Net 1 UEPS Technologies, Inc.: Exhibit 10.14 - Filed by newsfilecorp.com






Exhibit 10.14

NET 1 UEPS TECHNOLOGIES, INC. 
STOCK OPTION
AGREEMENT

     Net 1 UEPS Technologies, Inc., a
Florida corporation (the “Company”) has granted to the Employee
named below (the “Employee”), effective as of the Date of Grant
specified below, an option (the “Option”) to
purchase certain shares of common stock, par value $0.001 per share, of the
Company (the “Shares”) upon the terms and conditions set forth in
this Stock Option Agreement (the “Agreement”) and the Amended and
Restated Stock Incentive Plan of Net 1 UEPS Technologies, Inc. (the
“Plan”), the provisions of which are incorporated into the
Agreement. By signing this Agreement, the Employee: (a) acknowledges he/she has
read this Agreement, (b) accepts the Option subject to all of the terms and
conditions of this Agreement, and (c) agrees to accept as binding, conclusive
and final all decisions or interpretations of the Company upon any questions
arising under this Agreement. For purposes of this Agreement, actions and
determinations to be made by the Company may be made by the Board of Directors
of the Company or by such committee or delegate as may be appointed by the Board
of Directors from time to time.


	Name of Employee: 	 
	Date of Grant (the “Grant
      Date”) 	 
	Number of Option Shares: 	 
	Exercise Price: 	US$
      per Share 
	Option Expiration Date: 	Tenth
      anniversary of the Grant Date 



     For clarity, as used in this
Agreement, the term “exercise” means to acquire ownership of Shares which are
the subject of the Option in accordance with the terms of this Agreement. Except
as provided in Section 6 below, the aggregate number of whole Shares for which
this Option may be exercised as of any date is determined by multiplying the
number of Option Shares listed above by the following percentage, and reducing
that result by the number of Shares previously acquired upon exercise of the
Option:


	Exercise Date 	Percentage 
	 	 
	Prior to the first anniversary of the Grant
      Date 	0% 
	 	 
	On or after the first anniversary of the Grant Date and
      prior to the second anniversary of the Grant Date 	33.33% 
	 	 
	On or after the second anniversary of the
      Grant Date and prior to the third anniversary of the Grant Date 	66.66% 
	 	 
	On or after the third anniversary of the Grant Date. 	100.00% 




- 1 -




     The Option shall not become
exercisable for any additional Option Shares after the date the Employee’s
employment or other service with the Company and its affiliates terminates for
any reason.

     1.      DEFINITIONS
AND CONSTRUCTION.

     Unless otherwise defined in this
Agreement, capitalized terms have the meanings ascribed to them in the Plan. The
captions and titles contained in this Agreement are for convenience only and do
not affect the meaning or interpretation of any provision of this Agreement.

     2.     
TAX CONSEQUENCES.

     This Option is intended to be a
nonstatutory stock option and shall not be treated as an incentive stock option
within the meaning of Section 422(b) of the Code. This Option will be subject to
the tax laws of the country or jurisdiction in which the Employee is a tax
resident or is otherwise subject to taxation.

     3.     
EXERCISE OF THE
OPTION.

               3.1      Discretionary
Exercise. The Option shall be exercisable in the discretion of
the Employee prior to termination of the Option in an amount not to exceed the
number of Shares for which the Option is then exercisable less the number of
Shares previously acquired upon exercise of the Option. Exercise of the Option
shall be by means of electronic or written notice (the “Exercise
Notice”) in a form authorized by the Company which states the
Employee’s election to exercise the Option, the number of whole Shares for which
the Option is being exercised and such other representations and agreements as
to the Employee’s investment intent with respect to such Shares as may be
required pursuant to the provisions of this Agreement, the Plan or by applicable
law. Further, each Exercise Notice must be (a) signed or otherwise authenticated
by the Employee in a manner acceptable to the Company, (b) received by the
Company or the Company’s authorized representative, in a manner acceptable to
the Company, prior to the termination of the Option as set forth in Section 5 of
this Agreement, and (c) accompanied by full payment of the aggregate Exercise
Price for the number of Shares being purchased. The Option exercise will be
effective upon receipt by the Company or the Company’s authorized representative
of such electronic or written Exercise Notice and the aggregate Exercise Price.
Notwithstanding the foregoing, if at any time the Company determines that the
delivery of Shares under the Plan or this Agreement is or may be unlawful under
the laws of any applicable jurisdiction, or Federal, state or foreign
(non-United States) securities laws, the right to exercise the Option or receive
Shares pursuant to the Option shall be suspended until the Company determines
that such delivery is lawful

