<PAGE>
                                                                     EXHIBIT 4.2

     Neither the Additional Investment Rights represented by this certificate
     nor the securities issuable upon exercise thereof have been registered
     under the Securities Act of 1933, as amended (the "Act"), or applicable
     state securities laws. The securities have been acquired for investment and
     may not be offered for sale, sold, transferred or assigned (except in
     connection with bona fide pledge or custodial arrangements) in the absence
     of an effective registration statement for the securities under the Act and
     applicable state securities laws, or an opinion of counsel reasonably
     satisfactory to the Issuer that such registration is not required.

Certificate No. 1                        $16,000,000 of Additional Investment in
                                             Common Stock, subject to adjustment

                   Certificate of Additional Investment Rights

                             Euronet Worldwide, Inc.

     Euronet Worldwide, Inc. (the "Issuer"), a Delaware corporation, for value
received, hereby certifies that Fletcher International, Ltd., a Bermuda company
("Fletcher"), or its registered assigns, is the registered holder (the "Holder")
of rights to purchase from the Issuer up to $16,000,000 (subject to the
adjustments contained in this certificate of additional investment rights (this
"Certificate") or the Agreement between the Issuer and Fletcher dated as of
November 20, 2003 (the "Main Agreement"), including without limitation, Section
4(f) of the Main Agreement) (such amount, as adjusted, the "Additional
Investment Amount") of duly authorized, validly issued, fully paid and
nonassessable shares of common stock, par value $0.02 per share (together with
the associated preferred stock purchase rights under the Rights Agreement dated
March 21, 2003 between Euronet and EquiServe Trust Company, N.A., as Rights
Agent, the "Common Stock"), of the Issuer at the then prevailing Additional
Investment Price (as defined below) at any time or from time to time during the
Additional Investment Term (as defined below), all subject to the terms,
conditions and adjustments set forth below in this Certificate and in the Main
Agreement.

                                        1

<PAGE>


1. Additional Investment. The additional investment rights represented hereby
(the "Additional Investment Rights") have been issued pursuant to the Main
Agreement, and are subject to the terms and conditions thereof. Unless otherwise
defined herein, capitalized terms used herein shall have the meanings set forth
in the Main Agreement. A copy of the Main Agreement may be obtained by the
registered holder hereof upon written request to the Issuer.

          1.1 General; Additional Investment Price; Additional Investment Term.
Subject to the provisions of the Main Agreement (including, without limitation,
Section 5 thereof), the Additional Investment Rights entitle the Holder to
purchase a number of shares of Common Stock equal to (i) the Additional
Investment Amount divided by (ii) the Additional Investment Price. The
"Additional Investment Price" means the Prevailing Price as of the date on which
the relevant Additional Investment Notice (as defined below) is delivered minus,
if the Prevailing Price is less than the Initial Purchase Price, two dollars
($2.00) per share, subject to adjustment as set forth herein. The "Prevailing
Price" means, as of a particular date, the average of the daily volume-weighted
average prices per share of Common Stock over the forty-five (45)-Business Day
period ending three (3) Business Days before and excluding such date; provided,
however, that the Prevailing Price on any particular date may not (A) exceed the
average of the daily volume-weighted average prices for any ten (10) Business
Days within such forty-five (45)-Business Day period or (B) be less than eighty
percent (80%) of the average of the daily volume-weighted average prices over
the last thirty (30) Business Days of such forty-five (45)-Business Day period.
All market prices used in calculations hereunder shall be as reported on the
Nasdaq by Bloomberg, L.P., or such other reputable financial information service
as shall be designated by the Holder and be reasonably acceptable to the Issuer.
The Additional Investment Rights may be exercised (in whole or in part) at any
time or from time to time after 12:01 A.M., New York City time, on the
one-hundred and twentieth (120th) calendar day after and excluding the date of
the Main Agreement (the "Commencement Date") until 11:59 P.M., New York City
time, on the date that is fifteen (15) months after and excluding the date that
is the later of (x) the date of the effectiveness of the Registration Statement
and (y) the Commencement Date, in each case, subject to extension pursuant to
the Main Agreement (including, without limitation, Section 4(h) thereof) (the
period of time from the Commencement Date to such date, the "Additional
Investment Term"). Notwithstanding anything herein to the contrary, all
measurements and references related to share prices and share numbers in this
Certificate will be, in each instance, appropriately adjusted for stock splits,
recombinations, stock dividends and the like.

