits. No payment under the Plan shall
be taken into account in determining any benefits under any other pension,
retirement, profit-sharing or group insurance plan of the Company or any
Subsidiary.

          8.9  Expenses. The expenses of administering the Plan shall be borne
by the Company and its Subsidiaries.

          8.10 Titles and Headings. The titles and headings of the sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles and headings, shall
control.

     IN WITNESS WHEREOF, the Company has caused this Plan to be adopted
effective as of December 3, 1996, and amended effective as October 16, 1997 and
September 13, 2002.

                                                     EURONET WORLDWIDE, INC.

                                                     ___________________________
                                                     Michael J. Brown, C.E.O.
                                                     and Chairman of the Board

                                       8

                                                                    Exhibit 10.2

                             EURONET WORLDWIDE, INC.
                          EMPLOYEE STOCK PURCHASE PLAN

                                    ARTICLE I
                                  INTRODUCTION

     1.01 Purpose. The Euronet Worldwide, Inc. Employee Stock Purchase Plan (the
"Plan") is intended to provide a method whereby employees of Euronet Worldwide,
Inc. (the "Company") and its Eligible Subsidiary Companies (as defined below)
will have an opportunity to acquire a proprietary interest in the Company
through the purchase of shares of the Common Stock of the Company.

     1.02 Rules of Interpretation. It is the intention of the Company to have
the Plan qualify as an "employee stock purchase plan" under Section 423 of the
Internal Revenue Code of 1986, as amended (the "Code"). The provisions of the
Plan shall be construed so as to extend and limit participation in a manner
consistent with the requirements of that section of the Code.

                                   ARTICLE II
                                   DEFINITIONS

     2.01 "Board" shall mean the Board of Directors of the Company.

     2.02 "Compensation" shall mean the gross cash compensation (including,
wage, salary and overtime earnings) paid by the Company or any Eligible
Subsidiary Company to a participant in accordance with the terms of employment,
but excluding all bonus payments, expense allowances and compensation paid in a
form other than cash.

     2.03 "Committee" shall mean the individuals described in Article XI.

     2.04 "Eligible Subsidiary Company" shall mean each Subsidiary Company the
employees of which are entitled to participate in the Plan, as listed or
referred to on Schedule 2.03 hereto.

     2.05 "Employee" shall mean any person employed by the Company or any
Eligible Subsidiary Company, including any full-time, part-time or temporary
employee.

     2.06 "Fair Market Value" shall mean as of any date, the value of Common
Stock of the Company determined as follows:

          (a) If the Common Stock is listed on any established stock exchange or
a national market system, including without limitation the Nasdaq National
Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market
Value shall be the closing sales price for such stock (or the closing bid, if no
sales were reported) as quoted on such exchange or system for the last market

                                        1



trading day on the date of such determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable;

          (b) If the Common Stock is regularly quoted by a recognized securities
dealer but selling prices are not reported, its Fair Market Value shall be the
mean of the closing bid and asked prices for the Common Stock on the date of
such determination, as reported in The Wall Street Journal or such other source
as the Board deems reliable; or

          (c) In the absence of an established market for the Common Stock, the
Fair Market Value thereof shall be determined in good faith by the Board.

     2.07 "Plan Representative" shall mean any person designated from time to
time by the Committee to receive certain notices and take certain other
administrative actions relating to participation in the Plan.

     2.08 "Subsidiary Company" shall mean any present or future corporation
which (i) is or becomes a "Subsidiary Company" of the Company as that term is
defined in Section 424 of the Code and (ii) is designated as a participant in
the Plan by the Committee.

                                   ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

     3.01 Initial Eligibility. Each Employee who shall have completed three
consecutive months of employment with the Company or any corporation or entity
acquired by the Company or any Eligible Subsidiary Company and shall be employed
by the Company or any Eligible Subsidiary Company on the date his or her
participation in the Plan is to become effective shall be eligible to
participate in Offerings (as defined below) under the Plan which commence after
such three-month period has concluded. Persons who are not Employees shall not
be eligible to participate in the Plan.