               3.2     
Payment of Exercise Price.

                         (a)      Forms
of Consideration Authorized. Except as otherwise provided below,
payment of the aggregate Exercise Price for the number of Shares for which the
Option is being exercised may be made (i) in cash (US dollars) or cash
equivalent acceptable to the Company (including offset against US dollars, if
any, owed by the Company to the Employee as of the date of exercise), (ii) if
permitted by the Company, by tender to the Company, or attestation to the ownership, of whole Shares owned by the
Employee, including Shares deliverable upon exercise of the Option, (iii) by
means of a Cashless Exercise, as defined in Section 3.2(b) of this Agreement,
(iv) if permitted by the Company and the Employee is not an executive officer or
director of the Company, with a promissory note in such form as the Company may
specify that bears a market rate of interest and is fully recourse, (v) by any
other means acceptable to the Company, or (vi) by any combination of the
foregoing as may be permitted by the Company, in its sole discretion. Shares
tendered in payment of the Exercise Price will be valued at their Fair Market
Value as of the date that the exercise occurs.

- 1 -




                         (b)      Limitations
on Forms of Consideration.

                                   (i)      Tender
of Stock. Notwithstanding the foregoing, the Option may not be exercised by
tender to the Company, or attestation to the ownership, of Shares to the extent
such tender or attestation would violate any law, regulation or agreement
restricting the redemption of the Company’s stock.

                                   (ii)      Cashless
Exercise. A “Cashless Exercise” means the
delivery of a properly executed Exercise Notice together with irrevocable
instructions to a broker in a form acceptable to the Company providing for the
assignment to the Company of the proceeds of a sale or loan with respect to some
or all of the Shares acquired upon the exercise of the Option pursuant to a
program or procedure approved by the Company. The Company reserves the sole and
absolute right to establish, decline, suspend or terminate any such program or
procedure, including with respect to the Employee notwithstanding that such
program or procedures may be available to others.

               3.3      Company-Assisted
Sales of Shares; Grant of Power of Attorney for Sale of Shares. The Employee
acknowledges that he or she has been advised that it may be impracticable for
the Employee on his or her own to sell, or to arrange for a sale through a
broker or otherwise of the Shares acquired upon exercise of the Option.
Therefore, the Company expects to assist the Employee in this regard by
facilitating the sale of Shares obtained through the exercise of the Option,
with the method and timing of such sales to be determined by the Executive
Committee of the Company, although the Company has no obligation to do so.
However, in the event that the Company does attempt to facilitate any such Share
sale, the Company does not represent to the Employee that such sale will be
completed, or if it is completed, that Shares will be sold at any particular
price or require any particular level of brokerage commissions. The Employee
hereby irrevocably constitutes and appoints Dr. Serge C.P. Belamant and Mr.
Herman Gideon Kotze, each with full power and authority to act together or alone
in any matter hereunder and with full power of substitution, the true and lawful
attorneys-in-fact of the Employee (individually an “Attorney” and
collectively the “Attorneys”), with full power and authority in the name
of, for and on behalf of, the Employee with respect to all matters arising in
connection with the sale of the Shares acquired upon the exercise of the Option,
including, but not limited to, the power and authority on behalf of the Employee
to take any and all of the following actions: (i) to sell such Shares (to be
represented by stock option exercise forms executed by the Attorneys) through a
broker, including a transaction in which the broker will act as a principal, at
a purchase price per Share as determined by negotiation between the Company, the
Attorneys and the broker and to complete, execute and deliver a stock power in
relation to the sale of the Shares; (ii) to execute and deliver any document that may be required in connection
with the exercise of the Option and deliver the aggregate Exercise Price and
applicable withholding taxes to the Company on behalf of the Employee; (iii) on
behalf of the Employee, to make representations and warranties and enter into
appropriate agreements to effect the sale of such Shares; (iv) to instruct the
Company’s transfer agent as the Attorneys shall determine on all matters
pertaining to the delivery and custody of certificates for such Shares; (v) to
incur or authorize the incurrence of any necessary or appropriate expense in
connection with the sale of such Shares; (vi) if necessary, to endorse (in blank
or otherwise) on behalf of the Employee the certificate(s) representing such
Shares and a stock power or powers attached to such certificate(s); and (vii) to
sign such other certificates, documents and agreements and take any and all
other actions as the Attorneys may deem necessary or desirable in connection
with the consummation of the transactions contemplated by the power of attorney
granted under this Section 3.3. Each Attorney may act alone in exercising the
rights and powers conferred on the Attorneys.

