SECURITIES  PURCHASE  AGREEMENT,  dated  as of March  8,  2007  (this
      "Agreement"),  among EURONET WORLDWIDE,  INC., a Delaware corporation
      (the  "Company"),  and the  Purchasers  listed  on  Exhibit A hereto,
      together with their  permitted  transferees  (each, a "Purchaser" and
      collectively, the "Purchasers").
      ---------------------------------------------------------------------

                                  INTRODUCTION
                                  ------------

           The Company and the  Purchasers  are  executing and  delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by Section 4(2) of the  Securities  Act and Rule 506 of Regulation D promulgated
thereunder.

           The  Purchasers  desire to purchase and the Company  desires to sell,
upon the terms and conditions stated in this Agreement,  shares of the Company's
common stock, par value $.02 per share (the "Common Stock").

           The capitalized  terms used herein and not otherwise defined have the
meanings given them in Article VII.

           In consideration  of the premises and the mutual covenants  contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Purchasers (severally and not
jointly) hereby agree as follows:

                                   ARTICLE I
                           PURCHASE AND SALE OF SHARES
                           ---------------------------

          Section 1.1 Purchase and Sale of Shares.  At the Closing,  the Company
will issue and sell to each Purchaser,  and each Purchaser  will,  severally and
not jointly, purchase from the Company the number of shares of Common Stock (the
"Shares") set forth  opposite  such  Purchaser's  name on Exhibit A hereto.  The
purchase  price for each Share shall be $25.00  (the  "Purchase  Price"),  which
represents  a discount  of  approximately  7.7% to the  closing bid price of the
Common Stock as reported on NASDAQ (symbol  "EEFT") as the 4:00 p.m. EST closing
bid price on March 7, 2007.

          Section 1.2  Payment.  At the  Closing,  each  Purchaser  will pay the
aggregate Purchase Price set forth opposite its name on Exhibit A hereto by wire
transfer of immediately  available  funds in accordance  with wire  instructions
provided by the Company to the Purchasers  prior to the Closing.  At or promptly
following the Closing,  the Company will instruct its transfer  agent to deliver
stock certificates to the Purchasers representing the Shares against delivery of
the aggregate Purchase Price on the Closing Date.

          Section 1.3 Closing Date. The closing of the transaction  contemplated
by this  Agreement  will take  place on or about  March 12,  2007 (the  "Closing
Date") and the closing  (the  "Closing")  will be held at the offices of Stinson
Morrison Hecker LLP, 1201 Walnut, Suite 2900, Kansas City, Missouri 64106, or at
such  other  time  and  place as shall be  agreed  upon by



<PAGE>

the  Company  and the  Purchasers  hereunder  of a majority  in  interest of the
aggregate number of Shares purchased hereunder.

                                   ARTICLE II
                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                 ---------------------------------------------

          The Company hereby represents and warrants to the Purchasers that:

          Section 2.1 Organization and Qualification;  Subsidiaries. Each of the
Company and its subsidiaries is duly incorporated,  validly existing and in good
standing under the laws of the jurisdiction of its organization,  with corporate
power and authority to conduct its business as currently  conducted as disclosed
in the SEC Documents. Each of the Company and its subsidiaries is duly qualified
to do business and is in good standing in every jurisdiction in which the nature
of the business conducted by it or property owned by it makes such qualification
necessary,  except where the failure to be so qualified or in good standing,  as
the case may be,  would  not  reasonably  be  expected,  individually  or in the
aggregate,   to  have  a  Material  Adverse  Effect.   The  only   corporations,
associations or other entities currently majority owned or controlled,  directly
or  indirectly,  by the Company are the  entities  listed in Exhibit 21.1 to the
Company's  Annual  Report on Form 10-K for the fiscal  year ended  December  31,
2006.

Section 2.2 Authorization;  Enforcement. The Company has all requisite corporate
 power and  authority  to enter into and to perform its  obligations  under this
 Agreement, to consummate the transactions  contemplated hereby and to issue the
 Shares in  accordance  with the  terms  hereof.  The  execution,  delivery  and
 performance of this Agreement by the Company and the  consummation by it of the
 transactions  contemplated  hereby  (including the issuance of the Shares) have
 been duly authorized by the Company's Board of Directors and no further consent
 or authorization of the Company, its Board of Directors, or its stockholders is
 required.  This Agreement has been duly executed by the Company and constitutes
 a legal,  valid and binding obligation of the Company  enforceable  against the
 Company in accordance with its terms,  except as enforceability  may be limited
 by applicable bankruptcy, insolvency,  reorganization, or moratorium or similar
 laws affecting  creditors' and contracting parties' rights generally and except
 as enforceability  may be subject to general principles of equity and except as
 rights  to  indemnity  and  contribution  may be  limited  by state or  federal
 securities laws or public policy underlying such laws.

          Section  2.3  Capitalization.  The  authorized  capital  stock  of the
Company,  as of February 23, 2007,  consisted of (a) 90,000,000 shares of Common
Stock, of which 37,733,605 shares were issued and outstanding and (b) 10,000,000
shares of Preferred  Stock,  $0.02 par value per share,  none of which have been
issued.  All of the issued and outstanding shares of Common Stock have been duly
authorized,  validly issued,  fully paid, and nonassessable.  As of February 23,
2007,  options to purchase an aggregate of 2,195,740 shares of Common Stock were
outstanding,  the Company had obligations to issue 1,038,675  shares of unvested
restricted  Common Stock upon vesting and 8,486,618  shares of Common Stock were
reserved for issuance upon conversion of the Company's  outstanding  convertible
debentures.  Except as disclosed in or  contemplated  by the SEC Documents,  the
Company  does not have  outstanding  any options to purchase,  warrants,  or any
preemptive  rights  or  other  rights  to  subscribe  for  or to  purchase,  any
securities or obligations convertible into or exchangeable


                                       2
<PAGE>

for, or any  contracts or  commitments  to issue or sell,  shares of its capital
stock or any such options,  rights,  convertible securities or obligations other
than options  granted  under the  Company's  stock option plans and its employee
stock purchase plan.

          Section 2.4 Issuance of Shares.  The Shares are duly  authorized  and,
upon issuance in accordance  with the terms of this  Agreement,  will be validly
issued,  fully paid and  non-assessable  and shall be free from all taxes, liens
and  charges  (excluding  taxes,  liens or charges  created  by or  through  the
Purchaser) and will not be subject to preemptive  rights or other similar rights
of  stockholders  of the Company.  No co-sale  right,  right of first refusal or
other  similar  right exists with respect to the Shares or the issuance and sale
thereof.  The issue  and sale of the  Shares  will not  result in a right of any
holder of Company  securities  to adjust the exercise,  conversion,  exchange or
reset price under such securities.

          Section 2.5 No  Conflicts;  Government  Consents and Permits.  (a) The
execution,  delivery and  performance  of this  Agreement by the Company and the
consummation by the Company of the transactions  contemplated  hereby (including
the issuance of the Shares) will not (i) conflict  with or result in a violation
of any provision of its  certificate of  incorporation  or bylaws or require the
approval of the Company's stockholders, (ii) violate or conflict with, or result
in a breach of any provision of, or constitute a default  under,  any agreement,
indenture,  or instrument to which the Company or any of its  subsidiaries  is a
party,  or (iii)  result in a violation  of any law,  rule,  regulation,  order,
judgment or decree  (including  United States federal and state  securities laws
and regulations and regulations of any  self-regulatory  organizations  to which
the Company or its securities  are subject)  applicable to the Company or any of
its  subsidiaries,  except in the case of clauses (ii) and (iii) only,  for such
conflicts,  breaches,  defaults,  and  violations  as would  not  reasonably  be
expected, individually or in the aggregate, to have a Material Adverse Effect.

          (b) The Company is not required to obtain any  consent,  authorization
or order of, or make any filing or registration  with, any court or governmental
agency or any regulatory or self regulatory  agency or any other Person in order
for  it to  execute,  deliver  or  perform  any of its  obligations  under  this
Agreement in accordance  with the terms hereof,  or to issue and sell the Shares
in  accordance  with the  terms  hereof  other  than  such as have  been made or
obtained, and except for the registration of the Shares under the Securities Act
pursuant to Section 6 hereof,  any filings required to be made under federal and
state securities  laws, and any required filings or notifications  regarding the
issuance or listing of additional shares with Nasdaq.

          (c)  Each of the  Company  and its  subsidiaries  has all  franchises,
permits,  licenses,  and any similar authority  necessary for the conduct of its
business  as now being  conducted  by it,  except  for such  franchise,  permit,
license  or  similar  authority,  the  lack of which  would  not  reasonably  be
expected,  individually or in the aggregate,  to have a Material Adverse Effect.
Neither of the  Company  nor its  subsidiaries  has  received  any notice of any
proceeding relating to revocation or modification of any such franchise, permit,
license, or similar authority except where such revocation or modification would
not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect.

          Section 2.6 SEC Documents,  Financial Statements.  (a) The Company has
timely filed all  reports,  schedules,  forms,  statements  and other  documents
required to be filed by


                                       3
<PAGE>

it with the SEC  during  the 24  months  preceding  the date of this  Agreement,
pursuant to the reporting requirements of the Exchange Act (all of the foregoing
filed prior to the date hereof and all exhibits  included  therein and financial
statements   and  schedules   thereto  and  documents   (other  than   exhibits)
incorporated by reference therein,  being hereinafter  referred to herein as the
"SEC Documents"). As of their respective dates, the SEC Documents complied as to
form in all material respects with the requirements of the Exchange Act, and the
rules and  regulations of the SEC promulgated  thereunder  applicable to the SEC
Documents,  and none of the SEC Documents,  at the time they were filed with the
SEC,  contained  any untrue  statement of a material  fact or omitted to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  The Financial  Statements have been prepared in accordance with
accounting  principles  generally  accepted in the United  States,  consistently
applied,  during the periods involved (except (i) as may be otherwise  indicated
in the  Financial  Statements  or the  notes  thereto,  or (ii)  in the  case of
unaudited interim statements,  to the extent they may not include footnotes, may
be  condensed  or  summary  statements  or may  conform  to the SEC's  rules and
instructions  for  Reports  on Form 10-Q) and  fairly  present  in all  material
respects  the  consolidated  financial  position  of the Company as of the dates
thereof and the  consolidated  results of its  operations and cash flows for the
periods then ended (subject, in the case of unaudited statements,  to normal and
recurring  year-end  audit  adjustments).  There  is  no  material  transaction,
arrangement,  or other relationship between the Company and an unconsolidated or
other off balance  sheet  entity that is required to be disclosed by the Company
in its Exchange  Act filings and is not so  disclosed.  All material  agreements
that were required to be filed as exhibits to the Annual Report on Form 10-K for
the fiscal  year ended  December  31,  2006  under  Item 601 of  Regulation  S-K
(collectively,  the  "Material  Agreements")  to which the Company or any of its
subsidiaries  are a party,  or to which the property or assets of the Company or
any of its  subsidiaries  are  subject,  have  been  filed  or  incorporated  by
reference  as  exhibits  to the Annual  Report on Form 10-K for the fiscal  year
ended  December 31,  2006.  Each of the Company and its  subsidiaries  is not in
breach of or  default  under  any of the  Material  Agreements  to which it is a
party, and to the Company's Knowledge, no other party to a Material Agreement is
in breach of or default under such Material Agreement, except, in each case, for
such breaches or defaults as would not reasonably be expected,  individually  or
in the aggregate, to have a Material Adverse Effect. Neither the Company nor any
of its  subsidiaries  has received a written notice of termination of any of the
Material  Agreements.  Except  with  respect  to  the  matters  covered  by  the
Confidentiality  Agreement  executed by the  applicable  Purchaser,  the Company
confirms  that  neither it nor any person  acting on its behalf has provided any
Purchaser  or its  agents  or  counsel  with any  information  that the  Company
believes constitutes material,  non-public information.  The Company understands
and confirms that each  Purchaser will rely on the foregoing  representation  in
effecting transactions in securities of the Company.

          (b) As of the date hereof the Company is a well-known  seasoned issuer
(a "WKSI") and is not an  ineligible  issuer,  each as defined in Rule 405 under
the Securities Act. The Company meets the  requirements  for the use of Form S-3
for the registration of the resale of the Shares by the Purchasers.

          Section 2.7 Absence of Litigation.  As of the date hereof, there is no
action,  suit or proceeding  before or by any court,  public  board,  government
agency,  self-regulatory


                                       4
<PAGE>

organization or body pending or, to the Company's Knowledge,  threatened against
the Company or any of its  subsidiaries  that,  if  determined  adversely  would
reasonably be expected,  individually  or in the  aggregate,  to have a Material
Adverse Effect. To the Knowledge of the Company, as of the date hereof, there is
no  investigation  before or by any  court,  public  board,  government  agency,
self-regulatory  organization or body pending or threatened  against the Company
or any of its  subsidiaries  that, if determined  adversely would  reasonably be
expected,  individually or in the aggregate,  to have a Material Adverse Effect.
To the Knowledge of the Company,  there is not pending any  investigation by the
SEC  involving  the Company or any current or former  director or officer of the
Company.  The Company has not received any stop order or other order  suspending
the  effectiveness of any registration  statement filed by the Company under the
Exchange Act or the Securities Act and, to the Company's Knowledge,  the SEC has
not issued any such order.

          Section 2.8 Intellectual  Property Rights. Each of the Company and its
subsidiaries  owns  or  possesses  licenses  or  sufficient  rights  to use  the
inventions  (patented and non-patented),  know-how,  trade secrets,  trademarks,
trademark applications, service marks, service names, trade names and copyrights
and any other material intellectual property that it is currently using and that
are  necessary  to enable it to conduct its business as conducted as of the date
hereof (the "Intellectual Property"),  except for such Intellectual Property the
lack  of  which  could  not  reasonably  be  expected,  individually  or in  the
aggregate,  to result in a Material  Adverse Effect.  Except as disclosed in the
SEC Documents, neither the Company nor any of its subsidiaries has infringed the
intellectual  property  rights  of  third  parties  and no third  party,  to the
Company's Knowledge and except as disclosed in the SEC Documents,  is infringing
the  Intellectual  Property,  in each case,  which could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect. Except
as disclosed in the SEC Documents,  there are no material  options,  licenses or
agreements relating to the Intellectual  Property,  nor is the Company or any of
its  subsidiaries  bound  by or a party to any  material  options,  licenses  or
agreements  relating  to  the  patents,  patent  applications,   patent  rights,
inventions, know-how, trade secrets, trademarks, trademark applications, service
marks,  service names,  trade names or copyrights of any other person or entity.
As of the date  hereof,  there is no  material  claim or  action  or  proceeding
pending or, to the Company's Knowledge, threatened, that challenges the right of
the  Company  or  any of  its  subsidiaries  with  respect  to any  Intellectual
Property.  The  Company  and its  subsidiaries  have taken  reasonable  security
measures  to  protect  the  secrecy,  confidentiality  and value of all of their
Intellectual Property.

          Section  2.9  Placement  Agent.  The  Company has taken no action that
would give rise to any claim by any person for brokerage commissions,  placement
agent's fees or similar payments  relating to this Agreement or the transactions
contemplated  hereby,  except  for  dealings  with the  Placement  Agent,  whose
commissions and fees will be paid by the Company.

          Section 2.10 Investment Company.  The Company is not and, after giving
effect  to the  offering  and sale of the  Shares,  will  not be an  "investment
company"  as such term is  defined in the  Investment  Company  Act of 1940,  as
amended.

          Section  2.11 No Material  Adverse  Effect.  Since  December 31, 2006,
except as  described  or  referred to in the SEC  Documents  and except for cash
expenditures in the ordinary  course of business,  there has not been any change
in the  business,  financial  condition,  results of


                                       5
<PAGE>

operations,  its assets or liabilities except for any such change that would not
reasonably  be  expected  to  result,  individually  or in the  aggregate,  in a
Material  Adverse  Effect.  No event,  liability or development  has occurred or
exists  with  respect to the  Company or its  subsidiaries  or their  respective
business, properties,  operations or financial condition, that would be required
to be disclosed by the Company under applicable securities laws at the time this
representation is made that has not been publicly disclosed at least one trading
day prior to the date that this representation is made.

          Section 2.12 Nasdaq Global Select Market.  The issued and  outstanding
shares of Common Stock are listed on Nasdaq,  and, to the  Company's  Knowledge,
there are no  proceedings  to revoke or suspend such listing.  The Company is in
compliance  in all  material  respects  with  the  requirements  of  Nasdaq  for
continued  listing of the Common Stock thereon and any other Nasdaq  listing and
maintenance requirements and has no knowledge of any facts or circumstances that
would  reasonably  lead to delisting or suspension of the Common Stock by Nasdaq
in the foreseeable future.

