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                                                                    EXHIBIT 10.1

                                    AGREEMENT

          This Agreement (this "Agreement") dated as of November 20, 2003 is
entered into by and between Euronet Worldwide, Inc., a corporation organized
under the laws of Delaware (together with its successors, "Euronet"), and
Fletcher International, Ltd., a company organized under the laws of Bermuda
(together with its successors, "Fletcher").

          The parties hereto agree as follows:

1. Purchase and Sale. In consideration of and upon the basis of the
representations, warranties and agreements and subject to the terms and
conditions set forth in this Agreement:

     (a)  Fletcher agrees to purchase from Euronet, and Euronet agrees to sell
          to Fletcher on the Closing Date (as defined below), in accordance with
          Section 2 below, one million, one hundred thirty-one thousand, three
          hundred and sixty-three (1,131,363) shares (the "Initial Shares") of
          Euronet's common stock, par value $.02 per share (together with the
          associated preferred stock purchase rights under the Rights Agreement
          dated March 21, 2003 (the "Rights Agreement") between Euronet and
          EquiServe Trust Company, N.A., as Rights Agent, the "Common Stock"),
          at a price per share equal to the sum of the Agreement Date Price plus
          two dollars ($2.00) (the "Initial Purchase Price"), or twenty million
          dollars ($20,000,000) in the aggregate (the "Initial Investment"). The
          "Agreement Date Price" means $15.6778.

     (b)  In addition, Euronet shall issue to Fletcher on the Closing Date a
          certificate in the form attached hereto as Annex A (the "Certificate")
          evidencing rights (the "Additional Investment Rights") to purchase
          from time to time additional shares of Common Stock at the Additional
          Investment Price (as defined in the Certificate) up to an aggregate
          purchase price of sixteen million dollars ($16,000,000) (subject to
          the adjustments contained in the Certificate and this Agreement, the
          "Additional Investment Amount"). Fletcher shall have the right to
          exercise the Additional Investment Rights in the manner, and subject
          to the terms, specified in this Agreement and in the Certificate.

     (c)  The closing (the "Closing") of the transactions contemplated hereby
          shall occur on November 21, 2003, or at such other date and time as
          Fletcher and Euronet shall mutually agree (such date, the "Closing
          Date").

     (d)  As used herein, the term "Common Shares" means all shares of Common
          Stock issued and/or issuable under any provision of this Agreement or
          any provision of the Certificate; the term "Investment Securities"
          means the Additional Investment Rights and all Common Shares; the term
          "Person" means an individual, corporation, partnership, limited
          liability company, joint venture, association,

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          trust, unincorporated organization or other entity; the term "Business
          Day" means any day on which the Common Stock may be traded on the
          Nasdaq, or, if not admitted for trading on the Nasdaq, any day other
          than a Saturday, Sunday or holiday on which banks in New York City are
          required or permitted to be closed; and the term "Nasdaq" means the
          Nasdaq National Market, provided, however, that if the Nasdaq National
          Market is not then the principal U.S. trading market for the Common
          Stock, then "Nasdaq" shall be deemed to mean the principal U.S.
          national securities exchange (as defined in the Securities Exchange
          Act of 1934, as amended (the "Exchange Act")) on which the Common
          Stock is then traded, or if such Common Stock is not then listed or
          admitted to trading on any national securities exchange but is
          designated as a Nasdaq SmallCap Market Security by the National
          Association of Securities Dealers, Inc. ("NASD"), then such market
          system, or if such Common Stock is not listed or quoted on any of the
          foregoing, then the OTC Bulletin Board.

2. Closing. The Closing shall take place initially via facsimile on the Closing
Date in the manner set forth below; provided that original certificates
representing the Investment Securities sold and purchased on the Closing Date
shall be delivered via Federal Express or other reputable overnight carrier no
later than the Business Day after and excluding the Closing Date to the address
below, unless Fletcher otherwise instructs in writing:

          Lehman Brothers, Inc.
          Attn: Joshua Kurek
          745 Seventh Avenue, 2nd Floor
          New York, NY 10019
          Telephone: 212-526-9040

     At the Closing, the following deliveries shall be made:

     (a)  Common Stock and Certificate of Additional Investment Rights. Euronet
          shall issue and deliver to Fletcher (i) eleven (11) stock
          certificates, each representing one hundred thousand (100,000) shares
          of Common Stock, and one (1) stock certificate representing thirty-one
          thousand, three hundred and sixty-three (31,363) shares of Common
          Stock, and (ii) one (1) Certificate, each duly executed by Euronet in
          definitive form and duly registered on the books of Euronet in the
          name of Fletcher International, Ltd., unless otherwise instructed by
          Fletcher in writing.

     (b)  Purchase Price. Fletcher shall cause to be wire transferred to
          Euronet, in accordance with the instructions set forth in Section 18,
          the aggregate purchase price for the Initial Shares and the Additional
          Investment Rights of twenty million dollars ($20,000,000) in
          immediately available United States funds.

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     (c)  Closing Documents. The closing documents required by Sections 12 and
          13 shall be delivered to Fletcher and Euronet, respectively.

     (d)  Delivery Notice. An executed copy of the delivery notice in the form
          attached hereto as Annex B shall be delivered to Fletcher.

The deliveries specified in this Section 2 shall be deemed to occur
simultaneously as part of a single transaction, and no delivery shall be deemed
to have been made until all such deliveries have been made.

3. Representations and Warranties of Euronet. Euronet hereby represents and
warrants to Fletcher, unless the representation speaks of as of a certain date,
as of the date hereof and on the Closing Date and on each Additional Investment
Closing Date (as defined in the Certificate), as follows:

     (a)  Organization. Each of Euronet and its subsidiaries has been duly
          incorporated and is validly existing in good standing under the laws
          of the jurisdiction of its organization. Each of Euronet and its
          subsidiaries is duly qualified and authorized to do business and is in
          good standing as foreign corporations in all jurisdictions in which
          the nature of their activities and of their properties (both owned and
          leased) makes such qualification necessary, except for those
          jurisdictions in which failure to do so would not, individually or in
          the aggregate, be reasonably expected to have a material adverse
          effect on (i) the business affairs, financial condition, assets,
          results of operations or prospects of Euronet and its subsidiaries,
          taken as a whole, or (ii) the transactions contemplated by, or
          Euronet's ability to perform under, this Agreement or the Certificate
          (a "Material Adverse Effect").

     (b)  Authorization. The execution, delivery and performance of this
          Agreement and the Certificate by Euronet (including the authorization,
          sale, issuance and delivery of the Investment Securities) have been
          duly authorized by all requisite corporate action and no further
          consent or authorization of Euronet, its Board of Directors or its
          stockholders is required. In addition, Euronet has taken all action so
          that the execution of this Agreement and the Certificate and the
          consummation of the transactions contemplated hereby (including,
          without limitation, the exercise of the Additional Investment Rights)
          do not and (after taking all actions required pursuant to Section 8(i)
          hereof) will not result in the grant of any rights to any Person under
          the Rights Agreement (other than the sale of the preferred stock
          purchase rights attached to the Common Stock sold hereunder and under
          the Additional Investment Rights) or enable, require or cause the
          rights under the Rights Agreement to be exercised, distributed or
          triggered.

     (c)  Execution; Binding Agreement. This Agreement has been duly executed
          and delivered by Euronet and, when this Agreement is duly authorized,
          executed and

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          delivered by Fletcher, will be a valid and binding agreement
          enforceable against Euronet in accordance with its terms, subject to
          bankruptcy, insolvency, reorganization, moratorium and similar laws of
          general applicability relating to or affecting creditors' rights
          generally and to general principles of equity.

     (d)  Corporate Power and Authority. Euronet has full corporate power and
          authority necessary to (i) execute and deliver this Agreement, (ii)
          perform its obligations hereunder and under the Certificate
          (including, but not limited to, the issuance of the Investment
          Securities), (iii) own and operate its properties and assets and (iv)
          carry on its business as presently conducted and as proposed to be
          conducted.

     (e)  Required Consents. No consent, approval, authorization or order of any
          court, governmental agency or other body is required for execution and
          delivery by Euronet of this Agreement or the performance by Euronet of
          any of its obligations hereunder and under the Certificate other than
          such as may already have been received, other than the approval of the
          United States Securities and Exchange Commission (the "SEC") of the
          Registration Statement to be filed pursuant to the terms hereof.

     (f)  Non-contravention. Neither the execution and delivery by Euronet of
          this Agreement nor the performance by Euronet of any of its
          obligations hereunder and under the Certificate:

          (i)  violates, conflicts with, results in a breach of, or constitutes
               a default (or an event which with the giving of notice or the
               lapse of time or both would be reasonably likely to constitute a
               default) or creates any rights in respect of any Person under (A)
               the certificates of incorporation or bylaws (or similar
               organizational documents) of Euronet or any of its subsidiaries,
               (B) any decree, judgment, order, law, treaty, rule, regulation or
               determination of any court, governmental agency or body, or
               arbitrator having jurisdiction over Euronet or any of its
               subsidiaries or any of their respective properties or assets, (C)
               the terms of any bond, debenture, indenture, credit agreement,
               note or any other evidence of indebtedness, or any agreement,
               stock option or other similar plan, lease, mortgage, deed of
               trust or other instrument to which Euronet or any of its
               subsidiaries is a party, by which Euronet or any of its
               subsidiaries is bound, or to which any of the properties or
               assets of Euronet or any of its subsidiaries is subject, (D) the
               terms of any "lock-up" or similar provision of any underwriting
               or similar agreement to which Euronet or any of its subsidiaries
               is a party or (E) any rule or regulation of the NASD or the
               Nasdaq or any rule or regulation of the markets where Euronet's
               securities are publicly traded or quoted applicable to Euronet or
               the transactions contemplated hereby;

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          (ii) results in the creation or imposition of any lien, charge or
               encumbrance upon any Investment Securities or upon any of the
               properties or assets of Euronet or any of its subsidiaries; or

          (iii) will be subject to any preemptive right or rights of first
               refusal that have not been properly waived or complied with.