- 2 -




Each Attorney is hereby empowered to determine in his sole
discretion the time or times when, the purpose for and the manner in which any
power herein conferred upon him shall be exercised, and the conditions,
provisions or covenants of any instrument or document which may be executed by
him pursuant hereto. The power of attorney granted under this Section 3.3 is an
agency coupled with an interest and all authority conferred hereby shall be
irrevocable, and shall not be terminated by any act of the Employee or by
operation of law, whether by the death, disability or incapacity of the Employee
or by the occurrence of any other event or events. It is understood that the
Attorneys assume no responsibility or liability for any aspect of offering or
selling any Shares acquired upon exercise of the Option and shall not be liable
for any error of judgment or for any act done or omitted or for any mistake of
fact or law except for the Attorneys’ own gross negligence, willful misconduct
or bad faith. It is understood that the Attorneys, in acting pursuant to this
power of attorney, are not acting in a fiduciary capacity on behalf of the
Employee and are not required to, nor will they necessarily, obtain the best
available price or the lowest possible fee or commission when negotiating or
otherwise facilitating any sale of Shares pursuant to this power of attorney.
The power of attorney granted under this Section 3.3 shall be binding upon the
Employee and the Employee’s heirs, legal representatives, distributees,
successors and assigns.

               3.4      Tax
and/or Social Insurance Withholding. At the time any
withholding is required by applicable law, or at any time thereafter as
requested by the Company, the Employee hereby authorizes withholding from
payroll and any other amounts payable to the Employee, and otherwise agrees to
make adequate provision for (including by means of a Cashless Exercise to the
extent permitted by the Company), any sums required to satisfy the federal,
state, local and foreign tax and social insurance withholding obligations of the
Company or its affiliate, if any, which arise in connection with the Option. The
Company shall have no obligation to deliver Shares until the tax and social
insurance withholding obligations of the Company or its affiliate have been
satisfied by the Employee. The Company may, in its sole discretion, permit the
Employee to satisfy, in whole or in part, any tax and social insurance
withholding obligation which may arise in connection with the Option either by
electing to have the Company withhold from the Shares to be issued upon exercise
that number of Shares, or by electing to deliver to the Company already-owned
Shares, in either case having a Fair Market Value (as defined below) equal
to the amount necessary to satisfy the statutory minimum withholding amount
due.

- 3 -




For purposes of this Agreement, (i) if the Shares are
registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934,
as amended, and listed for trading on a national exchange or market, “Fair
Market Value” means, as applicable, (a) the closing price on the
relevant date, the average of the high and low sale price on the relevant date
or the average of the closing price over a period of up to thirty consecutive
days immediately prior to or including the relevant date, as determined in the
Company’s discretion, as quoted on the New York Stock Exchange, the American
Stock Exchange, the Nasdaq Global Select Market, or the Nasdaq Global Market;
(b) the last sale price on the relevant date or the average of the last sale
price over a period of up to thirty consecutive days immediately prior to or
including the relevant date, as determined in the Committee’s discretion, as
quoted on the Nasdaq Capital Market; (c) the average of the high bid and low
asked prices on the relevant date quoted on the Nasdaq OTC Bulletin Board
Service or by the National Quotation Bureau, Inc. or a comparable service as
determined in the Company’s discretion; or (d) if the Shares are not quoted by
any of the above, the average of the closing bid and asked prices on the
relevant date furnished by a professional market maker for the Shares, or by
such other source, selected by the Company; provided, however,
that if an average of prices over a period of days is not applicable and no
public trading of the Shares occurs on the relevant date but the Shares are so
listed, then Fair Market Value shall be determined as of the earliest preceding
date on which trading of the Shares does occur; and (ii) if the Shares on the
relevant date are not listed for trading on a national exchange or market, then
Fair Market Value shall be the value established by the Company in good
faith.