          Section 2.13 Acknowledgment  Regarding Purchasers' Purchase of Shares.
The Company acknowledges and agrees that each of the Purchasers is acting solely
in the capacity of an arm's length  purchaser with respect to this Agreement and
the transactions  contemplated  hereby. The Company further acknowledges that no
Purchaser  is acting as a financial  advisor or  fiduciary of the Company (or in
any  similar  capacity  with  respect  to the  Company),  with  respect  to this
Agreement and the transactions  contemplated  hereby and any advice given by any
Purchaser or any of their respective representatives or agents to the Company in
connection  with this  Agreement  and the  transactions  contemplated  hereby is
merely  incidental  to such  Purchaser's  purchase  of the  Shares.  The Company
further  represents to each Purchaser that the Company's  decision to enter into
this  Agreement  has  been  based  upon  the   independent   evaluation  of  the
transactions contemplated hereby by the Company and its representatives.

          Section 2.14  Accountants.  KPMG LLP, who have expressed their opinion
with respect to the audited  financial  statements  and  schedules  that will be
included as a part of the Registration Statement, are independent accountants as
required by the Securities Act.

          Section  2.15  Insurance.   Each  of  the  Company  and  its  Material
Subsidiaries  is insured by  insurers  of  recognized  financial  responsibility
against  such losses and risks and in such  amounts as the Company  believes are
prudent for a company (i) in the businesses and location in which the Company or
the Material Subsidiary,  as applicable, is engaged, and (ii) with the resources
of the Company or the Material Subsidiary, as applicable, as applicable. Neither
the Company nor any of the Material Subsidiaries has received any notice that it
will not be able to renew  its  existing  insurance  coverage  as and when  such
coverage  expires.  The Company and its Material  Subsidiaries have not received
any notice that the  Company  will not be able to renew its  existing  insurance
coverage at a reasonable cost as and when such coverage expires.

          Section 2.16 Foreign Corrupt Practices. Neither the Company nor any of
its subsidiaries nor, to the Company's Knowledge, any director,  officer, agent,
employee  or  other  person  acting  on  behalf  of  the  Company  or any of its
subsidiaries has, in the course of its actions for, or on behalf of, the Company
or any subsidiary,  (i) used any corporate funds for any


                                       6
<PAGE>

unlawful contribution,  gift,  entertainment or other unlawful expenses relating
to political activity;  (ii) made any direct or indirect unlawful payment to any
foreign or domestic  government official or employee from corporate funds; (iii)
violated  or is in  violation  of any  provision  of the  U.S.  Foreign  Corrupt
Practices  Act of 1977,  as amended;  or (iv) made any unlawful  bribe,  rebate,
payoff, influence payment,  kickback or other unlawful payment to any foreign or
domestic  government  official or employee;  except in the cases of clauses (i),
(ii) and (iv) only, as would not reasonably be expected,  individually or in the
aggregate, to have a Material Adverse Effect.

          Section  2.17  Private  Placement.  Neither the Company nor any person
acting on its or their behalf,  has, directly or indirectly,  made any offers or
sales of any security or  solicited  any offers to buy any  security,  under any
circumstances that would require registration of the Shares under the Securities
Act;  provided  that no  representation  or  warranty  is made  pursuant to this
Section  2.17 with respect to the  Placement  Agent.  None of the  Company,  its
subsidiaries, any of their affiliates, or any Person acting on their behalf has,
directly or  indirectly,  made any offers or sales of any  security or solicited
any  offers  to  buy  any  security,  under  circumstances  that  would  require
registration  of any of the  Shares  under  the  Securities  Act or  cause  this
offering of the Shares to be integrated  with prior offerings by the Company for
purposes  of  the  Securities  Act  or  any  applicable   stockholder   approval
provisions,  including,  without limitation,  under the rules and regulations of
Nasdaq.

          Section 2.18 No  Registration  Rights.  No person has the right to (i)
prohibit the Company from filing the  Registration  Statement or (ii) other than
as  disclosed  in the  SEC  Documents,  require  the  Company  to  register  any
securities  for sale  under the  Securities  Act by reason of the  filing of the
Registration Statement.  The granting and performance of the registration rights
under this Agreement will not violate or conflict with, or result in a breach of
any provision of, or constitute a default  under,  any  agreement,  indenture or
instrument to which the Company is a party.

          Section 2.19  Application  of Takeover  Protections.  Assuming that no
Purchaser  will become an Interested  Stockholder  within the meaning of Section
203 of the Delaware General Corporation Law or become an Acquiring Person within
the meaning of the  Company's  stockholder  rights plan as result  thereof,  the
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  hereby  will  not  impose  any  restriction  on  any
Purchaser,  or create in any party  (including  any current  stockholder  of the
Company) any rights, under any share acquisition,  business combination,  poison
pill (including any  distribution  under a rights  agreement),  or other similar
anti-takeover  provisions under the Company's  charter  documents or the laws of
its state of incorporation.

          Section 2.20 Sarbanes-Oxley Act. The Company is in material compliance
with all applicable  provisions of the U.S.  Sarbanes-Oxley Act of 2002 that are
effective and the rules and regulations promulgated in connection therewith.

          Section 2.21 Internal Accounting  Controls.  The Company maintains (i)
effective  internal  control over financial  reporting as defined in Rule 13a-15
under the  Securities  Exchange  Act of 1934,  as amended,  and (ii) a system of
internal accounting controls sufficient to provide reasonable assurance that (A)
transactions  are executed in accordance with


                                       7
<PAGE>

management's general or specific  authorizations;  (B) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
generally accepted accounting  principles and to maintain asset  accountability;
(C) access to assets is permitted only in accordance with  management's  general
or specific  authorization;  and (D) the recorded  accountability  for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with  respect to any  differences.  The  Company  maintains  disclosure
controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e)  under the
Exchange Act) that are designed to provide reasonable assurance that information
required to be  disclosed  in the  Company's  reports  under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in the rules and forms of the SEC, and that such  information is accumulated and
communicated to the Company's management,  including its Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosures.

          Section  2.22  Taxes.  The Company  and each of its  subsidiaries  has
timely  filed (or has  obtained an  extension  of time within which to file) all
necessary  federal,  state and foreign  income and franchise tax returns and has
paid all taxes shown as due on such tax returns,  except where the failure to so
file or the  failure  to so pay  would  not  reasonably  be  expected  to have a
Material Adverse Effect.

          Section 2.23 No Manipulation of Stock. The Company has not, and to its
knowledge no one acting on its behalf has, taken, nor will it take,  directly or
indirectly,  any action  designed to  stabilize or  manipulate  the price of the
Common Stock or any security of the Company to facilitate  the sale or resale of
any of the Shares.

          Section  2.24  Related  Party  Transactions.  Except  with  respect to
transactions  (i) that are not  required to be disclosed  and (ii)  contemplated
hereby to the extent any  director or  executive  officer or an Affiliate of any
director or executive officer purchases Securities  hereunder,  all transactions
that have occurred between or among the Company, on the one hand, and any of its
executive  officers or  directors,  or any  Affiliate or  Affiliates of any such
officer or  director,  on the other  hand,  prior to the date  hereof  have been
disclosed in the SEC Documents.

          Section 2.25  Disclosure.  The  representations  and warranties of the
Company  contained  herein are true and correct in all material  respects and do
not  contain  any  untrue  statement  of a  material  fact or omit to state  any
material fact  necessary in order to make the  statements  made therein,  in the
light of the circumstances under which they were made, not misleading.

          Section 2.26 U.S. Real Property  Holding  Corporation.  The Company is
not, nor has it ever been, a U.S. real property holding  corporation  within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended.

          Section   2.27   Insolvency.   The  Company   and  its   subsidiaries,
individually  and on a consolidated  basis,  are not as of the date hereof,  and
after  giving  effect to the  transactions  contemplated  hereby to occur at the
Closing, will not be Insolvent (as defined below). For purposes of this Section.
"Insolvent"  means,  with  respect to any Person (i) the present  fair  saleable
value of the such Person's  assets is less than the amount  required to pay such
Person's


                                       8
<PAGE>

total indebtedness, (ii) such Person is unable to pay its debts and liabilities,
subordinated,  contingent or  otherwise,  as such debts and  liabilities  become
absolute and  matured,  (iii) such Person  intends to incur or believes  that it
will incur debts that would be beyond its  ability to pay as such debts  mature,
or (iv) such Person has  unreasonably  small  capital  with which to conduct the
business  in  which it is  engaged  as such  business  is now  conducted  and is
proposed to be conducted.

          Section  2.28 Title.  The Company and its  subsidiaries  have good and
marketable  title to all real  property and good title to all personal  property
owned  by  them  which  is  material  to the  business  of the  Company  and its
subsidiaries,  in each  case  free and  clear  of all  liens,  encumbrances  and
defects, except for such liens, encumbrances and defects as are disclosed in the
SEC Documents,  or arise under the credit facilities that have been entered into
by the Company and its  subsidiaries,  or as would not  reasonably  be expected,
individually or in the aggregate,  to result in a Material  Adverse Effect.  Any
real  property  and  facilities  held under  lease by the Company and any of its
subsidiaries  are held by them under valid,  subsisting and  enforceable  leases
with such exceptions as would not reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect.

          Section 2.29 Environmental  Laws. The Company and its subsidiaries (i)
are in compliance with any and all Environmental Laws (as hereinafter  defined),
(ii) have  received all permits,  licenses or other  approvals  required of them
under applicable  Environmental Laws to conduct their respective  businesses and
(iii)  are in  compliance  with all  terms and  conditions  of any such  permit,
license or approval where, in each of the foregoing clauses (i), (ii) and (iii),
the failure to so comply could be reasonably  expected to have,  individually or
in the aggregate, a Material Adverse Effect. The term "Environmental Laws" means
all federal, state, local or foreign laws relating to pollution or protection of
human health or the environment  (including,  without  limitation,  ambient air,
surface  water,  groundwater,  land surface or  subsurface  strata),  including,
without  limitation,  laws  relating  to  emissions,   discharges,  releases  or
threatened  releases  of  chemicals,  pollutants,   contaminants,  or  toxic  or
hazardous substances or wastes  (collectively,  "Hazardous  Materials") into the
environment, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials,
as well as all  authorizations,  codes,  decrees,  demands  or  demand  letters,
injunctions,  judgments,  licenses,  notices or notice letters, orders, permits,
plans or regulations issued, entered, promulgated or approved thereunder.

          Section  2.30  Employee  Relations.  Except  as  disclosed  in the SEC
Documents,  neither the Company  nor any of its  Subsidiaries  is a party to any
collective  bargaining agreement.  Except as disclosed in the SEC Documents,  no
executive  officer of the Company has notified  the Company that such  executive
officer  intends to leave the  Company or  otherwise  terminate  such  executive
officer's  employment with the Company.  The Company and its subsidiaries are in
compliance  with all  federal,  state,  local and foreign  laws and  regulations
respecting labor,  employment and employment  practices and benefits,  terms and
conditions  of  employment  and wages and hours,  except where  failure to be in
compliance  would not, either  individually  or in the aggregate,  reasonably be
expected to result in a Material Adverse Effect.

          Section  2.31  Subsidiary  Rights.  Except  as set  forth  in the  SEC
Documents  and except as provided in the credit  facilities  entered into by the
Company and its  subsidiaries,  the


                                       9
<PAGE>

Company  or one of its  subsidiaries  has the  right to vote,  and  (subject  to
limitations  imposed by applicable law) to receive  dividends and  distributions
on, all capital  securities of its  subsidiaries as owned by the Company or such
subsidiary.

          Section 2.32 Acknowledgement  Regarding  Purchasers' Trading Activity.
It is understood  and  acknowledged  by the Company that,  except as provided in
Section 3.11 and subject to compliance by the Purchasers  with  applicable  law,
(i) none of the Purchasers have been asked by the Company or its Subsidiaries to
agree,  nor has any Purchaser  agreed with the Company or its  Subsidiaries,  to
desist from purchasing or selling, long and/or short, securities of the Company,
or "derivative"  securities based on securities issued by the Company or to hold
the Shares for any specified term;  (ii) any Purchaser,  and  counterparties  in
"derivative"  transactions  to which any such Purchaser is a party,  directly or
indirectly, presently may have a "short" position in the Common Stock, and (iii)
each Purchaser shall not be deemed to have any affiliation  with or control over
any arm's  length  counterparty  in any  "derivative"  transaction.  The Company
further  understands  and  acknowledges  that,  subject  to  compliance  by  the
Purchasers  with  applicable  law, one or more  Purchaser  may engage in hedging
and/or trading activities at various times during the period that the Shares are
outstanding and (b) such hedging and/or trading  activities,  if any, can reduce
the value of the existing  stockholders'  equity interest in the Company both at
and after the time the hedging  and/or trading  activities are being  conducted.
The  Company  acknowledges  that  such  aforementioned  hedging  and/or  trading
activities do not constitute a breach of this Agreement, or any of the documents
executed in connection herewith.

                                  ARTICLE III
                  PURCHASER'S REPRESENTATIONS AND WARRANTIES
                  ------------------------------------------

          Each  Purchaser represents and warrants to the Company,  severally and
not jointly, with respect to itself and its purchase hereunder, that:

          Section 3.1 Investment Purpose. The Purchaser is purchasing the Shares
for its own  account  and not with a present  view  toward  the  public  sale or
distribution thereof and has no intention of selling or distributing any of such
Shares or any arrangement or understanding  with any other persons regarding the
sale or  distribution of such Shares except in accordance with the provisions of
Article VI or except as would not result in a violation of the  Securities  Act.
The Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or
otherwise  dispose of (or  solicit  any  offers to buy,  purchase  or  otherwise
acquire  or take a pledge of) any of the  Shares  (including  hedging in respect
thereof)  except in accordance  with the provisions of Article VI or pursuant to
and in accordance with the Securities Act.

          Section 3.2  Questionnaires.  Purchaser has submitted to the Company a
Purchaser  Questionnaire  and a Registration  Statement notice and questionnaire
substantially  in the form of Exhibit B hereto and such  questionnaire  shall be
accurate and correct when delivered and as of the Closing Date.

          Section 3.3 Reliance on Exemptions. The Purchaser understands that the
Shares are being  offered and sold to it in reliance  upon  specific  exemptions
from the registration requirements of United States federal and state securities
laws,  including Section 4(2) of the


                                       10
<PAGE>

Securities  Act and Rule 506 of Regulation D thereunder  and that the Company is
relying upon the truth and accuracy of, and the Purchaser's compliance with, the
representations,  warranties, agreements,  acknowledgments and understandings of
the Purchaser set forth herein in order to determine  the  availability  of such
exemptions and the eligibility of the Purchaser to acquire the Shares.

          Section 3.4  Information.  The  Purchaser has had the  opportunity  to
review  the SEC  Documents.  At a  reasonable  time prior to the  Offering,  the
Purchaser has been afforded the opportunity to ask questions and receive answers
concerning the terms and conditions of the Offering and to obtain any additional
information  which the Company  possesses  or can acquire  without  unreasonable
effort or expense that is  necessary  to verify the accuracy of the  information
contained  in  the  SEC   Documents.   Neither  such  inquiries  nor  any  other
investigation conducted by or on behalf of such Purchaser or its representatives
or counsel shall modify,  amend or affect such Purchaser's  right to rely on the
truth,  accuracy  and  completeness  of the  SEC  Documents  and  the  Company's
representations and warranties contained herein.

          Section 3.5  Acknowledgement  of Risk. (a) The Purchaser  acknowledges
and understands that its investment in the Shares involves a significant  degree
of risk,  including,  without  limitation,  (i) an  investment in the Company is
speculative,  and only  Purchasers  who can  afford  the  loss of  their  entire
investment  should  consider  investing in the Company and the Shares;  (ii) the
Purchaser may not be able to liquidate its investment;  (iii) transferability of
the Shares is limited;  (iv) in the event of a  disposition  of the Shares,  the
Purchaser could sustain the loss of its entire  investment;  (v) the Company has
not  paid  any  dividends  on its  Common  Stock  since  inception  and does not
anticipate the payment of dividends in the foreseeable future and (vi) the "Risk
Factors" included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2006. Such risks are more fully set forth in the SEC Documents;

          (b) The  Purchaser  is an  "accredited  investor"  as  defined in Rule
501(a) of Regulation D under the  Securities  Act. The Purchaser is able to bear
the  economic  risk of  holding  the Shares for an  indefinite  period,  and has
knowledge  and  experience  in financial  and  business  matters such that it is
capable of evaluating the risks of the investment in the Shares; and

          (c) The Purchaser has, in connection with the Purchaser's  decision to
purchase  Shares,  not  relied  upon any  representations  or other  information
(whether  oral or written)  other than as set forth in the  representations  and
warranties of the Company contained herein,  and the Purchaser has, with respect
to all matters  relating to this Agreement and the offer and sale of the Shares,
relied solely upon the advice of such Purchaser's own counsel and has not relied
upon or consulted any counsel to the Placement Agent or counsel to the Company.

