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                                                                     EXHIBIT 4.1

                                  CERTIFICATE

      BEARER CERTIFICATE ISSUED BY EURONET WORLDWIDE INC, KANSAS CITY, USA.
                                      and
                      DELTA EURONET GMBH, BERLIN, GERMANY

                           dated November 19/20, 2003

Linklaters Oppwnhoff & Radler

RankestraBe 21
10789 Berlin
Postfach 30 18 50
10746 Berlin

Telefon (4930) 2 14 960
Telefax (4930) 2 14 96100

Zeichen L04507131001

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Certificate

     This certificate (the "Certificate ") has been issued as consideration in
     connection with the agreement for the sale and transfer of the entire
     issued capital of transact Elektronische Zahlungssysteme GmbH, Munich, (the
     "Company") between Mr. Bernd Artinger (the "Seller I") and Mr. Jurgen Platt
     (the "Seller II"). The Seller I, the Seller II and all their respective
     legal successors shall hereinafter together be referred as the "Sellers"
     and Delta Euronet GmbH ("Euronet GmbH") and Euronet Worldwide, Inc.
     ("Euronet"); Euronet GmbH and Euronet together the "Issuers" notarized on
     the day hereof (the "SPA") by Dr. Stefan Langner acting as representative
     of the Notary Dr. Felix Enneking, Berlin, to the Role of deeds No. 318/2003
     of Dr. Felix Enneking, Berlin, Germany. Dr. Felix Enneking or his notary
     representative Dr. Stefan Langner, or any other of his notary
     representatives shall hereinafter be referred as the "Notary". The Sellers
     and Issuers recorded on this day to Role of deed No 317/2003 a deed of
     reference (Bezugsurkunde) ("Deed of Reference"), the original of which is
     known to the Issuers and is hereby referred to pursuant to Sect. 13a of the
     Notarization Act (Beurkundungsgesetz). The Issuers renounce to have this
     deed read out by the Notary and attached to this deed. They irrevocably
     instruct the Notary to hand out a certified copy of the Deed of Reference
     to each Bearer who presents the executed copy (Ausfertigung) of this
     Certificate to the Notary.

     The Issuers are obliged to make to the holder (Inhaber) (the "Bearer") of
     this Certificate a cash payment and subject to the decision of the Issuers
     a share payment based on the terms and conditions set out in this
     Certificate.

1    Form/Bearer

     This Certificate is being issued in Bearer form. The Bearer's claim under
     this Certificate is represented by this Certificate, constituting a Bearer
     bond (Schuldverschreibung) in definitive form. The Bearer of this
     Certificate may not request another form of representation thereof.

     The term "Bearer" refers to (i) the initial owner of this Certificate
     (Erstglaubiger) (the "Initial Bearer") and (ii) any person that
     subsequently acquires ownership in this Certificate, if any (the
     "Subsequent Bearer"). In case of a transfer of ownership in this
     Certificate, the Issuers, the Expert (as defined in Section 4.1.4(ii)) or
     the Notary shall be entitled, in the absence of a Bearer Notice (as defined
     in Section 10) to make any statements or, if applicable, payments to the
     Initial Bearer of this Certificate or a Subsequent Bearer that made a
     Bearer's Notice, who will be entitled to receive such statements or
     payments on behalf of any (further) Subsequent Bearer who has not made a
     Bearer's Notice.

2    EBITDA

     This Certificate grants the Bearer a payment claim. The amount of such
     claim depends on the EBITDA (as defined herein) of the Company during the
     reference periods set out in this Certificate. The EBITDA (as defined
     herein) may be influenced as a result of certain developments associated
     with the service agreement being enclosed in the Deed of Reference (the
     "Special Customers Agreement") and possible future decisions of the other
     party of the Special Customers Agreement (the "Special Customers").

                                       2

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2.1  EBITDA Q3/2003

     EBITDA Q3/2003 shall be Euro 916,666.66 (nine hundred sixteen thousand six
     hundred sixty six Euro and sixty six Eurocent). This figure is fixed and is
     not subject to any adjustements. However, such figure shall not be binding
     on the Expert as Auditor of the Interim Accounts of the Company according
     to the SPA.

2.2  EBITDA Q3/2004

     EBITDA Q3/2004 shall be the EBITDA of the Company in Euro for the 3rd
     quarter, 2004 (July 1, 2004 to September 30, 2004) (the "Q3/2004"),
     calculated on the basis of a profit and loss statement for the Company
     covering Q3/2004 (the "Q3/2004 Accounts") pursuant to Sections 2.3 and 2.4.

2.3  Principles for the Calculation of EBITDA Q3 / 2004 The Q3/2004 Accounts
     shall be prepared and EBITDA Q3/2004 shall be calculated in accordance with
     German GAAP (subject to the adjustments set forth in Section 2.4), and, in
     particular, in compliance with the rule of accounting and valuation
     consistency (Bilanzkontinuitat) in order to provide a true and fair view of
     the profit situation of the Company in Q3/2004. The Company's EBITDA (the
     "EBITDA") shall be composed of the following items of the profit and loss
     statement of the Company pursuant to Section 275 German Commercial Code
     (Handelsgesetzbuch - "HGB"):

     2.3.1 The results from ordinary business operations (Ergebnis der
          gewohnlichen Geschaftstatigkeit) pursuant to Section 275 Para. 2 No.
          14 HGB,

     2.3.2 plus extraordinary income (auBerordentliche Ertrage) pursuant to
          Section 275 Para. 2 No. 15 HGB,

     2.3.3 minus extraordinary expenses (auBerordentliche Aufwendungen)
          pursuant to Section 275 Para. 2 No. 16 HGB,

     2.3.4 minus interest and similar income (Zinsen und ahnliche Ertrage)
          pursuant to Section 275 Para. 2 No. 11 HGB,

     2.3.5 plus interest and similar expenses (Zinsen und ahnliche Aufwendungen)
          pursuant to Section 275 Para. 2 No. 13 HGB, and

     2.3.6 plus depreciation and amortization (Abschreibungen) pursuant to
          Section 275 Para. 2 No. 7 HGB.

2.4  Exceptional Adjustments to EBITDA Q3/2004

     EBITDA Q3/2004 as defined and calculated pursuant to Sections 2.2 and 2.3
     shall be adjusted as follows:

     2.4.1 Adjustments for Extraordinary Income / Expenses

          Any (i) extraordinary income pursuant to Section 275 Para. 2 No. 15
          HGB and (ii) extraordinary expenses pursuant to Section 275 Para. 2
          No. 16 HGB will not be taken into account, unless (A) the amount
          thereof remains within the usual range for any such item(s) in the
          past, or (B) they are included as an item in the business plan
          attached hereto as Appendix 2.4.1 (the "Business Plan").

     2.4.2 Adjustments for Certain Agreements

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          (i)  In the event any agreements are entered into or modified in a
               fashion that adjusts commission or other compensation rates to an
               extent greater than 20% of current rates, EBITDA Q3/2004 will be
               adjusted to disregard the impact of the change in commission or
               compensation rates exceeding 20%, except for those adjustments
               related to the Special Customers Agreements pursuant to Sections
               2.4.8 and 2.5.

          (ii) In addition, the recognition of revenues from terminal or
               hardware sales in the Q3/2004 Accounts other than those mentioned
               under Section 2.4.2(iii) and 2.4.3 shall be limited to an amount
               equal to 15% more than that included in the Business Plan.

          (iii) Further, any revenues by the Company generated from the sale of
               terminals to competitors of Euronet as reflected in Appendix
               2.4.2(iii) shall be eliminated in the Q3/2004 Accounts for
               purposes of calculating EBITDA Q3/2004, (a) unless the revenues
               are based on relationships of the Company existing at Signing, or
               (b) unless Euronet or Euronet GmbH consented in writing to such
               terminal sales or by way of shareholders resolution.