               3.5      Certificate
Registration. Physical possession or custody of such stock
certificates shall be retained by the Company until such time as the shares are
transferable without restriction and, thereafter, the Company shall either issue
and deliver to the Employee one or more certificates in the name of the Employee
for that number of Shares purchased by the Employee or provide for
uncertificated, book entry issuance of those Shares.

               3.6      Restrictions
on Issuance of Shares. The issuance of Shares upon exercise
are subject to compliance with all applicable requirements of U.S. federal,
state, local or foreign law with respect to such securities. The Option may not
be exercised if the issuance of Shares upon exercise would violate any
applicable laws or regulations, or any requirement of any stock exchange or
market system upon which the Shares may then be listed. In addition, the Option
may not be exercised unless (i) a registration statement under the Securities
Act of 1933 (the “Securities Act”) shall at the time
of exercise of the Option be in effect with respect to the Shares issuable upon
exercise of the Option or (ii) in the opinion of legal counsel to the Company,
the Shares issuable upon exercise of the Option may be issued in accordance with
the terms of an applicable exemption from the registration requirements of the
Securities Act. THE EMPLOYEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED
UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE EMPLOYEE MAY NOT
BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS THEN
EXERCISABLE.

- 4 -




The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company’s legal counsel
to be necessary to the lawful issuance and sale of any Shares subject to the
Option shall relieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority shall not have
been obtained. As a condition to the exercise of the Option, the Company may
require the Employee to satisfy any qualifications that may be necessary or
appropriate, to evidence compliance with any applicable law or regulation and to
make any representation or warranty with respect thereto as may be requested by
the Company.

               3.7     
Fractional Shares. The Company shall not be required to
issue fractional shares upon the exercise of the Option.

     4.      NONTRANSFERABILITY
OF THE OPTION.

     During the lifetime of the
Employee, the Option shall be exercisable only by the Employee or the Employee’s
guardian, legal representative or attorney-in-fact. The Option shall not be
subject in any manner to anticipation, alienation, sale, exchange, transfer,
assignment, pledge, encumbrance, or garnishment by creditors of the Employee or
the Employee’s beneficiary, except transfer by will or by the laws of descent
and distribution. Following the death of the Employee, to the extent provided in
Section 6 of this Agreement, the Option may be exercised by the Employee’s legal
representative or by any person empowered to do so under the deceased Employee’s
will or under the then-applicable laws of descent and distribution.

     5.      TERMINATION
OF THE OPTION.

     The Option shall terminate and
may no longer be exercised after the first to occur of (a) the close of business
at the Company’s principal executive office on the Option Expiration Date, (b)
the date specified in Section 6 of this Agreement in the event of the
termination of the Employee’s employment or other service with the Company (such
employment or other service with the Company referred to hereafter as
“Service”), or (c) the occurrence of an event described in Section
9.2 of this Agreement to the extent determined by the Company.

     6.      EFFECT
OF TERMINATION OF
SERVICE.

               6.1     
Option Exercisability. The Option shall terminate immediately upon the
Employee’s termination of Service with the Company and its affiliates to the
extent that it is not exercisable on the date such Service terminates. To the
extent the Option is exercisable on the date such Service terminates, whether or
not such portion of the Option shall continue to be exercisable after such
termination shall be determined in accordance with the remaining provisions of
this Section 6.