                                        2

<PAGE>

          1.2 Manner of Exercise. The Additional Investment Rights may be
exercised by the Holder, in whole or in part, from time to time, on any Business
Day during the Additional Investment Term, by facsimile, mail or overnight
courier delivery of a notice in substantially the form attached to this
Certificate (or a reasonable facsimile thereof) duly executed by such Holder (an
"Additional Investment Notice"). The closing of each exercise shall take place
(i) on the third (3rd) Business Day after and including the date of the
Additional Investment Notice or (ii) any other date upon which the exercising
Holder and the Issuer mutually agree (the "Additional Investment Closing Date").

          1.3 Delivery of Common Stock and Payment.

               (a) On the Additional Investment Closing Date, the Holder shall
surrender this Certificate to the Issuer at the address set forth for notices to
the Issuer in Section 18 of the Main Agreement and shall deliver payment in
cash, by wire transfer to the Issuer's account designated in Section 18 of the
Main Agreement of immediately available funds in the amount designated as the
"Designated Additional Investment" by the Holder in the Additional Investment
Notice (the "Designated Additional Investment") and such holder shall thereupon
be entitled to receive the number of duly authorized, validly issued, fully paid
and nonassessable shares of Common Stock designated in the Additional Investment
Notice.

               (b) Notwithstanding subsection (a) above, if either:

                    (i) the Additional Investment Price is less than the
     Agreement Date Price or the Registration Statement is not effective, in
     each case as of the date of the Additional Investment Notice or

                    (ii) a Trigger Date has occurred or the Holder shall have
     received a Business Combination Notice (as defined below) or an event shall
     have occurred that would require the Issuer to deliver a Business
     Combination Notice, in each case at any time on or before the date of the
     Additional Investment Notice,

and, in the case of (i) or (ii) above, either (x) the Holder has so elected in
the Additional Investment Notice or (y) the Issuer has so elected in a notice
delivered to the Holder forty-five (45) Business Days prior to the date of the
Additional Investment Notice, then a Net Basis Settlement shall occur. In a "Net
Basis Settlement," the Holder shall not make the cash payment provided in
subsection (a)

                                        3

<PAGE>

above and the Issuer shall issue and deliver a reduced number of shares of
Common Stock to the Holder calculated by dividing X by the Additional Investment
Price, where "X" is the product of (1) the Designated Additional Investment, as
set forth in the relevant Additional Investment Notice, divided by the
Additional Investment Price, multiplied by (2) the amount by which the closing
price of the Common Stock (as reported on the Nasdaq by Bloomberg, L.P. or such
other reputable financial information service as shall be designated by the
Holder and be reasonably acceptable to the Issuer) as of three (3) Business Days
before and excluding the date on which such Additional Investment Notice is
delivered exceeds the Additional Investment Price.

          1.4 Delivery of Stock Certificates, etc. On the Additional Investment
Closing Date, the Issuer at its expense (including the payment by it of any
applicable issue taxes) shall cause to be issued in the name of and delivered to
the Holder or as such Holder may direct,

               (a) at such address specified by the Holder via reputable
overnight courier, one or more certificates for the number of duly authorized,
validly issued, fully paid and nonassessable shares of Common Stock to which
such Holder shall be entitled upon such exercise of Additional Investment Rights
plus, in lieu of any fractional share to which such Holder would otherwise be
entitled, cash in an amount equal to the same fraction of the closing price per
share of Common Stock (as reported on the Nasdaq by Bloomberg, L.P., or such
other reputable financial information service as shall be designated by the
Holder and be reasonably acceptable to the Issuer) on the Business Day next
preceding the date of such Additional Investment Notice; and

               (b) in case such exercise of Additional Investment Rights is in
part only, at such address specified by the Holder via reputable overnight
courier, a new Certificate of like tenor, calling in the aggregate on the face
or faces thereof for an Additional Investment Amount equal to the Additional
Investment Amount called for on the face of this Certificate (adjusted pursuant
to the terms of the Main Agreement or this Certificate, if applicable) minus an
amount equal to the Designated Additional Investment;

provided, however, that, if the Registration Statement is not effective and the
Holder directs the Issuer to deliver a certificate or certificates for shares of
Common Stock or a Certificate in a name other than that of the Holder, other
than with respect or pursuant to bona fide pledges or custodial arrangements, it
shall deliver to the Issuer on the Additional Investment Closing Date an opinion
of counsel reasonably

                                        4

<PAGE>

satisfactory to the Issuer to the effect that the issuance of such
certificate(s) or Certificate in such other name may be made pursuant to an
available exemption from the registration requirements of the Securities Act and
all applicable state securities or blue sky laws.