          Section 3.6  Governmental  Review.  The Purchaser  understands that no
United States  federal or state agency or any other  government or  governmental
agency has passed upon or made any  recommendation  or endorsement of the Shares
or an investment therein.



                                       11
<PAGE>

          Section 3.7 Transfer or Resale. The Purchaser understands that:


          (a) the Shares  have not been and are not being  registered  under the
Securities  Act (other than as  contemplated  in Article  VI) or any  applicable
state securities laws and, consequently, the Purchaser may have to bear the risk
of owning the Shares for an indefinite period of time because the Shares may not
be transferred unless (i) the resale of the Shares is registered  pursuant to an
effective  registration  statement  under the Securities Act, as contemplated in
Article  VI;  (ii) the  Purchaser  has  delivered  to the  Company an opinion of
counsel (in form, substance and scope reasonably satisfactory to the Company) to
the effect that the Shares to be sold or transferred  may be sold or transferred
pursuant to an exemption from such registration; or (iii) the Shares are sold or
transferred pursuant to Rule 144;

          (b) any sale of the Shares  made in  reliance  on Rule 144 may be made
only  in  accordance  with  the  terms  of Rule  144  and,  if  Rule  144 is not
applicable,  any  resale of the Shares may  require  compliance  with some other
exemption  under the  Securities  Act or the rules  and  regulations  of the SEC
thereunder; and

          (c) except as set forth in Article  VI,  neither  the  Company nor any
other person is under any  obligation to register the resale of the Shares under
the Securities Act or any state  securities laws or to comply with the terms and
conditions of any exemption thereunder.

          Section 3.8 Legends.  (a) The Purchaser  understands the  certificates
representing  the Shares will bear a  restrictive  legend in  substantially  the
following form (and a stop-transfer  order may be placed against transfer of the
certificates for such Shares) while a legend is required on such Shares:

          THE  SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR THE  SECURITIES  LAWS OF ANY
STATE OF THE  UNITED  STATES.  THE  SHARES  MAY NOT BE SOLD,  OFFERED  FOR SALE,
PLEDGED,  HYPOTHECATED,  TRANSFERRED  OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION  STATEMENT  FOR THE SHARES UNDER  APPLICABLE  SECURITIES  LAWS,  OR
UNLESS  OFFERED,  SOLD,  PLEDGED,  HYPOTHECATED  OR  TRANSFERRED  PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM THE  REGISTRATION  REQUIREMENTS  OF THOSE  LAWS.  THE
COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL  SATISFACTORY  TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.  NOTWITHSTANDING  THE FOREGOING,
THE SHARES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING  ARRANGEMENT  SECURED BY THE SHARES TO THE EXTENT  EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT.

          Section  3.9  Authorization;   Enforcement.   The  Purchaser  has  all
requisite  power and  authority  to enter into this  Agreement,  to perform  its
obligations  hereunder and to consummate the transactions  contemplated  hereby.
The  Purchaser  has  taken all  necessary  action to  authorize  the  execution,
delivery  and  performance  of this  Agreement.  This  Agreement  has been  duly
executed by the Purchaser and constitutes a valid and binding  obligation of the
Purchaser enforceable in accordance with its terms, except as enforceability may
be limited by


                                       12
<PAGE>

applicable bankruptcy,  insolvency,  reorganization,  moratorium or similar laws
affecting  creditors' and contracting  parties'  rights  generally and except as
enforceability  may be  subject to  general  principles  of equity and except as
rights  to  indemnity  and  contribution  may be  limited  by state  or  federal
securities laws or public policy underlying such laws.

          Section  3.10   Residency.   The   Purchaser  is  a  resident  of  the
jurisdiction set forth  immediately below such Purchaser's name on the signature
pages hereto.

          Section 3.11 No Transactions.  Between the time the Purchaser  learned
about the  Offering  and the public  announcement  or public  disclosure  of the
Offering  pursuant  to  Section  4.4,  the  Purchaser  has  not  engaged  in any
transactions  with respect to the Common Stock, nor has the Purchaser,  directly
or indirectly,  caused any Person to engage in any transactions  with respect to
the Common Stock.

          Section  3.12  Acknowledgements  Regarding  Placement  Agent.  (a) The
Purchaser  acknowledges  that the  Placement  Agent is acting  as the  exclusive
placement  agent on a "best  efforts"  basis for the Shares being offered hereby
and  will be  compensated  by the  Company  for  acting  in such  capacity.  The
Purchaser represents that (i) the Purchaser has a pre-existing relationship with
the Placement Agent, (ii) the Purchaser was contacted  regarding the sale of the
Shares by the Placement Agent (or an authorized agent or representative thereof)
with whom the Purchaser  entered into a  confidentiality  agreement and (iii) no
Shares were  offered or sold to it by means of any form of general  solicitation
or general advertising.

          (b) The  Purchaser  acknowledges  that  the  Placement  Agent  and its
directors, officers, employees,  representatives and controlling persons have no
responsibility  for making any  independent  investigation  of the Company's SEC
Documents and make no  representation  or warranty to the Purchaser,  express or
implied, with respect to the Company or the Shares or the accuracy, completeness
or adequacy of the  Company's  SEC  Documents  or any other  publicly  available
information,  nor shall any of the  foregoing  persons be liable for any loss or
damages of any kind resulting from the use of the information  contained therein
or otherwise supplied to the Purchaser.  In addition, the Purchaser acknowledges
that it has not relied on  information  provided by any of such  persons but has
conducted its own investigation.

          Section 3.13 Review of Schedule 1. The Purchaser  acknowledges receipt
and review of the information set forth in Schedule 1.

                                   ARTICLE IV
                                    COVENANTS
                                    ---------

          Section 4.1 Reporting Status. The Company's Common Stock is registered
under  Section 12 of the  Exchange  Act.  During the  Registration  Period,  the
Company agrees to use commercially  reasonable  efforts to timely (or within the
periods  permitted  under Rule 12b-25 of the Exchange Act) file with the SEC all
reports required to be so filed under the Exchange Act, and the Company will not
terminate  its status as an issuer  required to file reports  under the Exchange
Act even if the  Exchange  Act or the rules  and  regulations  thereunder  would
permit such termination.



                                       13
<PAGE>

          Section 4.2 Expenses. The Company and each Purchaser is each severally
and not jointly  liable for,  and each will pay,  its own  expenses  incurred in
connection  with the  negotiation,  preparation,  execution and delivery of this
Agreement,  including, without limitation,  attorneys' and consultants' fees and
expenses.

          Section 4.3  Information.  (a) The Company  agrees that the  financial
statements  of the Company to be included  in any  documents  filed with the SEC
will be prepared in accordance with accounting  principles generally accepted in
the  United  States,  consistently  applied  (except  (i) as  may  be  otherwise
indicated in such financial statements or the notes thereto, or (ii) in the case
of unaudited interim  statements,  to the extent they may not include footnotes,
may be  condensed  or summary  statements  or may conform to the SEC's rules and
instructions  for Reports on Form 10-Q), and will fairly present in all material
respects the  consolidated  financial  position of the Company and  consolidated
results of its operations and cash flows as of, and for the periods  covered by,
such financial  statements  (subject,  in the case of unaudited  statements,  to
normal and recurring year-end audit adjustments).

          (b) The Company  covenants  and agrees that  neither it nor  any other
Person  acting on its behalf will provide any Purchaser or its agents or counsel
with any information that the Company believes  constitutes  material non-public
information,  unless prior thereto such Purchaser  shall have executed a written
agreement  regarding the  confidentiality  and use of such information after the
date hereof.  The Company  understands and confirms that each Purchaser shall be
relying on the foregoing representations in effecting transactions in securities
of the Company.

          Section 4.4 Securities Laws Disclosure;  Publicity.  On or before 9:30
a.m.,  New York local  time,  on March 8, 2007 the  Company  shall issue a press
release or Form 8-K  announcing the signing of this Agreement and describing the
material terms of the transactions contemplated by this Agreement, including the
contemplated use of proceeds. The Company acknowledges that, after the filing of
such Form 8-K or issuance of such press release,  the Purchasers  will no longer
be in possession of material non-public information regarding the Company or the
Offering  that has been  provided by or on behalf of the  Company.  On or before
March 12, 2007, the Company shall file a Current Report on Form 8-K with the SEC
describing the terms of the transactions  contemplated by this Agreement and the
contemplated  use of proceeds and including as an exhibit to such Current Report
on Form 8-K this  Agreement,  in the form  required  by the  Exchange  Act.  The
Company  shall not  publicly  disclose  any  information  concerning a Purchaser
without the prior written  consent of such  Purchaser,  except for disclosure of
the name of such  Purchaser and the type and amount of securities of the Company
held by such  Purchaser  in  connection  with any  legal or  regulatory  filings
required to be made by the Company or except as otherwise required by law.

          Section 4.5 Sales by  Purchasers.  Each Purchaser will sell any Shares
held by it in compliance with applicable  prospectus delivery  requirements,  if
any, or otherwise in  compliance  with the  requirements  for an exemption  from
registration under the Securities Act and the rules and regulations  promulgated
thereunder.

          Section 4.6 Pledge of Shares. The Company acknowledges and agrees that
the Shares may be pledged by a Purchaser in  connection  with a bona fide margin
agreement or


                                       14
<PAGE>

other loan or financing arrangement that is secured by the Shares. The pledge of
Shares shall not be deemed to be a transfer,  sale or  assignment  of the Shares
hereunder,  and no Purchasers effecting a pledge of the Shares shall be required
to provide the Company with any notice thereof or otherwise make any delivery to
the  Company  pursuant to this  Agreement;  provided  that a  Purchaser  and its
pledgee shall comply with the  provisions of this Agreement in order to effect a
sale, transfer, or assignment of any such Shares to such pledgee. At the expense
of the Purchaser  pledging such Shares, the Company hereby agrees to execute and
deliver such  documentation  as pledgee of the Shares may reasonably  request in
connection with a pledge of the Shares to such pledgee by a Purchaser.

          Section  4.7 Removal of Legend.  The  Purchaser  may request  that the
Company  remove,  and the Company  agrees to authorize the removal of any legend
from the Shares (i)  following  any sale of the Shares  pursuant to an effective
Registration Statement or Rule 144, (ii) while a registration statement covering
the resale of such security is effective  under the  Securities  Act  (provided,
however,  that  the  Purchaser's  prospectus  delivery  requirements  under  the
Securities Act will remain), or (iii) if such Shares are eligible for sale under
Rule 144(k).  Following  the time a legend is no longer  required for the Shares
hereunder,  the Company will  promptly  following the delivery by a Purchaser to
the  Company's  transfer  agent  of a  legended  certificate  representing  such
securities with notice to the Company,  deliver or cause to be delivered to such
Purchaser  a  certificate  representing  such  securities  that is free from all
restrictive  and other  legends.  The Company shall cause its counsel to issue a
legal opinion to the Company's  transfer agent promptly after the effective date
of  any  registration  statement  (the  "Effective  Date")  if  required  by the
Company's  transfer  agent to effect the  removal of the legend  hereunder.  The
Company  agrees that following the Effective Date or at such time as such legend
is no longer  required  under  clause (ii) above,  it will,  no later than three
trading days  following the delivery by any Purchaser to the Company's  transfer
agent of a certificate representing Shares issued with a restrictive legend with
notice to the  Company,  deliver or cause to be  delivered  to such  Purchaser a
certificate representing such Shares that is free from all restrictive and other
legends.  The  Company  may  not  make  any  notation  on its  records  or  give
instructions   to  any  transfer  agent  of  the  Company  that  enlarge(s)  the
restrictions  on transfer set forth  herein.  If within three trading days after
the  receipt  by  the  Company's  transfer  agent  of  a  legended   certificate
representing such Shares (the "Delivery Date"),  the Company shall fail to issue
and deliver to such  Purchaser a  certificate  representing  such Shares that is
free from all  restrictive  and other legends,  and if on or after such Delivery
Date the Purchaser purchases (in an open market transaction or otherwise) shares
of Common Stock ("Covering  Shares") to deliver in satisfaction of a sale by the
Purchaser of Shares ("Sold  Shares") that the  Purchaser  anticipated  receiving
from the Company without any restrictive  legend, then the Company shall, within
three  trading  days after the  Purchaser's  request,  pay to the  Purchaser  in
immediately  available  funds an  amount  equal  to the  number  of Sold  Shares
multiplied by the excess,  if any, of (x) the  Purchaser's  total purchase price
per share (including brokerage commissions, if any) for the Covering Shares over
(y) the net proceeds per share (after brokerage commissions, if any) received by
the Purchaser from the sale of the Sold Shares.



                                       15
<PAGE>

                                   ARTICLE V
                              CONDITIONS TO CLOSING
                              ---------------------

          Section 5.1 Conditions to  Obligations  of the Company.  The Company's
obligation  to complete  the  purchase  and sale of the Shares and deliver  such
stock  certificate(s)  to each Purchaser is subject to the fulfillment or waiver
as of the Closing Date of the following conditions:

          (a) Receipt of Funds.  The  Company  shall have  received  immediately
available  funds in the full amount of the  purchase  price for the Shares being
purchased  hereunder from Purchasers  acquiring 90% of the aggregate  Shares set
forth on Exhibit A hereto.

          (b) Representations and Warranties. The representations and warranties
made by each  Purchaser in Article III shall be true and correct in all material
respects,  except such  representations  and  warranties  that are  qualified by
materiality  or Material  Adverse  Effect  which must be true and correct in all
respects,  as if they  had been  made on and as of such  date,  except  that the
accuracy of  representations  and  warranties  that by their terms speak as of a
specified date will be determined as of such date.

          (c) Covenants.  All covenants,  agreements and conditions contained in
this Agreement to be performed by the Purchasers on or prior to the Closing Date
shall have been performed or complied with in all material respects.

          (d) Blue Sky. The Company shall have  obtained all necessary  blue sky
law permits and qualifications, or secured exemptions therefrom, required by any
state for the offer and sale of the Shares.

          (e) Absence of Litigation. No proceeding challenging this Agreement or
the transactions  contemplated hereby, or seeking to prohibit, alter, prevent or
materially  delay the Closing,  shall have been  instituted or be pending before
any court, arbitrator, governmental body, agency or official.

          (f) No Governmental Prohibition. The sale of the Shares by the Company
shall not be prohibited by any law or governmental order or regulation.

          (g) No Stop Order.  No stop order or  suspension of trading shall have
been imposed by Nasdaq,  the SEC or any other  governmental  or regulatory  body
with respect to public trading in the Common Stock.

          Section 5.2 Conditions to Purchasers' Obligations at the Closing. Each
Purchaser's  obligation  to  complete  the  purchase  and sale of the  Shares is
subject to the  fulfillment  or waiver as of the Closing  Date of the  following
conditions:

          (a) Representations and Warranties. The representations and warranties
made by the Company in Article II that are qualified by  materiality  (including
in the definition of Material  Adverse  Effect) shall be true and correct in all
respects as of the Closing  Date as if they had been made on and as of such date
and the  representations  and warranties  made by the Company in Article II that
are not so qualified  shall be true and correct in all  material  respects


                                       16
<PAGE>

as if they had been made on and as of such date,  except  that the  accuracy  of
representations  and warranties that by their terms speak as of a specified date
will be determined as of such date.

          (b) Covenants.  All covenants,  agreements and conditions contained in
this  Agreement  to be  performed by the Company on or prior to the Closing Date
shall have been performed or complied with in all material respects.

          (c) Blue Sky. The Company shall have  obtained all necessary  blue sky
law permits and qualifications, or secured exemptions therefrom, required by any
state or foreign or other jurisdiction for the offer and sale of the Shares.

          (d) Legal Opinion.  The Company shall have delivered to such Purchaser
an opinion,  dated as of the Closing Date, from (i) Stinson Morrison Hecker LLP,
counsel  to the  Company,  and (ii)  the  General  Counsel  of the  Company,  in
substantially  the  forms  attached  hereto  as  Exhibit  C-1 and  Exhibit  C-2,
respectively.