     3.02 Restrictions on Participation. Notwithstanding any provision of the
Plan to the contrary, no Employee shall be granted an option to purchase shares
of Common Stock under the Plan:

          (a) if, immediately after the grant, such Employee would own stock
and/or hold outstanding options to purchase stock possessing 5% or more of the
total combined voting power or value of all classes of stock of the Company (for
purposes of this paragraph, the rules of Section 424(d) of the Code shall apply
in determining stock ownership of any Employee); or

          (b) which permits such Employee's rights to purchase stock under all
employee stock purchase plans (as that term is defined in Section 423(b) of the
Code) of the Company to accrue at a rate which exceeds $25,000 of fair market
value of the stock (determined at the time such option is granted) for each
calendar year in which such option is outstanding at any time.

     3.03 Commencement of Participation. An eligible Employee may become a
participant by completing an authorization for payroll deductions on the form
provided by the Company and filing the completed form with the Plan
Representative on or before the filing date set therefor by the Committee, which
date shall be prior to the Offering Commencement Date for the next following
Offering (as such

                                        2



terms are defined below), unless a later time for submission of the form is set
by the Committee for all eligible Employees with respect to a given Offering
Period. Payroll deductions for a participant shall commence on the next
following Offering Commencement Date after the Employee's authorization for
payroll deductions becomes effective and shall continue until termination of the
Plan or the participant's earlier termination of participation in the Plan. Each
participant in the Plan shall be deemed to continue participation until
termination of the Plan or such participant's earlier termination of
participation in the Plan pursuant to Article VIII below.

                                   ARTICLE IV
                     STOCK SUBJECT TO THE PLAN AND OFFERINGS

     4.01 Stock Subject to the Plan. Subject to the provisions of Section 12.04
of the Plan, the Board shall reserve initially for issuance under the Plan an
aggregate of five hundred thousand (500,000) shares of the Company's common
stock (the "Common Stock"), which shares shall be authorized but unissued shares
of Common Stock. If, on a given Offering Termination Date, the number of shares
with respect to which options are to be exercised exceeds the number of shares
then available under the Plan, the Committee shall make a pro rata allocation of
the shares remaining available for purchase in as uniform manner as shall be
practicable and as it shall determine to be equitable. The Board may from time
to time reserve additional shares of authorized and unissued Common Stock for
issuance pursuant to the Plan; provided, however, that at no time shall the
number of shares of Common Stock reserved be greater than permitted by
applicable law.

     4.02 Offerings. The Plan shall be implemented by a series of Offerings of
the Company's Common Stock (the "Offerings") of three (3) months duration, with
new Offerings commencing on or about January 1, April 1, July 1 and October 1 of
each year (or at such other dates as the Committee shall determine). The first
day of each Offering shall be deemed the "Offering Commencement Date" and the
last day the "Offering Termination Date" for such Offering. The first Offering
will be for the period commencing July 1, 2001 and ending September 30, 2001.
The Committee shall have the power to change the duration and/or the frequency
of future Offerings without stockholder approval if such change is announced at
least five (5) days prior to the beginning of the first Offering to be affected
and the duration of such Offering does not exceed twenty-seven (27) months. Each
Offering shall be in such form and shall contain such terms and conditions as
the Committee shall deem appropriate, which shall comply with the requirements
of Section 423(b)(5) of the Code that all Employees granted options to purchase
shares of Common Stock under the Plan shall have the same rights and privileges.
The Plan shall continue until terminated in accordance with Section 12.05.

                                    ARTICLE V
                               PAYROLL DEDUCTIONS

     5.01 Amount of Deduction. The form described in Section 3.03 will permit a
participant to elect payroll deductions to occur during each Offering in an
amount determined by the participant, provided that such amount may be limited
in order to comply with the requirements of Section 3.02(b).

                                        3



     5.02 Participant's Account. All payroll deductions made for a participant
shall be credited to an account established for such participant under the Plan.
A participant may not make any separate cash payment into such account.