                         (a)     
Disability. If the Employee’s Service terminates because of
the Employee’s Disability (as defined below), (i) the portion of the Option that
is not then exercisable shall terminate immediately, and (ii) the portion of the
Option that is then exercisable shall remain exercisable during the six-month
period following such termination of Service, but in no event beyond the
Expiration Date of the Option. Unless sooner terminated, any remaining
unexercised portion of the Option shall terminate upon the expiration of such
six-month period For purposes of this Agreement, “Disability” means the
inability of the Employee to perform in all material respects the Employee’s duties and
responsibilities to the Company, or any affiliate of the Company, by reason of a
physical or mental disability or infirmity which inability is reasonably
expected to be permanent and has continued (i) for a period of six consecutive
months or (ii) such shorter period as the Company may reasonably determine in
good faith. The Disability determination shall be in the sole discretion of the
Company and the Employee (or the Employee’s representative) shall furnish the
Company with medical evidence documenting the Employee’s disability or infirmity
which is satisfactory to the Company.

- 5 -




                         (b)     
Death. If the Employee’s Service terminates because of the
death of the Employee, (i) the portion of the Option that is not then
exercisable shall terminate immediately, and (ii) the portion of the Option that
is then exercisable shall remain exercisable, by the Employee’s legal
representative or other person who acquired the right to exercise the Option by
reason of the Employee’s death, during the six-month period following such
termination of Service, but in no event beyond the Expiration Date of the
Option. Unless sooner terminated, any remaining unexercised portion of the
Option shall terminate upon the expiration of such six-month period.

                         (c)      No-Fault
Termination. If the Employee’s Service terminates because of a No-Fault
Termination, (i) the portion of the Option that is not then exercisable shall
terminate immediately, and (ii) the portion of the Option that is then
exercisable shall remain exercisable during the 30-day period following such
termination of Service, but in no event beyond the Expiration Date of the
Option. Unless sooner terminated, any remaining unexercised portion of the
Option shall terminate upon the expiration of such 30-day period.
“No-Fault Termination” means the termination of the Employee’s
Service for any reason (other than Disability or death) based on (i) the
constructive dismissal of the Employee; (ii) the early or compulsory retirement
of the Employee in terms of the rules of any relevant Company or affiliate
retirement fund; (iii) the operational requirements of the Company or its
affiliate or (iv) termination by mutual agreement. No-Fault Termination shall
not include any voluntary termination of Service by the Employee other than for
the reasons described in clauses (i) through (iv) of the preceding sentence or
any termination of the Employee’s Service due to the Employee’s misconduct or
other misdemeanor.

               6.2      Other
Termination of Service. If the Employee’s Service terminates for any reason,
except Disability, death, or No-Fault Termination, the Option shall terminate on
the date the Employee’s Service terminates.

     7.      RIGHTS
AS A STOCKHOLDER,
DIRECTOR, EMPLOYEE OR
CONSULTANT.

     The Employee shall have no rights
as a stockholder with respect to any Shares covered by the Option until the date
of the issuance of the Shares for which the Option has been exercised (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). No adjustment shall be made for
dividends, distributions or other rights for which the record date is prior to
the date the Shares are issued. The Employee understands and acknowledges that,
except as otherwise provided in a separate, written employment agreement between
the Company or an affiliate and the Employee, the Employee’s employment is “at
will” and is for no specified term. Nothing in this Agreement or the Plan shall
confer upon the Employee any right to continue in the Service of the Company or
an affiliate or interfere in any way with any right of the Company or an
affiliate to terminate the Employee’s service as a director, an employee or
consultant, as the case may be, at any time.

- 6 -




     8.     
LEGENDS.

     The Company may at any time place
legends referencing any restrictions on transfer and any applicable U.S.
federal, state, or foreign securities law restrictions on all certificates
representing Shares subject to the provisions of this Agreement. The Employee
shall, at the request of the Company, promptly present to the Company any and
all certificates representing Shares acquired pursuant to the Option in the
possession of the Employee in order to carry out the provisions of this
Section.