          (e)  Certificates of the Company.  The Company shall have delivered to
such Purchaser (i) a certificate of a senior  executive  officer of the Company,
dated the Closing Date,  confirming the satisfaction of the conditions set forth
in clauses (a) and (b) of this Section 5.2, (ii) a certificate  of the Secretary
or Assistant Secretary of the Company,  dated the Closing Date, certifying as to
the incumbency  and signatures of the officers  executing this Agreement and the
other  documents  delivered by the Company under this Agreement and (iii) a good
standing  certificate  of the  Company,  dated  as of a  recent  date,  from the
Secretary of State of the State of Delaware.

          (f) Transfer Agent  Instructions.  The Company shall have delivered to
its transfer  agent  irrevocable  instructions  to issue to such Purchaser or in
such  nominee  name(s) as  designated  by such  Purchaser in writing one or more
certificates  representing  such  number  of  Shares  set  forth  opposite  such
Purchaser's name on Exhibit A hereto.

          (g) Absence of Litigation. No proceeding challenging this Agreement or
the transactions  contemplated hereby, or seeking to prohibit, alter, prevent or
materially  delay the Closing,  shall have been  instituted or be pending before
any court, arbitrator, governmental body, agency or official.

          (h) No Governmental Prohibition. The sale of the Shares by the Company
shall not be prohibited by any law or governmental order or regulation.

          (i) No Stop Order.  No stop order or  suspension of trading shall have
been  imposed or  threatened  by Nasdaq,  the SEC or any other  governmental  or
regulatory body with respect to public trading in the Common Stock.

          (j)  Outstanding  Shares.  The  Company  shall have  delivered  to the
Purchasers a letter from the Company's  transfer agent  certifying the number of
shares of Common Stock  outstanding as of a date within five days of the Closing
Date.

          (k) Listed.  The Common  Stock shall be  designated  for  quotation or
listed on Nasdaq, subject to official notice of issuance.



                                       17
<PAGE>

                                   ARTICLE VI
                               REGISTRATION RIGHTS
                               -------------------

          Section 6.1 Filing of  Registration  Statement.  The Company shall use
its reasonable best efforts to (i) file with the SEC and have declared effective
a  registration  statement  pursuant to Rule 415 under the  Securities  Act (the
"Registration  Statement") covering the resale of the Registrable  Securities no
later than 30 days after the Closing Date (the "Filing Date"),  provided that to
the extent then available to the Company,  such Registration  Statement shall be
an  automatic  shelf  registration  statement  on Form S-3 and (ii)  effect  the
registration,  qualifications or compliances (including, without limitation, the
execution  of  any  required  undertaking  to  file  post-effective  amendments,
appropriate  qualifications  or exemptions  under  applicable  blue sky or other
state  securities  laws and appropriate  compliance  with applicable  securities
laws,  requirements or regulations) as promptly as practicable  after the filing
thereof.

          Section 6.2 Expenses. All Registration Expenses incurred in connection
with any  registration,  qualification,  exemption  or  compliance  pursuant  to
Section 6.1 shall be borne by the Company.  All Selling Expenses relating to the
sale of  securities  registered  by or on behalf of any Holder shall be borne by
such Holder.

          Section 6.3 Registration Defaults. The Company further agrees that, in
the event that the  Registration  Statement  (i) has not been filed with the SEC
and declared  effective  within 30 days after the Closing Date or (ii) after the
Registration  Statement  is declared  effective  by the SEC, is suspended by the
Company  or  ceases  to  remain  continuously  effective  as to all  Registrable
Securities  for which it is required to be effective,  other than, in each case,
within the time period(s)  permitted by Section 6.7(b) (each such event referred
to in clauses (i) and (ii), a "Registration Default"), for any thirty-day period
(a "Penalty  Period")  during which the  Registration  Default  remains  uncured
(which initial  thirty-day period shall commence on the fifth Business Day after
the date of such Registration  Default if such Registration Default has not been
cured by such date),  the Company shall pay in cash to each Purchaser 1% of such
Purchaser's aggregate Purchase Price for such Purchaser's Registrable Securities
then held by such  Purchaser  that are not then permitted to be sold pursuant to
the Registration Statement for each Penalty Period during which the Registration
Default remains uncured; provided, however, that if a Purchaser fails to provide
the  Company  with  any  information  that is  required  to be  provided  in the
Registration  Statement with respect to such Purchaser as set forth herein, then
the commencement of the Penalty Period with respect to such Purchaser  described
above  shall be  extended  until such time as the  Company  fails to comply with
Section  6.4(k);  provided  further,  that  the  amount  payable  to any  Holder
hereunder  for any partial  Penalty  Period  shall be prorated for the number of
actual days during such  Penalty  Period  during  which a  Registration  Default
remains  uncured;  and provided  further,  that in no event shall the Company be
required  to pay to any  Purchaser  pursuant to this  Section  6.3 an  aggregate
amount that exceeds 10% of the aggregate  Purchase  Price paid by such Purchaser
for such Purchaser's Registrable Securities. The amount set forth above shall be
the exclusive monetary remedy available to the Holders of Registrable Securities
for  each  Registration  Default  or  a  breach  of  this  Agreement  that  also
constitutes a Registration  Default (or would constitute a Registration  Default
except for Section 6.7(b)).



                                       18
<PAGE>

          Section  6.4  Registration  Period  Covenants.  In  the  case  of  the
registration,  qualification,  exemption or  compliance  effected by the Company
pursuant to this Agreement,  the Company shall, upon reasonable request,  inform
each Holder as to the status of such registration,  qualification, exemption and
compliance. At its expense, during the Registration Period, the Company shall:

          (a) except for such times as the  Company is  permitted  hereunder  to
suspend the use of the prospectus  forming part of the  Registration  Statement,
use its  commercially  reasonable  efforts  to keep such  registration,  and any
qualification,  exemption or  compliance  under state  securities  laws that the
Company  determines to obtain,  continuously  effective with respect to a Holder
(including,  filing any necessary  post-effective  amendment to the Registration
Statement)  and to  keep  such  Registration  Statement  free  of  any  material
misstatements or omissions,  until the earlier of the following:  (i) the second
anniversary  of the  Closing  Date,  (ii)  the  date on  which  all  Registrable
Securities  held by such  Holder may be sold under Rule 144(k) or (iii) the date
that all of the Registrable  Securities have been sold by the Holder. The period
of time during which the Company is required  hereunder to keep the Registration
Statement effective is referred to herein as the "Registration Period";

          (b) advise the Holders:

                    (i) within two Business Days when the Registration Statement
          or any  amendment  thereto  has been  filed  with the SEC and when the
          Registration  Statement or any  post-effective  amendment  thereto has
          become effective;

                    (ii)  within  five  Business  Days of any request by the SEC
          following  the   effectiveness  of  the  Registration   Statement  for
          amendments  or  supplements  to  the  Registration  Statement  or  the
          prospectus included therein or for additional information;

                    (iii) within five  Business  Days of the issuance by the SEC
          of any stop order  suspending the  effectiveness  of the  Registration
          Statement or the initiation of any proceedings for such purpose;

                    (iv) within five Business Days of the receipt by the Company
          of  any   notification   with  respect  to  the   suspension   of  the
          qualification of the Registrable  Securities included therein for sale
          in any jurisdiction or the initiation or threatening of any proceeding
          for such purpose; and

                    (v) within five Business Days of the occurrence of any event
          that requires the making of any changes in the Registration  Statement
          or the prospectus so that, as of such date, the Registration Statement
          and prospectus do not contain an untrue statement of material fact and
          do not omit to state a material fact required to be stated  therein or
          necessary  to  make  the  statements  therein  (in  the  case  of  the
          prospectus,  in the light of the  circumstances  under which they were
          made) not misleading;

          (c) use its  best  efforts  to  obtain  the  withdrawal  of any  order
suspending the effectiveness of any Registration Statement as soon as reasonably
practicable;



                                       19
<PAGE>

          (d) promptly  deliver to each such  Holder,  without  charge,  as many
copies  of the  prospectus  included  in  such  Registration  Statement  and any
amendment  or  supplement  thereto  as such  Holder  may  reasonably  request in
writing;  and the Company  consents to the use,  consistent  with the provisions
hereof, of the prospectus or any amendment or supplement  thereto by each of the
selling  Holders of Registrable  Securities in connection  with the offering and
sale of the Registrable Securities covered by the prospectus or any amendment or
supplement thereto;

          (e) if a Holder  so  requests  in  writing,  deliver  to each  Holder,
without charge,  other than those documents available via EDGAR, (i) one copy of
the  following  documents:  (A) its annual  report to its  stockholders,  if any
(which annual report shall contain  financial  statements  audited in accordance
with generally accepted accounting principles in the United States of America by
a firm of certified  public  accountants  of  recognized  standing),  (B) if not
included in substance in its annual report to stockholders, its annual report on
Form 10-K (or similar form),  (C) its definitive proxy statement with respect to
its annual  meeting of  stockholders,  (D) each of its quarterly  reports to its
stockholders,  and, if not  included in substance  in its  quarterly  reports to
stockholders,  its quarterly  report on Form 10-Q (or similar  form),  and (E) a
copy of the full Registration Statement (the foregoing,  in each case, excluding
exhibits);  and (ii) if  explicitly  requested,  all  exhibits  excluded  by the
parenthetical to the immediately preceding clause (E);

          (f) prior to any public offering of Registrable Securities pursuant to
any  Registration  Statement,  promptly take such actions as may be necessary to
register  or  qualify  or obtain  an  exemption  for  offer  and sale  under the
securities  or blue sky laws of such  United  States  jurisdictions  as any such
Holders reasonably  request in writing,  provided that the Company shall not for
any such  purpose be required  to qualify  generally  to transact  business as a
foreign corporation in any jurisdiction where it is not so qualified, to consent
to general  service of process  in any such  jurisdiction  or subject  itself to
taxation  in any  jurisdiction  that it is not now  subject,  and do any and all
other acts or things  reasonably  necessary or advisable to enable the offer and
sale  in  such  jurisdictions  of the  Registrable  Securities  covered  by such
Registration Statement;

          (g) upon the occurrence of any event contemplated by Section 6.4(b)(v)
above,  except for such times as the Company is  permitted  hereunder to suspend
the use of the  prospectus  forming  part  of the  Registration  Statement,  the
Company shall use its commercially  reasonable  efforts to as soon as reasonably
practicable prepare a post-effective  amendment to the Registration Statement or
a supplement to the related  prospectus,  or file any other required document so
that,  as  thereafter  delivered to  purchasers  of the  Registrable  Securities
included  therein,  the  prospectus  will not include any untrue  statement of a
material  fact or  omit  to  state  any  material  fact  necessary  to make  the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading;

          (h) otherwise use its commercially reasonable efforts to comply in all
material  respects with all  applicable  rules and  regulations of the SEC which
could affect the sale of the Registrable Securities;

          (i) use its commercially  reasonable  efforts to cause all Registrable
Securities  to be listed on each  securities  exchange,  if any, on which Common
Stock issued by the Company is then listed;



                                       20
<PAGE>

          (j) use its  commercially  reasonable  efforts to take all other steps
necessary to effect the registration of the Registrable Securities  contemplated
hereby and to enable the Holders to sell Registrable Securities under Rule 144;

          (k) the Company shall, at the time the Shelf Registration Statement is
declared  effective,  cause each Holder that has delivered a properly  completed
Questionnaire  to the Company on or prior to the later of the date hereof or ten
(10)  Business  Days  prior to the  time of  effectiveness  of the  Registration
Statement to be named as a selling  securityholder in the Registration Statement
and the related prospectus at the time of effectiveness;  and from and after the
date the Registration  Statement is declared  effective the Company shall,  upon
the later of (x) fifteen (15)  Business Days after the date a  Questionnaire  is
delivered  or (y)  fifteen  (15)  Business  Days  after  the  expiration  of any
Suspension Period in effect when the Questionnaire is delivered,  if required by
applicable law, file with the SEC a post-effective amendment to the Registration
Statement  or prepare  and file a  supplement  to the  related  prospectus  or a
supplement  or amendment to any  document  incorporated  therein by reference or
file  any  other  required   document  so  that  the  Holder   delivering   such
Questionnaire is named as a selling securityholder in the Registration Statement
and the  related  prospectus  and, if the  Company  shall file a  post-effective
amendment to the Registration Statement, use its commercially reasonable efforts
to cause  such  post-effective  amendment  to be  declared  effective  under the
Securities Act as promptly as is practicable; and

          (l) to the extent  that the final  prospectus  is not  included in the
Registration  Statement  filed  with the  SEC,  by 9:30 am  Eastern  time on the
Business Day following the effective  date of the  Registration  Statement,  the
Company shall file with the SEC in accordance with Rule 424 under the Securities
Act the final  prospectus to be used in connection  with sales  pursuant to such
Registration Statement.

          Section 6.5 Certain  Limitations.  The Holders  shall have no right to
take any action to restrain, enjoin or otherwise delay any registration pursuant
to Section 6.1 hereof as a result of any controversy that may arise with respect
to the interpretation or implementation of this Agreement.

          Section 6.6 Indemnity. (a) To the extent permitted by law, the Company
shall  indemnify  each Holder,  its  directors,  officers,  employees and agents
(including  each  such  person  who may  deemed to be an  underwriter  under the
Securities Act) and each person  controlling  such Holder or deemed  underwriter
within the meaning of Section 15 of the  Securities  Act,  with respect to which
any registration that has been effected pursuant to this Agreement,  against all
claims,  losses,  damages  and  liabilities  (or  action  in  respect  thereof),
including  any  of the  foregoing  incurred  in  settlement  of any  litigation,
commenced or threatened  (subject to Section  6.6(c)  below),  arising out of or
based on any untrue  statement (or alleged untrue  statement) of a material fact
contained in the Registration Statement, prospectus, any amendment or supplement
thereof, or issuer free-writing  prospectus or based on any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary  to make  the  statements  therein  not  misleading,  in  light of the
circumstances  in which they were made,  or any  violation by the Company of any
rule or regulation  promulgated  by the Securities Act applicable to the Company
and  relating  to any action or inaction  required of the Company in  connection
with any such registration, qualification or compliance, and will reimburse each


                                       21
<PAGE>

Holder and deemed  underwriter and each person controlling such Holder or deemed
underwriter,  for reasonable legal and other  out-of-pocket  expenses reasonably
incurred in connection  with  investigating  or defending any such claim,  loss,
damage,  liability or action as incurred;  provided that the Company will not be
liable in any such case to the extent that any untrue  statement  or omission or
allegation  thereof is made in  reliance  upon and in  conformity  with  written
information  furnished  to the  Company by or on behalf of such Holder or deemed
underwriter  specifically for use in preparation of such Registration Statement,
prospectus, amendment or supplement, or issuer free-writing prospectus; provided
further  that the  Company  will not be liable in any such case where the claim,
loss,  damage or  liability  arises out of or is related to the  failure of such
Holder or  deemed  underwriter  to  comply  with the  covenants  and  agreements
contained in this Agreement respecting sales of Registrable Securities.

          (b)  Each  Holder  will  severally,  and not  jointly,  indemnify  the
Company, each of its directors,  officers, employees and agents, and each person
who controls the Company within the meaning of Section 15 of the Securities Act,
against  all claims,  losses,  damages  and  liabilities  (or actions in respect
thereof),  including  any  of  the  foregoing  incurred  in  settlement  of  any
litigation,  commenced or threatened (subject to Section 6.6(c) below),  arising
out of or based on any untrue  statement  (or  alleged  untrue  statement)  of a
material  fact  contained  in the  Registration  Statement,  prospectus,  or any
amendment or  supplement  thereof,  or any other  document  incident to any such
registration  (including any issuer  free-writing  prospectus),  or based on any
omission (or alleged  omission) to state  therein a material fact required to be
stated therein or necessary to make the statements  therein not  misleading,  in
light of the  circumstances  in which they were  made,  and will  reimburse  the
Company,  such directors and officers,  and each person  controlling the Company
for reasonable  legal and any other expenses  reasonably  incurred in connection
with  investigating  or defending  any such claim,  loss,  damage,  liability or
action as  incurred,  in each case to the extent,  but only to the extent,  that
such untrue statement or omission or allegation thereof is made in reliance upon
and in  conformity  with written  information  furnished to the Company by or on
behalf of the Holder  specifically  for use in preparation  of the  Registration
Statement,   prospectus,   amendment  or  supplement,   or  issuer  free-writing
prospectus.  Notwithstanding  the  foregoing,  a  Holder's  aggregate  liability
pursuant to this  subsection (b) shall be limited to the net amount  received by
the  Holder  from the sale of the  Registrable  Securities  giving  rise to such
claims, losses, damages and liabilities (and actions in respect thereof).