          Any adjustment of the EBITDA Q3/2004 pursuant to Sections 2.4.2(ii)
          and 2.4.2(iii) shall be made in such way that the EBITDA Q3/2004 shall
          be calculated on the assumption that the respective terminal sales
          have not taken place, thus not only the revenues shall be eliminated
          but also any costs and expenses related to such terminal sales.

     2.4.3 Adjustments for Intercompany Transactions

          EBITDA Q3/2004 solely generated from terminal sales to Euronet or
          companies affiliated to Euronet in the meaning of Section 15 et seq.
          German Act on Stock Corporations (Aktiengesetz - "AktG") (the
          "Affiliated Company") shall be divided by the Multiple as defined in
          Section 3.

     2.4.4 Adjustments for certain Business Decisions of Buyer

          Any negative impact on the EBITDA which occurs due to a decision or a
          measure from Euronet or Euronet GmbH and is imposed on the Company and
          not provided for in the Business Plan (such as, but not limited to,
          costs and expenses related to internal controls, regular auditing on a
          quarterly basis, finance director, IT Systems, financial push down
          allocations etc.) will be eliminated in the calculation of EBITDA as
          if such decision or measure would not have occurred. Only for the
          EBITDA Q3/2004 but not for other EBITDA calculations under this
          Certificate a lump sum of Euro 15,000.00 (fifteen thousand) will be
          deducted from EBITDA for such measures.

     2.4.5 Adjustments due to Competition

          Any negative impact on the EBITDA of the Company which is based on a
          competition by Euronet, or its affiliated companies in the meaning of
          Section 15 AktG, to the Business Operations of the Company in Germany
          or in countries other than Poland listed in the Business Plan shall be
          eliminated in the Q3/2004 Accounts for the purpose of calculating
          EBITDA Q3/2004.

     2.4.6 Adjustments for changes in Accounting Policies

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          Any change in accounting policies applied by PricewaterhouseCoopers
          GmbH Wirtschaftsprufungsgesellschaft, Frankfurt am Main, branch
          Munich, (the "Auditor" or the "Expert") in connection with preparing
          the "Audited Interim Accounts" (the balance sheet, including an asset
          ledger (Anlagespiegel) in the form stipulated by Section 268 Para. 2
          HGB, and the profit and loss statement for the Company covering the
          first ten months of the financial year 2003 of the Company ending on
          October 31, 2003 as audited by the Auditor) that has a negative impact
          on the EBITDA shall be eliminated in the Q3/2004 Accounts for the
          purpose of calculating EBITDA Q3/2004. This provision shall not be
          deemed to cover any change in accounting policies required in order to
          bring the Company into compliance with German GAAP.

     2.4.7 Adjustments for unusual Reduction of Expenses or unusual Increase of
          Income

          Any (i) unusual shifting of expenses to other quarters than the third
          quarter of 2004 or of income to the third quarter 2004 or (ii) unusual
          reduction of expenses or unusual increase of income and (iii)
          sacrificing long-term growth of the Company for an increase of the
          short term results in Q3/2004 shall be adjusted to a usual expense or
          income or eliminated in the Q3/2004 Accounts for the purpose of
          calculating EBITDA Q3/2004.

     2.4.8 Adjustments related to the Special Customers Agreement

          If at any time before September 30, 2004 the Special Customers
          Agreement is extended or replaced with a new agreement for a minimum
          fixed term of up to December 31, 2006 (the "Extended Special Customers
          Agreement"), EBITDA Q3/2004 shall be calculated on the assumption that
          the terms and conditions of the Extended Special Customers Agreement
          had been in effect for the entire Q3/2004.

     2.4.9 Adjustments related to Certain Costs and Expenses

          Costs and expenses of the Company in connection with the entering into
          and the implementation of the SPA, including but not limited to costs
          for the advisory boards or notarial fees, if any, shall be eliminated
          in the Q3/2004 Accounts for the purpose of calculating EBITDA Q3/2004.

2.5  Reduced EBITDA Q3/2004

     If Section 2.4.8 does not apply, EBITDA Q3/2004 may be reduced as set out
     in this Section 2.5 as a result of certain developments associated with the
     Special Customers Agreement and possible future decisions of the Special
     Customers. The EBITDA Q3/2004 so reduced shall hereinafter be referred to
     as the "Reduced EBITDA Q3/2004".

     2.5.1 Reduction Scenario (1): In case of a notice by the Special Customers
          on or before September 30, 2004 to the Company to terminate the
          Special Customers Agreement, the EBITDA Q3/2004 shall be reduced by
          the EBITDA which is generated through the Special Customers in Q3/2004
          and for the determination of which Sections 2.3 and 2.4 shall apply
          mutatis mutandis (the "Special Customers EBITDA Q3/2004").

     2.5.2 Reduction Scenario (2): In all other cases than those described in
          Section 2.4.8 and Section 2.5.1 the EBITDA Q3/2004 shall be subject to
          the following adjustments:

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          (i)  The Special Customers EBITDA Q3/2004 divided by the EBITDA
               Q3/2004 (for the avoidance of doubt, including Special Customers
               EBITDA Q3/2004) of the Company shall be the "Concentration
               Factor".

          (ii) If the Concentration Factor is

               (a)  greater than 0 but below or equal 0.35, the EBITDA Q3/2004
                    shall not be reduced,

               (b)  greater than 0.35 but below or equal 0.5, the EBITDA Q3/2004
                    shall be reduced by 25% (twenty five percent)

               (c)  greater than 0.50 but below or equal 0.55, the EBITDA
                    Q3/2004 shall be reduced by 35% (thirty five percent),

               (d)  greater than 0.55 but below or equal 1, the EBITDA Q3/2004
                    shall be reduced by 50% (fifty percent).

3    Certificate Claims

     The claims defined in Sections 3.2, 3.3 and 3.4 are collectively referred
     to as "Certificate Claims".

3.1  For the purpose of this Certificate
     (i)  the Multiple shall be 4 (four) (the "Multiple").

     (ii) Euronet Share shall mean fully tradable common shares of Euronet with
          a par value of US$ 0.02 per share listed at the NASDAQ National Market
          (each the "Euronet Share")

     (iii) the Agreed Stock Price shall be US$ 10 (the "Agreed Stock Price"),

     (iv) the Average Stock Price (the "Average Stock Price") shall be

               (a)  the average stock price of one Euronet Share listed on the
                    NASDAQ National Market at the end of a Trading Day in the
                    period between September 1, 2004 and December 10, 2004, or,

               (b)  in case Euronet Shares cease to be listed at NASDAQ National
                    Market or any other nationally recognized stock exchange in
                    the US (the "Delisting") prior to December 10, 2004, the
                    Average Stock Price shall be the fair market value of one
                    Euronet Share on December 10, 2004 as determined in
                    equitable discretion (billigem Ermessen) of an independent
                    international investment bank with its corporate seat in the
                    United States of America, to be nominated by the Bearer,
                    whereby the independent international investment bank shall
                    take into account the intention of the Issuers by
                    determining the Average Stock Price to reflect the average
                    value of one Euronet Share during the period from September
                    1, 2004 until December 10, 2004.

     (v)  Trading Day means a day on which NASDAQ National Market New York is
          open for general trading of securities (the "Trading Day").

     To the extent the calculation of the amount of the Certificate Claims
     requires determining an exchange rate from US $ to Euro, the reference rate
     published by the European Central Bank (the "Exchange Rate") on December
     10, 2004 shall be decisive.