     9.      ADJUSTMENTS
FOR CORPORATE
TRANSACTIONS AND OTHER
EVENTS.

               9.1      Stock
Dividend, Stock Split and Reverse Stock Split. In the event of a stock
dividend of, or stock split or reverse stock split affecting, the common stock
of the Company, the number of shares covered by and the exercise price and other
terms of the Option, shall, without further action of the Board of Directors of
the Company, be adjusted to reflect such event. The Company shall make
appropriate adjustments, in its discretion, to address the treatment of
fractional shares and fractional cents that arise with respect to adjustment of
the Option as a result of the stock dividend, stock split or reverse stock
split.

               9.2     
Significant Corporate Transaction. In the event of a significant
corporate transaction such as a sale of voting stock, merger, sale of
substantial assets, or other similar corporate event involving the Company, the
Company may, but shall not be obligated to, (A) cancel the Option for fair value
(as determined in the sole discretion of the Company) which may, but need not
be, equal to the excess, if any, of the value of the consideration to be paid in
such corporate transaction to holders of the same number of Shares subject to
the unexercised Option (or, if no consideration is paid in any such transaction,
the Fair Market Value of the Shares subject to such Option) over the aggregate
exercise price of the Option or (B) provide for the issuance of substitute
options that will substantially preserve the otherwise applicable terms of the
Option as determined by the Company in its sole discretion or (C) provide that
for a period of at least 15 days prior to the consummation of such corporate
transaction, the Option shall be exercisable as to all shares subject thereto
and that upon the consummation of such corporate transaction, the Option shall
terminate and be of no further force and effect. The Company may treat the
portion of the Option that is exercisable as of the date of the corporate
transaction differently than the unexercisable portion and, in this regard, may
cause the unexercisable portion of the Option to be canceled without
consideration as of or immediately before the effective time of the transaction
in its sole discretion.

               9.3     
Unusual or Nonrecurring Events. The Company is authorized to make, in its
discretion and without the Employee’s consent, adjustments in the terms and
conditions of the Option in recognition of unusual or nonrecurring events
affecting the Company, or the financial statements of the Company or any
affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Company determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under this Agreement.

- 7 -




     10.      MISCELLANEOUS
PROVISIONS.

               10.1      Reservation
of Shares. The Company will reserve and set apart and have at all times,
free from preemptive rights, a number of authorized but unissued Shares
deliverable upon the exercise of this Option sufficient to enable it at any time
to fulfill all its obligations hereunder.

               10.2     
Further Instruments. The parties hereto agree to execute such further
instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.

               10.3      Binding
Effect; Parties; Entire Agreement. Subject to the restrictions on transfer
set forth herein, this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators,
successors and assigns. This Agreement is between the Employee and the Company.
This Agreement shall constitute the entire understanding and agreement of the
Employee and the Company with respect to the subject matter contained in this
Agreement and supersedes any prior agreements, understandings, restrictions,
representations, or warranties among the Employee and the Company with respect
to such subject matter. To the extent contemplated in this Agreement, the
provisions of this Agreement shall survive any exercise of the Option and shall
remain in full force and effect.

               10.4      Termination
or Amendment. The Company may terminate, amend or suspend the Option at any
time; provided, however, that except as provided in Section 9 of this Agreement,
no such termination or amendment may adversely affect the Option or any
unexercised portion of the Option without the consent of the Employee unless
such termination or amendment is necessary to comply with any applicable law or
government regulation. No amendment or addition to this Agreement shall be
effective unless in writing.

               10.5     
Delivery of Documents and Notices. Any notice required or permitted under
this Agreement shall be given in writing and shall be deemed effectively given
(except to the extent that this Agreement provides for effectiveness only upon
actual receipt of such notice) upon personal delivery, upon electronic delivery
at the e-mail address, if any, provided for the Employee by the Company, or,
upon deposit with an internationally recognized overnight courier service with
postage and fees prepaid, addressed to the other party at the address of such
party set forth in this Agreement or at such other address as such party may
designate in writing from time to time to the other party. 