          (c) Each party entitled to indemnification under this Section 6.6 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party (at its expense) to assume the defense of any such
claim or any  litigation  resulting  therefrom;  provided  that  counsel for the
Indemnifying  Party,  who shall conduct the defense of such claim or litigation,
shall  be  approved  by  the   Indemnified   Party  (whose  approval  shall  not
unreasonably be withheld, conditioned or delayed), and the Indemnified Party may
participate  in such  defense  at such  Indemnified  Party's  expense;  provided
further  that the  failure of any  Indemnified  Party to give notice as provided
herein shall not relieve the  Indemnifying  Party of its obligations  under this
Agreement,  unless such failure is materially  prejudicial  to the  Indemnifying
Party in defending such claim or litigation.  An Indemnifying Party shall not be
liable for any  settlement  of an action or claim  effected  without its written
consent  (which  consent  will  not be  unreasonably  withheld,  conditioned  or
delayed). No Indemnifying Party, in its defense of any such claim or


                                       22
<PAGE>

litigation,  shall, except with the consent (such consent not to be unreasonably
withheld,  conditioned or delayed) of the Indemnified  Party consent to entry of
any  judgment  or enter  into  any  settlement  which  does  not  include  as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect to such claim or
litigation.  After notice by the Indemnifying  Person to such Indemnified Person
of the  Indemnifying  Person's  election  to assume the  defense of any claim or
litigation,  the  Indemnifying  Person  shall not be liable to such  Indemnified
Person for any legal expenses  subsequently  incurred by such Indemnified Person
in connection with the defense thereof.

          (d) If the indemnification provided for in this Section 6.6 is held by
a court of competent  jurisdiction to be unavailable to an Indemnified  Party or
is  insufficient  to hold such  Indemnified  Party  harmless with respect to any
loss,  liability,  claim,  damage  or  expense  referred  to  therein,  then the
Indemnifying  Party  shall  contribute  to the  amount  paid or  payable by such
Indemnified Party as a result of such loss, liability,  claim, damage or expense
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
Indemnifying  Party on the one hand and of the Indemnified Party on the other in
connection  with the  statements  or  omissions  which  resulted  in such  loss,
liability,  claim,  damage or  expense as well as any other  relevant  equitable
considerations;  provided,  however,  that no  Person  involved  in the  sale of
Registrable  Securities  which Person is guilty of fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities  Act) in connection  with
such sale shall be entitled  to  contribution  from any Person  involved in such
sale  of   Registrable   Securities   as  who  was  not  guilty  of   fraudulent
misrepresentation.  The  relative  fault of the  Indemnifying  Party  and of the
Indemnified  Party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement or  omission.  Notwithstanding  the  foregoing,  a Holder's  aggregate
liability  pursuant  to this  subsection  (d) shall be limited to the net amount
received by the Holder from the sale of  Registrable  Securities  giving rise to
such loss,  liability,  claim, damage or expense (or actions in respect thereof)
less all other amounts paid as damages in respect thereto.

          Section 6.7 Additional  Covenants and  Agreements of the Holders.  (a)
Each  Holder  agrees  that,  upon  receipt of any notice from the Company of the
happening of any event requiring the preparation of a supplement or amendment to
a prospectus relating to Registrable Securities so that, as thereafter delivered
to the  Holders,  such  prospectus  shall not contain an untrue  statement  of a
material fact or omit to state any material  fact required to be stated  therein
or necessary to make the  statements  therein not  misleading,  each Holder will
forthwith  discontinue  disposition  of Registrable  Securities  pursuant to the
Registration  Statement  and  prospectus  contemplated  by Section 6.1 until its
receipt of notice from the Company that the  supplemented or amended  prospectus
has been filed with the SEC or receipt of copies of the  supplemented or amended
prospectus  from the Company  and, if so  directed by the  Company,  each Holder
shall deliver to the Company all copies,  other than  permanent file copies then
in  such  Holder's  possession,  of the  prospectus  covering  such  Registrable
Securities current at the time of receipt of such notice.

          (b) Each  Holder  shall  suspend,  upon  request of the  Company,  any
disposition of Registrable Securities pursuant to the Registration Statement and
prospectus contemplated by


                                       23
<PAGE>

Section 6.1 for a period not to exceed 30 consecutive  days (each such period, a
"Suspension  Period") to the extent that the  Company  determines  in good faith
that the sale of Registrable  Securities under the Registration  Statement would
be reasonably  likely to cause a violation of the Securities Act or Exchange Act
or  would  require  disclosure  of any  material  pending  acquisition  or other
corporate  transaction and such disclosure  would adversely  affect the Company;
provided,  however,  that Suspension Periods shall not exceed an aggregate of 60
days in any 360-day period.  The Company shall not be required to specify in the
written  notice  to the  Holders  the  nature of the  event  giving  rise to the
Suspension Period. Holders hereby agree to hold in confidence any communications
in response  to a notice of, or the  existence  of any fact or any event  giving
rise to, the Suspension Period.

          (c) As a condition  to the  inclusion of its  Registrable  Securities,
each Holder shall furnish to the Company such information  regarding such Holder
and the  distribution  proposed by such  Holder as the  Company  may  reasonably
request in writing,  including completing a Registration Statement questionnaire
in the form provided by the Company  ("Questionnaire"),  or as shall be required
in connection with any registration referred to in this Article VI.

          (d) Each Holder hereby  covenants with the Company (i) not to make any
sale of the Registrable  Securities without  effectively  causing the prospectus
delivery  requirements  under the Securities Act, if any, to be satisfied,  (ii)
not to  make  any  sale  of the  Registrable  Securities  to an  underwriter  or
underwriters for reoffering to the public pursuant to the Registration Statement
and (iii) if such Registrable  Securities are to be sold by any method or in any
transaction   other  than  on  a  national   securities   exchange   or  in  the
over-the-counter  market,  in  privately  negotiated   transactions,   or  in  a
combination  of such methods,  to notify the Company at least five Business Days
prior to the date on which the Holder first offers to sell any such  Registrable
Securities.

          (e) Each  Holder  agrees  not to take any action  with  respect to any
distribution  deemed to be made pursuant to such  Registration  Statement  which
would constitute a violation of Regulation M under the Exchange Act or any other
applicable rule, regulation or law.

          (f)  At  the  end  of  the  Registration  Period,  the  Holders  shall
discontinue sales of shares pursuant to such Registration Statement upon receipt
of notice from the Company of its removal from  registration  of the Registrable
Securities covered by such Registration Statement which remain unsold.

          (g) Each  Holder  represents  and agrees  that,  unless it obtains the
prior  consent  of the  Company,  it will  not make any  offer  relating  to the
Registrable   Securities   that  would   constitute   an  "issuer  free  writing
prospectus," as defined in Rule 433, or that would otherwise  constitute a "free
writing prospectus," as defined in Rule 405.

          Section 6.8 Additional Covenants and Agreements of the Company. With a
view to making  available  to the  Holders  the  benefits  of certain  rules and
regulations  of the SEC  which at any time  permit  the sale of the  Registrable
Securities to the public without registration,  so long as the Holders still own
Registrable  Securities that may not then be resold pursuant to Rule 144(k), the
Company shall use its reasonable best efforts to:



                                       24
<PAGE>

          (a) make and keep  public  information  available,  as those terms are
understood and defined in Rule 144 under the Securities Act, at all times;

          (b)  file  with the SEC in a  timely  manner  all  reports  and  other
documents required of the Company under the Exchange Act (at any time that it is
subject to such reporting requirements); and

          (c) so long as a Holder owns any  Registrable  Securities,  furnish to
such Holder,  upon any reasonable request, a written statement by the Company as
to its compliance  with Rule 144 under the  Securities  Act, and of the Exchange
Act, a copy of the most recent  annual or quarterly  report of the Company,  and
such other  reports and  documents of the Company as such Holder may  reasonably
request  in  availing  itself of any rule or  regulation  of the SEC  allowing a
Holder to sell any such securities without registration.

          Section 6.9 Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities granted to the Holders by the Company
under Section 6.1 may be assigned by a Holder in  connection  with a transfer by
such  Holder  of  all or a  portion  of its  Registrable  Securities,  provided,
however,  that (i) such transfer  complies with all applicable  securities laws;
(ii) such  Holder  gives prior  written  notice to the  Company;  and (iii) such
transferee  agrees in writing to comply  with the terms and  provisions  of this
Agreement,  and has provided the Company with a completed Registration Statement
questionnaire in such form as is reasonably requested by the Company.  Except as
specifically  permitted by this Section 6.9, the rights of a Holder with respect
to  Registrable  Securities as set out herein shall not be  transferable  to any
other Person,  and any attempted  transfer shall cause all rights of such Holder
therein to be forfeited.

          Section 6.10 Waiver of Registration  Rights.  The rights of any Holder
under any provision of this Article VI may be waived  (either  generally or in a
particular  instance,  either  retroactively or  prospectively  and either for a
specified period of time or indefinitely) or amended by an instrument in writing
signed  by  Holders  holding  not  less  than  a  majority  of  the  Registrable
Securities; provided, however, that no consideration shall be offered or paid to
any person to amend or consent to a waiver or  modification  of any provision of
this Section 6 unless the same  consideration  also is offered to all Holders of
Registrable Securities.


                                   ARTICLE VII
                                   DEFINITIONS
                                   -----------

          Section 7.1  Definitions.  The  following  capitalized  terms have the
following meanings:

           "Affiliate" means, with respect to any Person (as defined below), any
other  Person  controlling,  controlled  by or under  direct or indirect  common
control with such Person (for the purposes of this  definition  "control,"  when
used with respect to any  specified  Person,  shall mean the power to direct the
management and policies of such person, directly or indirectly,  whether through
ownership  of  voting  securities,  by  contract  or  otherwise;  and the  terms
"controlling"   and  "controlled"   shall  have  meanings   correlative  to  the
foregoing).



                                       25
<PAGE>

           "Business  Day" means a day Monday  through Friday on which banks are
generally open for business in New York City.

           "Closing" has the meaning set forth in Section 1.3.

           "Closing  Date" has the  meaning  set forth in Section  1.3.  "Common
           Stock" has the meaning set forth in the introduction.

           "Company" has the meaning set forth in the preamble.

           "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder, or any successor statute.

           "Filing Date" has the meaning set forth in Section 6.1.

           "Final Prospectus" has the meaning set forth in Section 6.6(a).

           "Financial  Statements" means the financial statements of the Company
included in the SEC Documents.

           "Holder" means any Purchaser  holding  Registrable  Securities or any
person to whom the rights under Article VI have been  transferred  in accordance
with Section 6.9 hereof.

           "Indemnified Party" has the meaning set forth in Section 6.6(c).

           "Indemnifying Party" has the meaning set forth in Section 6.6(c).

           "Intellectual Property" has the meaning set forth in Section 2.8.

           "Knowledge  of  the  Company"  means  the  actual  knowledge  of  the
executive officers of the Company, after reasonable inquiry.

           "Material  Adverse Effect" means a material adverse effect on (a) the
business,  operations,  assets or  financial  condition  of the  Company and its
subsidiaries, taken as a whole, or (b) the ability of the Company to perform its
obligations pursuant to the transactions contemplated by this Agreement.

           "Material Agreements" has the meaning set forth in Section 2.6.

           "Material Subsidiary" means a "significant  subsidiary" as defined in
Rule 1-02 of Regulation S-X.

           "Nasdaq" means The Nasdaq Global Select Market.

           "Offering"  means  the  private  placement  of the  Company's  Shares
contemplated by this Agreement.

           "Penalty Period" has the meaning set forth in Section 6.3.



                                       26
<PAGE>

           "Person" means any person, individual, corporation, limited liability
company, partnership,  trust or other nongovernmental entity or any governmental
agency, court, authority or other body (whether foreign,  federal,  state, local
or otherwise).

           "Placement Agent" means Banc of America Securities LLC.

           "Purchasers"  mean the  Purchasers  whose  names are set forth on the
signature pages of this Agreement, and their permitted transferees.

           "Purchase Price" has the meaning set forth in Section 1.1.

           "register," "registered" and "registration" refer to the registration
effected by preparing and filing a registration statement in compliance with the
Securities  Act, and the  declaration or ordering of the  effectiveness  of such
registration statement.

           "Registrable  Securities"  means the Shares  (including any shares of
Common Stock  issued in  connection  with any stock  dividend on or any split or
subdivision of the Shares);  provided,  however,  that securities  shall only be
treated as  Registrable  Securities if and only for so long as they (A) have not
been disposed of pursuant to a registration  statement declared effective by the
SEC, (B) have not been sold in a transaction  exempt from the  registration  and
prospectus  delivery  requirements  of the  Securities Act and (C) are held by a
Holder or a permitted transferee pursuant to Section 6.9.

           "Registration Default" has the meaning set forth in Section 6.3.

           "Registration Expenses" means all expenses incurred by the Company in
complying  with  Section  6.1  hereof,   including,   without  limitation,   all
registration,  qualification and filing fees,  printing  expenses,  escrow fees,
fees and expenses of counsel for the Company, blue sky fees and expenses and the
expense of any special audits  incident to or required by any such  registration
(but excluding the Selling Expenses of any Holder).

           "Registration Period" has the meaning set forth in Section 6.4(a).

           "Registration Statement" has the meaning set forth in Section 6.1.

           "Rule 144" means Rule 144  promulgated  under the Securities  Act, or
any successor rule.

           "SEC" means the United States Securities and Exchange Commission.

           "SEC Documents" has the meaning set forth in Section 2.6.

           "Securities  Act" means the Securities  Act of 1933, as amended,  and
the rules and regulations thereunder, or any similar successor statute.

           "Selling  Expenses" means all selling  commissions and stock transfer
taxes applicable to the sale of Registrable Securities and all fees and expenses
of legal counsel for any Holder.



                                       27
<PAGE>

          "Shares" has the meaning set forth in Section 1.1.

          "Suspension Period" has the meaning set forth in Section 6.7(b).

          Section 7.2 Certain  Interpretations.  Except where  expressly  stated
otherwise in this Agreement, the following rules of interpretation apply to this
Agreement:  (i) "or" is not exclusive and "include",  "includes" and "including"
are not limiting; (ii) definitions contained in this Agreement are applicable to
the singular as well as the plural forms of such terms;  (iii)  references to an
agreement or instrument  mean such  agreement or instrument as from time to time
amended,  modified or supplemented;  (iv) references to a Person are also to its
permitted  successors and assigns;  (v)  references to an "Article",  "Section",
"Subsection",  "Exhibit"  or  "Schedule"  refer to an  Article  of, a Section or
Subsection  of, or an Exhibit or  Schedule  to, this  Agreement;  and (vi) words
importing the masculine gender include the feminine or neuter and, in each case,
vice versa.

                                  ARTICLE VIII
                          GOVERNING LAW; MISCELLANEOUS
                          ----------------------------

          Section 8.1 Governing Law;  Jurisdiction;  Waiver of Jury Trial.  This
Agreement will be governed by and interpreted in accordance with the laws of the
State of New York without  giving effect to any choice of law or conflict of law
provision or rule  (whether of the State of New York or any other  jurisdiction)
that would cause the application of the laws of any jurisdictions other than the
State of New York. Each of the parties hereto  irrevocably  submits and consents
to the  exclusive  jurisdiction  of the  courts of the State of New York and the
United States District Court for the Southern District of New York, in each case
located  in the  Borough of  Manhattan,  for the  purpose  of any suit,  action,
proceeding  or judgment  relating to or arising  out of this  Agreement  and the
transactions  contemplated  hereby.  Each party  hereto  irrevocably  waives any
objection to the laying of venue of any such suit, action or proceeding  brought
in such courts and  irrevocably  waives any claim that any such suit,  action or
proceeding brought in any such court has been brought in an inconvenient  forum.
EACH OF THE  PARTIES  HERETO  WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
LITIGATION  WITH RESPECT TO THIS AGREEMENT AND REPRESENTS  THAT COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS WAIVER.

          Section 8.2 Counterparts;  Signatures by Facsimile. This Agreement may
be executed in two or more counterparts, all of which are considered one and the
same agreement and will become effective when  counterparts  have been signed by
each party and delivered to the other parties. This Agreement,  once executed by
a party, may be delivered to the other parties hereto by facsimile  transmission
of a copy of this  Agreement  bearing the  signature of the party so  delivering
this Agreement.