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3.2  Certificate Claim

     The Certificate Claim shall be calculated based on the following formula:

     Certificate Claim = (EBITDA Q3/2004 - EBITDA Q3/2003) * 4 * Multiple
                         * Average Stock Price divided by Agreed
                         Stock Price * 25%

3.3  Reduced Certificate Claim

     The Reduced Certificate Claim shall be calculated based on the following
     formula:

     Reduced Certificate Claim = (Reduced EBITDA Q3/2004 - EBITDA Q3/2003) * 4 *
                                 Multiple * Average Stock Price divided by
                                 Agreed Stock Price * 25%

3.4  Remaining Certificate Claim

     The Remaining Certificate Claim shall be calculated based on the following
     formula:

     Remaining Certificate Claim = Certificate Claim - Reduced Certificate Claim

3.5  Embodied Claims

     The Certificate embodies a potential claim of the Bearer vis-a-vis the
     Issuers.

     In case there is no Reduced EBITDA Q3/2004, the Issuers are obliged to make
     a cash payment, or at the option of the Issuers in accordance of Section
     5.4, a payment in Election Shares to the Bearer in the amount of the
     Certificate Claim, subject to the terms and conditions set out herein.

     In case there is a Reduced EBITDA Q3/2004, the Issuers are obliged to make
     a cash payment, or at the option of the Issuers in accordance of Section
     5.4, a payment in Election Shares in the amount of the Reduced Certificate
     Claim, and in addition in the amount of the Remaining Certificate Claim
     subject to the terms and conditions set out herein.

     For the avoidance of doubt, this Certificate does not embody an obligation
     of the Bearer to make any payment to the Issuers in case the Certificate
     Claims are below 0 (zero).

4    Procedure for Determining Certificate Claims

     The procedure of determining the Certificate Claims has two steps. In a
     first step, the Certificate Claims will be preliminarily determined as set
     out in Section 4.1 and will be referred to as the "Preliminary Certificate
     Claim", the "Preliminary Reduced Certificate Claim", the "Preliminary
     Remaining Certificate Claim", collectively referred to as "Preliminary
     Certificate Claims ".

     In a second step, the Certificate Claims will be finally determined as set
     out in Section 4.2 and will be referred to as the "Final Certificate
     Claim", the "Final Reduced Certificate Claim ", the "Final Remaining
     Certificate Claim", collectively referred to as "Final Certificate Claims".

4.1  Determination of Preliminary Certificate Claims

     4.1.1 The EBITDA Q3/2004 and, if applicable, the Reduced EBITDA Q3/2004
          will each be calculated by the Sellers based on the Q3/2004 Accounts
          to be prepared by the Sellers. Sellers will provide the Issuers and
          any Subsequent Bearer with the Q3/2004 Accounts. Sellers shall further
          notify Issuers and any Subsequent Bearer in writing and with copies to
          the Expert, the Notary, and the Trustee (as defined in

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          Section 14.2) of the result of their calculation, stating the amount
          of EBITDA Q3/2004 and, if applicable, the Reduced EBITDA Q3/2004, an
          estimate of the Average Stock Price and the Exchange Rate which will
          become automatically be replaced by the Average Stock Price and the
          Exchange Rate to be determined on December 13, 2004, the Preliminary
          Certificate Claim, and, if applicable, the Preliminary Reduced
          Certificate Claim and the Preliminary Remaining Certificate Claim on
          or before October 25, 2004 (the "Sellers' Certificate Claims
          Notification"). The Issuers will have the opportunity to review the
          Q3/2004 Accounts.

     4.1.2 The Issuers are obliged vis-a-vis the Bearer to procure that the
          Sellers, their successors or representatives, will get full and timely
          access by the Company or any legal successor of the Company to the
          information required to establish the Preliminary Certificate Claims.

     4.1.3 Preliminary Acceptance / Agreement

          (i)  The Preliminary Certificate Claims are deemed to be determined at
               the amount(s) as reflected in the Sellers' Certificate Claims
               Notification,

               (a)  at such time as the Bearer receives a notice from the
                    Issuers in writing with copies to the Sellers, the Expert,
                    the Notary and the Trustee, confirming that the Issuers
                    agree with the Preliminary Certificate Claim, and, if
                    applicable, the Preliminary Reduced Certificate Claim and
                    the Preliminary Remaining Certificate Claim stated in the
                    Sellers' Certificate Claims Notification; such an agreement
                    may not be reached prior to or be effective before December
                    13, 2004 in order to determine the actual Average Stock
                    Price and Exchange Rate or

               (b)  on December 13, 2004, in case the Issuers fail to furnish
                    the Bearer with an Objection Notice on or prior to the day
                    the Objection Period expires. The Bearer shall notify the
                    Issuers, the Sellers, the Expert, the Notary and the
                    Trustee, immediately after December 13, 2004 in writing in
                    case the Bearer has not received an Objection Notice in
                    accordance with Section 4.1.4(i).

          (ii) The Preliminary Certificate Claims are deemed to be determined at
               such time as the Bearer and the Issuers reach an agreement on the
               Preliminary Certificate Claim, and, if applicable, the
               Preliminary Reduced Certificate Claim and the Preliminary
               Remaining Certificate Claim (the "Preliminary Certificate Claims
               Agreement") before the Preliminary Certificate Claims are
               determined in accordance with Section 4.1.4. The Preliminary
               Certificate Claims Agreement shall not be reached prior to or be
               effective before December 13, 2004 in order to determine the
               actual Average Stock Price and Exchange Rate. It must be in
               writing and must be signed by the Bearer and the Issuers. The
               Issuers and the Bearer must furnish the Notary and the Expert
               with a certified copy of the Preliminary Certificate Claims
               Agreement without undue delay, with copies to the Sellers and the
               Trustee.

     4.1.4 Preliminary Expert Determination

          (i)  In case Section 4.1.3(i)(a) or Section 4.1.3(ii) do not apply and
               the Issuers disagree with the Sellers' Certificate Claims
               Notification, it shall notify the Bearer with copies to the
               Sellers, the Expert, the Notary and the Trustee in

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               writing thereof (the "Objection Notice") within 15 (fifteen) days
               on which banks are open for business in Frankfurt am Main (each a
               "Banking Day") after receipt of the Sellers' Certificate Claims
               Notification by the Issuers (the "Objection Period"). In case the
               Issuers fail to furnish the Bearer with an Objection Notice prior
               to the day the Objection Period expires Section 4.1.3(i)(b) is
               applicable. The Objection Notice must include the amount of
               EBITDA Q3/2004, and, if applicable, the Reduced EBITDA Q3/2004,
               an estimate of the Average Stock Price and the Exchange Rate
               which will become automatically be replaced by the Average Stock
               Price and the Exchange Rate to be determined on December 13,
               2004, the Preliminary Certificate Claim, and, if applicable, the
               Preliminary Reduced Certificate Claim and the Preliminary
               Remaining Certificate Claim, which the Issuers deem correct.

          (ii) If the Bearer receives the Objection Notice in accordance with
               Section 4.1.4(i), PricewaterhouseCoopers GmbH
               Wirtschaftsprufungsgesellschaft, Frankfurt am Main, branch Munich
               acting as an expert (the "Expert") (Schiedsgutachter), will
               preliminarily determine the Preliminary Certificate Claim, and,
               if applicable, the Preliminary Reduced Certificate Claim and the
               Preliminary Remaining Certificate Claim. The scope of review of
               the Company's books, the Q3/2004 Accounts, etc. for such
               preliminary determination by the Expert as well as all other
               conditions of his involvement will be governed by the expert
               agreement (Schiedsgutachtervertrag) attached hereto as certified
               copy as Appendix 4.1.4(ii) (the "Expert Agreement") entered into
               between the Sellers, the Issuers and the Expert on November 14,
               and November 19, 2003. The Bearer shall send copies of the
               Objection Notice to the Sellers, the Expert, the Notary and the
               Trustee.