                         (a)      Description
of Electronic Delivery. The Agreement, the Plan and any reports of the
Company provided generally to the Company’s stockholders may be delivered to the
Employee electronically. In addition, if permitted by the Company, the Employee
may deliver electronically the Exercise Notice called for by Section 3 of this
Agreement to the Company or to such third party as the Company may designate
from time to time. Such means of electronic delivery may include but do not
necessarily include the delivery of a link to a Company intranet or the internet
site of a third party involved in administering the Agreement, the delivery of
the document via e-mail or such other means of electronic delivery specified by
the Company.

- 8 -




                         (b)     
Consent to Electronic Delivery. The Employee consents to
the electronic delivery of this Agreement and any reports of the Company
provided generally to the Company’s stockholders and, if permitted by the
Company, the electronic delivery of the Exercise Notice. The Employee
acknowledges that he or she may receive from the Company a paper copy of any
documents delivered electronically at no cost to the Employee by contacting the
Company by telephone or in writing. The Employee further acknowledges that the
Employee will be provided with a paper copy of any documents if the attempted
electronic delivery of such documents fails. Similarly, the Employee understands
that the Employee must provide the Company or any designated third party
administrator with a paper copy of any documents if the attempted electronic
delivery of such documents fails. The Employee may revoke his or her consent to
the electronic delivery of documents or may change the electronic mail address
to which such documents are to be delivered (if Employee has provided an
electronic mail address) at any time by notifying the Company of such revoked
consent or revised e-mail address by telephone, postal service or electronic
mail. Finally, the Employee understands that he or she is not required to
consent to electronic delivery of documents.

               10.6     
Applicable Law. This Agreement shall be governed by the laws of the State
of Florida as such laws are applied to agreements between Florida residents
entered into and to be performed entirely within the State of Florida.

               10.7     
Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

- 9 -




               10.8     
No Future Entitlement. By execution of this Agreement, the Employee
acknowledges and agrees that: (i) the grant of an Option is a one-time benefit
which does not create any contractual or other right to receive future grants of
Options, or compensation in lieu of Options; (ii) all determinations with
respect to any such future grants, including, but not limited to, the times when
Options shall be granted, the maximum number of Shares subject to each Option
and the Exercise Price, will be at the sole discretion of the Company; (iii) the
value of the Option is outside the scope of the Employee’s employment contract;
(iv) the value of the Option is not part of normal or expected compensation for
purposes of calculating any severance, resignation, redundancy, end of service
payments, bonuses, long-service awards, pension or retirement benefits or
similar payments; (v) the vesting of the Option ceases upon termination of
Service with the Company or transfer of employment from the Company, or other
cessation of eligibility for any reason, except as may otherwise be explicitly
provided in this Agreement; (vi) if the underlying stock does not increase in
value, this Option will have no value, nor does the Company guarantee any future
value; and (vii) no claim or entitlement to compensation or damages arises if
the Option does not increase in value and the Employee irrevocably releases the
Company from any such claim that does arise. Neither this Agreement nor any
provision thereunder shall be construed so as to grant the Employee any right to
remain in the Service of the Company.

               10.9     
Personal Data. For the exclusive purpose of implementing, administering
and managing the Option, the Employee by execution of this Agreement, consents
to the collection, receipt, use, retention and transfer, in electronic or other
form, of his or her personal data by and among the Company and its third party
vendors. The Employee understands that personal data (including but not limited
to, name, home address, telephone number, employee number, employment status,
social security number, tax identification number, job and payroll location,
data for tax withholding purposes and Shares awarded, cancelled, exercised,
vested and unvested) may be transferred to third parties assisting in the
implementation, administration and management of the Option and the Employee
expressly authorizes such transfer as well as the retention, use, and the
subsequent transfer of the data by the recipient(s). The Employee understands
that these recipients may be located in the Employee’s country or elsewhere, and
that the recipient’s country may have different data privacy laws and
protections than the Employee’s country. The Employee understands that data will
be held only as long as is necessary to implement, administer and manage the
Option. The Employee understands that he or she may, at any time, request a list
with the names and addresses of any potential recipients of the personal data,
view data, request additional information about the storage and processing of
data, require any necessary amendments to data or refuse or withdraw the
consents herein, in any case without cost, by contacting in writing the
Company’s legal department representative. The Employee understands, however,
that refusing or withdrawing his or her consent may affect his or her ability to
accept an Option.