     5.03 Changes in Payroll Deductions. A participant may reduce or increase
future payroll deductions by filing with the Plan Representative a form provided
by the Company for such purpose. The effective date of any increase or reduction
in future payroll deductions will be the first day of the next pay period
succeeding processing of the change form. A participant's payroll deduction
election shall remain in effect for successive Offerings unless terminated as
provided in Section 8.01.

                                   ARTICLE VI
                               GRANTING OF OPTION

     6.01 Number of Option Shares. On or prior to the Offering Commencement
Date, the Committee shall specify a maximum number of shares of Common Stock
that may be purchased by each participant during the Offering, subject to any
adjustment pursuant to Section 12.04 and the limitations of Section 3.02(b) and
4.01. For the Offering commencing July 1, 2001, the maximum number of shares
which may be purchased by each participant shall not exceed 3000 shares.

     6.02 Offering Price. The option price of Common Stock purchased with
payroll deductions made during any Offering (the "Offering Price") for a
participant therein shall be the lesser of:

          (a) 85% of the Fair Market Value of the shares of Common Stock on the
Offering Commencement Date, or

          (b) 85% of the Fair Market Value of the shares of Common Stock on the
Offering Termination Date.

                                   ARTICLE VII
                               EXERCISE OF OPTION

     7.01 Automatic Exercise. Each Plan participant's option for the purchase of
stock with payroll deductions made during any Offering will be deemed to have
been exercised automatically on the applicable Offering Termination Date for the
purchase of the number of shares of Common Stock which the accumulated payroll
deductions in the participant's account at the time will purchase at the
applicable Offering Price (but not in excess of the number of shares for which
outstanding options have been granted to the participant pursuant to Section
6.01).

     7.02 Withdrawal of Account. No participant in the Plan shall be entitled to
withdraw any amount from the accumulated payroll deductions in his or her
account; provided, however, that a participant's accumulated payroll deductions
shall be refunded to the participant as and to the extent specified in Section
8.01 below upon termination of such participant's participation in the Plan.

     7.03 Fractional Shares. Fractional shares of Common Stock may be issued
under the Plan.

                                       4



     7.04 Exercise of Options. During a participant's lifetime, options held by
such participant shall be exercisable only by such participant.

     7.05 Delivery of Stock. As promptly as practicable after the Offering
Termination Date of each Offering, the Company will deliver to each participant
in such Offering, as appropriate, the shares of Common Stock purchased therein
upon exercise of such participant's option. The Company may deliver such shares
in certificated or book entry form, at the Company's sole election.

     7.06 Stock Transfer Restrictions. The Plan is intended to satisfy the
requirements of Section 423 of the Code. A participant will not obtain the
benefits of this provision if such participant disposes of shares of Common
Stock acquired pursuant to the Plan within two (2) years from the Offering
Commencement Date or within one (1) year from the date such Common Stock is
purchased by the participant, whichever is later.

                                  ARTICLE VIII
                                   WITHDRAWAL

     8.01 In General. A participant may stop participating in the Plan at any
time by giving written notice to the Plan Representative. Upon processing of any
such written notice, no further payroll deductions will be made from the
participant's Compensation during such Offering or thereafter, unless and until
such participant elects to resume participation in the Plan by providing written
notice to the Plan Representative pursuant to Section 3.03 above. Such
participant's payroll deductions accumulated prior to processing of such notice
shall be applied toward purchasing shares of Common Stock in the then-current
Offering as provided in Section 7.01 above. Any cash balance remaining after the
purchase of shares in such Offering shall be refunded promptly to such
participant.

     8.02 Effect on Subsequent Participation. A participant's withdrawal from
any Offering will not have any effect upon such participant's eligibility to
participate in any succeeding Offering or in any similar plan which may
hereafter be adopted by the Company and for which such participant is otherwise
eligible.