          (iii) No later than December 15, 2004, the Expert will furnish the
               Issuers, the Bearer, the Notary, with copies to the Sellers and
               the Trustee (as defined in Section 14.2), with a preliminary
               written expert decision (the "Preliminary Expert Decision ")
               including

               (a)  the preliminary EBITDA Q3/2004,

               (b)  if applicable, the preliminary Reduced EBITDA Q3/2004,

               (c)  the Average Stock Price,

               (d)  the Exchange Rate,

               (e)  the Preliminary Certificate Claim,

               (f)  if applicable, the Preliminary Reduced Certificate Claim,
                    and

               (g)  if applicable, the Preliminary Remaining Certificate Claim.

          (iv) The Preliminary Expert Decision does not have to include a
               reasoning for the decision of the Expert.

          (v)  The Preliminary Certificate Claims are deemed to be determined at
               such time as the Bearer and the Issuers have received the
               Preliminary Expert Decision. The Expert will inform in writing
               each of the addressees of the Preliminary Expert Decision when
               each of the other addressees has received the Preliminary Expert
               Decision.

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4.2  Determination of Final Certificate Claims

     4.2.1 Agreement

          The Final Certificate Claims are deemed to be determined at such time
          as the Bearer and the Issuers reach a final agreement on the Final
          Certificate Claim and, if applicable, the Final Remaining Certificate
          Claim and the Final Reduced Certificate Claim and, if applicable, the
          Shortfall (as defined in 4.2.2(viii)) and the Excess (as defined in
          4.2.2(ix)) at any point in time before these are determined in
          accordance with Section 4.2.2, however not prior to December 13, 2004.
          Such an agreement (the "Final Certificate Claims Agreement") shall be
          binding and final. In order to be binding and final such agreement
          must be in writing and must be signed by the Bearer and the Issuers.
          The Issuers and the Bearer must furnish the Notary and the Expert with
          a certified copy of the Final Certificate Claims Agreement without
          undue delay, with copies to the Sellers and the Trustee.

     4.2.2 Expert Determination

          (i)  Immediately after the Preliminary Certificate Claims have been
               determined in accordance with Section 4.1, the Expert, acting on
               the terms of the Expert's Agreement, shall audit the Q3/2004
               Accounts.

          (ii) On the basis of the Q3/2004 Accounts, the Expert shall prepare an
               expert opinion, including a report on his audit, (the "Final
               Expert Opinion"), which must include

               (a)  the EBITDA Q3/2004,

               (b)  if applicable, the Reduced EBITDA Q3/2004,

               (c)  the Average Stock Price,

               (d)  the Exchange Rate,

               (e)  the Final Certificate Claim,

               (f)  if applicable, the Final Reduced Certificate Claim,

               (g)  if applicable, the Final Remaining Certificate Claim,

               (h)  the Shortfall (as defined in 4.2.2(viii)),

               (i)  the Excess (as defined in 4.2.2(ix)).

          (iii) In preparing the Final Expert Opinion, the Expert shall give the
               Bearer and the Sellers as well as the Issuers the opportunity to
               illustrate in writing or to present verbally the basis of the
               determination of EBITDA Q3/2004 or if applicable the Reduced
               EBITDA Q3/2004 in the Sellers' Certificate Claims Notification
               and the Objection Notice, respectively. The Expert shall take
               into consideration their arguments and exceptions within the
               professional discretion of a German auditor applying German GAAP
               and shall explain his motives for taking into account or
               rejecting such arguments and exceptions in the Final Expert
               Opinion.

               To the extent that in the course of determining EBITDA Q3/2004
               or, if applicable, the Reduced EBITDA Q3/2004 it is not possible
               for the Expert to allocate with an appropriate reasoning a
               position without doubt, the Expert shall herewith be authorized
               to make the allocation pursuant to Section 317

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               Para.1 of the German Civil Code (Burgerliches Gesetzbuch -
               "BGB"). In the Final Expert Opinion, he shall list the positions
               for which an allocation without doubt was not possible and shall
               explain his motives for the allocation pursuant to Section 317
               Para. 1 BGB.

               The Expert shall decide legal questions in connection with the
               Final Expert Opinion.

          (iv) The Expert shall furnish the Issuers, the Bearer and the Notary
               with copies to the Sellers and the Trustee (as defined in Section
               14.2) with his Final Expert Opinion by no later than January 31,
               2005. The Expert will inform each of the addressees of the Final
               Expert Opinion in writing when each of the other addressees has
               received the Final Expert Opinion.

          (v)  Final Expert Decision

               If and to the extent the Expert learns of any value elucidative
               facts (wertaufhellende Tatsachen) pursuant to Section 252 Para. 1
               No. 4 HGB (the "Adjustment Facts") on or before March 31, 2005,
               he is entitled, at its sole discretion, to adjust its Final
               Expert Opinion. Such adjustment requires a written expert
               decision including a report on his audit (the "Final Expert
               Decision"), which determines

               (a)  the EBITDA Q3/2004,

               (b)  if applicable, the Reduced EBITDA Q3/2004,

               (c)  the Average Stock Price,

               (d)  the Exchange Rate,

               (e)  the Final Certificate Claim,

               (f)  if applicable, the Final Reduced Certificate Claim,

               (g)  if applicable, the Final Remaining Certificate Claim,

               (h)  the Shortfall (as defined in 4.2.2(viii)),

               (i)  the Excess (as defined in 4.2.2(ix)),

               (j)  the Adjustment Facts.

          (vi) Section 4.2.2(iii) shall apply mutatis mutandis to any influence
               the Adjustment Facts have on the determination of EBITDA Q3/2004
               or, if applicable, the Reduced EBITDA Q3/2004.

          (vii) The Expert is obliged to furnish the Issuers, the Bearer and the
               Notary, with copies to the Sellers and the Trustee, with such
               Final Expert Decision no later than on or before April 30, 2005.
               The Expert will inform each of the addressees of the Final Expert
               Decision in writing when each of the other addressees has
               received the Final Expert Decision.

          (viii) The Shortfall is the amount, if any, by which the Preliminary
               Certificate Claims fall short of the Final Certificate Claims,
               and which amount is owed by the Issuers to the Bearer
               ("Shortfall").

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<PAGE>

          (ix) The Excess is the amount, if any, by which the Preliminary
               Certificate Claims exceed the Final Certificate Claims and which
               amount shall be released from the Notary Account Certificate I by
               the Notary to the Issuers and, to the extent such amount exceeds
               the funds in Notary Account Certificate I (as defined in Section
               6.4), is owed by the Bearer to the Issuers ("Excess").

          (x)  Subject to Section 4.2.2(xi), the Final Certificate Claims are
               deemed to be determined by the Final Expert Decision. The Final
               Certificate Claims are deemed to be determined at such time the
               Issuers and the Bearer have received the Final Expert Decision.

          (xi) In case the Expert does not furnish a Final Expert Decision on or
               before April 30, 2005, to the Issuers and the Bearer, the Final
               Expert Opinion shall determine the Final Certificate Claims, and
               in such case the Final Certificate Claims are deemed to be
               determined on May 1, 2005.

5    Payments under this Certificate

5.1  Certificate Due Date

     All potential claims under this Certificate fall due (fallig) on January
     14, 2005 (the "Certificate Due Date"). For the avoidance of doubt, the
     Certificate Due Date merely determines the date as from which claims under
     this Certificate will bear interest in accordance with Section 5.2, it does
     not determine the date on which such claims are necessarily payable.