- 10 -




               10.10      The
Company’s Rights. The existence of the Option shall not affect in any way
the right or power of the Company or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or other stocks with
preference ahead of or convertible into, or otherwise affecting the Shares or
the rights thereof, or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of the Company's assets or business, or any
other corporate act or proceeding, whether of a similar character or
otherwise.

               10.11      Conformity
with Plan. This Agreement is intended to conform in all respects with, and
is subject to all applicable provisions of, the Plan. Inconsistencies between
this Agreement and the Plan shall be resolved in accordance with the terms of
the Plan. In the event of any ambiguity in this Agreement or any matters as to
which this Agreement is silent, the Plan shall govern. A copy of the Plan is
available upon request to the Company.

	NET 1 UEPS TECHNOLOGIES, INC. 	 	EMPLOYEE 
	  	  	 	  
	By: 	 
    	 	 
    
	  	  	 	Signature 
	Its: 	 
    	 	 
    
	  	  	 	Date 
	Address: 	President Place 	 	 
    
	  	4th Floor 	 	Address 
	  	Johannesburg 2196 	 	 
    
	  	South Africa 	 	  


- 11 -





	               
                         
                         
                         
                         
                         
                         
         Employee: _____________________
	Nonstatutory Stock Option 
	               
                         
                         
                         
                         
                         
                         
                         
         Date: ___________________


STOCK OPTION EXERCISE NOTICE

	Net 1 UEPS Technologies, Inc. 
	Attention: Chief Financial Officer 
	President Place 
	4th Floor 
	Johannesburg 2196 
	South Africa 


Ladies and Gentlemen:

     1. Option. I
was granted an option (the “Option”) to purchase
shares of the common stock (the “Shares”) of Net 1
UEPS Technologies, Inc. (the “Company”) pursuant to
my Stock Option Agreement (the “Agreement”) as
follows:


	Date of Grant: 	 
    
	 	 
	Number of Option Shares: 	 
    
	 	 
	Exercise Price per Share: 	US$
  



     2. Exercise of
Option. I hereby elect to exercise the Option to purchase the
following number of Shares in accordance with the Agreement:


	Total Shares Purchased: 	  
	 	 
	Total Exercise Price (Total Shares X Price per Share) 	US$ 



     3. Payments.
I enclose payment in full of the total exercise price for the Shares in the
following form(s), as authorized by my Agreement:


	[ ] Cash: 	 US$ 
	 	 
	[ ] Check: 	 US$ 
	 	 
	[ ] Tender of Company Stock: 	Contact Company 
	 	 
	[ ] Promissory Note: 	Contact Company 



- 1 -




     4. Tax and Social Insurance
Withholding. I authorize payroll withholding and otherwise will
make adequate provision for the federal, state, local and foreign tax and social
insurance withholding obligations, if any, of the Company or its affiliate in
connection with the Option. I enclose payment in full of my withholding taxes,
if any, as follows:

(Contact Company for amount of tax due.)


	[ ] Cash: 	US$ 
	 	 
	[ ] Check: 	US$ 



5. Employee Information.


	My address is: 	 
	 	 
	 	 
	 	 
	My Tax Identification Number is: 	 



     6. Binding
Effect. I agree that the Shares are being acquired in accordance
with and subject to the terms, provisions and conditions of the Agreement, to
all of which I hereby expressly assent. This Agreement shall inure to the
benefit of and be binding upon my heirs, executors, administrators, successors
and assigns.

     I understand that I am purchasing
the Shares pursuant to the terms of my Agreement, a copy of which I have
received and carefully read and understand.

	 	Very truly yours, 
	 	 
	 	 
	 	(Signature) 



	Receipt of the above is hereby
      acknowledged. 	 
	 	 
	NET 1 UEPS TECHNOLOGIES, INC. 	 
	 	 	 
	By: 	 	 
	 	 	 
	Title: 	 	 
	 	 	 
	Dated: 	 	 


- 2 -