     8.03 Termination of Employment. Upon termination of a participant's
employment with the Company or any Eligible Subsidiary Company (as the case may
be) for any reason, including retirement or death, the participant's payroll
deductions accumulated prior to such termination, if any, shall be applied
toward purchasing shares of Common Stock in the then-current Offering, and any
cash balance remaining after the purchase of shares in such Offering shall be
refunded to him or her, or, in the case of his or her death, to the person or
persons entitled thereto under Section 12.01, and his or her participation in
the Plan shall be deemed to be terminated.

                                   ARTICLE IX
                                    INTEREST

     9.01 Payment of Interest. No interest will be paid or allowed on any money
paid into the Plan or credited to the account of or distributed to any
participant Employee.

                                        5



                                    ARTICLE X
                                      STOCK

     10.01 Participant's Interest in Option Stock. No participant will have any
interest in shares of Common Stock covered by any option held by such
participant until such option has been exercised as provided in Section 7.01
above.

     10.02 Registration of Stock. Shares of Common Stock purchased by a
participant under the Plan will be registered in the name of the participant,
or, if the participant so directs by written notice to the Plan Representative
prior to the Offering Termination Date applicable thereto, in the names of the
participant and one such other person as may be designated by the participant,
as joint tenants with rights of survivorship or as tenants by the entireties, to
the extent permitted by applicable law.

     10.03 Restrictions on Exercise. The Committee may, in its discretion,
require as conditions to the exercise of any option that the shares of Common
Stock reserved for issuance upon the exercise of such option shall have been
duly listed, upon official notice of issuance, upon a stock exchange or market,
and that either:

           (a) a registration statement under the Securities Act of 1933, as
amended, with respect to said shares shall be effective, or

           (b) the participant shall have represented at the time of purchase,
in form and substance satisfactory to the Company, that it is his or her
intention to purchase the shares for investment and not for resale or
distribution.

                                   ARTICLE XI
                                 ADMINISTRATION

     11.01 Appointment of Committee. The Board shall appoint a committee (the
"Committee") to administer the Plan, which shall consist solely of no fewer than
three "non-employee directors" (as defined in Rule 16b-3(a)(3) promulgated under
the Securities Act of 1933, as amended).

     11.02 Authority of Committee. Subject to the express provisions of the
Plan, the Committee shall have plenary authority in its discretion to interpret
and construe any and all provision of the Plan, to adopt rules and regulations
for administering the Plan, and to make all other determinations deemed
necessary or advisable for administering the Plan. The Committee's determination
of the foregoing matters shall be conclusive. Without regard to whether any
participant rights may be considered to have been "adversely affected," the
Committee shall be entitled to limit the frequency and/or number of changes in
the amount withheld during an Offering, establish the exchange ratio applicable
to amounts withheld in a currency other than U.S. dollars, permit payroll
withholding in excess of the amount designated by a participant in order to
adjust for delays or mistakes in the Company's processing of properly completed
withholding elections, establish reasonable waiting and adjustment periods
and/or accounting and crediting procedures to ensure that amounts applied toward
the purchase of Common Stock for each participant properly correspond with
amounts withheld from the participant's

                                        6



Compensation, and establish such other limitations or procedures as the
Committee determines in its sole discretion advisable that are consistent with
the Plan.

     11.03 Rules Governing the Administration of the Committee. The Board may
from time to time appoint members of the Committee in substitution for or in
addition to members previously appointed and may fill vacancies, however caused,
in the Committee. The Committee may select one of its members as its chairman,
shall hold its meetings at such times and places as it shall deem advisable, and
may hold telephonic meetings. All determinations of the Committee shall be made
by a majority of its members. A decision or determination reduced to writing and
signed by a majority of the members of the Committee shall be as fully effective
as if it had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary and shall make such rules and regulations for
the conduct of its business as it shall deem advisable.