          Section  8.3  Headings.   The  headings  of  this  Agreement  are  for
convenience of reference  only, are not part of this Agreement and do not affect
its interpretation.

          Section  8.4  Severability.  If any  provision  of this  Agreement  is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision will be deemed  modified in order to conform with such statute or rule
of law. Any provision hereof that may


                                       28
<PAGE>

prove  invalid or  unenforceable  under any law will not affect the  validity or
enforceability of any other provision hereof.

          Section 8.5 Entire Agreement;  Amendments.  This Agreement  (including
all schedules and exhibits  hereto) and any  confidentiality  agreement  entered
into between the Company and a Purchaser  solely with respect to such  Purchaser
(which confidentiality  agreement shall continue to be in full force and effect)
constitutes  the entire  agreement  among the parties hereto with respect to the
subject  matter  hereof  and  thereof.  There  are  no  restrictions,  promises,
warranties or undertakings,  other than those set forth or referred to herein or
therein. This Agreement supersedes all prior agreements and understandings among
the parties hereto with respect to the subject  matter  hereof.  No provision of
this  Agreement  may be waived or amended other than by an instrument in writing
signed by the party to be charged  with  enforcement.  Any  amendment  or waiver
effected in  accordance  with this Section 8.5 shall be binding upon each holder
of any Shares  purchased  under this  Agreement  at the time  outstanding,  each
future holder of all such securities, and the Company.

          Section 8.6 Notices. All notices required or permitted hereunder shall
be in writing and shall be deemed  effectively given: (a) upon personal delivery
to the  party  to be  notified,  (b)  when  sent by  confirmed  email,  telex or
facsimile if sent during normal business hours of the recipient, if not, then on
the next  business  day, (c) five days after having been sent by  registered  or
certified mail, return receipt requested,  postage prepaid,  or (d) one business
day after deposit with a nationally  recognized  overnight  courier,  specifying
next day delivery,  with written verification of receipt. The addresses for such
communications are:

      If to the Company:  Euronet Worldwide, Inc.
                          4601 College Boulevard
                          Suite 300
                          Leawood, Kansas 66211
                          Facsimile:  (913) 327-1921
                          Attn:  Legal Department

      With a copy to:     Stinson Morrison Hecker, LLP
                          1201 Walnut
                          Suite 2900
                          Kansas City, MO 64106
                          Attn:  John A. Granda
                                 James S. Swenson

          If  to a  Purchaser:  To the  address set forth  immediately  below on
Exhibit A hereto.  Each party will provide ten days' advance  written  notice to
the other parties of any change in its address.

          Section 8.7 Successors and Assigns. This Agreement is binding upon and
inures to the benefit of the  parties  and their  successors  and  assigns.  The
Company will not assign this  Agreement or any rights or  obligations  hereunder
without the prior written consent of the Purchasers, and no Purchaser may assign
this Agreement or any rights or obligations


                                       29
<PAGE>

hereunder without the prior written consent of the Company,  except as permitted
in accordance with Section 6.9 hereof.

          Section 8.8 Third Party Beneficiaries.  This Agreement is intended for
the benefit of the parties hereto,  their  respective  permitted  successors and
assigns  and the  Placement  Agent,  and is not for the  benefit of, nor may any
provision hereof be enforced by, any other person, except as provided in Section
6.6.

          Section 8.9 Further  Assurances.  Each party will do and  perform,  or
cause to be done and  performed,  all such  further  acts and  things,  and will
execute  and  deliver  all  other  agreements,  certificates,   instruments  and
documents,  as another  party may  reasonably  request in order to carry out the
intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

          Section  8.10  No  Strict  Construction.  The  language  used  in this
Agreement  is deemed to be the language  chosen by the parties to express  their
mutual intent,  and no rules of strict  construction will be applied against any
party.

          Section 8.11 Equitable  Relief.  Each Purchaser and each holder of the
Shares shall have all rights and remedies  set forth in this  Agreement  and all
rights and  remedies  which such holders have been granted at any time under any
other  agreement or contract and all of the rights which such holders have under
any law.  Any Person  having any rights under any  provision  of this  Agreement
shall be entitled to enforce such rights specifically (without posting a bond or
other security),  to recover damages by reason of any breach of any provision of
this  Agreement  and to exercise  all other  rights  granted by law. The Company
recognizes that if it fails to perform or discharge any of its obligations under
this  Agreement,  any  remedy  at law may prove to be  inadequate  relief to the
Purchasers.  The Company  therefore  agrees that the  Purchasers are entitled to
seek  temporary  and  permanent  injunctive  relief in any such case without the
necessity  of  proving  actual  damages  and  without  posting  a bond or  other
security.  Each  Purchaser  also  recognizes  that,  if it fails to  perform  or
discharge any of its  obligations  under this  Agreement,  any remedy at law may
prove to be inadequate  relief to the Company.  Each Purchaser  therefore agrees
that the Company is entitled to seek temporary and permanent  injunctive  relief
in any such case  without the  necessity of proving  actual  damages and without
posting a bond or other security.

          Section   8.12   Survival   of    Representations    and   Warranties.
Notwithstanding  any  investigation  made by any  party to this  Agreement,  all
representations  and warranties  made by the Company and the  Purchasers  herein
shall survive for a period of two years following the date hereof.

          Section 8.13 Independent Nature of Purchasers' Obligations and Rights.
The obligations of each Purchaser under this Agreement are several and not joint
with  the  obligations  of any  other  Purchaser,  and  no  Purchaser  shall  be
responsible  in any  way for  the  representations  and  warranties  of,  or the
performance of the  obligations  of any other  Purchaser  under this  Agreement.
Nothing contained herein and no action taken by any Purchaser  pursuant thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a
joint  venture  or any other kind of entity,  or create a  presumption  that the
Purchasers  are in any way


                                       30
<PAGE>

acting in  concert  or as a group,  or are  deemed  affiliates  (as such term is
defined  under  the  Exchange  Act)  with  respect  to such  obligations  or the
transactions contemplated by this Agreement. Each Purchaser shall be entitled to
independently  protect and enforce its rights,  including without limitation the
rights  arising out of this  Agreement,  and it shall not be  necessary  for any
other  Purchaser to be joined as an additional  party in any proceeding for such
purpose.

          Section 8.14 Termination. Without limiting the remedies of the parties
hereunder, in the event that the Closing shall not have occurred with respect to
a Purchaser on or before five (5) Business  Days from and after the date hereof,
either the Company or such  Purchaser  shall have the option to  terminate  this
Agreement,  provided  that the right to terminate  this  Agreement  shall not be
available to (a) the Company if its failure to fulfill any obligation under this
Agreement  has been the cause of, or resulted  in, the failure of the Closing to
occur on or  before  such  date or (b) such  Purchaser  if the  failure  of such
Purchaser to fulfill any obligation  under this Agreement has been the cause of,
or resulted in, the failure of the Closing to occur.

                            [Signature Page Follows]




                                       31
<PAGE>

           IN WITNESS WHEREOF,  the undersigned  Purchasers and the Company have
caused this Agreement to be duly executed as of the date first above written.

                               EURONET WORLDWIDE, INC.


                               By:    /s/ Rick Weller
                                      -------------------------
                               Name:  Rick Weller
                               Title: Chief Financial Officer





                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    S.A.C. Capital Associates, LLC

                                    By:  S.A.C. Capital Advisors, LLC,
                                    Authorized Signatory


                                    By:   /s/ Peter A. Nussbaum
                                       ---------------------------------
                                    Name:  Peter A. Nussbaum
                                    Title:  General Counsel

                                    Address:

                                    FOR PURPOSES OF RESIDENCE AND PRINCIPAL
                                    PLACE OF BUSINESS:
                                    P.O. Box 58
                                    Victoria House
                                    The Valley
                                    Anguilla, BWI

                                    FOR PURPOSES OF MAILINGS OF
                                    CORRESPONDENCE AND CERTIFICATES:
                                    c/o S.A.C. Capital Advisors, LLC
                                    72 Cummings Point Road
                                    Stamford, Connecticut  06902
                                    Attn:  General Counsel
                                    Facsimile:  203-890-2393



                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Radcliffe SPC, Ltd. for and on behalf of
                                    the Class A Segregated Portfolio
                                    By: RG Capital Management, L.P.
                                    By: RGC Management Company, LLC


                                    By:   /s/ Gerald F. Stahlecker
                                       ---------------------------------------
                                          (signature)

                                    Gerald F. Stahlecker, Managing Director
                                    ---------------------------------------
                                          (print name and title)

                                    Address:  c/o RG Capital Management, L.P.
                                              3 Bala Plaza - East, Suite 501
                                              Bala Cynwyd, PA  19004

                                    Facsimile:  (610) 617-0580



                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Hudson Bay Fund LP
                                    ------------------------------
                                          (investor name)

                                    By:   /s/ Sander Gerber
                                         -------------------------------
                                         (signature)

                                    Sander Gerber, Principal
                                    ------------------------------
                                          (print name and title)

                                    Address:  120 Broadway, 40th Floor
                                              New York, NY  10271

                                    Facsimile:  212-571-1279




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Hudson Bay Overseas Fund LTD
                                    ------------------------------
                                          (investor name)

                                    By:   /s/ Sander Gerber
                                   (signature)

                                    Sander Gerber, Principal
                                    ------------------------------
                                          (print name and title)

                                    Address:  120 Broadway, 40th Floor
                                              New York, NY  10271

                                    Facsimile:  212-571-1279




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                 PURCHASER

                                 AIM EQUITY FUNDS ON BEHALF OF ITS SERIES
                                 PORTFOLIO AIM CAPITAL DEVELOPMENT FUND

                                 AIM FUNDS GROUP ON BEHALF OF ITS SERIES
                                 PORTFOLIO AIM SMALL CAP EQUITY FUND

                                 AIM VARIABLE INSURANCE FUNDS ON BEHALF OF ITS
                                 SERIES PORTFOLIOS AIM V.I. CAPITAL DEVELOPMENT
                                 FUND AND AIM V.I. SMALL CAP EQUITY FUND

                                       (investor name)


                                 By:   /s/ John M. Zerr
                                       -----------------------------------
                                       John M. Zerr, Senior Vice President

                                 Address:  A I M ADVISORS, INC.
                                           11 Greenway Plaza, Suite 100
                                           Houston, Texas  77046-1173

                                 Facsimile:  713.993.9185




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                  PURCHASER

                                  SMALLCAP World Fund, Inc.,
                                  by Capital Research and Management Company,
                                  its investment advisor

                                        (investor name)


                                  By:   /s/ Michael Downer
                                        -------------------------------------
                                        (signature)

                                        Michael Downer, Senior Vice President
                                        and the Secretary
                                        -------------------------------------
                                        (print name and title)

                                  Address:  c/o Capital Research and Management
                                            Company
                                            333 South Hope Street
                                            Los Angeles, CA  90071

                                  Facsimile:  213-615-0431




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>




                                  PURCHASER

                                  New World Fund,
                                  by Capital Research and Management Company,
                                  its investment adviser

                                        (investor name)


                                  By:   /s/ Michael Downer
                                        -------------------------------------
                                        (signature)

                                        Michael Downer, Senior Vice President
                                        and the Secretary
                                        -------------------------------------
                                        (print name and title)

                                  Address:  c/o Capital Research and Management
                                            Company
                                            333 South Hope Street
                                            Los Angeles, CA  90071

                                  Facsimile:  213-615-0431




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                  PURCHASER

                                  American Funds Insurance Series - New World
                                  Fund, by Capital Research and Management
                                  Company, its investment adviser

                                        (investor name)


                                  By:   /s/ Michael Downer
                                        -------------------------------------
                                        (signature)

                                        Michael Downer, Senior Vice President
                                        and the Secretary
                                        -------------------------------------
                                        (print name and title)

                                  Address:  c/o Capital Research and Management
                                            Company
                                            333 South Hope Street
                                            Los Angeles, CA  90071

                                  Facsimile:  213-615-0431




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>




                                 PURCHASER

                                 UBS O'Connor LLC fbo O'Connor PIPES Corporate
                                 Strategies Master Limited

                                       (investor name)


                                 By:   /s/ Jeff Putman
                                       ---------------------------
                                       (signature)

                                 Jeff Putman (Executive Director)
                                 --------------------------------
                                       (print name and title)

                                 Address:  One North Wacker Drive
                                           Chicago, IL  60606

                                 Facsimile:  312-525-6271




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    UBS O'Connor LLC fbo O'Connor Global
                                    Convertible Arbitrage Master Limited

                                          (investor name)


                                    By:   /s/ Nick Nocerino
                                          ---------------------------
                                          (signature)

                                    Nick Nocerino (Managing Director)
                                    ---------------------------------
                                          (print name and title)

                                    Address:  One North Wacker Drive
                                              Chicago, IL  60606

                                    Facsimile:  312-525-6271




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    UBS O'Connor LLC fbo O'Connor Global
                                    Convertible Arbitrage II Master Limited

                                          (investor name)


                                    By:   /s/ Nick Nocerino
                                          ---------------------------
                                          (signature)

                                    Nick Nocerino (Managing Director)
                                    ---------------------------------
                                          (print name and title)

                                    Address:  One North Wacker Drive
                                              Chicago, IL  60606

                                    Facsimile:  312-525-6271




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Silver Oak Capital LLC
                                          (investor name)


                                    By:   /s/ Joseph R. Wekselblatt
                                          ---------------------------------
                                          (signature)

                                    Joseph R. Wekselblatt, Manager
                                    ------------------------------------------
                                          (print name and title)

                                    Address:  245 Park Avenue
                                              26th Floor
                                              New York, NY  10167

                                    Facsimile:  212-867-6395




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>




                                    PURCHASER

                                    Portside Growth & Opportunity Fund
                                          (investor name)


                                    By:   /s/ Jeffrey C. Smith
                                          ---------------------------------
                                          (signature)

                                    Jeffrey C. Smith, Authorized Signatory
                                    --------------------------------------
                                          (print name and title)

                                    Address:  Ramius Capital Group
                                              666 Third Avenue, 26th Floor
                                              New York, NY  10017

                                    Facsimile:  (212) 201-4578




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>




                                 PURCHASER

                                 Magnetar Capital Master Fund, Ltd.
                                 Magnetar Financial LLC, its investment manager

                                       (investor name)


                                 By:   /s/ Paul Smith
                                       -----------------------------
                                       (signature)

                                 Paul Smith, General Counsel
                                 ------------------------------------
                                       (print name and title)

                                 Address:  c/o Magnetar Financial LLC
                                           1603 Orrington Avenue, 13th Floor
                                           Evanston, Illinois  60201

                                 Facsimile:  847-869-2064




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Mac & Co.