2. Reservation of Shares. For so long as the Additional Investment Amount
represented hereby has not been exercised in full, the Issuer shall at all times
prior to the end of the Additional Investment Term reserve and keep available,
free from pre-emptive rights, out of its authorized but unissued capital stock,
the number of shares available for exercise hereunder. In the event the number
of Common Shares issuable exceeds the authorized number of shares of Common
Stock or other securities, the Issuer shall promptly take all actions necessary
to increase the authorized number, including causing its board of directors to
call a special meeting of stockholders and recommend such increase.

3. Accountants' Report as to Adjustments. In each case of any adjustment or
readjustment of the Additional Investment Amount, the Additional Investment
Term, the Additional Investment Price or any other adjustment or readjustment
pursuant to the terms of the Main Agreement or this Certificate, or upon the
written request at any time of any Holder, the Issuer at its expense will
promptly compute such adjustment or readjustment (the "Issuer Calculation") in
accordance with the terms of this Certificate and cause the Issuer's Chief
Financial Officer to verify such computation and prepare a report setting forth
such adjustment or readjustment and showing in reasonable detail the method of
calculation thereof and the facts upon which such adjustment or readjustment is
based, including a statement of (a) the Additional Investment Amount, (b) the
Additional Investment Term and (c) the Additional Investment Price in effect
immediately prior to such adjustment or readjustment (as adjusted and
readjusted, as applicable). The Issuer will forthwith deliver a copy of each
such report to each Holder and will also keep copies of all such reports at its
principal office and will cause the same to be available for inspection at such
office during normal business hours by any Holder. The Holder may dispute the
Issuer Calculation by providing its computation of such adjustment or
readjustment (the "Holder Calculation") and requesting in writing that
independent certified public accountants of recognized national standing (which
may be the regular auditors of the Issuer) selected by the Issuer verify the
Issuer Calculation. The Holder shall be responsible for the costs and expenses
of such accountants if the difference between the computation of the adjustment
or readjustment by such accountants (the "Accountant Calculation") and the
Holder

                                        5

<PAGE>

Calculation is greater than the difference between the Accountant Calculation
and the Issuer Calculation, and otherwise the Issuer shall bear such costs and
expenses.

4. Transfer and Assignment. By accepting delivery of this Certificate, the
Holder covenants and agrees with the Issuer not to exercise the Additional
Investment Rights or transfer the Additional Investment Rights or the Common
Shares represented hereby except in compliance with the terms of the Main
Agreement and this Certificate. By accepting delivery of this Certificate, the
Holder further covenants and agrees with the Issuer that the Additional
Investment Rights may not be sold or assigned, in whole or in part, unless such
sale or assignment complies with applicable federal and state securities laws.
If a portion of the Additional Investment Rights evidenced hereby is transferred
in compliance with the terms of the Main Agreement and this Certificate, all
rights of the Holder hereunder may be exercised by the transferee provided that
any Holder of the Additional Investment Rights may deliver an Additional
Investment Notice only with respect to such Holder's portion of the Additional
Investment Rights.

5. Taxes. The Issuer will pay all documentary stamp taxes (if any) attributable
to the issuance of Common Shares upon the exercise of the Additional Investment
Rights by the Holder; provided, however, that the Issuer shall not be required
to pay any tax or taxes which may be payable in respect of any transfer involved
in the registration of the Additional Investment Rights or any certificates for
Common Shares in a name other than that of the holder of the Additional
Investment Rights surrendered upon the exercise of Additional Investment Rights,
and the Issuer shall not be required to issue or deliver a certificate
evidencing Additional Investment Rights or certificates for Common Shares unless
or until the person or persons requesting the issuance thereof shall have paid
to the Issuer the amount of such tax or shall have established to the reasonable
satisfaction of the Issuer that such tax has been paid.