                                   ARTICLE XII
                                  MISCELLANEOUS

     12.01 Designation of Beneficiary. A participant may file with the Plan
Representative a written designation of a beneficiary who is to receive any
shares of Common Stock and/or cash under the Plan upon the participant's death.
Such designation of beneficiary may be changed by the participant at any time by
written notice to the Plan Representative. Upon the death of a participant and
receipt by the Company of proof of identity and existence at the participant's
death of a beneficiary validly designated by the participant under the Plan, and
subject to Article VIII above concerning withdrawal from the Plan, the Company
shall deliver such shares of Common Stock and/or cash to such beneficiary. In
the event of the death of a participant lacking a beneficiary validly designated
under the Plan who is living at the time of such participant's death, the
Company shall deliver such shares of Common Stock and/or cash to the executor or
administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its discretion, may deliver such shares of Common Stock and/or cash to the
spouse or to any one or more dependents of the participant, in each case without
any further liability of the Company whatsoever under or relating to the Plan.
No beneficiary shall, prior to the death of the participant by whom he or she
has been designated, acquire any interest in the shares of Common Stock and/or
cash credited to the participant under the Plan.

     12.02 Transferability. Neither payroll deductions credited to any
participant's account nor any option or rights with regard to the exercise of an
option or to receive Common Stock under the Plan may be assigned, transferred,
pledged, or otherwise disposed of in any way by the participant other than by
will or the laws of descent and distribution. Any such attempted assignment,
transfer, pledge or other disposition shall be without effect, except that the
Company may, in its discretion, treat such act as an election to withdraw from
participation in the Plan in accordance with Section 8.01.

     12.03 Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose. The Company
shall not be obligated to segregate such payroll deductions.

     12.04 Adjustment Upon Changes in Capitalization.

                                        7



           (a) If, while any options are outstanding under the Plan, the
outstanding shares of Common Stock of the Company have increased, decreased,
changed into, or been exchanged for a different number or kind of shares or
securities of the Company through any reorganization, merger, recapitalization,
reclassification, stock split, reverse stock split or similar transaction,
appropriate and proportionate adjustments may be made by the Committee in the
number and/or kind of shares which are subject to purchase under outstanding
options and in the Offering Price or Prices applicable to such outstanding
options. In addition, in any such event, the number and/or kind of shares which
may be offered in the Offerings described in Article IV hereof shall also be
proportionately adjusted. No such adjustments shall be made for or in respect of
stock dividends. For purposes of this paragraph, any distribution of shares of
Common Stock to shareholders in an amount aggregating 20% or more of the
outstanding shares of Common Stock shall be deemed a stock split, and any
distribution of shares aggregating less than 20% of the outstanding shares of
Common Stock shall be deemed a stock dividend.

           (b) Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all of the property or capital stock of the
Company to another corporation, the holder of each option then outstanding under
the Plan will thereafter be entitled to receive at the next Offering Termination
Date, upon the exercise of such option, for each share as to which such option
shall be exercised, as nearly as reasonably may be determined, the cash,
securities and/or property which a holder of one share of the Common Stock was
entitled to receive upon and at the time of such transaction. The Board shall
take such steps in connection with such transactions as the Board shall deem
necessary to assure that the provisions of this Section 12.04 shall thereafter
be applicable, as nearly as reasonably may be determined, in relation to the
said cash, securities and/or property as to which each such holder of any such
option might hereafter be entitled to receive.

     12.05 Amendment and Termination.

           (a) The Board may at any time and for any reason terminate or amend
the Plan. Except as provided in Section 12.04, no such termination can affect
options previously granted, provided that an Offering may be terminated by the
Board on any Offering Termination Date if the Board determinates that the
termination of the Offering or the Plan is in the best interests of the Company
and its stockholders. Except as provided in Section 12.04 and this Section
12.05, no amendment may make any change in any option theretofore granted that
adversely affects the rights of any participant. To the extent necessary to
comply with Section 423 of the Code (or any other applicable law, regulation or
stock exchange rule), the Company shall obtain shareholder approval in such a
manner and to such a degree as required.