                                          (investor name)


                                    By:   /s/ Karl Brewer
                                          ---------------------------
                                          (signature)

                                    Karl Brewer, Investment Advisor to Purchaser
                                    --------------------------------------------
                                          (print name and title)

                                    Address:  William Blair & Co.
                                              222 W. Adams Street
                                              Chicago, IL  60606
                                              Attn:  Christy Oleson

                                    Facsimile:  312.577.0908




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Calhoun & Co. FFC City of Dearborn Policemen
                                    and Firemen Revised Retirement Systems

                                          (investor name)


                                    By:   /s/ Karl Brewer
                                          ---------------------------
                                          (signature)

                                    Karl Brewer, Investment Advisor to Purchaser
                                    --------------------------------------------
                                          (print name and title)

                                    Address:  William Blair & Co.
                                              222 W. Adams Street
                                              Chicago, IL  60606
                                              Attn:  Christy Oleson

                                    Facsimile:  312.577.0908




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>




                                    PURCHASER

                                    Calhoun & Co. FFC City of Dearborn General
                                    Employees Retirement System

                                          (investor name)


                                    By:   /s/ Karl Brewer
                                          ---------------------------
                                          (signature)

                                    Karl Brewer, Investment Advisor to Purchaser
                                    --------------------------------------------
                                          (print name and title)

                                    Address:  William Blair & Co.
                                              222 W. Adams Street
                                              Chicago, IL  60606
                                              Attn:  Christy Oleson

                                    Facsimile:  312.577.0908




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>




                                    PURCHASER

                                    William Blair Small Cap Growth Fund

                                          (investor name)


                                    By:   /s/ Karl Brewer
                                          ---------------------------
                                          (signature)

                                    Karl Brewer, Investment Advisor to Purchaser
                                    --------------------------------------------
                                          (print name and title)

                                    Address:  William Blair & Co.
                                              222 W. Adams Street
                                              Chicago, IL  60606
                                              Attn:  Christy Oleson

                                    Facsimile:  312.577.0908




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Booth & Co. FFC Hartmarx Retirement
                                    Income Trust

                                          (investor name)


                                    By:   /s/ Karl Brewer
                                          ---------------------------
                                          (signature)

                                    Karl Brewer, Investment Advisor to Purchaser
                                    --------------------------------------------
                                          (print name and title)

                                    Address:  William Blair & Co.
                                              222 W. Adams Street
                                              Chicago, IL  60606
                                              Attn:  Christy Oleson

                                    Facsimile:  312.577.0908




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                            PURCHASER

                            Booth & Co. FFC Rush University Medical Center
                            Endowment Account

                                  (investor name)


                            By:   /s/ Karl Brewer
                                  ---------------------------
                                  (signature)

                            Karl Brewer, Investment Advisor to Purchaser
                            --------------------------------------------
                                  (print name and title)

                            Address:  William Blair & Co.
                                      222 W. Adams Street
                                      Chicago, IL  60606
                                      Attn:  Christy Oleson

                            Facsimile:  312.577.0908




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                               PURCHASER

                               Booth & Co. FFC Rush University Medical Center
                               Pension & Retirement

                                     (investor name)


                               By:   /s/ Karl Brewer
                                     ---------------------------
                                     (signature)

                               Karl Brewer, Investment Advisor to Purchaser
                               --------------------------------------------
                                     (print name and title)

                               Address:  William Blair & Co.
                                         222 W. Adams Street
                                         Chicago, IL  60606
                                         Attn:  Christy Oleson

                               Facsimile:  312.577.0908




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Capital Ventures International
                                    by Heights Capital Management, Inc.
                                    its authorized agent

                                          (investor name)


                                    By:   /s/ Michael Spolan
                                          ---------------------------------
                                          (signature)

                                    Michael Spolan, Counsel
                                    ------------------------------
                                          (print name and title)

                                    Address:  c/o Heights Capital Management
                                              101 California Street, Suite 3250
                                              San Francisco, CA  94111

                                    Facsimile:  415-403-6525




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>




                              PURCHASER

                              Enable Growth Partners LP

                                    (investor name)


                              By:   /s/ Brendan O'Neil
                                    ---------------------------------
                                    (signature)

                              Brendan O'Neil, Principal and Portfolio Manager
                              -----------------------------------------------
                                    (print name and title)

                              Address:  One Ferry Building, Suite 255
                                        San Francisco, CA  94111

                              Facsimile:  415-677-1580



                              Aggregated Purchase Price:    $8,500,000.00

                              Number of Shares: 340,000



                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                               PURCHASER

                               Pierce Diversified Strategy Master Fund LLC, Ena
                                     (investor name)


                               By:   /s/ Brendan O'Neil
                                  ---------------------------------
                                     (signature)

                               Brendan O'Neil, Principal and Portfolio Manager
                               -----------------------------------------------
                                     (print name and title)

                               Address:  One Ferry Building, Suite 255
                                         San Francisco, CA  94111

                               Facsimile:  415-677-1580



                               Aggregated Purchase Price:    $500,000.00

                               Number of Shares: 20,000



                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                PURCHASER

                                Enable Opportunity Partners LP

                                      (investor name)


                                By:   /s/ Brendan O'Neil
                                      ---------------------------------
                                      (signature)

                                Brendan O'Neil, Principal and Portfolio Manager
                                -----------------------------------------------
                                      (print name and title)

                                Address:  One Ferry Building, Suite 255
                                          San Francisco, CA  94111

                                Facsimile:  415-677-1580



                                Aggregated Purchase Price:    $1,000,000.00

                                Number of Shares: 40,000



                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>




                               PURCHASER

                               Highbridge International LLC
                               By: Highbridge Capital Management, LLC

                                     (investor name)


                               By:   /s/ Adam J. Chill
                                     ---------------------
                                     (signature)

                               Adam J. Chill, Managing Director
                               --------------------------------
                                     (print name and title)

                               Address:  c/o Highbridge Capital Management, LLC
                                         9 West 57th Street, 27th Floor
                                         New York, NY  10019
                                         Attn:  Ari J. Starch/Adam J. Chill

                               Facsimile:  212-751-0755



                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Arkansas Teachers Retirement Systems

                                    Stephens Investment Management Group, LLC


                                    By:   /s/ Michael W. Nolte
                                          ---------------------------------
                                          Power of Attorney


                                    Michael W. Nolte, Chief Operating Officer
                                    -----------------------------------------
                                          (print name and title)

                                    Address:  111 Center Street
                                              Little Rock, AR  72201

                                    Facsimile:  501-377-2327



                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Arkansas Public Employees Retirement Systems

                                    Stephens Investment Management Group, LLC


                                    By:   /s/ Michael W. Nolte
                                          ---------------------------------
                                          Power of Attorney


                                    Michael W. Nolte, Chief Operating Officer
                                    ------------------------------------------
                                          (print name and title)

                                    Address:  111 Center Street
                                              Little Rock, AR  72201

                                    Facsimile:  501-377-2327




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Baptist Health Springhill

                                    Stephens Investment Management Group, LLC


                                    By:   /s/ Michael W. Nolte
                                          ---------------------------------
                                          Power of Attorney


                                    Michael W. Nolte, Chief Operating Officer
                                    ------------------------------------------
                                          (print name and title)

                                    Address:  111 Center Street
                                              Little Rock, AR  72201

                                    Facsimile:  501-377-2327




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Baptist Health HELP

                                    Stephens Investment Management Group, LLC


                                    By:   /s/ Michael W. Nolte
                                          ---------------------------------
                                          Power of Attorney


                                    Michael W. Nolte, Chief Operating Officer
                                    ------------------------------------------
                                          (print name and title)

                                    Address:  111 Center Street
                                              Little Rock, AR  72201

                                    Facsimile:  501-377-2327




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Stephens Group, Inc.

                                    Stephens Investment Management Group, LLC


                                    By:   /s/ Michael W. Nolte
                                          ---------------------------------
                                          Power of Attorney


                                    Michael W. Nolte, Chief Operating Officer
                                    ------------------------------------------
                                          (print name and title)

                                    Address:  111 Center Street
                                              Little Rock, AR  72201

                                    Facsimile:  501-377-2327




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Stephens Investment Holdings, LLC

                                    Stephens Investment Management Group, LLC


                                    By:   /s/ Michael W. Nolte
                                          ---------------------------------
                                          Power of Attorney


                                    Michael W. Nolte, Chief Operating Officer
                                    ------------------------------------------
                                          (print name and title)

                                    Address:  111 Center Street
                                              Little Rock, AR  72201

                                    Facsimile:  501-377-2327




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Harriet C. Stephens Trust UID March 22, 1984

                                    Stephens Investment Management Group, LLC


                                    By:   /s/ Michael W. Nolte
                                          ---------------------------------
                                          Power of Attorney


                                    Michael W. Nolte, Chief Operating Officer
                                    ------------------------------------------
                                          (print name and title)

                                    Address:  111 Center Street
                                              Little Rock, AR  72201

                                    Facsimile:  501-377-2327




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                 PURCHASER

                                 Warren and Harriet Stephens Children's Trust
                                 UID September 30, 1987 Jon E.M. Jacoby Trustee

                                 Stephens Investment Management Group, LLC


                                 By:   /s/ Michael W. Nolte
                                       ---------------------------------
                                       Power of Attorney


                                 Michael W. Nolte, Chief Operating Officer
                                 ------------------------------------------
                                       (print name and title)

                                 Address:  111 Center Street
                                           Little Rock, AR  72201

                                 Facsimile:  501-377-2327




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    Stephens Small Cap Fund

                                    Stephens Investment Management Group, LLC


                                    By:   /s/ Michael W. Nolte
                                          ---------------------------------
                                          Power of Attorney


                                    Michael W. Nolte, Chief Operating Officer
                                    ------------------------------------------
                                          (print name and title)

                                    Address:  111 Center Street
                                              Little Rock, AR  72201

                                    Facsimile:  501-377-2327




                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>



                                    PURCHASER

                                    St. Vincents Foundation

                                    Stephens Investment Management Group, LLC


                                    By:   /s/ Michael W. Nolte
                                          ---------------------------------
                                          Power of Attorney


                                    Michael W. Nolte, Chief Operating Officer
                                    ------------------------------------------
                                          (print name and title)

                                    Address:  111 Center Street
                                              Little Rock, AR  72201

                                    Facsimile:  501-377-2327






                          SECURITIES PURCHASE AGREEMENT
                                 SIGNATURE PAGE

<PAGE>


                                    EXHIBIT A

                             SCHEDULE OF PURCHASERS


<TABLE>
<CAPTION>
                 (1)                                (2)                      (3)            (4)                      (5)
<S>             <C>                     <C>                             <C>            <C>            <C>

                                                                         Aggregate
                                                                         Number of                       Legal Representative's
                Buyer                   Address and Facsimile Number   Common Shares  Purchase Price  Address and Facsimile Number
                -----                   ----------------------------   -------------  --------------  ----------------------------

AIM Small Cap Equity Fund, a series   A I M Advisors, Inc.                 137,788     $ 3,444,700.00
portfolio of  AIM Funds Group         11 Greenway Plaza, Suite 100
                                      Houston, TX 77046
                                      Attn: Kellie Veazey and Sarah
                                      Burris
                                      Fax: (713) 993-9185

AIM Capital Development Fund, a       A I M Advisors, Inc.                 662,000      16,550,000.00
series portfolio of AIM Equity Funds  11 Greenway Plaza, Suite 100
                                      Houston, TX 77046
                                      Attn: Kellie Veazey and Sarah
                                      Burris
                                      Fax: (713) 993-9185

AIM V.I. Small Cap Equity Fund, a     A I M Advisors, Inc.                  29,040         726,000.00
series portfolio of AIM Variable      11 Greenway Plaza, Suite 100
Insurance Funds                       Houston, TX 77046
                                      Attn: Kellie Veazey and Sarah
                                      Burris
                                      Fax: (713) 993-9185

AIM V.I. Capital Development Fund, a  A I M Advisors, Inc.                 113,000       2,825,000.00
series portfolio of AIM Variable      11 Greenway Plaza, Suite 100
Insurance Funds                       Houston, TX 77046
                                      Attn: Kellie Veazey and Sarah
                                      Burris
                                      Fax: (713) 993-9185

SMALLCAP World Fund, Inc.             c/o Capital Research and             200,000       5,000,000.00  Walt Burkley
                                      Management Company                                               333 So. Hope St.
                                      333 South Hope Street                                            Los Angeles, CA 90071
                                      Los Angeles, CA 90071                                            Fax: (213) 615-0431
                                      Attn: Walter R. Burkley                                          Telephone: (213) 452-2060
                                      Fax: (213) 615-0431

New World Fund, Inc.                  c/o Capital Research and           1,055,000      26,375,000.00  Walt Burkley
                                      Management Company                                               333 So. Hope St.
                                      333 South Hope Street                                            Los Angeles, CA 90071
                                      Los Angeles, CA 90071                                            Fax: (213) 615-0431
                                      Attn: Walter R. Burkley                                          Telephone: (213) 452-2060
                                      Fax: (213) 615-0431

American Funds Insurance Series -     c/o Capital Research and             250,000       6,250,000.00  Walt Burkley
New World Fund                        Management Company                                               333 So. Hope St.
                                      333 South Hope Street                                            Los Angeles, CA 90071
                                      Los Angeles, CA 90071                                            Fax: (213) 615-0431
                                      Attn: Walter R. Burkley                                          Telephone: (213) 452-2060
                                      Fax: (213) 615-0431

UBS O'Connor LLC fbo O'Connor PIPES   One North Wacker Drive               200,000       5,000,000.00  Schulte Roth & Zabel LLP
Corporate Strategies Master Limited   Chicago, IL 60606                                                919 Third Avenue
                                      Attn: Brian Herward                                              New York, New York 10022
                                      Fax: (312) 525-6271                                              Fax: (212) 593-5955
                                                                                                       Telephone: (212) 756-2000
                                                                                                       Attn: Eleazer N. Klein, Esq.
                                                           A-1
<PAGE>

UBS O'Connor LLC fbo O'Connor Global  One North Wacker Drive               185,000       4,625,000.00  Schulte Roth & Zabel LLP
Convertible Arbitrage Master Limited  Chicago, IL 60606                                                919 Third Avenue
                                      Attn: Brian Herward                                              New York, New York 10022
                                      Fax: (312) 525-6271                                              Fax: (212) 593-5955
                                                                                                       Telephone: (212) 756-2000
                                                                                                       Attn: Eleazer N. Klein, Esq.

UBS O'Connor LLC  fbo O'Connor Global One North Wacker Drive                15,000         375,000.00  Schulte Roth & Zabel LLP
Convertible Arbitrage II Master       Chicago, IL 60606                                                919 Third Avenue
Limited                               Attn: Brian Herward                                              New York, New York 10022
                                      Fax: (312) 525-6271                                              Fax: (212) 593-5955
                                                                                                       Telephone: (212) 756-2000
                                                                                                       Attn: Eleazer N. Klein, Esq.

Silver Oak Capital, L.L.C.            c/o Angelo Gordon & Co., LP          200,000       5,000,000.00
                                      245 Park Ave., 26th Floor
                                      New York, NY 10017
                                      Attn: Gary Wolf
                                      Fax: (212) 867-6395

Portside Growth and Opportunity Fund  Ramius Capital Group                 400,000      10,000,000.00
                                      666 Thrid Avenue, 26th Floor
                                      New York, NY 10017
                                      Attn: Jeff Smith and Owen
                                      Littman
                                      Fax: (212) 201-4802

Magnetar Capital Master Fund, Ltd     c/o Magnetar Financial LLC           280,000       7,000,000.00  Schulte Roth & Zabel LLP
                                      1603 Orrington Ave., 13th floor                                  919 Third Avenue
                                      Evanston, IL 60201                                               New York, New York 10022
                                      Attn: Paul Smith, General                                        Fax: (212) 593-5955
                                      Counsel                                                          Telephone: (212) 756-2000
                                      (847) 869-2064                                                   Attn: Eleazer N. Klein, Esq.