5.2  Interest

     Any amounts which have to be paid pursuant to this Certificate by the
     Issuers to the Bearer or to the Notary shall bear annual interest in the
     amount of 5 (five) percentage points above the German base rate according
     to Section 247 BGB, as amended from time to time as of the Certificate Due
     Date (the "Issuers Interest"). Any amounts, which have to be paid by the
     Bearer to the Issuers pursuant to this Certificate, shall bear annual
     interest in the amount of 5 (five) percentage points above the German base
     rate according to Section 247 BGB as amended from time to time, as of the
     Certificate Due Date (the "Bearer Interest"). Any cash amounts the Notary
     receives shall bear such annual interest that the Notary collects on the
     cash amounts received, until such time the amounts are released (the
     "Escrow Interest").

     Any Issuers Interest and any Bearer Interest shall become payable at the
     point in time the respective principal claim (Hauptforderung) is payable
     according to this Certificate. For the avoidance of doubt, prior to the
     Certificate Due Date, no Issuers Interest or Bearer Interest shall accrue.

5.3  Payment of Preliminary Certificate Claims

     5.3.1 The Preliminary Certificate Claims will be payable (zahlbar) at the
          later of

          (i)  January 14, 2005, or alternatively

          (ii) 10 (ten) Banking Days after the Preliminary Certificate Claims
               are determined in accordance with Section 4.1.

     5.3.2 Amount of Payments to Bearer and into Notary Account Certificate I
          and Notary Account Certificate II.

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<PAGE>

          Subject to Section 5.4 below, Issuers shall pay in cash

          (i)  to the Bearer,

               (a)  70 % of the Preliminary Certificate Claim, and Issuers
                    Interest thereon,

               or, as the case may be,

               (b)  70 % of the Preliminary Reduced Certificate Claim and
                    Issuers Interest thereon,

          (ii) to the Notary into the Notary Account Certificate I (as defined
               in Section 6.4)

               (a)  30 % of the Preliminary Certificate Claim, and Issuers
                    Interest thereon,

               or, as the case may be,

               (b)  30 % of the Preliminary Reduced Certificate Claim and
                    Issuers Interest thereon,

          (iii) to the Notary into the Notary Account Certificate II

               100% of the Preliminary Remaining Certificate Claim, if any, and
               Issuers Interest thereon.

5.4  Payment of Preliminary Certificate Claims by way of Transferring Election
     Shares

     5.4.1 Election Right

          (i)  The Issuers may elect (the "Election Right") to settle the
               amounts referred to in Section 5.3 by way of transferring Euronet
               Shares to the Bearer (the "Election Shares") instead of making a
               cash payment.

          (ii) With respect to the amounts to be paid to the Bearer pursuant to
               Section 5.3.2(i) the Election Right may be exercised in full
               (delivery of Election Shares) or in part (delivery of Election
               Shares and cash payment). With respect to the amounts payable
               into the Notary Account Certificate I and the Notary Account
               Certificate II the Issuers may only exercise their Election Right
               in such way that they transfer either Election Shares or make a
               cash payment.

          (iii) The Election Right of the Issuers automatically ceases to exist
               at that point in time a Delisting occurrs.

     5.4.2 Election Notice

          If the Issuers elect to settle the Preliminary Certificate Claims by
          way of transferring Election Shares when the respective Preliminary
          Certificate Claims are payable, the Issuers shall deliver to the
          Bearer and the Notary a notice in writing (also via fax) (the
          "Election Notice"), on or before 5 (five) Banking Days prior to the
          Certificate Due Date stating (i) when the transfer of the Election
          Shares is to be effected (the "Transfer Date"), and (ii) the number of
          Election Shares to be transferred to the Bearer and into the Notary
          Account Certificate I and the Notary Account Certificate II, including
          the basis for the calculation of such number in accordance with

                                       13

<PAGE>

          Section 5.4.3 of this Certificate as well as, if applicable, the
          amount of cash payable.

          Failure to deliver an Election Notice in accordance with this clause
          will be deemed to be an election of the Issuers not to exercise their
          Election Right.

     5.4.3 Number of Election Shares

          The number of Election Shares to be delivered to the Bearer and into
          the Notary Account Certificate I and the Notary Account Certificate II
          on the Certificate Due Date shall be calculated as follows:

          Number of Election Shares = (Preliminary Certificate Claim, or, if
                                      applicable, Preliminary Reduced
                                      Certificate Claim and Preliminary
                                      Remaining Certificate Claim) divided by
                                      the Average Stock Price

          For the avoidance of doubt, the above formula is based on the
          assumption that the Preliminary Certificate Claim or, if applicable,
          the Preliminary Reduced Certificate Claim and the Preliminary
          Remaining Certificate Claim will be settled in full by way of share
          transfer. In case only a part of it shall be settled by way of
          Election Share transfer the above formula will be applied by
          exchanging the Preliminary Certificate Claim or, if applicable, the
          Preliminary Reduced Certificate Claim and the Preliminary Remaining
          Certificate Claim by that portion of the Preliminary Certificate Claim
          or, if applicable, the Preliminary Reduced Certificate Claim and the
          Preliminary Remaining Certificate Claim, which is to be settled with
          Election Shares.

          Insofar as the calculation of the number of Election Shares to be
          delivered requires the determination of an exchange rate from Euro to
          US$, the Exchange Rate on 5 (five) Banking Days prior to the
          Certificate Due Date will be decisive.

          Upon the exercise of the Election Right by the Issuers, only full
          Election Shares will be delivered. Fractions of Euronet Shares will
          not be delivered. Any shortfall must be paid in cash to the Bearer.

     5.4.4 Transfer of Election Shares

          The Bearer is not prohibited from transferring, disposing, assigning
          or encumbering any of the Election Shares at any point in time.

5.5  Payment of the Shortfall

     5.5.1 The Shortfall, if any, is payable (zahlbar) at the earlier of

          (i)  May 15, 2005, or alternatively

          (ii) 10 (ten) Banking Days after such time the Final Certificate
               Claims are determined in accordance with Section 4.2 (the
               "Shortfall Payment Day").

     5.5.2 The Issuers shall pay to the Bearer 100% of the Shortfall, if any,
          and Issuers Interest thereon pursuant to Sections 6.1 and 6.2. The
          Shortfall can only be paid in cash.

5.6  Payment of Certificate Excess not held in Notary Account Certificate I

     5.6.1 If the Excess exceeds the amount to be released to the Issuers
          pursuant to Section 7.1 then the Bearer who received the payments
          under Section 5.3.2 shall pay to the Issuers the amount of such excess
          (the "Payable Excess") 10 (ten) Banking

                                       14

<PAGE>

          Days after the Final Certificate Claims are determined in accordance
          with Section 4.2 (the "Excess Payment Day").

     5.6.2 The Bearer shall be entitled to settle such Excess in whole or in
          part by way of returning Election Shares to the Issuers. In such case
          the Bearer shall deliver to the Issuers a notice in writing (also via
          fax) (the "Excess Notice"), 5 (five) Banking Days prior to the Excess
          Payment Day stating (i) when the transfer of the Election Shares is
          going to be made, and (ii) the number of Election Shares to be
          transferred to the Issuers, including the basis for the calculation of
          such number in accordance with Section 5.4 of this Certificate as well
          as, if applicable, the amount of cash payable.

     5.6.3 The number of Election Shares to be delivered to the Issuers shall be
          determined based on the following formula:

          Number of Election Shares = Payable Excess divided by Average Stock
          Price

          Section 5.4.3 shall apply mutatis mutandis.

     5.6.4 Failure to deliver an Excess Notice in accordance with this clause
          will be deemed to be an election of the Bearer not to exercise his
          right pursuant to Section 5.6.2.