6. Business Combinations.

               (a) Upon receipt of a written notice of any proposed transaction
that would result in a Change in Control in accordance with Section 15 of the
Main Agreement (a "Business Combination Notice") or if an event shall have
occurred that would require the Issuer to deliver a Business Combination Notice,
then in addition to the other rights set forth in this Certificate (including
the right to exercise the Additional Investment Rights under Section 1), the
Holder may elect at any time and from time to time during the Additional
Investment Term:

                                        6

<PAGE>

                    (1) to exercise any or all of the Additional Investment
     Rights (which exercise may be made contingent, at the Holder's option, upon
     the occurrence of the Business Combination Closing, and which exercise may
     be withdrawn at any time before the Business Combination Closing) before,
     simultaneously with or at any time after the consummation of the Business
     Combination (the "Business Combination Closing"), by means of a Net Basis
     Settlement or otherwise, in each case calculated as of the close of
     business on the Business Day immediately preceding and excluding the
     Business Combination Closing, to receive the consideration that the Holder
     would have received had it (i) exercised the Additional Investment Rights,
     (ii) received the shares of Common Stock deliverable thereupon immediately
     before the Business Combination Closing, (iii) subsequently received the
     most valuable consideration offered in exchange for shares of Common Stock
     in the Business Combination, and (iv) held such consideration at all times
     from the Business Combination Closing through the Additional Investment
     Closing Date,

                    (2) if a class of securities of the Acquiring Person or its
     Parent, Subsidiary or affiliate is quoted on any Nasdaq market, or listed
     or admitted to trading on any national, regional, foreign or other
     securities exchange, electronic trading system, over-the-counter market, or
     other securities market, that this Certificate shall entitle the Holder to
     purchase a number of Acquiror Securities at any time and from time to time
     during the Additional Investment Term equal to (i) the Additional
     Investment Amount divided by (ii) the Additional Investment Price;
     provided, that (A) the Main Agreement and this Certificate shall be assumed
     by the issuer of the Acquiror Securities and all references to Euronet
     under the Main Agreement and the Issuer under this Certificate shall be
     deemed to refer to the issuer of the Acquiror Securities (including,
     without limitation, with respect to calculations of market prices of Common
     Stock), (B) the Initial Purchase Price as used in Section 1.1 of this
     Certificate shall be adjusted based on the ratio (the "Acquisition Ratio")
     that (x) the average of the daily

                                        7

<PAGE>

     volume-weighted average prices per security of the Acquiror Securities over
     the ten (10)-Business Day period ending one (1) Business Day before and
     excluding the Acquisition Date, bears to (y) the average of the daily
     volume-weighted average prices per share of Common Stock over the ten
     (10)-Business Day period ending one (1) Business Day before and excluding
     the Acquisition Date, in each case as such prices are as reported on the
     Nasdaq by Bloomberg, L.P., or such other reputable financial information
     service as shall be designated by the Holder and be reasonably acceptable
     to the issuer of Acquiror Securities, and (C) the Additional Investment
     Price as used in Section 1.1 of this Certificate shall mean the Prevailing
     Price as of the date on which the relevant Additional Investment Notice is
     delivered minus, if the Prevailing Price is less than the Initial Purchase
     Price (as adjusted pursuant to subsection B above), the product of (x) two
     dollars ($2.00) per share and (y) the Acquisition Ratio. Any acquisition of
     Acquirer Securities under this Section 6(a)(2) shall be consummated as
     nearly as possible pursuant to the terms of this agreement, and may be done
     by Net Basis Settlement (with appropriate adjustments pursuant to Section
     1.3) or otherwise.

               (b) "Acquiring Person" shall have the meaning ascribed to such
term in the Main Agreement. "Acquisition Date" means the date on which the
Change in Control is consummated. "Acquiror Securities" refers to the class of
securities of the Acquiring Person or its Parent, Subsidiary or affiliate that
is quoted on the Nasdaq National Market or listed or admitted to trading on any
national securities exchange; provided, however, that if more than one class of
such securities is so quoted or listed or admitted to trading, then the Holder
shall have the right to designate the class of securities to which Acquiror
Securities shall refer by providing written notice to the Acquiring Person
within ten (10) Business Days of the Acquisition Date. "Business Combination"
means any transaction that results in a Change in Control. "Change in Control"
shall have the meaning ascribed to such term in the Main Agreement.