           (b) In the event the Board determines that the ongoing operation of
the Plan may result in unfavorable financial accounting consequences, the Board
may, in its discretion and, to the extent necessary or desirable, modify or
amend the Plan to reduce or eliminate such accounting consequence including, but
not limited to:

               (i)  altering the Offering Price for any Offering, including an
Offering underway at the time of the change in the Offering;

               (ii) shortening any Offering so that Offering ends on a new
Offering Termination Date, including an Offering underway at the time of the
Board action; and

                                        8



               (iii) allocating shares.

     Such modifications or amendments shall not require stockholder approval or
the consent of any participants.

     12.06 Effective Date. The Plan shall become effective as of June 1, 2001,
subject to approval by the holders of a majority of the shares of Common Stock
present and represented at any special or annual meeting of the shareholders of
the Company duly held within 12 months after adoption of the Plan. If the Plan
is not so approved, the Plan shall not become effective.

     12.07 No Employment Rights. The Plan does not, directly or indirectly,
create in any person any right with respect to continuation of employment by the
Company or any Subsidiary Company, and it shall not be deemed to interfere in
any way with the Company's or any Subsidiary Company's right to terminate, or
otherwise modify, any employee's employment at any time.

     12.08 Effect of Plan. The provisions of the Plan shall, in accordance with
its terms, be binding upon, and inure to the benefit of, all successors of each
Employee participating in the Plan, including, without limitation, such
Employee's estate and the executors, administrators or trustees thereof, heirs
and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of such Employee.

     12.09 Governing Law. The law of the State of Delaware will govern all
matters relating to this Plan except to the extent superseded by the federal
laws of the United States.

                                       9



                                Schedule 2.03 to
              Euronet Worldwide, Inc. Employee Stock Purchase Plan


                          Eligible Subsidiary Companies

1     Euronet USA Inc.

                                                                    Exhibit 10.3

                             Euronet Worldwide, Inc.

      Rules and Procedures for Euronet Matching Stock Option Grant Program

The following rules and procedures will apply to the Matching Stock Option Grant
Program (the "Matching Grant Program") established by the Euronet Board of
Directors on September 13, 2002 (the "Adoption Date"). Under the Matching Grant
Program, options to purchase shares in stock in Euronet Worldwide, Inc.
("Euronet" or the "Company") may be granted, at the discretion of the
Compensation Committee, to executive officers or outside directors who own Newly
Acquired Stock, as defined below.

a.   Period of Matching Grant Program

     Grants may be made to participants under the Matching Grant Program for a
     period of 12 months from the Adoption Date.

b.   Newly Acquired Stock

     The Company's option plan administrators shall determine and record the
     number of shares of Company stock held by any potential participant in the
     Matching Grant Program as of January 1, 2002 (the "Baseline Date"). Such
     ownership shall be referred to as "Baseline Ownership." Newly Acquired
     Stock shall mean Company stock acquired by participants after the Baseline
     Date either through exercises of non-reloadable stock options or open
     market purchases, if as a result of such exercise or purchase the
     participant directly owns shares that are either of record in the
     participant's name (or in the name of participant and participant's Spouse
     as joint tenants) or held in a brokerage account in which the participant
     is the named account holder (or is a joint account owner with the
     participant's Spouse). Newly Acquired Stock shall not include stock
     acquired in any other manner including without limitation: (a) Company
     stock acquired through an individual retirement account, through the
     Euronet 401(k), or through some other tax deferred plan or account; (b)
     Company stock acquired through gift or inheritance; and (c) Company stock
     acquired through the Euronet Employee Stock Purchase Plan.