6    Method of Payment

6.1  Advance Payment Notice

     Any payments or share transfer by the Issuers under this Certificate will
     be made on a Banking Day and at the time within ordinary business hours
     notified by the Issuers vis-a-vis the Bearer and the Notary with 5 (five)
     Banking Days advance written notice.

6.2  Presentation of Certificate/Payment Confirmations

     6.2.1 Any payments or Election Share transfers under this Certificate to
          the Bearer into the Bearer's account and/or to the Notary into the
          Notary Account Certificate I or the Notary Account Certificate II or
          shall be made as follows:

          (i)  the Bearer shall present to and deposit with the Notary, on or
               before 5 (five) Banking Days prior to the Certificate Due Date

               .    the original of this Certificate and,

               .    a letter stating the bank account and the securities account
                    of the Bearer (including bank, account number, sort code and
                    any other information required to perform payment or
                    transfer of Election Shares)

               .    and a confirmation by the Bearer's bank addressed to the
                    Notary that the Bearer's bank has irrevocably been
                    instructed by the Bearer to make the statement provided for
                    in Section 6.2.2(ii) immediately after it receives funds or
                    shares for credit to the Bearer's account.

               Further, the Bearer shall instruct the Notary, irrevocably for
               the time the Certificate is in the hands of the Notary, that the
               Notary shall be irrevocably authorized for such time to confirm
               in writing receipt of the payment or the transfer of the Election
               Shares under this Certificate on behalf of the Bearer, and

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<PAGE>

          (ii) the Notary shall confirm by facsimile vis-a-vis the Issuers that
               the Certificate is kept in his escrow pursuant to Section
               6.2.1(i) and that he is irrevocably authorized during the period
               he is in possession of the Certificate by the Bearer who holds
               this Certificate on the Certificate Due Date or the Shortfall
               Payment Day, whichever is applicable, to confirm in writing
               receipt of payment or, if applicable, Election Share transfers
               under this Certificate on behalf of the Bearer. Further he shall
               send a copy of the letter of the Bearer stating the information
               regarding the bank account or the securities account of the
               Bearer to the Issuers.

     6.2.2 Upon receipt of

          (i)  a written bank statement of the Issuers' bank stating that the
               amount payable to the Bearer has been paid in cash to the bank
               account of the Bearer and/or the respective number of Election
               Shares have been transferred to the securities account of the
               Bearer and that the Issuers' bank acted on an irrevocable
               instruction of the Issuers and

          (ii) a written bank statement of the Bearer's bank confirming
               irrevocable credit entry of the amount paid in the bank account
               of the Bearer and/or of the receipt of the number of Election
               Shares transferred into the securities account of the Bearer and

          (iii) funds paid under the Certificate to the Notary Account
               Certificate I, the Notary Account Certificate II or of Election
               Shares transferred into the Notary Account Certificate I or the
               Notary Account Certificate II,

          the Notary

               (a)  shall immediately confirm the respective payment or share
                    transfer amount on the original Certificate as shown below,

               ------   --------------------------------   --------   ---------
                            Amount/Number of Election      Date re-
                        Shares received from the Issuers    ceived    Signature
               ------   ---------------------- ---------   --------   ---------
                                         No. of Election
                        Amount in Euro        Shares
               ------   --------------   ---------------   --------   ---------
               Bearer
               ------   --------------   ---------------   --------   ---------
               Bearer
               ------   --------------   ---------------   --------   ---------
               Bearer
               ------   --------------   ---------------   --------   ---------
               Bearer
               ------   --------------   ---------------   --------   ---------
               Notary
               ------   --------------   ---------------   --------   ---------
               Notary
               ------   --------------   ---------------   --------   ---------
               Notary
               ------   --------------   ---------------   --------   ---------
               Notary
               ------   --------------   ---------------   --------   ---------

                 and

                                       16

<PAGE>

               (b)  surrender certified copies of the original Certificate
                    including the written confirmations of the Notary set forth
                    in Section 6.2.1(ii) above to the Issuers and to the
                    Sellers, and

               (c)  return the original Certificate to the Bearer.

     6.2.3 If no payment or transfer of Election Shares is confirmed according
          to Section 6.2.2 within 10 Banking Days after the day on which the
          respective payment or transfer is payable under the Certificate, the
          Bearer is entitled to reclaim the Certificate from the Notary.

     6.2.4 Immediately after full settlement of the Preliminary Certificate
          Claims the Notary shall inform the Trustee, with copy to the Issuers
          and the Sellers, about the full settlement of the Preliminary
          Certificate Claims.

6.3  Bearer's Account / Delivery of Election Shares

     6.3.1 All cash payments by the Issuers under this Certificate to the Bearer
          will be made in Euro, free of costs and charges in immediately
          available funds by irrevocable wire transfer into the bank account set
          out in Appendix 6.3 unless the Issuers receive a written notification
          by the Bearer via the Notary pursuant to Section 6.2.1(i) not later
          than five Banking Days prior to the Certificate Due Date or, where
          applicable, the Shortfall Payment Day, nominating a different account,
          into which payments must be deposited, provided it includes the
          details required for the Bearer Notice (as defined in Section 10), if
          it is made by a Subsequent Bearer other than the Bearer that made the
          Bearer Notice.

     6.3.2 All share transfers by the Issuers under this Certificate to the
          Bearer will be made free of costs and charges by irrevocable wire
          transfer into the securities account set out in a written notification
          to be received by the Issuers from the Bearer pursuant to Section
          6.2.1(i) no later than five Banking Days prior to the Certificate Due
          Date.

6.4  Notary's Accounts / Delivery of Election Shares

     To the extent applicable, all cash payments and all transfers of Election
     Shares to the Notary pursuant to Section 5.3.2 shall be made free of costs
     and charges irrevocably by wire transfer to the following bank accounts
     (the "Notary Accounts"):

     Notary account certificate I or securities account I (the "Notary Account
     Certificate I")

     Bank: Deutsche Bank Privat- und Geschaftskunden AG, Berlin

     Account name: Notar Dr. Felix Enneking

     Account no. 941115804

     SWIFT: DEUTDEBBXXX / DEUTDEDBBER

     Reference: Trumpet eins.

     Notary account certificate II or securities account II (the "Notary Account
     Certificate II"):

     Bank: Deutsche Bank Privat- und Geschaftskunden AG, Berlin

     Account name: Notar Dr. Felix Enneking

                                       17

<PAGE>

     Account no. 941115805

     SWIFT: DEUTDEBBXXX / DEUTDEDBBER

     Reference: Trumpet zwei.

6.5  Cash or Share Transfers to the Issuers' Account

     All cash or share transfers by the Bearer under Section 5.5 to the Issuers
     will be made free of costs and charges by irrevocable wire transfer into
     the account or depot set out in a written notification to be received by
     the Bearer from the Issuers no later than five Banking Days prior to the
     Excess Payment Day. To the extent the Payable Excess has been credited to
     the Issuers Bank Account such payment or delivery of Euronet Shares shall
     be deemed payment of and performance of the obligation to pay the Payable
     Excess.

7    Release from the Notary Accounts

7.1  Release from the Notary Account Certificate I

     7.1.1 The Notary shall release from the Notary Account Certificate I within
          10 (ten) Banking Days after the Final Certificate Claims are
          determined in accordance with Section 4.2

          (i)  to the Issuers the Excess, if any, and Bearer Interest thereon,
               if any,

          (ii) to the Bearer, after deduction of the Excess, if any, and Bearer
               Interest, if any, thereon, all funds plus Escrow Interest
               thereon, if any, exceeding the "Minimum Escrow Funds" which shall
               be up to 10% (ten) percent of the Final Certificate Claim or, if
               applicable, the Final Reduced Certificate Claim. Any Election
               Shares transferred to the Notary Account Certificate I by the
               Issuers in exertion of their Election Right shall be valued for
               purposes of this release at the Average Stock Price, irrespective
               of its actual market value.