     (g)  Capitalization. Immediately prior to the Closing Date, the authorized
          capital stock of Euronet consisted of 60,000,000 shares of Common
          Stock and 10,000,000 shares of preferred stock, par value $.02 per
          share (the "Preferred Stock"). Immediately prior to the Closing Date,
          (A) 26,970,580 shares of Common Stock and no shares of Preferred Stock
          were issued and outstanding, (B) 6,734,598 shares of Common Stock are
          currently reserved and subject to issuance upon the exercise of
          outstanding stock options, warrants or other convertible rights, (C)
          192,607 shares of Common Stock are held in the treasury of Euronet,
          (D) up to 90,825 additional shares of Common Stock may be issued under
          the 1996, 1998 and 2002 Stock Incentive Plans (the "Benefit Plans"),
          and (E) up to 435,036 shares of Common Stock may be issued under the
          Euronet 2003 Employee Stock Purchase Plan. All of the outstanding
          shares of Common Stock are, and all shares of capital stock which may
          be issued pursuant to stock options, warrants or other convertible
          rights will be, when issued and paid for in accordance with the
          respective terms thereof, duly authorized, validly issued, fully paid
          and non-assessable, free of any preemptive rights in respect thereof
          and issued in material compliance with all applicable state and
          federal laws concerning the issuance of securities. As of the date
          hereof, except as set forth above or on Schedule 3(g) attached hereto,
          and except for shares of Common Stock or other securities issued upon
          conversion, exchange, exercise or purchase associated with the
          securities, options, warrants, rights and other instruments referenced
          above, no shares of capital stock or other voting securities of
          Euronet were outstanding, no equity equivalents, interests in the
          ownership or earnings of Euronet or other similar rights were
          outstanding, and there were no existing options, warrants, calls,
          subscriptions or other rights or agreements or commitments relating to
          the capital stock of Euronet or any of its subsidiaries or obligating
          Euronet or any of its subsidiaries to issue, transfer, sell or redeem
          any shares of capital stock, or other equity interest in, Euronet or
          any of its subsidiaries or obligating Euronet or any of its
          subsidiaries to grant, extend or enter into any such option, warrant,
          call, subscription or other right, agreement or commitment. Attached
          hereto as Schedule 3(g) is a complete and correct list as of the date
          of this Agreement of all outstanding options, warrants, calls,
          subscriptions and other rights or agreements or commitments relating
          to the issuance of additional shares of capital stock of Euronet and
          with respect to each a description of the number and class of
          securities and the exercise price thereof; provided that with respect
          to options or shares issued or issuable under the Benefit Plans, such

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          schedule shall summarize the total number of shares subject to, the
          range of exercise prices under and the average exercise prices of such
          options, warrants, calls, or other rights issued under the Benefit
          Plans.

     (h)  Shares Reserved; Issuance of Investment Securities. As of the date
          hereof, Euronet has validly reserved one million, one hundred
          thirty-one thousand, three hundred and sixty-three (1,131,363) shares
          of Common Stock for issuance to Fletcher as the Initial Shares and two
          million, nine hundred and eleven thousand, five hundred twenty-six
          (2,911,526) shares of Common Stock for issuance upon exercise of the
          Additional Investment Rights. When issued to Fletcher against payment
          therefor, as provided in the Agreement or the Certificate, each Common
          Share:

          (i)  will have been duly and validly authorized, duly and validly
               issued, fully paid and non-assessable;

          (ii) will be free and clear of any security interests, liens, claims
               or other encumbrances; and

          (iii) will not have been issued or sold in violation of any preemptive
               or other similar rights of the holders of any securities of
               Euronet.

     (i)  Registration and Listing of Common Stock. The Common Stock is
          registered pursuant to Section 12(g) of the Exchange Act and Euronet
          satisfies all listing and maintenance criteria of the Nasdaq. To
          Euronet's knowledge, Euronet has taken no action that would be likely
          to, and is aware of no present set of facts or circumstances as of the
          date hereof that would (with the passage of time or the giving of
          notice or both or neither), cause (i) the termination of the
          registration of the Common Stock under the Exchange Act or (ii) the
          delisting of the Common Stock from the Nasdaq.

     (j)  SEC Filings. Euronet has filed in a timely manner all forms, reports
          or other documents that Euronet was required to file under the
          Securities Act of 1933, as amended (the "Securities Act"), or under
          Section 13(a) or 15(d) of the Exchange Act (each an "SEC Filing")
          during the 12 months preceding the date hereof. Since September 30,
          2000, each of Euronet's SEC Filings, including the financial
          statements and schedules of Euronet and results of Euronet's
          operations and cash flow contained therein, complied in all material
          respects with the SEC's requirements as of their respective filing
          dates and did not contain any untrue statement of a material fact or
          omit to state any material fact necessary in order to make the
          statements, in the light of the circumstances under which they were
          made, not misleading. As of the date hereof and as of the Closing
          Date, Euronet's SEC Filings made before and excluding the date hereof
          fully disclose all material information concerning Euronet and its
          subsidiaries (other than the existence and

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          terms of this Agreement, and other than as disclosed by Euronet to
          Fletcher pursuant to the Nondisclosure Agreement by and between
          Euronet and Fletcher dated as of November 19, 2003 (the "Nondisclosure
          Agreement")). Fletcher acknowledges that the existence and terms of
          this Agreement will not be publicly disclosed prior to the
          distribution of the press release, and the filing by Euronet of the
          report on Form 8-K, referenced in Section 8(c) hereof.

     (k)  Legal Proceedings. Since January 1, 2003 through the Closing Date,
          there has not been any pending, or to the best knowledge of Euronet,
          threatened action, suit, proceeding or investigation before any court,
          governmental agency or body, or arbitrator having jurisdiction over
          Euronet or any of its subsidiaries or any of its affiliates that could
          cause a Material Adverse Effect, except as disclosed in Euronet's SEC
          Filings on or before the date immediately prior to and excluding the
          date hereof.

     (l)  Material Adverse Effect. Since the date of Euronet's most recent SEC
          Filing through the Closing Date, there has not been, and Euronet is
          not aware of, (i) any development or condition that has resulted, or
          is reasonably likely to result, in a Material Adverse Effect, (ii) any
          obligation, direct or contingent, that is material to Euronet or its
          subsidiaries on a consolidated basis, incurred by Euronet or any of
          its subsidiaries, except obligations incurred in the ordinary course
          of business and except as disclosed by Euronet to Fletcher pursuant to
          the Nondisclosure Agreement, (iii) any dividend or distribution of any
          kind declared, paid or made on the capital stock of Euronet, or (iv)
          any loss or damage (whether or not insured) to the physical property
          of Euronet or any of its subsidiaries which has been sustained which
          has resulted, or is reasonably likely to result in, a Material Adverse
          Effect.

     (m)  Financial Statements. The consolidated financial statements of Euronet
          and the related notes contained in Euronet's SEC Filings present
          fairly, in accordance with United States generally accepted accounting
          principles ("GAAP"), the financial position of Euronet and its
          subsidiaries as of the dates indicated, and the results of its
          operations and cash flows for the periods therein specified. Such
          financial statements (including the related notes) have been prepared
          in accordance with U.S. GAAP applied on a consistent basis throughout
          the periods therein specified, except as disclosed in Euronet's SEC
          Filings.

     (n)  Exemption from Registration. The offer and sale of the Investment
          Securities to Fletcher pursuant to this Agreement will, subject to the
          accuracy of Fletcher's representations and warranties contained in
          Section 6 hereof and Fletcher's compliance with the applicable
          covenants and agreements contained in Section 10 hereof, be made in
          accordance with an exemption from the registration requirements of the
          Securities Act and any applicable state law. Neither Euronet nor any
          agent on its behalf has solicited or will solicit any offers to buy or
          has

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          offered to sell or will offer to sell all or any part of the
          Investment Securities or any other securities to any Person or Persons
          so as to bring the sale of Investment Securities by Euronet to
          Fletcher within the registration provisions of the Securities Act.

     (o)  Solvency. The sum of the assets of Euronet, both at a fair valuation
          and at present fair salable value, exceeds its liabilities, including
          contingent liabilities, and Euronet has sufficient capital with which
          to conduct its business as presently conducted and as proposed to be
          conducted. Euronet has not incurred debt, and does not intend to incur
          debt, beyond its ability to pay such debt as it matures. For purposes
          of this paragraph, "debt" means any liability on a claim, and "claim"
          means (x) a right to payment, whether or not such right is reduced to
          judgment, liquidated, unliquidated, fixed, contingent, matured,
          unmatured, disputed, undisputed, legal, equitable, secured, or
          unsecured, or (y) a right to an equitable remedy for breach of
          performance if such breach gives rise to a payment, whether or not
          such right to an equitable remedy is reduced to judgment, fixed,
          contingent, matured, unmatured, disputed, undisputed, secured, or
          unsecured. With respect to any such contingent liabilities, such
          liabilities are computed at the amount which, in light of all the
          facts and circumstances existing at the time, represents the amount
          which can reasonably be expected to become an actual or matured
          liability.

     (p)  Non-Public Information. Fletcher has not requested from Euronet and,
          other than as disclosed by Euronet to Fletcher pursuant to the
          Nondisclosure Agreement, Euronet has not furnished to Fletcher, any
          material non-public information concerning Euronet or its
          subsidiaries.

     (q)  Equivalent Value. As of the Closing Date, the consideration that
          Euronet is receiving from Fletcher is equivalent in value to the
          consideration Fletcher is receiving from Euronet pursuant to this
          Agreement; provided, however, that Euronet does not hereby provide any
          warranty or guarantee of the value of the Investment Securities. As of
          the Closing Date, under the terms of this Agreement, Euronet is
          receiving fair consideration from Fletcher for the agreements,
          covenants, representations and warranties made by Euronet to Fletcher.

     (r)  Manipulation of Stock Price. Neither Euronet nor any of its
          subsidiaries has taken, nor will they take, in violation of applicable
          law, any action outside the ordinary course of business designed to or
          that might reasonably be expected to cause or result in unlawful
          manipulation of the price of the Common Stock to facilitate the sale
          or resale of the Common Shares.