7. Restatements. If a Restatement occurs after the Holder has exercised any
portion of the Additional Investment Rights, but on or before the third
anniversary of the date of the Main Agreement (or, if later, the end of the
Additional Investment Term), the Issuer shall:

     (a)  deliver to the Holder a written notice within five (5) Business Days
          of each Restatement, stating the date on which a Restatement has
          occurred and including the documents in which the Restatement was
          publicly disclosed;

                                        8

<PAGE>

     (b)  issue to the Holder, within three (3) Business Days of the date that
          the Holder delivers a written notice to the Issuer electing one of the
          time periods specified in clause (x) or (y) of subsection (d)(i)
          below, an additional number of shares of Common Stock, if any, equal
          to the aggregate of the positive differences, with respect to each
          Additional Investment Notice delivered by the Holder before the
          Restatement Date, between (i) the quotient of (A) the Designated
          Additional Investment set forth in such Additional Investment Notice
          delivered by the Holder to the Issuer prior to the Restatement Date
          divided by (B) the Restatement Price and (ii) the number of shares of
          Common Stock issued by the Issuer pursuant to such Additional
          Investment Notice, with appropriate adjustments made to such
          calculation if such Additional Investment Notice was satisfied by Net
          Basis Settlement.

     (c)  "Restatement" means that the Issuer restates or announces its
          intention to restate any portion of its Additional Investment Closing
          Date Financial Statements, except (i) as is required as a result of a
          change occurring after the date of the Main Agreement in applicable
          law or GAAP, which change is implemented by the Issuer in the manner
          and at the time prescribed by such law or such generally accepted
          accounting principle and (ii) for pro forma financial statements filed
          with the SEC in connection with an acquisition, which restatement
          relates primarily to the financial statements of the acquired company
          for the period prior to the effective date of such acquisition.

     (d)  "Restatement Price" means:

          (i)  the Prevailing Price on either of the following dates, in the
               sole discretion of the Holder: (x) any date (as elected by the
               Holder) during the forty (40) Business Days after and excluding
               the related Restatement Date or (y) any date (as elected by the
               Holder) during the forty (40) Business Days after and excluding
               any date on which the Issuer files restated financial statements
               with the SEC with respect to such Restatement (such amount, the
               "New Price"), minus

          (ii) if the New Price is less than the Initial Purchase Price, two
               dollars ($2.00).

                                        9

<PAGE>

     (e)  "Additional Investment Closing Date Financial Statements" means all
          financial statements (including the notes thereto) and earnings
          releases filed by the Issuer with (or furnished by the Issuer to) the
          SEC or publicly announced by the Issuer on or before the most recent
          Additional Investment Closing Date.

     (f)  "Restatement Date" means, at the option of and pursuant to the
          determination of the Holder (as designated in a notice from the Holder
          to the Issuer), any date on which a Restatement occurs (including,
          with respect to any Restatement, the date of an announcement by the
          Issuer of its intention to restate any portion of its Additional
          Investment Closing Date Financial Statements or the date on which is
          filed an amended Form 10-K, amended Form 10-Q or Form 8-K or issuance
          of a press release in respect of the matters described in such
          announcement or the date on which such Restatement is filed with the
          SEC).

8. Lost or Stolen Certificate. In case this Certificate shall be mutilated,
lost, stolen or destroyed, the Issuer may in its discretion issue in exchange
and substitution for and upon cancellation of the mutilated Certificate, or in
lieu of and substitution for the Certificate lost, stolen or destroyed, a new
Certificate of like tenor, but only upon receipt of evidence reasonably
satisfactory to the Issuer of such loss, theft or destruction of such
Certificate and indemnity, if requested, reasonably satisfactory to the Issuer.
Applicants for a substitute Certificate shall also comply with such other
reasonable regulations and pay such other reasonable charges as the Issuer may
prescribe.

9. Additional Investment Agent. The Issuer (and any successor) shall serve as
agent for the Additional Investment Rights (the "Additional Investment Agent")
under this Certificate and shall at all times maintain a register (the
"Additional Investment Register") of the holders of the Additional Investment
Rights.