     7.1.2 Any remaining Minimum Escrow Funds, and Escrow Interest thereon, if
          any, shall be settled to the Bearer or the Issuers in accordance with
          written instructions by the Sellers and the Issuers to the Notary to
          release such funds.

     7.1.3 Prior to any release of Excess pursuant to Section 7.1.1(i) to the
          Issuers the Issuers have to confirm in writing vis-a-vis the Bearer to
          the hands of the Notary that the receipt on the Certificate which
          confirms payment of the Preliminary Certificate Claim shall be
          adjusted in such a fashion that it reflects the reduced payment after
          the release of the Excess. By virtue of such authorization the Notary
          shall be entitled to correct the confirmation of payment if the Bearer
          presents the Certificate to the Notary.

     7.1.4 All amounts which become payable to the Bearer shall only be paid
          against presentation of the Certificate to the Notary. The Notary
          shall confirm the payment on the Certificate.

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<PAGE>

7.2  Release from the Notary Account Certificate II

     7.2.1 The Notary shall release to (i) the Bearer from Notary Account
          Certificate II at such time the Base EBITDA and the Compound EBITDA
          are finally determined in accordance with Sections 8.2 or 8.3. the
          amount calculated in accordance with Section 7.2.2 (the "Release
          Certificate Amount") and Escrow Interest thereon, and (ii) the
          remaining amount from Notary Account Certificate II, if any, to the
          Issuers.

     7.2.2 The Release Certificate Amount shall be calculated as follows:

          Release Certificate Amount = (Remaining Certificate Claim) multiplied
          by ([square root ([(Compound EBITDA minus Base EBITDA) divided by Base
          EBITDA] plus 1) minus 1] divided by 0.33)

          (i)  Base EBITDA shall be the EBITDA of the Company in Euro for the
               period October 1, 2003 to September 30, 2004 calculated in
               accordance with Section 8 (the "Base EBITDA").

          (ii) Compound EBITDA shall be the EBITDA of the Company in Euro for
               the period October 1, 2005 to September 30, 2006 calculated in
               accordance with Section 8 (the "Compound EBITDA").

          For the avoidance of doubt, the Release Certificate Amount defines the
          portion of the Remaining Certificate Claim to be released to the
          Bearer based on the ratio of (i) compound average growth rate ("CAGR")
          for a period of two years between Base EBITDA und Compound EBITDA and
          (ii) a CAGR of 33%.

     7.2.3 Irrespective of the amount of the Release Certificate Amount the
          Notary is not obliged to release to the Bearer more than the Remaining
          Certificate Claim increased by Escrow Interest thereon, if any.

7.3  Positive Escrow Balance

     The Notary must release in full or in part any amount from Notary Account
     Certificate I or Notary Account Certificate II, as long as such release
     does not cause a negative balance on Notary Account Certificate I or Notary
     Account Certificate II.

8    Procedure for Determining Base EBITDA and Compound EBITDA

8.1  Sellers Base EBITDA and Compound EBITDA Notification

     The Seller(s) will initially calculate

     8.1.1 Base EBITDA based on the profit and loss statement for the Company
          covering the period October 1, 2003 to September 30, 2004 to be
          prepared by the Sellers (the "04 Accounts") and according to Sections
          2.3, 2.4.1, 2.4.4, 2.4.5, 2.4.6, and 2.4.9 which shall apply mutatis
          mutandis.

     8.1.2 Compound EBITDA based on the profit and loss statement for the
          Company covering the period October 1, 2005 to September 30, 2006 (the
          "06 Accounts") and in accordance with Sections 2.3, 2.4.1, 2.4.4,
          2.4.5, 2.4.6 and 2.4.9 which shall apply mutatis mutandis.

     The Sellers will provide the Issuers and any Subsequent Bearer with the 04
     Accounts and the 06 Accounts and notify them in writing of the result of
     their calculation, stating the amount of Base EBITDA on or before October
     25, 2004 (the "Sellers' Base Notification")

                                       19

<PAGE>

     and the Compound EBITDA on or before October 25, 2006 (the "Sellers'
     Compound EBITDA Notification"). The Issuers will have the opportunity to
     review the Accounts 04 and the Accounts 06.

8.2  Agreement between Bearer and the Issuers

     At such time the Bearer and the Issuers reach a final and binding agreement
     on the amount of Base EBITDA (the "Base EBITDA Agreement") and on the
     amount of Compound EBITDA (the "Compound EBITDA Agreement") the Base EBITDA
     and/or the Compound EBITDA shall be deemed finally determined. In order to
     be binding and final such agreement must be in writing and must be signed
     by the Sellers, the Bearer and the Issuers. The Issuers and the Bearer have
     to notify the Notary and the Expert thereof without undue delay and furnish
     the Notary with a certified copy of the Base EBITDA Agreement and/or the
     Compound EBITDA Agreement respectively, with copies to the Trustee (as
     defined in Section 14.2).

8.3  Expert Decisions

     In case the Issuers and Bearer reach no Base EBITDA or Compound EBITDA
     Agreement

     8.3.1 on or before November 14, 2004 regarding the Base EBITDA, or

     8.3.2 on or before November 14, 2006 regarding the Compound EBITDA,

     the Expert will carry out an audit to determine Base EBITDA and Compound
     EBITDA. The Expert Agreement will govern the terms and conditions of his
     involvement. The Expert must complete his review at the latest on or before
     January 31, 2005 regarding Base EBITDA and on or before January 31, 2007
     regarding the Compound EBITDA. The Expert will furnish the Issuers, the
     Bearer and the Notary, with copies to the Sellers and the Trustee (as
     defined in Section 14.2), with a final written expert decision regarding
     the final determination of Base EBITDA in no case later than April 30, 2005
     (the "Base Expert Decision") and regarding the Compound EBITDA in no case
     later than April 30, 2007 (the "Compound Expert Decision"). If and to the
     extent the Expert learns of any value elucidative facts pursuant to Section
     252 Para. 1 No. 4 HGB on or before March 31, 2005 relevant for the Base
     Expert Decision or before March 31, 2007 relevant for the Compound Expert
     Decision, he is entitled, at its sole discretion, to adjust its Base Expert
     Decision or Compound Expert Decision, respectively. Section 4.2.2(iii)
     shall apply mutatis mutandis to the Base Expert Decision and the Compound
     Expert Decision and any adjustment thereof on the basis of elucidative
     facts pursuant to Section 252 Para. 1 No. 4 HGB.

     The Expert will inform each of the addressees of the Base Expert Decision
     in writing when each of the other addressees has received the Base Expert
     Decision. The Expert will inform each of the addressees of the Compound
     Expert Decision in writing when each of the other addressees has received
     the Compound Expert Decision. The Base EBITDA is deemed to be finally
     determined at such time the Bearer and the Issuers receive the Base Expert
     Decision. The Compound EBITDA is deemed to be finally determined at such
     time the Bearer and the Issuers receive the Compound Expert Decision.

9    Default in Payment

     In case the Issuers do not make full payment when such payments are payable
     (zahlbar) under this Certificate (the "Outstanding Claim"), such
     Outstanding Claim will bear annual interest in the amount of 6.5 (six point
     five) percentage points above the German base rate

                                       20

<PAGE>

     according to Section 247 BGB as amended from time to time. Claims for
     damages are hereby not precluded.