     (s)  Accountants; Audited Financials. KPMG Polska Sp. z o.o., who expressed
          their opinion with respect to the consolidated financial statements
          incorporated by reference from Euronet's Annual Report on Form 10-K
          for the year ended

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          December 31, 2002, are independent accountants as required by the
          Securities Act and the rules and regulations promulgated thereunder.
          On the date of this Agreement, Euronet has delivered a true, correct
          and complete copy of (i) the report of KPMG Polska Sp. z o.o. to the
          board of directors and stockholders of Euronet, dated February 7, 2003
          (except Note 29, which is dated February 19, 2003), together with the
          consolidated balance sheets, consolidated statements of operations and
          comprehensive (loss)/income, changes in stockholders' equity/(deficit)
          and cash flows for each of the fiscal years in the three-year period
          ended December 31, 2002, as such report appears in Euronet's Annual
          Report on Form 10-K for the fiscal year ended December 31, 2002 (the
          "Audit Report"), and (ii) the written consent of KPMG Polska Sp. z
          o.o. to the delivery of the Audit Report to Fletcher.

     (t)  Investment Company. Euronet is not an "investment company" or an
          entity "controlled" by an "investment company", within the meaning of
          the Investment Company Act of 1940, as amended.

4. Registration Provisions.

     (a)  Euronet shall as soon as practicable and at its own expense, but in no
          event later than December 21, 2003, file a Registration Statement (as
          defined below) under the Securities Act covering the resale of all of
          the Common Shares and shall use its best efforts to cause such
          Registration Statement to be declared effective as soon as
          practicable, but not later than February 18, 2004 (or, in the event
          that the SEC elects to review such Registration Statement, March 19,
          2004) (such date, as the case may be, the "Required Registration
          Date"). The obligations to have the Registration Statement declared
          effective and to maintain such effectiveness with respect to at least
          the Registrable Number (as defined below) as provided in this Section
          4 (subject to any Blackout Period that does not constitute a Blackout
          Violation, in each case, as defined below) are referred to herein as
          the "Registration Requirement." Pursuant to the preceding sentence,
          Euronet shall initially register pursuant to such Registration
          Statement four million, forty-two thousand, eight hundred and
          eighty-nine (4,042,889) shares of Common Stock, representing fourteen
          and ninety-nine one-hundredths percent (14.99%) of the shares of
          Common Stock outstanding as of the date of this Agreement before the
          issuance of the Initial Shares (the "Original Number").

     (b)  Each Common Share is a "Covered Security" and the registration
          statement filed or required to be filed under the Securities Act in
          accordance with Section 4(a) hereof, together with all amendments and
          supplements thereto and any replacement registration statement with
          respect to the Covered Securities, is referred to as the "Registration
          Statement." Euronet shall provide prompt written notice to Fletcher
          when the Registration Statement has been declared effective by the
          SEC.

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     (c)  Euronet will use its best efforts to: (i) keep the Registration
          Statement effective until the earlier of (A) the later of (1) the
          second anniversary of the issuance of the last Covered Security that
          may be issued, or (2) such time as all of the Covered Securities
          issued or issuable to Fletcher can be sold by Fletcher or any of its
          affiliates within a three-month period without compliance with the
          registration requirements of the Securities Act pursuant to Rule 144
          under the Securities Act ("Rule 144") or (B) the date all of the
          Covered Securities issued or issuable shall have been sold by Fletcher
          and its affiliates (such later period, the "Registration Period");
          (ii) prepare and file with the SEC such amendments and supplements to
          the Registration Statement and the prospectus used in connection with
          the Registration Statement (as so amended and supplemented from time
          to time, the "Prospectus") as may be necessary to comply with the
          provisions of the Securities Act with respect to the disposition of
          all Covered Securities by Fletcher or any of its affiliates; (iii)
          furnish such number of Prospectuses and other documents incident
          thereto, including any amendment of or supplement to the Prospectus,
          as Fletcher from time to time may reasonably request; (iv) cause all
          Covered Securities to be listed on each securities exchange and quoted
          on each quotation service on which similar securities issued by
          Euronet are then listed or quoted; (v) provide a transfer agent and
          registrar for all Covered Securities and a CUSIP number for all
          Covered Securities; (vi) otherwise comply with all applicable rules
          and regulations of the SEC, the Nasdaq and any other exchange or
          quotation service on which the Covered Securities are obligated to be
          listed or quoted under this Agreement; and (vii) file the documents
          required of Euronet and otherwise obtain and maintain requisite blue
          sky clearance in (x) New York and all other jurisdictions in which any
          of the Covered Securities were originally sold and (y) all other
          states specified in writing by Fletcher, provided, however, that as to
          this clause (y), Euronet shall not be required to qualify to do
          business or consent to service of process in any state in which it is
          not now so qualified or has not so consented. Fletcher shall have the
          right to approve the description of the selling stockholder, plan of
          distribution and all other references to Fletcher and its affiliates
          contained in any Registration Statement and any Prospectus; provided,
          however, that Fletcher shall approve, or modify to Fletcher's
          reasonable satisfaction, such descriptions and references within two
          (2) Business Days after and excluding the date on which Fletcher is
          provided with the final forms of such descriptions and references, and
          if such approval or modification is not given to Euronet within such
          two (2) Business Day period, Fletcher shall be deemed to have given
          its approval.

     (d)  Euronet shall furnish to Fletcher upon request a reasonable number of
          copies of a supplement to or an amendment of any Prospectus as may be
          necessary in order to facilitate the public sale or other disposition
          of all or any of the Covered Securities by Fletcher or any of its
          affiliates pursuant to the Registration Statement.

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     (e)  With a view to making available to Fletcher and its affiliates the
          benefits of Rule 144 and Form S-3 under the Securities Act, Euronet
          covenants and agrees to: (i) make and keep available adequate current
          public information (within the meaning of Rule 144(c)) concerning
          Euronet during the Registration Period; and (ii) furnish to Fletcher
          upon request, as long as Fletcher owns any Covered Securities, (A) a
          written statement by Euronet that it has complied with the reporting
          requirements of the Securities Act and the Exchange Act, (B) a copy of
          the most recent annual or quarterly report of Euronet and (C) such
          other information as may be reasonably requested in order to avail
          Fletcher and its affiliates of Rule 144 or Form S-3 with respect to
          such Covered Securities.

     (f)  Notwithstanding anything else in this Section 4, if, at any time
          during which a Prospectus is required to be delivered in connection
          with the sale of any Covered Security, Euronet determines in good
          faith and upon advice of counsel that a development has occurred or a
          condition exists as a result of which the Registration Statement or
          the Prospectus contains a material misstatement or omission, or that a
          material transaction in which Euronet is engaged or proposes to engage
          would require an immediate amendment to the Registration Statement, a
          supplement to the Prospectus or a filing under the Exchange Act or
          other public disclosure of material information and the disclosure of
          such transaction would be premature or injurious to the consummation
          of the transaction, Euronet will promptly notify Fletcher thereof by
          telephone and in writing. Upon receipt of such notification, Fletcher
          and its affiliates will immediately suspend all offers and sales of
          any Covered Security pursuant to the Registration Statement. In such
          event, Euronet will amend or supplement the Registration Statement and
          the Prospectus or make such filings or public disclosures as promptly
          as practicable and will use its best efforts to take such other steps
          as may be required to permit sales of the Covered Securities
          thereunder by Fletcher and its affiliates in accordance with
          applicable federal and state securities laws. Euronet will promptly
          notify Fletcher after it has determined in good faith that such sales
          have become permissible in such manner and will promptly deliver
          copies of the Registration Statement and the Prospectus (as so amended
          or supplemented, if applicable) to Fletcher in accordance with
          paragraphs (c) and (d) of this Section 4. Notwithstanding the
          foregoing, (i) under no circumstances shall Euronet be entitled to
          exercise its right to suspend sales of any Covered Securities pursuant
          to the Registration Statement more than twice in any twelve (12)-month
          period, (ii) the period during which such sales may be suspended
          (each, a "Blackout Period") shall not exceed thirty (30) days and
          (iii) no Blackout Period may commence less than thirty (30) days after
          the end of the preceding Blackout Period. If the Registration
          Requirement is not satisfied at any time, or if any Blackout Period
          shall exceed the duration or frequency limits set forth in clause (i),
          (ii) or (iii) (a "Blackout Violation"), then for each month or portion
          thereof in which the Registration Requirement is not satisfied or a
          Blackout Violation occurs or

                                       11

<PAGE>

          continues, the Additional Investment Amount shall be increased by an
          amount equal to five percent (5%) of the Initial Investment, which
          increase shall be simple until two (2) months after the Required
          Registration Date and shall be compounded monthly from and after the
          third (3rd) month following the Required Registration Date, and the
          Additional Investment Rights evidenced by the Certificate shall
          therefore become exercisable for additional shares of Common Stock at
          the Additional Investment Price (as defined in the Certificate) up to
          such amount. The provisions of this section shall be in addition to
          any other remedies that may be available to Fletcher under law or
          under this Agreement or the Certificate.

     (g)  Promptly after the commencement of a Blackout Period pursuant to this
          Section 4, Fletcher will notify Euronet of any contract to sell,
          assign, deliver or otherwise transfer any Covered Security (each a
          "Sales Contract") that Fletcher or any of its affiliates has entered
          into prior to the commencement of such Blackout Period and that would
          require delivery of such Covered Securities during such Blackout
          Period, which notice will contain the aggregate sale price and
          quantity of Covered Securities pursuant to such Sales Contract. Within
          two (2) Business Days of receipt of such notice, Euronet will notify
          Fletcher of its election either to (i) terminate the Blackout Period
          and, as promptly as practicable, amend or supplement the Registration
          Statement or the Prospectus in order to correct the material
          misstatement or omission and deliver to Fletcher copies of such
          amended or supplemented Registration Statement and Prospectus in
          accordance with paragraphs (c) and (d) of this Section 4, or (ii)
          continue the Blackout Period in accordance with this paragraph. If
          Euronet elects to continue the Blackout Period (or Euronet elects to
          terminate the Blackout Period, but the Blackout Period is not
          terminated before the latest date that Fletcher may consummate the
          transaction contemplated by the Sales Contract), and if Fletcher or
          any of its affiliates are therefore unable to consummate the sale of
          Covered Securities pursuant to the Sales Contract (such unsold Covered
          Securities being the "Unsold Securities"), Euronet will promptly
          indemnify each Fletcher Indemnified Party (as such term is defined in
          Section 16(a) below) against any Proceeding (as such term is defined
          in Section 16(a) below) that each Fletcher Indemnified Party may incur
          arising out of or in connection with Fletcher's breach or alleged
          breach of any such Sales Contract, and Euronet shall reimburse each
          Fletcher Indemnified Party for any reasonable costs or expenses
          (including reasonable legal fees) incurred by such party in
          investigating or defending any such Proceeding. The purpose of the
          indemnities set forth in this Section 4(g) shall be to make the
          Fletcher Indemnified Parties whole for all losses, costs and expenses
          related to such Blackout Period, and the calculation of any
          indemnification payment under this Section 4(g) shall take into
          account all relevant factors, including (i) any cash payment made to
          any Person to terminate or modify such Sales Contract, (ii) the cost
          of covering by purchasing or borrowing Common Stock or other
          securities to

                                       12

<PAGE>

          deliver pursuant to such Sales Contract, (iii) the expected net
          benefit to Fletcher of delivering the Unsold Securities pursuant to
          the Sales Contract and (iv) Fletcher's mitigation of losses resulting
          from sales of the Unsold Securities after the Blackout Period. If
          Euronet elects to terminate the Blackout Period, Fletcher shall use
          reasonable efforts to extend the consummation date of such Sales
          Contract until after such Blackout Period ends; provided, however,
          that Fletcher shall not be required to take any action with respect to
          such Sales Contract that would have a negative financial effect on
          Fletcher.