        This Certificate shall not be valid unless signed by the Issuer.

                  [Remainder of Page Left Blank Intentionally]

                                       10

<PAGE>

     IN WITNESS WHEREOF, Euronet Worldwide, Inc., has caused this Certificate of
Additional Investment Rights to be signed by its duly authorized officer.

Dated: November 21, 2003

                                             EURONET WORLDWIDE, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

                                       11

<PAGE>
                                                                       EXHIBIT 1

                     [FORM OF ADDITIONAL INVESTMENT NOTICE]

         (To Be Executed Upon Exercise Of Additional Investment Rights)

                                             [DATE]

Euronet Worldwide, Inc.
[     ]
 -----
[     ]
 -----
Attention: Chief Financial Officer

     Re: Exercise of Additional Investment Rights

Ladies and Gentlemen:

     The undersigned is the registered holder of a certificate (the
"Certificate") evidencing the above-referenced Additional Investment Rights (the
"Additional Investment Rights") issued by Euronet Worldwide, Inc. (the "Issuer")
and hereby elects to exercise the Additional Investment Rights to purchase
       shares of Common Stock (as defined in the Certificate) [cash exercise:
------
and shall deliver on the Additional Investment Closing Date (as defined in the
Certificate) via wire transfer of immediately available funds] [cashless
exercise: and, pursuant to Section 1.3(b) of the Certificate shall be deemed to
have tendered] $             (the "Designated Additional Investment") in
                ------------
exchange for such shares of Common Stock in accordance with the terms of such
Certificate and the Main Agreement (as defined in the Certificate).

     In accordance with the terms of the attached Certificate, the undersigned
requests that certificates for such shares be registered in the name of and
delivered to the undersigned at the following address:

                                  [TO BE ADDED]

     The undersigned will deliver the original Certificate no later than the
second (2nd) Business Day after and excluding the date of this notice.

                                      1-12

<PAGE>

     [If the Additional Investment Amount specified above is less than the total
Additional Investment Amount remaining under the Certificate, insert the
following -- The undersigned requests that a new Certificate substantially
identical to the attached Certificate be issued to the undersigned evidencing
Additional Investment Rights equal to the Additional Investment Amount called
for on the face of the current Certificate (adjusted pursuant to the terms of
the Certificate or the Main Agreement (including, without limitation, Section
4(f) thereof), if applicable) minus an amount equal to the Designated Additional
Investment.]

                                             FLETCHER INTERNATIONAL, LTD., by
                                             its duly authorized investment
                                             advisor,
                                             FLETCHER ASSET MANAGEMENT, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

                                      1-13

<PAGE>

                                                                       Exhibit 2

                 [FORM OF ADDITIONAL INVESTMENT DELIVERY NOTICE]

                                     [DATE]

Fletcher International, Ltd.
c/o Fletcher Asset Management, Inc.
22 East 67th Street
New York, NY 10021
Attn: Peter Zayfert
Telephone: (212) 284-4800
Facsimile: (212) 284-4801

Ladies and Gentlemen:

     Reference is made to the Agreement (the "Main Agreement") dated as of
November [  ], 2003 by and between Euronet Worldwide, Inc. ("Euronet") and
          --
Fletcher International, Ltd. ("Fletcher"). Capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Main Agreement.

     This notice confirms that Additional Investment Rights have been exercised
by Fletcher with respect to an Designated Additional Investment (as designated
in the Additional Investment Notice) of $          , requiring delivery by
                                         ----------
Euronet to Fletcher of          shares of Common Stock. Attached are copies of
                       --------
the front and back of the      original stock certificates, each representing
                          ----
       shares of Common Stock, together with a copy of the overnight courier air
------
bill which will be used to ship such stock certificates. [If the Additional
Investment Rights are exercised in part: Also attached is a reissued
Certificate, as provided in Section 1.4(b) of the Certificate.] We will send the
original stock certificates by overnight courier to the following address:

                          Fletcher International, Ltd.
                          [ADDRESS SPECIFIED IN
                          ADDITIONAL INVESTMENT NOTICE]

                                             EURONET WORLDWIDE, INC.


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

                                      2-14