10   Transfer of Certificate; Bearer Notice

     The Issuers must not assign or transfer any rights, claims or obligations
     under this Certificate to any third party. The Certificate may however at
     any time be offered, sold, pledged or otherwise transferred by the Bearer
     thereof, without the consent of the Issuers. The obligation of the Issuers
     to make payments to the Bearer, including a Subsequent Bearer, under this
     Certificate requires that on or before 5 (five) Banking Days prior to which
     the respective payment has to be made the Issuers receive a written
     notification by the Bearer of his identity (name/company), contact address
     and facsimile number as well as of his status as Bearer, to be demonstrated
     by enclosure of a certified (beglaubigt) copy of this Certificate prepared
     not earlier than on the (3) third Banking Day prior to the day the notice
     is forwarded, in accordance with Section 14.3.1 (the "Bearer Notice").

11   Status of Certificate

     This Certificate embodies a direct, unconditional and unsubordinated
     obligation of the Issuers.

12   Ownership

     The Issuers will become the sole owner of this Certificate (i) if there are
     no Certificate Claims or (ii) once all Certificate Claims, if any, under
     this Certificate and any interest payable thereon are fully settled by the
     Issuers.

13   Costs

     The Issuers shall bear all the costs incurred by determining the Average
     Stock Price in case of a Delisting as set out in Section 3.1(b) as well as
     all costs related to the Notary Accounts.

14   Communication

14.1 Information / Copies

     For the avoidance of doubt, copies of any documentation in connection with
     this Certificate, including but not limited to notifications, decisions,
     opinions that are relevant for determining the Certificate Claims as well
     as any confirmations that are relevant for the payment and release process,
     have to be sent by the respective addressor to the Issuers, the Bearer, the
     Sellers, the Notary and the Trustee.

14.2 Trustee

     The Trustee is heptus 22. GmbH, Munich, (in the future named: Trumpet
     GmbH), Pettenkofer Str. 4, 80336 Munchen.

14.3 Notices

     14.3.1 Subject to any conflicting provisions of this Certificate, any
          notice, instruction or other communication in relation to this
          Certificate shall be in writing delivered by hand, fax, registered
          post or by courier using an internationally recognized courier

                                       21

<PAGE>

          company. It shall be effective upon receipt, unless otherwise provided
          for in this Certificate. Any such notice, instruction or other
          communication must be in English language and any notices and other
          communication to Sellers, Issuers, Notary or the Trustee shall be sent
          to the addresses as shown in Appendix 14.3.1. The Issuers grant hereby
          each other mutually and irrevocably power of attorney to give and
          receive all declarations under this Certificate.

     14.3.2 Any above person may change its fax number, address or attention
          details by giving not less than 5 (five) Banking Days prior written
          notice to the other persons in accordance with Section 14.3.1.

15   Instructions to the Notary

     All instructions to the Notary included in this Certificate shall be given
     irrevocably by the Issuers and shall only be amended with the written
     consent of the Bearer. The Notary is hereby instructed to issue immediately
     to the Bearer an executed copy of this Certificate.

16   References

     References to Sections are Sections in this Certificate, unless explicitly
     referred to an Appendix to this Certificate.

17   Complete Certificate Form

     Although this Certificate has been notarized in connection with the
     conclusion of the SPA, it is agreed that the transfer of the Certificate is
     unrelated to the SPA and does not require notarial form.

18   Governing Law

     The form and content of Certificate and the rights and duties of the
     Issuers and the Bearer there under will in all respects be governed by the
     laws of the Federal Republic of Germany.

19   Jurisdiction

     Venue for all disputes is Munich, Germany.

20   Miscellaneous

     If any of the provisions of this Certificate shall become or be held
     invalid, ineffective or unenforceable, all other provisions thereof shall
     remain in full force and effect. The invalid, ineffective or unenforceable
     provision shall be amended and be replaced by a valid, effective and
     enforceable provision that accomplishes as far as possible the purpose and
     intent of the invalid, ineffective and unenforceable provision. The
     aforesaid shall apply mutatis mutandis to any unintended omission.

               THIS CERTIFICATE HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER
               THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
               ACT"), OR APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND, PRIOR
               TO THE EXPIRATION OF A

                                       22

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               DISTRIBUTION COMPLIANCE PERIOD (DEFINED AS THE PERIOD ENDING ONE
               YEAR AFTER THE DATE OF THIS CERTIFICATE), MAY NOT BE OFFERED,
               SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE
               TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION
               S UNDER THE 1933 ACT.

               UPON THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD
               REFERRED TO ABOVE, THIS CERTIFICATE SHALL NO LONGER BE SUBJECT TO
               THE RESTRICTIONS ON TRANSFER PROVIDED IN THIS LEGEND, PROVIDED
               THAT AT THE TIME OF SUCH EXPIRATION THE OFFER OR SALE OF THIS
               CERTIFICATE BY THE HOLDER HEREOF IN THE UNITED STATES WOULD NOT
               BE RESTRICTED UNDER THE SECURITIES LAWS OF THE UNITED STATES OR
               ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.

               HEDGING TRANSACTIONS INVOLVING THIS CERTIFICATE MAY NOT BE
               CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT AND ALL
               APPLICABLE STATE AND FOREIGN SECURITIES LAWS

                                       23

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1    Form/Bearer...............................................................2

2    EBITDA....................................................................2

     2.1  EBITDA Q3/2003.......................................................3

     2.2  EBITDA Q3/2004.......................................................3

     2.3  Principles for the Calculation of EBITDA Q3 / 2004...................3

     2.4  Exceptional Adjustments to EBITDA Q3/2004............................3

     2.5  Reduced EBITDA Q3/2004...............................................5

3    Certificate Claims........................................................6

     3.1  For the purpose of this Certificate..................................6

     3.2  Certificate Claim....................................................7

     3.3  Reduced Certificate Claim............................................7

     3.4  Remaining Certificate Claim..........................................7

     3.5  Embodied Claims......................................................7

4    Procedure for Determining Certificate Claims..............................7

     4.1  Determination of Preliminary Certificate Claims......................7

     4.2  Determination of Final Certificate Claims...........................10

5    Payments under this Certificate..........................................12

     5.1  Certificate Due Date................................................12

     5.2  Interest............................................................12

     5.3  Payment of Preliminary Certificate Claims...........................12

     5.4  Payment of Preliminary Certificate Claims by way
             of Transferring Election Shares..................................13

     5.5  Payment of the Shortfall............................................14

     5.6  Payment of Certificate Excess not held in Notary
             Account Certificate I............................................14

6    Method of Payment........................................................15

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     6.1  Advance Payment Notice..............................................15

     6.2  Presentation of Certificate/Payment Confirmations...................15

     6.3  Bearer's Account / Delivery of Election Shares......................17

     6.4  Notary's Accounts / Delivery of Election Shares.....................17

     6.5  Cash or Share Transfers to the Issuers' Account.....................18

7    Release from the Notary Accounts.........................................18

     7.1  Release from the Notary Account Certificate I.......................18

     7.2  Release from the Notary Account Certificate II......................19

     7.3  Positive Escrow Balance.............................................19

8    Procedure for Determining Base EBITDA and Compound EBITDA................19

     8.1  Sellers Base EBITDA and Compound EBITDA Notification................19

     8.2  Agreement between Bearer and the Issuers............................20

     8.3  Expert Decisions....................................................20

9    Default in Payment.......................................................20

10   Transfer of Certificate; Bearer Notice...................................21

11   Status of Certificate....................................................21

12   Ownership................................................................21

13   Costs....................................................................21

14   Communication............................................................21

     14.1 Information / Copies................................................21

     14.2 Trustee.............................................................21

     14.3 Notices.............................................................21

15   Instructions to the Notary...............................................22

16   References...............................................................22

17   Complete Certificate Form................................................22

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18   Governing Law............................................................22

19   Jurisdiction.............................................................22

20   Miscellaneous............................................................22