     (h)  If the Registration Requirement is not satisfied at any point in time
          during the Registration Period, or if a Blackout Violation occurs,
          then the Additional Investment Term (as defined in the Certificate)
          shall be extended by one day for each day (or portion thereof) that
          the Registration Requirement shall not have been satisfied or the
          Blackout Violation shall exist, as the case may be. In each instance
          in which the Additional Investment Amount is increased pursuant to
          this Section 4, the Additional Investment Term shall be extended such
          that Fletcher shall have no less than ninety (90) Business Days to
          exercise the Additional Investment Rights, in whole or in part, after
          the Registration Statement is effective or reinstated or the Blackout
          Violation ceases to exist, as the case may be.

5. Exercise of Additional Investment Rights.

     (a)  The Additional Investment Rights are exercisable into Common Shares in
          accordance with the terms and conditions set forth in the Certificate.
          The form of the "Additional Investment Notice" to be executed and
          delivered by Fletcher to Euronet as specified therein is attached as
          Exhibit 1 to the Certificate and the form of the "Additional
          Investment Delivery Notice" to be executed and delivered by Euronet to
          Fletcher as specified therein is attached as Exhibit 2 to the
          Certificate.

     (b)  If the number of Common Shares issued and issuable under this
          Agreement and the Certificate on any date (a "Trigger Date") would
          result in Fletcher receiving more than two million, nine hundred
          sixty-four thousand, sixty-seven (2,964,067) Common Shares,
          representing ten and ninety-nine one-hundredths percent (10.99%) of
          the Original Number, Euronet shall not issue Common Shares to the
          extent that the total number of Common Shares issued hereunder
          (including upon exercise of the Additional Investment Rights, in whole
          or in part) would exceed four million, forty-two thousand, eight
          hundred and eighty-nine (4,042,889) Common Shares, representing
          fourteen and ninety-nine one-hundredths percent (14.99%) of the
          Original Number, and such circumstance would require the approval of
          the holders of Common Stock pursuant to the listing requirements or
          rules of the Nasdaq (whether or not listed on Nasdaq) (or such other
          U.S. national securities exchange on which Common Stock is then
          listed). From and after any Trigger Date, Fletcher shall have the
          right to make a Net Basis Settlement (as

                                       13

<PAGE>

          defined in the Certificate), provided, however, that such Net Basis
          Settlement shall not be honored and shall have no effect to the extent
          that as a result of following such instructions, the total number of
          Common Shares issued (after giving effect to such Net Basis Settlement
          and without regard to the gross number of Common Shares used to
          compute the net number of Common Shares deliverable thereby) would
          exceed four million, forty-two thousand, eight hundred and eighty-nine
          (4,042,889) Common Shares, representing fourteen and ninety-nine
          one-hundredths percent (14.99%) of the Original Number.

     (c)  The aggregate number of Common Shares issuable upon exercise of the
          Additional Investment Rights shall not exceed the lesser of (i) the
          number of Common Shares otherwise issuable under the Additional
          Investment Rights without regard to the limitation contained in this
          Section 5(c) and (ii) the Maximum Number. The "Maximum Number" is
          initially one million, four hundred sixty-eight thousand sixty-seven
          (1,468,067) and thereafter shall be automatically increased upon
          expiration of a sixty-five (65) day period (the "Notice Period") after
          (i) Euronet delivers an Increase Notice (as defined below) by nine and
          one-quarter percent (9.25%) of the Increase (as defined below) set
          forth in such Increase Notice or (ii) Fletcher delivers a notice (a
          "65 Day Notice") to Euronet designating a new Maximum Number. Euronet
          shall deliver a notice (an "Increase Notice") stating the aggregate
          number of shares of Common Stock outstanding as of the last day of the
          preceding month and the second preceding month and the increase, if
          any (the "Increase"), from the second preceding month (or in the case
          of the last day of the month immediately following the Closing Date,
          the number of shares outstanding specified in Section 3(g)) to the
          preceding month. A 65 Day Notice may be given at any time. Unless
          expressly waived by Fletcher, Euronet shall deliver an Increase Notice
          to Fletcher on or before the 10th day of every calendar month from and
          including the Closing Date. From time to time following the Notice
          Period, Common Stock may be issued to Fletcher on any Business Day for
          any quantity of Common Stock, such that the aggregate number of shares
          of Common Stock issued under the Certificate upon exercise of the
          Additional Investment Rights is less than or equal to the Maximum
          Number.

6. Representations and Warranties of Fletcher. Fletcher hereby represents and
warrants to Euronet, as of the date hereof and on the Closing Date and on each
Additional Investment Closing Date (as defined in the Certificate), as follows:

     (a)  Fletcher has been duly incorporated and is validly existing in good
          standing under the laws of Bermuda.

     (b)  The execution, delivery and performance of this Agreement by Fletcher
          have been duly authorized by all requisite corporate action and no
          further consent or authorization of Fletcher, its Board of Directors
          or its stockholders is required. This Agreement has been duly executed
          and delivered by Fletcher and, when duly

                                       14

<PAGE>

          authorized, executed and delivered by Euronet, will be a valid and
          binding agreement enforceable against Fletcher in accordance with its
          terms, subject to bankruptcy, insolvency, reorganization, moratorium
          and similar laws of general applicability relating to or affecting
          creditors' rights generally and to general principles of equity.

     (c)  Neither the execution and delivery by Fletcher of this Agreement nor
          the performance by Fletcher of any of its obligations hereunder or
          under the Certificate violates, conflicts with, results in a breach
          of, or constitutes a default (or an event which with the giving of
          notice or the lapse of time or both would be reasonably likely to
          constitute a default) or creates any rights in respect of any person
          under (i) the certificate of incorporation or by-laws of Fletcher,
          (ii) any decree, judgment, order, law, treaty, rule, regulation or
          determination of any court, governmental agency or body, or arbitrator
          having jurisdiction over Fletcher or any of its affiliates or any of
          their respective properties or assets, or (iii) the terms of any
          agreement, document or other instrument to which Fletcher or any of
          its affiliates is a party, by which Fletcher or any of its affiliates
          is bound, or to which any of the properties or assets of Fletcher or
          any of its affiliates is subject, except such violations, conflicts,
          breaches, defaults or rights that would not reasonably be expected to
          materially impair Fletcher's ability to enter into this Agreement or
          to perform its obligations hereunder.

     (d)  Fletcher understands that no United States federal or state agency has
          passed on, reviewed or made any recommendation or endorsement of the
          Investment Securities.

     (e)  Fletcher is an "accredited investor" as such term is defined in
          Regulation D promulgated under the Securities Act.

     (f)  Subject to Section 4 hereof, Fletcher understands that the Investment
          Securities have not been registered under the Securities Act and may
          not be re-offered or resold in the United States other than pursuant
          to registration thereunder or an available exemption therefrom.

     (g)  Fletcher is purchasing the Investment Securities for its own account
          for investment only and not with a view to, or for resale in
          connection with, the public sale or distribution thereof in the United
          States, except pursuant to sales registered under the Securities Act
          or an exemption therefrom.

     (h)  Fletcher understands that the Investment Securities are being or will
          be offered and sold to it in reliance on specific exemptions from the
          registration requirements of the United States federal securities laws
          and that Euronet is relying on the truth and accuracy of, and
          Fletcher's compliance with, the representations, warranties,
          agreements, acknowledgments and understandings of

                                       15

<PAGE>

          Fletcher set forth herein in order to determine the availability of
          such exemptions and the eligibility of Fletcher to acquire the
          Investment Securities.

     (i)  Fletcher has not taken, nor will they take, in violation of applicable
          law, any action outside the ordinary course of business designed to or
          that might reasonably be expected to cause or result in unlawful
          manipulation of the price of the Common Stock to facilitate the sale
          or resale of the Common Shares.

7. Future Equity Issuances.

     (a)  If, on or after the date hereof and prior to the end of the Additional
          Investment Term, Euronet engages or participates in (or intends to
          engage or participate in) any discussions with any Person regarding,
          any Later Issuance (as defined, and subject to the limitations,
          below), other than a bona fide public offering of Euronet's Common
          Stock, Euronet shall (i) promptly notify Fletcher of the existence of
          Euronet's intentions or discussions with respect to the proposed Later
          Issuance and (ii) in connection with such notice, inquire whether
          Fletcher desires to be informed as to the substance of such intentions
          or discussions. If Fletcher notifies Euronet in writing that Fletcher
          elects to become informed with respect to such proposed Later Issuance
          by midnight, New York City time, on the Business Day after and
          excluding the date on which Euronet so notifies Fletcher, Euronet
          shall use its best efforts to engage in good faith discussions with
          Fletcher regarding the proposed Later Issuance and shall not
          consummate such Later Issuance for two (2) full Business Days after
          and excluding the date of Fletcher's election. For purposes of
          clarification, nothing in this subsection shall obligate Euronet to
          allow Fletcher to participate in a Later Issuance.