     Management of the Company shall implement procedures to obtain from
     participants in any format Management deems necessary or advisable
     information about changes in the participants' ownership of Company common
     stock.

c.   Option Grant Determinations

     The Committee shall meet periodically as determined by the Committee to
     consider information provided by Management and to determine whether
     matching stock option grants should be made based on Newly Acquired Stock.
     Matching grants may be made using stock available from any of the Company's
     stock option plans, provided that the total number of shares allocable to
     this Program during its entire term shall be limited to 600,000. In making
     grant determinations, the following shall be considered: (a) the
     participant's good standing; (b) pattern of Company stock ownership by the
     participant; (c) deviation of ownership from the Baseline Ownership; (d)
     Company factors including without limitation pooling, investor relations,
     and securities law considerations; (e) the

                                                                               1



     number of shares available or annual option grant limits in the Euronet
     stock option plans; and (f) other factors deemed relevant by Management or
     the Committee. The Committee shall not consider acquisitions or
     dispositions of stock held in or withdrawn from the Euronet 401(k), the
     Euronet Employee Stock Purchase Plan, an individual retirement account, or
     another tax deferred plan or account.

     When the Committee determines to make a grant, the grant shall be, unless
     the Committee otherwise determines from time to time, one option for every
     share of Newly Acquired Stock on which the grant is based.

d.   Terms of Options

     The options granted under this Program would be the subject of a
     Non-Qualified Stock Option Award Agreement executed by the grantee and
     Euronet containing standard terms and conditions, including the following:

     1.   Matching Option grant to optionees who acquire additional shares of
          Euronet stock after January 1, 2002 during this Matching Stock Option
          Grant Program ending September 13, 2003. The number of shares under
          such matching options shall be a 1:1 match of the number of Newly
          Acquired Stock.

     2.   The option exercise price would be the fair market value on the date
          the Option Committee makes the matching grant (the "grant date"). Fair
          market value is the closing trading price of the Company's stock on
          the NASDAQ as of the date of the grant.

     3.   Term -- 10 years from date of grant.

     4.   Vesting - 7-year cliff vest from date of the grant, subject to
          acceleration (a) by a change of control, as determined under the rules
          of the stock option plan under which the options are granted, or (b)
          on the third anniversary date of the grant if optionee holds the Newly
          Acquired Stock that was the basis for the grant of the options. If the
          employee holds only a portion of the Newly Acquired Stock or the third
          anniversary date, options equal to the number of shares of Newly
          Acquired Stock then held will vest. If 7-year cliff vest applies, the
          grantee must exercise within 60 days of vesting, after which the
          option lapses. If accelerated vesting applies under (a) or (b) above,
          the grantee may exercise during balance of 10 year period from grant
          date, subject to earlier lapse as provided in paragraph 10 below. Pro
          rata acceleration of the stock options would apply if less than 100%
          of the Newly Acquired Stock has been retained for three years.

     5.   A reload feature will be included in Matching Option Grants only if
          the fair market value of the stock has increased by 20% or more at the
          time of exercise over the exercise price. If a reload feature is
          granted, the remaining term of the reload grant would be the same as
          the original award.

     6.   Payment of Exercise Price -- Cash or Euronet common stock, as provided
          in the option plan under which the option grant is made.

                                                                               2



     7.   Tax withholding -- delivery of cash or withhold shares from option
          exercise, as provided in the option plan under which the option grant
          is made.

     8.   Non-transferable, except by beneficiary designation approved by the
          Option Committee.

     9.   Option terminates if (a) employment terminated with cause, (b)
          voluntary termination of employment without consent of Euronet that
          options exercisable at date of termination remain exercisable, or (c)
          violation of non-compete, confidentiality agreement.

     10.  If options are exercisable on the date of termination of employment,
          optionee can exercise within three (3) months of (a) voluntary
          termination of employment with consent of Euronet that options remain
          exercisable or (b) termination without cause. If options are
          exercisable at the date of disability or death, (i) optionee can
          exercise within 12 months of disability and (ii) beneficiary or
          personal representative can exercise in the event of optionee's death
          within 12 months of the date of death. If options are exercisable on
          date of retirement, optionee can exercise at any time until the date
          the term of the option expires.

     11.  The terms of the option plan under which the options are granted (as
          determined in the option agreement) would apply except as provided
          otherwise in this description of the Matching Grant Program.

                                                                               3