     (b)  If, on or after the date hereof and prior to the end of the thirtieth
          (30th) day after and excluding the effective date of the Registration
          Statement (the "Future Issuance Period"), there is a Later Issuance at
          a Later Issuance Price (as defined below) per share that is less than
          the Agreement Date Price, then Euronet shall promptly issue, and
          deliver certificates to Fletcher representing, an additional number of
          shares of Common Stock equal to the positive difference between (A)
          the number of shares calculated by dividing $20,000,000 by the sum of
          (1) the Later Issuance Price and (2) $2.00 and (B) the Initial Shares.

     (c)  If, after the Future Issuance Period and during the Additional
          Investment Term, there is a Later Issuance at a Later Issuance Price
          that is less than the Agreement Date Price, then Euronet shall
          promptly issue, and deliver certificates to Fletcher representing, an
          additional number of shares of Common Stock equal to the positive
          difference between (i) the number of shares calculated by dividing
          $20,000,000 by N, where "N" is calculated as follows:

          N = (Original Number x Initial Purchase Price)) +
              (New Number x (Later Issuance Price + $2.00))
              ---------------------------------------------

                                       16

<PAGE>

                      (Original Number + New Number)

          and (ii) the Initial Shares.

     (d)  Notwithstanding the foregoing, Euronet shall have no obligation to
          make an Initial Price Adjustment pursuant to Section 7(a) or Section
          7(b) until the Later Issuances, in the aggregate, would result in an
          Initial Price Adjustment of more than one percent (1%) of the Initial
          Shares, at which time, Euronet would be obligated to make an Initial
          Price Adjustment for all such Later Issuances.

     (e)  "Later Issuance" shall mean (i) a public disclosure of Euronet's
          intention or agreement to engage in, or (ii) a consummation of, any
          sale or issuance by Euronet, directly or indirectly, to any Person or
          Persons (other than Fletcher or its affiliates) of any shares of, or
          securities convertible into, exercisable or exchangeable for, or whose
          value is derived in whole or in part from, any shares of any class of
          Euronet's capital stock; provided that "Later Issuance" shall not
          include (A) a sale or issuance to the sellers of any business or
          assets of a business being purchased by Euronet in a bona fide
          acquisition whether through purchase, merger, consolidation, exchange
          offer or otherwise, (B) a bona fide sale or issuance to any strategic
          or joint venture partner, the primary purpose of which is not equity
          financing, (C) issuances pursuant to any stock split, dividend or
          distribution payable in additional shares of capital stock to holders
          of Common Stock, (D) sales or issuances to employees, consultants or
          directors of Euronet directly or pursuant to a stock option plan,
          employee stock purchase plan or restricted stock plan, or other
          similar arrangements related to compensation for services in effect on
          the date of this Agreement, or similar plans or arrangements approved
          by Euronet's Board of Directors after the date hereof, in each case in
          the ordinary course of business consistent with past practices, (F)
          issuances issued upon the exercise of any options or warrants to
          purchase capital stock outstanding on the date hereof or upon
          conversion of any securities convertible into capital stock
          outstanding on the date hereof, in each case in accordance with the
          terms of such options, warrants or securities in effect on the date
          hereof, (G) issuances in connection with the exercise or triggering of
          a "poison pill" or similar anti-takeover mechanism or (H) Common
          Shares issued or issuable pursuant to this Agreement or upon exercise
          of the Additional Investment Rights. "Later Issuance Price" shall mean
          the fair market value of the minimum amount of consideration
          deliverable by the purchaser in return for each share of Common Stock
          (or economic equivalent thereof). The "New Number" shall equal the
          number of shares of Common Stock (or economic equivalent thereof)
          issued or issuable in the Later Issuance; provided that in the case of
          derivative securities with net settlement, cash settlement or
          settlement other than through the issuance of the gross number of
          reference shares thereunder, the "New Number" shall be the gross
          number of reference shares of Common Stock (or economic equivalent

                                       17

<PAGE>

          thereof) thereunder. An issuance of shares and delivery of
          certificates pursuant to Section 7(a) or Section 7(b) is referred to
          as an "Initial Price Adjustment."

8. Covenants of Euronet. Euronet covenants and agrees with Fletcher as follows:

     (a)  For so long as Fletcher owns or has the right to purchase any
          Investment Securities, and for a period of one (1) year thereafter,
          Euronet will (i) use its best efforts to maintain the eligibility of
          the Common Shares for listing on the Nasdaq; (ii) use its best efforts
          to regain the eligibility of the Common Shares for listing or
          quotation on all the Nasdaq in the event that the Common Shares are
          delisted by the Nasdaq; and (iii) use its best efforts to cause the
          representations and warranties contained in Subsections (a), (b), (c),
          (d), (e), (f), (h), (i), (n), (p), (r), and (t) of Section 3 to be and
          remain true and correct.

     (b)  Restatements.

                    (i) If a Restatement occurs on or before the third
          anniversary of the date hereof (or, if later, the end of the
          Additional Investment Term), Euronet shall:

               (A)  deliver to Fletcher 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; and

               (B)  issue to Fletcher, within three (3) Business Days of the
                    date that Fletcher delivers a written notice to Euronet
                    electing one of the time periods specified in clause (x) or
                    (y) of subsection (iii)(A) below, an additional number of
                    shares of Common Stock, if any, equal to the positive
                    difference, if any, between (1) the quotient of twenty
                    million dollars ($20,000,000) divided by the Restatement
                    Price and (2) the number of Initial Shares.

                    (ii) "Restatement" means that Euronet restates or announces
          its intention to restate any portion of its Closing Date Financial
          Statements, except (A) as is required as a result of a change
          occurring after the date of this Agreement in applicable law or GAAP,
          which change is implemented by Euronet in the manner and at the time
          prescribed by such law or such generally accepted accounting principle
          and (B) 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.

                    (iii) "Restatement Price" means the sum of:

                                       18

<PAGE>

               (A)  the lesser of (1) the Average Price calculated as of, or (2)
                    the average of the Daily Prices for the five Business Days
                    ending on and including, either of the following dates, in
                    the sole discretion of Fletcher: (x) any date (as elected by
                    Fletcher) during the forty (40) Business Days after and
                    excluding the related Restatement Date or (y) any date (as
                    elected by Fletcher) during the forty (40) Business Days
                    after and excluding any date on which Euronet files restated
                    financial statements with the SEC with respect to such
                    Restatement (such amount, the "New Price"), and

               (B)  the product of (1) two dollars ($2.00), multiplied by (2)
                    the New Price divided by the Agreement Date Price.

                    (iv) "Closing Date Financial Statements" means all financial
          statements (including the notes thereto) and earnings releases filed
          by Euronet with (or furnished by Euronet to) the SEC or publicly
          announced by Euronet on or before the Closing Date.

                    (v) "Restatement Date" means, at the option of and pursuant
          to the determination of Fletcher (as designated in a notice from
          Fletcher to Euronet), any date on which a Restatement occurs
          (including, with respect to any Restatement, the date of an
          announcement by Euronet of its intention to restate any portion of its
          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).

                    (vi) "Average Price" means, with respect to any reference
          date, the average of the Daily Prices of the Common Stock for the
          thirty (30) Business Days ending on and including such reference date,
          subject to adjustment for stock splits, recombinations, stock
          dividends and the like.

                    (vii) "Daily Price" means, on any date, the amount per share
          of the Common Stock, equal to (i) the daily volume-weighted average
          price on the Nasdaq or, if no such sale takes place on such date, the
          average of the closing bid and asked prices on the Nasdaq thereof on
          such date, in each case as reported by Bloomberg, L.P. (or by such
          other person as Fletcher and Euronet may agree), or (ii) if such
          Common Stock is not then listed or admitted to trading on the Nasdaq,
          the fair market value per share thereof determined in good faith by an
          independent, nationally recognized appraisal firm selected by Fletcher
          and reasonably acceptable to Euronet (whose fees and expenses shall be
          borne by Euronet), subject to adjustment for stock splits,
          recombinations, stock dividends and the like.

                                       19

<PAGE>

     (c)  Euronet will provide Fletcher with a reasonable opportunity (which,
          except with respect to the press release described below, shall not be
          less than one (1) full Business Day) to review and comment on any
          public disclosure by Euronet of information regarding this Agreement
          and the transactions contemplated hereby, prior to such public
          disclosure. Euronet shall, within one (1) Business Day after the
          Closing Date, publicly distribute a press release disclosing the
          material terms of this Agreement in the form previously provided by
          Euronet to Fletcher and shall, on or before November 25, 2003, file a
          report with the SEC on Form 8-K (i) disclosing the material terms of
          this Agreement and any material information provided to Fletcher
          pursuant to the Nondisclosure Agreement, and (ii) filing as an exhibit
          thereto a copy of this Agreement, the Certificate, and any and all
          documents provided to Fletcher pursuant to the Nondisclosure
          Agreement.

     (d)  Beginning on the date hereof and for so long as Fletcher owns any
          Investment Securities and for a period of ninety (90) days thereafter,
          Euronet will promptly notify Fletcher immediately following any public
          disclosure by Euronet of material information regarding Euronet or its
          financial condition, prospects or results of operation.

     (e)  Euronet will make all filings required by law with respect to the
          transactions contemplated hereby.

     (f)  For so long as Fletcher holds any Investment Securities, prior to the
          filing of each of its quarterly reports on Form 10-Q and annual report
          on Form 10-K with the SEC, Euronet shall deliver to Fletcher a review
          report relating to the final consolidated unaudited or audited, as
          applicable, financial statements contained therein, prepared by a
          nationally recognized accounting firm.

     (g)  Euronet shall at all times have reserved for issuance four million,
          forty-two thousand, eight hundred and eighty-nine (4,042,889) shares
          of Common Stock, representing fourteen and ninety-nine one-hundredths
          percent (14.99%) of the Original Number.

     (h)  Euronet shall use its commercially reasonable efforts to cause the
          Common Shares to be eligible for book-entry transfer through The
          Depository Trust Company (or any successor thereto) as soon as
          practicable after the date of this Agreement and thereafter to use
          commercially reasonable efforts to maintain such eligibility.

     (i)  Within five (5) Business Days of the date hereof, Euronet shall have
          taken all necessary action such that the full exercise of Fletcher's
          rights under this Agreement and the Certificate (including, without
          limitation, the full exercise of all of the Additional Investment
          Rights and the acquisition of securities permitted pursuant to Section
          10(e)(i) hereof) does not and will not result in the grant of any

                                       20

<PAGE>

          rights to any Person under the Rights Agreement (other than the sale
          of the preferred stock purchase rights attached to the Common Stock
          sold hereunder and under the Additional Investment Rights) or enable,
          require or cause the rights under the Rights Agreement to be
          exercised, distributed or triggered.

     (j)  Euronet shall file an appropriate notification form for the listing of
          additional shares with the Nasdaq for the listing and admission for
          trading of all of the Common Shares no later than November 21, 2003.
          Euronet shall use its best efforts to obtain approval of such
          additional listing of shares with the Nasdaq as promptly as
          practicable and, in the event that such approval shall not have been
          obtained before December 8, 2003, Euronet shall deliver to Fletcher a
          written report describing in reasonable detail Euronet's efforts to
          obtain such approval. Upon receiving approval of such additional
          listing of shares, Euronet shall promptly deliver written notice to
          Fletcher stating the date and time of such approval and the name and
          telephone number of the listing agent at Nasdaq who approved of the
          additional listing.

9. Change in Control.

     (a)  If Euronet is a party to any transaction which results in a Change in
          Control, Fletcher and its assigns shall have the rights set forth in
          the Certificate regarding any Change in Control in addition to the
          rights contained in this Agreement.

     (b)  Euronet agrees that it will not enter into an agreement with an
          Acquiring Person resulting in a Change in Control unless such
          agreement expressly obligates the Acquiring Person to assume all of
          Euronet's obligations under this Agreement and the Certificate and,
          promptly following the date an agreement is entered into with an
          Acquiring Person that would result in a Change in Control, Euronet
          shall deliver to Fletcher written notice that the Acquiring Person has
          assumed such obligations and, upon request of Fletcher, the Acquiring
          Person shall deliver to Fletcher a certificate of the chief executive
          officer and chief financial officer of such Acquiring Person (which
          certificate shall include as an attachment thereto certified copies of
          the resolutions of such Acquiring Person's board of directors
          approving such assumption) stating that the rights of Fletcher under
          this Agreement and the Certificate (including the Additional
          Investment Rights evidenced thereby) shall thereafter continue in full
          force and effect and the terms hereof and thereof shall be applicable
          to the securities which such Acquiring Person may be required to
          deliver upon any exercise of the Additional Investment Rights or the
          exercise of any of other rights pursuant to this Agreement or the
          Certificate. Euronet shall provide Fletcher with written notice of any
          proposed transaction resulting in a Change in Control as soon as the
          existence of such proposed transaction is made public by any Person.

                                       21

<PAGE>

     (c)  "Change in Control" means (i) any acquisition of Euronet by means of
          merger or other form of corporate reorganization in which outstanding
          shares of capital stock of Euronet are exchanged for securities or
          other consideration issued, or caused to be issued, by the Acquiring
          Person (as hereinafter defined) or its Parent, Subsidiary or
          affiliate, other than a restructuring by Euronet where outstanding
          shares of Euronet are exchanged for shares of the Acquiring Person on
          a one-for-one basis and, immediately following the exchange, former
          stockholders of Euronet own all of the outstanding shares of the
          Acquiring Person on the same pro rata basis as prior to the exchange,
          (ii) a sale of all or substantially all of the assets of Euronet (on a
          consolidated basis) in a single transaction or series of related
          transactions, (iii) any other transaction or series of related
          transactions by Euronet in which the power to cast the majority of the
          eligible votes at a meeting of Euronet's stockholders at which
          directors are elected is transferred to a single entity or group
          acting in concert, or (iv) a capital reorganization or
          reclassification of the capital stock of Euronet (other than a
          reorganization or reclassification in which the capital stock of
          Euronet is not converted into or exchanged for cash or other property,
          and, immediately after consummation of such transaction, the
          stockholders of Euronet immediately prior to such transaction own the
          capital stock of Euronet in substantially the same proportions
          relative to each other as such stockholders owned immediately prior to
          such transaction). Notwithstanding anything contained herein to the
          contrary, the change in the state of incorporation of Euronet shall
          not by itself constitute a Change in Control.

     (d)  "Acquiring Person" means, in connection with any Change in Control,
          (i) the continuing or surviving corporation of a consolidation or
          merger with Euronet (if other than Euronet), (ii) the transferee of
          all or substantially all of the properties or assets of Euronet, (iii)
          the corporation consolidating with or merging into Euronet in a
          consolidation or merger in connection with which the Common Stock is
          changed into or exchanged for stock or other securities of any other
          Person or cash or any other property, (iv) the entity or group acting
          in concert acquiring or possessing the power to cast the majority of
          the eligible votes at a meeting of Euronet's stockholders at which
          directors are elected, or, (v) in the case of a capital reorganization
          or reclassification, Euronet, or (vi) at Fletcher's election, any
          Person that (A) controls the Acquiring Person directly or indirectly
          through one or more intermediaries, (B) is required to include the
          Acquiring Person in the consolidated financial statements contained in
          such Parent's Annual Report on Form 10-K (if such Person is required
          to file such a report) or would be required to so include the
          Acquiring Person in such Person's consolidated financial statements if
          they were prepared in accordance with GAAP and (C) is not itself
          included in the consolidated financial statements of any other Person
          (other than its consolidated subsidiaries).

10. Covenants of Fletcher. Fletcher hereby covenants and agrees with Euronet
that:

                                       22

<PAGE>

     (a)  Neither Fletcher nor any of its affiliates will at any time offer or
          sell any Investment Securities other than pursuant to an effective
          registration statement under the Securities Act or pursuant to an
          available exemption thereunder.

     (b)  Neither Fletcher nor any of its affiliates shall engage an underwriter
          for an underwritten public offering of Common Shares, unless such
          underwriter shall be reasonably satisfactory to Euronet.

     (c)  Neither Fletcher nor any of its affiliates shall engage in "short
          sales" (as defined in Rule 3b-3 of the Exchange Act) of Common Stock
          or of securities issued by Euronet that are directly or indirectly,
          and with or without consideration, convertible, exercisable or
          exchangeable into Common Stock. The provisions of this Section 10(c)
          shall not be deemed to (i) prohibit Fletcher or any of its affiliates
          from engaging in any transaction in any stock index, portfolio or
          derivative of which the Common Stock is a component, or (ii) extend to
          any non-affiliated third party, other than a Person (excluding, for
          the avoidance of doubt, any bona fide pledgee or financing
          counterparty who acquires the Additional Investment Rights upon a
          default, foreclosure or similar event) who purchases the Additional
          Investment Rights for value.

     (d)  Fletcher shall not issue a press release or other public media
          announcement regarding the transactions contemplated hereby without
          the prior written consent of Euronet (such consent not to be
          unreasonably withheld or delayed); provided, that, such consent shall
          not be required for limited distributions of materials that contain no
          more information regarding the transactions contemplated hereby than
          has been publicly disclosed by Euronet.

     (e)  Fletcher agrees that neither Fletcher nor any of its "affiliates" (as
          such term is used in the rules of the SEC) will, directly or
          indirectly, unless specifically authorized in advance by Euronet's
          Board of Directors: (i) acquire, or agree, offer, seek or propose to
          acquire, ownership or control of any voting securities of, Euronet or
          any subsidiary thereof (other than (x) the Investment Securities
          pursuant to this Agreement and the Certificate or (y) shares of Common
          Stock acquired for investment purposes and not with the purpose or
          effect of causing a Change in Control of Euronet, which, at the time
          of acquisition, when combined with shares of Common Stock then
          beneficially owned by Fletcher and its affiliates (as determined
          pursuant to Rule 13d-3 under the Exchange Act, provided, that, for the
          five (5) Business Days after and excluding the date hereof, the phrase
          "within 60 days" contained in subsection (d)(1)(i) thereof shall be
          disregarded) would not cause Fletcher and its affiliates to
          beneficially own (as determined pursuant to Rule 13d-3 under the
          Exchange Act, provided, that, for the five (5) Business Days after and
          excluding the date hereof, the phrase "within 60 days" contained in
          subsection (d)(1)(i) thereof shall be disregarded), in the aggregate,
          over fourteen and ninety-nine one-hundredths percent (14.99%) of the

                                       23

<PAGE>

          shares of Common Stock then outstanding), or any assets of Euronet or
          any subsidiary or division thereof (other than in the ordinary course
          of business) or enter into any merger or business combination with
          Euronet; (ii) make any "solicitation" of "proxies" (as such terms are
          used in the proxy rules of the SEC) to vote any voting securities of
          Euronet or otherwise communicate with the stockholders of Euronet in
          their capacities as stockholders, or otherwise seek or propose to
          influence or control Euronet's respective management or policies;
          (iii) make any public announcement with respect to, or submit a
          proposal for or offer of, any extraordinary transaction involving
          Euronet or its securities or assets; (iv) form, join or in any way
          participate in a "group" (as defined in Section 13(d)(3) of the
          Exchange Act) in connection with any of the foregoing; (v) otherwise
          act, alone or in concert with others, to seek to control or influence
          the management, Board of Directors or policies of Euronet; (vi)
          disclose any intention, plan or arrangement inconsistent with the
          foregoing; or (vii) advise, assist or encourage any other persons in
          connection with the foregoing; provided, however, that nothing in this
          Section 10(e) shall prohibit Fletcher from exercising, or otherwise
          limit Fletcher's ability to exercise, its rights as a stockholder of
          Euronet (including, without limitation, the ability to vote at
          stockholder meetings, tender into a tender or exchange offer, or
          surrender their shares for consideration offered by any person to
          stockholders of Euronet, generally, in connection with a Change in
          Control) with respect to any transaction by Euronet or by a third
          party that was not solicited by Fletcher.

11. Legend. Subject to Section 4, Fletcher understands that the certificates or
other instruments representing the Investment Securities shall bear a
restrictive legend in the following form (and a stop transfer order may be
placed against transfer of such certificates or other instruments):

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
     APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR
     INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
     UNLESS (1) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
     COVERING SUCH SECURITIES, (2) THE SALE IS MADE IN ACCORDANCE WITH RULE 144
     OR A BONA FIDE PLEDGE OR CUSTODIAL ARRANGEMENT WITH RESPECT TO SUCH
     SECURITIES OR (3) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
     COMPANY IS DELIVERED STATING THAT SUCH REGISTRATION IS NOT REQUIRED.

     The legend set forth above shall be removed and Euronet shall issue a
certificate without such legend if, unless otherwise required by state
securities laws, the two-year holding period under Rule 144 or another
applicable exemption from the registration requirements under the

                                       24

<PAGE>

Securities Act has been satisfied and, at such time, Fletcher is not an
affiliate of Euronet and has not been an affiliate for the preceding three (3)
months. After such removal, Euronet shall take all actions necessary to permit
Fletcher or its representative to deposit such certificate, or cause such
certificate to be deposited, upon issuance with the custodian for The Depository
Trust Company ("DTC"), in New York, New York, and registered in the name of DTC
or its nominee, in each case for credit to an account designated in writing by
Fletcher.

12. Conditions Precedent to Fletcher's Obligations. The obligations of Fletcher
hereunder are subject to the performance by Euronet of its obligations hereunder
and to the satisfaction of the following additional conditions precedent, unless
expressly waived in writing by Fletcher:

     (a)  On the Closing Date, (i) the representations and warranties made by
          Euronet in this Agreement shall be true and correct, except those
          representations and warranties which address matters only as of a
          particular date, which representations and warranties shall be true
          and correct as of such date; (ii) Euronet shall have complied fully
          with all of the covenants and agreements in this Agreement; and (iii)
          Fletcher shall have received a certificate of the Chief Executive
          Officer and the Chief Financial Officer of Euronet dated such date and
          to such effect.

     (b)  On the Closing Date, Euronet shall have delivered to Fletcher an
          opinion of Hunton & Williams LLP reasonably satisfactory to Fletcher,
          dated as of the Closing Date, substantially in the form attached
          hereto as Annex C.

13. Conditions Precedent to Euronet's Obligations. The obligations of Euronet
hereunder are subject to the performance by Fletcher of its obligations
hereunder and to the satisfaction (unless expressly waived in writing by
Euronet) of the additional conditions precedent that, on the Closing Date: (i)
the representations and warranties made by Fletcher in this Agreement shall be
true and correct; (ii) Fletcher shall have complied fully with all the covenants
and agreements in this Agreement; and (iii) Euronet shall have received on such
date a certificate of an appropriate officer of Fletcher dated such date and to
such effect.

14. Fees and Expenses. Subject to Sections 15 and 16, each of Fletcher and
Euronet agrees to pay its own expenses incident to the performance of its
obligations hereunder, including, but not limited to the fees, expenses and
disbursements of such party's counsel, except as is otherwise expressly provided
in this Agreement.

15. Non-Performance.

     (a)  If Euronet shall fail to deliver the Investment Securities to Fletcher
          required to be delivered pursuant to this Agreement in accordance with
          the terms and conditions of this Agreement for any reason other than
          the failure of any condition precedent to Euronet's obligations
          hereunder or the failure by Fletcher to comply with its obligations
          hereunder, then Euronet shall:

                                       25

<PAGE>

          (i)  indemnify and hold Fletcher harmless against any loss, claim or
               damage arising from or as a result of such failure by Euronet;
               and

          (ii) reimburse Fletcher for all reasonable out-of-pocket expenses
               incurred by Fletcher (including reasonable fees and disbursements
               of its counsel) in connection with this Agreement and the
               transactions contemplated herein and therein.

     (b)  If Fletcher shall fail to deliver the purchase price for the
          Investment Securities to Euronet required to be delivered pursuant to
          this Agreement and the Certificate in accordance with the terms and
          conditions of this Agreement and the Certificate for any reason other
          than the failure of any condition precedent to Fletcher's obligations
          hereunder or the failure by Euronet to comply with its obligations
          hereunder, then Fletcher shall:

          (i)  indemnify and hold Euronet harmless against any loss, claim or
               damage (including without limitation, incidental and
               consequential damages) arising from or as a result of such
               failure by Fletcher; and

          (ii) reimburse Euronet for all reasonable out-of-pocket expenses
               incurred by Euronet (including fees and disbursements of its
               counsel) in connection with this Agreement and the transactions
               contemplated herein and therein.

16. Indemnification.

     (a)  Indemnification of Fletcher. Euronet hereby agrees to indemnify
          Fletcher and each of its officers, directors, employees, consultants,
          agents, attorneys, accountants and affiliates and each Person that
          controls (within the meaning of Section 20 of the Exchange Act) any of
          the foregoing Persons (each a "Fletcher Indemnified Party") against
          any claim, demand, action, liability, damages, loss, cost or expense
          (including, without limitation, reasonable legal fees and expenses
          incurred by such Fletcher Indemnified Party in investigating or
          defending any such proceeding) (all of the foregoing, including
          associated costs and expenses being referred to herein as a
          "Proceeding"), that it may incur in connection with any of the
          transactions contemplated hereby arising out of or based upon:

          (i)  any untrue or alleged untrue statement of a material fact in any
               SEC Filing by Euronet or any of its affiliates or any Person
               acting on its or their behalf or omission or alleged omission to
               state therein any material fact necessary in order to make the
               statements, in the light of the circumstances under which they
               were made, not misleading by Euronet or any of its affiliates or
               any Person acting on its or their behalf other than any untrue or
               alleged untrue statement of a material fact or omission or
               alleged omission to state therein any material fact, in any case,
               resulting from any

                                       26

<PAGE>

               information provided by Fletcher or any of its affiliates in
               writing expressly for inclusion in such SEC Filing;

          (ii) any of the representations or warranties made by Euronet herein
               or in the Certificate being untrue or incorrect at the time such
               representation or warranty was made; and

          (iii) any breach or non-performance by Euronet of any of its
               covenants, agreements or obligations under this Agreement or the
               Certificate;

     provided, however, that the foregoing indemnity shall not apply to any
     Proceeding to the extent that it arises out of or is based upon the gross
     negligence, bad faith or willful misconduct of Fletcher in connection
     therewith.

     (b)  Indemnification of Euronet. Fletcher hereby agrees to indemnify
          Euronet and each of its officers, directors, employees, consultants,
          agents attorneys, accountants and affiliates and each Person that
          controls (within the meaning of Section 20 of the Exchange Act) any of
          the foregoing Persons (each a "Euronet Indemnified Party") against any
          Proceeding, that it may incur in connection with any of the
          transactions contemplated hereby arising out of or based upon:

          (i)  any untrue or alleged untrue statement of a material fact by
               Fletcher or any of its affiliates or any Person acting on its or
               their behalf included in an SEC Filing by Euronet with the
               express written consent of Fletcher therefor; or any omission or
               alleged omission by Fletcher to state any material fact necessary
               in order to make the statements by Fletcher or any of its
               affiliates or any Person acting on its or their behalf included
               in an SEC Filing by Euronet with the express written consent of
               Fletcher, in the light of the circumstances under which they were
               made, not misleading;

          (ii) any of the representations or warranties made by Fletcher herein
               being untrue or incorrect at the time such representation or
               warranty was made; and

          (iii) any breach or non-performance by Fletcher of any of its
               covenants, agreements or obligations under this Agreement;

     provided, however, that the foregoing indemnity shall not apply to any
     Proceeding to the extent that it arises out of or is based upon the gross
     negligence, bad faith or willful misconduct of Euronet in connection
     therewith.

     (c)  Conduct of Claims.

                                       27

<PAGE>

          (i)  Whenever a claim for indemnification shall arise under this
               Section 16 arising out of a third party claim, the party seeking
               indemnification (the "Indemnified Party"), shall notify the party
               from whom such indemnification is sought (the "Indemnifying
               Party") in writing of the Proceeding and the facts constituting
               the basis for such claim in reasonable detail;

          (ii) Such Indemnifying Party shall have the right to retain the
               counsel of its choice in connection with such Proceeding and to
               participate at its own expense in the defense of any such
               Proceeding; provided, however, that counsel to the Indemnifying
               Party shall not (except with the consent of the relevant
               Indemnified Party) also be counsel to such Indemnified Party. In
               no event shall the Indemnifying Party be liable for fees and
               expenses of more than one counsel (in addition to any local
               counsel) separate from its own counsel for all Indemnified
               Parties in connection with any one action or separate but similar
               or related actions in the same jurisdiction arising out of the
               same general allegations or circumstances; and

          (iii) No Indemnifying Party shall, without the prior written consent
               of the Indemnified Parties (which consent shall not be
               unreasonably withheld), settle or compromise or consent to the
               entry of any judgment with respect to any litigation, or any
               investigation or proceeding by any governmental agency or body,
               commenced or threatened, or any claim whatsoever in respect of
               which indemnification could be sought under this Section unless
               such settlement, compromise or consent (A) includes an
               unconditional release of each Indemnified Party from all
               liability arising out of such litigation, investigation,
               proceeding or claim and (B) does not include a statement as to or
               an admission of fault, culpability or a failure to act by or on
               behalf of any Indemnified Party.

17. Survival of the Representations, Warranties, etc. The respective
representations, warranties, and agreements made herein by or on behalf of the
parties hereto shall remain in full force and effect, regardless of any
investigation made by or on behalf of the other party to this Agreement or any
officer, director or employee of, or Person controlling or under common control
with, such party and will survive delivery of and payment for any Investment
Securities issuable hereunder.

18. Notices. All communications hereunder shall be in writing and delivered as
set forth below.

     (a)  If sent to Fletcher, all communications shall be delivered by hand,
          sent by reputable overnight courier or transmitted and confirmed by
          facsimile to Fletcher, unless otherwise notified in writing of a
          substitute address, at:

                                       28

<PAGE>

                    Fletcher International, Ltd.
                    c/o A. S. & K. Services Ltd.
                    Cedar House
                    41 Cedar House
                    Hamilton HM EX
                    Bermuda
                    Attention: Felicity Holmes, Corporate Administrator
                    Telephone: 441-295-2244
                    Facsimile: 441-292-8666

                    with a copy to:

                    Fletcher Asset Management, Inc.
                    22 East 67th Street
                    New York, NY 10021
                    Attention: Peter Zayfert
                    Telephone: (212) 284-4800
                    Facsimile: (212) 284-4801

                    with a copy to (which copy shall not constitute notice):

                    Skadden, Arps, Slate, Meagher & Flom LLP
                    1440 New York Avenue, N.W.
                    Washington, D.C. 20005
                    Attention: Stephen W. Hamilton, Esq.
                    Telephone: (202) 371-7010
                    Facsimile: (202) 393-5760

     (b)  If sent to Euronet, all communications shall be delivered by hand,
          sent by reputable overnight courier or transmitted and confirmed by
          facsimile to Euronet, unless otherwise notified in writing of a
          substitute address, at:

                    Euronet Worldwide, Inc.
                    120 Avenue Charles de Gaulle
                    92200 Neuilly-sur-Seine
                    France
                    Attention: Jeffrey B. Newman, Esq.
                    Telephone: 33 607 918 533
                    Facsimile: 331 4722 3282

               with a copy to (which copy shall not constitute notice):

                                       29

<PAGE>

                    Hunton & Williams LLP
                    1751 Pinnacle Drive
                    Suite 1700, Tysons Corner
                    McLean, Virginia  22102
                    Attention: Gerald P. McCartin
                    Telephone: (703) 714-7400
                    Facsimile: (703) 714-7410

     To the extent that any funds shall be delivered to Euronet by wire
     transfer, unless otherwise instructed by Euronet, such funds should be
     delivered in accordance with the following wire instructions:

          Euronet Worldwide, Inc.
          Bank of America
          Little Rock, AR
          ABA Number: 082 000 073
          SWIFT: BOFAUS3N
          Account Number: 416 255 0601

19. Miscellaneous.

     (a)  The parties may execute and deliver this Agreement as a single
          document or in any number of counterparts, manually, by facsimile or
          by other electronic means, including contemporaneous xerographic or
          electronic reproduction by each party's respective attorneys. Each
          counterpart shall be an original, but a single document or all
          counterparts together shall constitute one instrument that shall be
          the agreement.

     (b)  This Agreement shall inure to the benefit of and be binding upon the
          parties hereto, their respective successors and assigns and, with
          respect to Section 16 hereof, shall inure to the benefit of their
          respective officers, directors, employees, consultants, agents,
          attorneys, accountants and affiliates and controlling Persons, and no
          other Person shall have any right or obligation hereunder. Euronet may
          not assign this Agreement. Notwithstanding anything to the contrary in
          this Agreement, Fletcher may assign, pledge, hypothecate or transfer
          any of the rights and associated obligations contemplated by this
          Agreement (including, but not limited to, the Investment Securities),
          in whole or in part, at its sole discretion (including, but not
          limited to, assignments, pledges, hypothecations and transfers in
          connection with hedging transactions with respect to this Agreement
          and the Investment Securities); provided, however, that any such
          assignment, pledge, hypothecation or transfer must comply with
          applicable federal and state securities

                                       30

<PAGE>

          laws; provided, further, that any such assignment, pledge,
          hypothecation or transfer shall not relieve Fletcher of any of its
          obligations under this Agreement. No Person acquiring Common Stock
          from Fletcher pursuant to a public market purchase shall thereby
          obtain any of the rights contained in this Agreement. This Agreement
          constitutes the entire agreement and supersedes all prior agreements
          and understandings, both written and oral, between the parties hereto
          with respect to the subject matter of this Agreement. Except as
          provided in this Section 19(b), this Agreement is not intended to
          confer upon any Person other than the parties hereto any rights or
          remedies hereunder.

     (c)  This Agreement shall be governed by, and construed in accordance with,
          the internal laws of the State of New York (including Sections 5-1401
          and 5-1402 of the New York General Obligations Law), and each of the
          parties hereto hereby submits to the non-exclusive jurisdiction of any
          state or federal court in the Southern District of New York and any
          court hearing any appeal therefrom, over any suit, action or
          proceeding against it arising out of or based upon this Agreement (a
          "Related Proceeding"). Each of the parties hereto hereby waives any
          objection to any Related Proceeding in such courts whether on the
          grounds of venue, residence or domicile or on the ground that the
          Related Proceeding has been brought in an inconvenient forum.

     (d)  Each party represents and acknowledges that, in the negotiation and
          drafting of this Agreement and the other instruments and documents
          required or contemplated hereby, it has been represented by and relied
          upon the advice of counsel of its choice. Each party hereby affirms
          that its counsel has had a substantial role in the drafting and
          negotiation of this Agreement and such other instruments and
          documents. Therefore, each party agrees that no rule of construction
          to the effect that any ambiguities are to be resolved against the
          drafter shall be employed in the interpretation of this Agreement and
          such other instruments and documents.

     (e)  Without prejudice to other rights or remedies hereunder (including any
          specified interest rate), and except as otherwise expressly set forth
          herein, interest shall be due on any amount that is due pursuant to
          this Agreement and has not been paid when due, calculated for the
          period from and including the due date to but excluding the date on
          which such amount is paid at the prime rate of U.S. money center banks
          as published in The Wall Street Journal (or if The Wall Street Journal
          does not exist or publish such information, then the average of the
          prime rates of three U.S. money center banks agreed to by the parties)
          plus two percent (2%).

     (f)  Fletcher and Euronet stipulate that the remedies at law of the parties
          hereto in the event of any default or threatened default by the either
          party in the performance of or compliance with any of the terms of
          this Agreement and the Certificate are not

                                       31

<PAGE>

          and will not be adequate and that, to the fullest extent permitted by
          law, such terms may be specifically enforced by a decree for the
          specific performance of any agreement contained herein or by an
          injunction against a violation of any of the terms hereof or
          otherwise.

     (g)  Any and all remedies set forth in this Agreement and the Certificate:
          (i) shall be in addition to any and all other remedies Fletcher or
          Euronet may have at law or in equity, (ii) shall be cumulative, and
          (iii) may be pursued successively or concurrently as each of Fletcher
          and Euronet may elect. The exercise of any remedy by Fletcher or
          Euronet shall not be deemed an election of remedies or preclude
          Fletcher or Euronet, respectively, from exercising any other remedies
          in the future.

     (h)  Euronet agrees that the parties have negotiated in good faith and at
          arms' length concerning the transactions contemplated herein, and that
          Fletcher would not have agreed to the terms of this Agreement without
          each and every of the terms, conditions, protections and remedies
          provided herein and in the Certificate. Except as specifically
          provided otherwise in this Agreement or in the Certificate, Euronet's
          obligations to indemnify and hold Fletcher harmless in accordance with
          Section 16 of this Agreement are obligations of Euronet that Euronet
          promises to pay to Fletcher when and if they become due. Euronet shall
          record any such obligations on its books and records in accordance
          with GAAP.

     (i)  This Agreement may be amended, modified or supplemented in any and all
          respects, but only by a written instrument signed by Fletcher and
          Euronet expressly stating that such instrument is intended to amend,
          modify or supplement this Agreement.

     (j)  Each of the parties will cooperate with the others and use its best
          efforts to prepare all necessary documentation, to effect all
          necessary filings, and to obtain all necessary permits, consents,
          approvals and authorizations of all governmental bodies and other
          third-parties necessary to consummate the transactions contemplated by
          this Agreement.

     (k)  For purposes of this Agreement, except as otherwise expressly provided
          or unless the context otherwise requires: (i) the terms defined in
          this Agreement have the meanings assigned to them in this Agreement
          and include the plural as well as the singular, and the use of any
          gender herein shall be deemed to include the other gender and neuter
          gender of such term; (ii) accounting terms not otherwise defined
          herein have the meanings assigned to them in accordance with GAAP;
          (iii) references herein to "Articles", "Sections", "Subsections",
          "Paragraphs" and other subdivisions without reference to a document
          are to designated Articles, Sections, Subsections, Paragraphs and
          other subdivisions of this Agreement, unless the context shall
          otherwise require; (iv) a reference to a Subsection without

                                       32

<PAGE>

          further reference to a Section is a reference to such Subsection as
          contained in the same Section in which the reference appears, and this
          rule shall also apply to Paragraphs and other subdivisions; (v) the
          words "herein", "hereof", "hereunder" and other words of similar
          import refer to this Agreement as a whole and not to any particular
          provision; (vi) the term "include" or "including" shall mean without
          limitation; (vii) the table of contents to this Agreement and all
          section titles or captions contained in this Agreement or in any
          Schedule or Exhibit annexed hereto or referred to herein are for
          convenience only and shall not be deemed a part of this Agreement and
          shall not affect the meaning or interpretation of this Agreement;
          (viii) any agreement, instrument or statute defined or referred to
          herein means such agreement, instrument or statute as from time to
          time amended, modified or supplemented, including (in the case of
          agreements or instruments) by waiver or consent and (in the case of
          statutes) by succession of comparable successor statues and references
          to all attachments thereto and instruments incorporated therein; and
          (ix) references to a Person are also to its permitted successors and
          assigns and, in the case of an individual, to his or her heirs and
          estate, as applicable.

     (l)  If any term or other provision of this Agreement is invalid, illegal
          or incapable of being enforced by any rule of law or public policy all
          other conditions and provisions of this Agreement shall nevertheless
          remain in full force and effect. If the final judgment of a court of
          competent jurisdiction or other authority declares that any term or
          provision hereof is invalid, void or unenforceable, the parties agree
          that the court making such determination shall have the power to
          reduce the scope, duration, area or applicability of the term or
          provision, to delete specific words or phrases, or to replace any
          invalid, void or unenforceable term or provision with a term or
          provision that is valid and enforceable and that comes closest to
          expressing the intention of the invalid or unenforceable term or
          provision. Upon such determination that any term or other provision is
          invalid, illegal or incapable of being enforced, the parties hereto
          shall negotiate in good faith to modify this Agreement so as to effect
          the original intent of the parties as closely as possible in a
          mutually acceptable manner in order that the transactions contemplated
          hereby be consummated as originally contemplated to the fullest extent
          possible.

     (m)  Time shall be of the essence in this Agreement.

     (n)  All dollar ($) amounts set forth herein or in the Certificate refer to
          United States dollars. All payments hereunder and thereunder will be
          made in lawful currency of the United States of America.

     (o)  Notwithstanding anything herein to the contrary, all measurements and
          references related to share prices and share numbers herein will be,
          in each instance,

                                       33

<PAGE>

          appropriately adjusted for stock splits, recombinations, stock
          dividends and the like.

                            [SIGNATURE PAGE FOLLOWS]

                                       34

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement, all as of the day and year first above written.

                                            EURONET WORLDWIDE, INC.


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


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


                                            By:
                                                --------------------------------
                                            Name: Peter Zayfert
                                            Title: Authorized Signatory


                                            By:
                                                --------------------------------
                                            Name: Brendan P. McHugh
                                            Title: Authorized Signatory

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