Mac & Co                              William Blair & Company, LLC          14,796         369,900.00
                                      222 W. Adams St.
                                      Chicago, IL 60606
                                      Attn: Christy Oleson
                                      Fax: (312) 577-0908

Calhoun & Co                          William Blair & Company, LLC           5,410         135,250.00
FFC City of Dearborn Policemen and    222 W. Adams St.
Firemen Revised Retirement Systems    Chicago, IL 60606
                                      Attn: Christy Oleson
                                      Fax: (312) 577-0908

Calhoun & Co                          William Blair & Company, LLC           3,395          84,875.00
FFC City of Dearborn General          222 W. Adams St.
Employees Retirement Systems          Chicago, IL 60606
                                      Attn: Christy Oleson
                                      Fax: (312) 577-0908

William Blair Small Cap Growth Fund   William Blair & Company, LLC         548,973      13,724,325.00
                                      222 W. Adams St.
                                      Chicago, IL 60606
                                      Attn: Christy Oleson
                                      Fax: (312) 577-0908

Booth & Co                            William Blair & Company, LLC           7,047         176,175.00
FFC Hartmarx Retirement Income Trust  222 W. Adams St.
                                      Chicago, IL 60606
                                      Attn: Christy Oleson
                                      Fax: (312) 577-0908

                                                           A-2
<PAGE>

Booth & Co                            William Blair & Company, LLC           9,245         231,125.00
FFC Rush University Medical Center    222 W. Adams St.
Endowment Account                     Chicago, IL 60606
                                      Attn: Christy Oleson
                                      Fax: (312) 577-0908

Booth & Co                            William Blair & Company, LLC          11,134         278,350.00
FFC Rush University Medical Center    222 W. Adams St.
Pension and Retirement                Chicago, IL 60606
                                      Attn: Christy Oleson
                                      Fax: (312) 577-0908
Capital Ventures International        c/o Heights Capital Management       250,000       6,250,000.00
                                      101 California Street, Suite 3250
                                      San Francisco, CA 94111
                                      Attn: Sam Winer
                                      Fax: (415) 403-6525

Capital Ventures International        c/o Heights Capital Management       250,000       6,250,000.00
                                      101 California Street, Suite 3250
                                      San Francisco, CA 94111
                                      Attn: Sam Winer
                                      Fax: (415) 403-6525

Enable Growth Partners LP             One Ferry Building, Suite 225        340,000       8,500,000.00
                                      San Francisco, CA 94111
                                      Attn: Brendan O'Neil
                                      Fax: (415) 677-1580

Pierce Diversified Strategy Master    One Ferry Building, Suite 225         20,000         500,000.00
Fund LLC, Ena                         San Francisco, CA 94111
                                      Attn: Brendan O'Neil
                                      Fax: (415) 677-1580

Enable Opportunity Partners LP        One Ferry Building, Suite 225         40,000       1,000,000.00
                                      San Francisco, CA 94111
                                      Attn: Brendan O'Neil
                                      Fax: (415) 677-1580

Highbridge International LLC          c/o Highbridge Capital               200,000       5,000,000.00
                                      Management, LLC
                                      9 West 57th St., 27th Floor
                                      New York, NY 10019
                                      Attn: Ari J. Storch /
                                            Adam J. Chill
                                      Fax: (212) 751-0755

Arkansas Teachers Retirement Systems  111 Center Street                     22,700         567,500.00
                                      Little Rock, AK 72201
                                      Attn: Michael W. Nolte
                                      Fax: (501) 377-2327

Arkansas Public Employees Retirement  111 Center Street                     10,000         250,000.00
Systems                               Little Rock, AK 72201
                                      Attn: Michael W. Nolte
                                      Fax: (501) 377-2327

Baptist Health Springhill             111 Center Street                      1,300          32,500.00
                                      Little Rock, AK 72201
                                      Attn: Michael W. Nolte
                                      Fax: (501) 377-2327

Baptist Health HELP                   111 Center Street                        870          21,750.00
                                      Little Rock, AK 72201
                                      Attn: Michael W. Nolte
                                      Fax: (501) 377-2327

                                                           A-3
<PAGE>

Stephens Group Inc.                   111 Center Street                        250           6,250.00
                                      Little Rock, AK 72201
                                      Attn: Michael W. Nolte
                                      Fax: (501) 377-2327

Stephens Investment Holdings, LLC     111 Center Street                      3,500          87,500.00
                                      Little Rock, AK 72201
                                      Attn: Michael W. Nolte
                                      Fax: (501) 377-2327

Harriet C. Stephens Trust UID March   111 Center Street                      1,100          27,500.00
22, 1984                              Little Rock, AK 72201
                                      Attn: Michael W. Nolte
                                      Fax: (501) 377-2327

Warren and Harriet Stephens           111 Center Street                        650          16,250.00
Children's Trust UID                  Little Rock, AK 72201
September 30, 1987 Jon E. M. Jacoby   Attn: Michael W. Nolte
Trustee                               Fax: (501) 377-2327

Stephens Small Cap Fund               111 Center Street                      7,100         177,500.00
                                      Little Rock, AK 72201
                                      Attn: Michael W. Nolte
                                      Fax: (501) 377-2327

St. Vincent's Foundation              111 Center Street                        230           5,750.00
                                      Little Rock, AK 72201
                                      Attn: Michael W. Nolte
                                      Fax: (501) 377-2327

S.A.C. Capital Associates, LLC        c/o S.A.C. Capital Advisors, LLC     500,000      12,500,000.00
                                      72 Cummings Point Road
                                      Stamford, CT 06902
                                      Attn: Peter A. Nussbaum,
                                      General Counsel
                                      Fax: (203) 890-2393

Radcliffe SPC, Ltd. for and on behalf c/o RG Capital Management, L.P.      200,000       5,000,000.00
of the Class A Segregated Portfolio   3 Bala Plaza East, Suite 501
                                      Bala Cynwyd, PA 19004
                                      Attn: Gerald F. Stahlecker,
                                      Managing Director
                                      Fax: (610) 617-0580

Hudson Bay Fund LP                    120 Broadway, 40th Floor              90,000       2,250,000.00
                                      New York, NY 10271
                                      Attn: Yoav Roth
                                      Fax: (212) 571-1279

Hudson Bay Overseas Fund LTD          120 Broadway, 40th Floor             110,000       2,750,000.00
                                      New York, NY 10271
                                      Attn: Yoav Roth
                                      Fax: (212) 571-1279

</TABLE>


                                                           A-4
<PAGE>

                                                                       EXHIBIT B
                             EURONET WORLDWIDE, INC.

             FORM OF REGISTRATION STATEMENT NOTICE AND QUESTIONNAIRE

    The  undersigned  beneficial  holder of the  common  stock,  $.02 par value,
issuable  pursuant  to the  Securities  Purchase  Agreement  dated March 8, 2007
between Euronet Worldwide, Inc. ("Euronet Worldwide,  Inc." or "Registrant") and
the  purchasers  named  therein  (the  "Securities   Purchase  Agreement")  (the
"Registrable  Securities")  understands that the Registrant has filed or intends
to file  with the  Securities  and  Exchange  Commission  (the  "Commission")  a
registration statement on Form S-3 (the "Shelf Registration  Statement") for the
registration and resale under Rule 415 of the Securities Act of 1933, as amended
(the "Securities  Act"), of the Registrable  Securities,  in accordance with the
terms of the Securities Purchase Agreement.  Each capitalized term not otherwise
defined  herein  shall  have the  meaning  ascribed  thereto  in the  Securities
Purchase Agreement.

    Each beneficial owner of Registrable  Securities is entitled to the benefits
of the Securities Purchase  Agreement.  In order to sell or otherwise dispose of
any  Registrable  Securities  pursuant to the Shelf  Registration  Statement,  a
beneficial  owner of  Registrable  Securities  generally  will be required to be
named  as  a  selling  securityholder  in  the  related  prospectus,  deliver  a
prospectus  to  purchasers  of  Registrable  Securities  and be  bound  by those
provisions of the Securities  Purchase  Agreement  applicable to such beneficial
owner (including  certain  indemnification  provisions,  as described below). In
order to be named as a selling  securityholder in the related  prospectus,  each
beneficial  owner will be required to deliver certain  information to be used in
connection with the registration  statement.  Beneficial  owners are required to
complete  and  deliver  this Notice and  Questionnaire  in  connection  with the
closing of the Securities  Purchase Agreement so that such beneficial owners may
be named as selling  securityholders  in the related  prospectus  at the time of
effectiveness. Any beneficial owner of Registrable Securities wishing to include
its  Registrable  Securities  must  deliver to Euronet  Worldwide,  Inc.  at the
address  set  forth  herein  a  properly   completed   and  signed   Notice  and
Questionnaire prior to the closing of the Securities Purchase Agreement. Euronet
Worldwide,  Inc. has agreed to pay liquidated damages pursuant to the Securities
Purchase Agreement under certain circumstances as set forth therein.

    Certain   legal   consequences   arise  from   being   named  as  a  selling
securityholder in the Shelf Registration  Statement and the related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named or not being named as a selling  securityholder in the Shelf  Registration
Statement and the related prospectus.

                                     NOTICE

    The  undersigned   beneficial  owner  (the  "Selling   Securityholder")   of
Registrable  Securities  hereby gives notice to Euronet  Worldwide,  Inc. of its
intention to sell or otherwise  dispose of Registrable  Securities  beneficially
owned by it and listed below in Item 3 (unless otherwise specified under Item 3)
pursuant to the Shelf Registration  Statement.  The undersigned,  by signing and
returning this Notice and  Questionnaire,  understands  that it will be bound by
the terms and  conditions of this Notice and  Questionnaire  and the  Securities
Purchase Agreement
    Pursuant to the Securities Purchase Agreement, the undersigned has agreed to
indemnify and hold  harmless the  directors  and officers of Euronet  Worldwide,
Inc. and each person,  if any, who controls Euronet  Worldwide,  Inc. within the
meaning  of  either  Section  15 of  the  Securities  Act or  Section  20 of the
Securities  Exchange Act of 1934,  as amended  (the  "Exchange  Act"),  from and
against  certain losses  arising in connection  with  statements  concerning the
undersigned made in the Shelf  Registration  Statement or the related prospectus
in reliance upon the information provided in this Notice and Questionnaire.

    The  undersigned  hereby  provides  the  following  information  to  Euronet
Worldwide,  Inc. and represents  and warrants that such  information is accurate
and complete:


                                      B-1
<PAGE>


                                  QUESTIONNAIRE

1.   (a)  Full legal name of Selling Securityholder:

          --------------------------------------------------------------

          --------------------------------------------------------------

     (b)  Full legal name of registered holder (if not the same as (a) above)
          through which Registrable Securities listed in Item 3 below are held:

          --------------------------------------------------------------

          --------------------------------------------------------------

     (c)  Full legal name of Natural Control Person (which means a natural
          person who directly or indirectly alone or with others has power to
          vote or dispose of the securities covered by the questionnaire):

          --------------------------------------------------------------

          --------------------------------------------------------------

2. Address for notices to Selling Securityholder:

          --------------------------------------------------------------

          --------------------------------------------------------------

          --------------------------------------------------------------

          --------------------------------------------------------------

          Telephone:
                    ----------------------------------------------------

          --------------------------------------------------------------

          Fax:
               ---------------------------------------------------------

          --------------------------------------------------------------

          Email:
                --------------------------------------------------------

          --------------------------------------------------------------

          Contact Person:
                          ----------------------------------------------

          --------------------------------------------------------------

3.   Beneficial ownership of Registrable Securities:

     (a)  Number of shares of Registrable Securities beneficially owned:

     (b)  CUSIP No(s). of such Registrable Securities beneficially owned:

4.   Beneficial ownership of other securities of Euronet Worldwide, Inc. owned
     by the Selling Securityholder:

          Except as set forth below in this Item 4, the undersigned is not the
          beneficial or registered owner of any securities of Euronet Worldwide,
          Inc. other than the Registrable Securities listed above in Item 3.

     (a)  Type and amount of other securities beneficially owned by the Selling
          Securityholder:


                                       B-2
<PAGE>

          --------------------------------------------------------------

          --------------------------------------------------------------

          --------------------------------------------------------------

          --------------------------------------------------------------

    (b)   CUSIP No(s). of such other securities beneficially owned:

          --------------------------------------------------------------

          --------------------------------------------------------------

5.   Relationships with Euronet Worldwide, Inc.:

          Except as set forth below, neither the undersigned nor any of its
          affiliates, officers, directors or principal equity holders (5% or
          more) has held any position or office or has had any other material
          relationship with Euronet Worldwide, Inc. (or its predecessors or
          affiliates) during the past three years. State any exceptions here:

          --------------------------------------------------------------

          --------------------------------------------------------------

          --------------------------------------------------------------

          --------------------------------------------------------------

6.   Broker-Dealer Status.

     (a)  Is the Selling Securityholder a broker-dealer?

                    Yes  |_|                    No  |_|

     (b)  If the answer to Item 6(a) is "Yes", you must answer the following:

               State whether the Selling Securityholder obtained the Registrable
               Securities as compensation for underwriting services, and if so,
               provide a brief description of the transaction(s).

          --------------------------------------------------------------

          --------------------------------------------------------------

          --------------------------------------------------------------

          --------------------------------------------------------------

     NOTE:If the Selling Securityholder is a broker-dealer, the Selling
          Securityholder will be identified as an underwriter in the Shelf
          Registration Statement as required by the Commission staff, unless the
          Selling Securityholder obtained the Registrable Securities as
          compensation for underwriting services.

7.   Broker-Dealer Affiliate Status.

     (a)  Is the Selling Securityholder an affiliate of a broker-dealer?

                    Yes  |_|                    No  |_|

               If "Yes", provide the names of broker-dealers with whom the
               Selling Securityholder is affiliated:

          --------------------------------------------------------------

          --------------------------------------------------------------

          --------------------------------------------------------------

          --------------------------------------------------------------

     (b)  If the answer to Item 7(a) is "Yes", you must answer the following:


                                      B-3
<PAGE>

               Did the Selling Securityholder (i) purchase the Registrable
               Securities in the ordinary course of business and (ii) at the
               time of the purchase, have no agreements or understandings,
               directly or indirectly, with any person to distribute the
               Registrable Securities?

               Yes  |_|                    No  |_|

     NOTE:  If the Selling Securityholder is an affiliate of a broker-dealer and
            answered "No" to Item 7(b), the Selling Securityholder will be
            identified as an underwriter in the Shelf Registration Statement as
            required by the Commission staff.

8.   Plan of Distribution:

     Except as set forth below, the undersigned (including its donees or
     pledgees) intends to distribute the Registrable Securities listed above in
     Item 3 pursuant to the Shelf Registration Statement only as follows: Such
     Registrable Securities may be sold from time to time directly by the
     undersigned or, alternatively, through underwriters, broker-dealers or
     agents. If the Registrable Securities are sold through underwriters or
     broker-dealers, the Selling Securityholder will be responsible for
     underwriting discounts or commissions or agent's commissions. Such
     Registrable Securities may be sold in one or more transactions at fixed
     prices, at prevailing market prices at the time of sale, at varying prices
     determined at the time of sale, or at negotiated prices. Such sales may be
     effected in transactions (which may involve block transactions) (i) on any
     national securities exchange or quotation service on which the Registrable
     Securities may be listed or quoted at the time of sale, (ii) in the
     over-the-counter market, or (iii) in transactions otherwise than on such
     exchanges or services or in the over-the-counter market. The Selling
     Securityholder may pledge or grant a security interest in some or all of
     the Registrable Securities owned by it and, if it defaults in the
     performance of its secured obligations, the pledgees or secured parties may
     offer and sell the Registrable Securities from time to time pursuant to the
     prospectus. The Selling Securityholder also may transfer and donate
     Registrable Securities in other circumstances in which case the
     transferees, donees, pledgees or other successors in interest will be the
     selling securityholder for purposes of the prospectus.

          State any exceptions here:
                                     -----------------------------------

          --------------------------------------------------------------

          --------------------------------------------------------------

          --------------------------------------------------------------

          Note: In no event will such method(s) of distribution take the form of
          an underwritten offering of the Registrable Securities without the
          prior agreement of Euronet Worldwide, Inc.

     The undersigned acknowledges that it understands its obligation to comply
with the provisions of the Exchange Act and the rules thereunder relating to
stock manipulation, particularly Regulation M thereunder (or any successor rules
or regulations) and the provisions of the Securities Act relating to prospectus
delivery, in connection with any offering of Registrable Securities pursuant to
the Shelf Registration Statement. The undersigned agrees that neither it nor any
person acting on its behalf will engage in any transaction in violation of such
provisions.

     The Selling Securityholder hereby acknowledges its obligations under the
Securities Purchase Agreement to indemnify and hold harmless certain persons as
set forth therein.

     Pursuant to the Securities Purchase Agreement, Euronet Worldwide, Inc. has
agreed under certain circumstances to indemnify the Selling Securityholder
against certain liabilities.

     In accordance with the undersigned's obligation under the Securities
Purchase Agreement to provide such information as may be required by law for
inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify Euronet Worldwide, Inc. of any inaccuracies or changes in the
information provided herein that may occur subsequent to the date hereof at any
time while the Shelf Registration Statement remains effective. All notices
hereunder and pursuant to the Securities Purchase Agreement shall be made in
writing at the address set forth below.

     In the event that the undersigned transfers all or any portion of the
Registrable Securities listed in Item 3 above after the date on which such
information is provided to Euronet Worldwide, Inc., the undersigned agrees to


                                       B-4
<PAGE>

notify the transferee(s) at the time of transfer of its rights and obligations
under this Notice and Questionnaire and the Securities Purchase Agreement.

     By signing below, the undersigned consents to the disclosure of the
information contained herein in, its answers to Items 1 through 8 above and the
inclusion of such information in the Shelf Registration Statement and the
related prospectus. The undersigned understands that such information will be
relied upon by Euronet Worldwide, Inc. in connection with the preparation of the
Shelf Registration Statement and the related prospectus and any amendments or
supplements thereto.

     By signing below, subject to the terms of the Securities Purchase
Agreement, the undersigned agrees that if Euronet Worldwide, Inc. notifies the
undersigned that the Shelf Registration Statement is not available, the
undersigned will suspend use of the prospectus until receipt of notice from
Euronet Worldwide, Inc. that the prospectus is again available.

     If the undersigned has provided an email address in Item 2 above, by
signing below, the undersigned consents, with respect to all future notices and
communications required to be given to the undersigned under the Securities
Purchase Agreement, to the giving of such notices and communications to the
undersigned by email at such email address set forth in Item 2 above.

     Once this Notice and Questionnaire is executed by the undersigned and
received by Euronet Worldwide, Inc., the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of Euronet Worldwide,
Inc. and the undersigned with respect to the Registrable Securities beneficially
owned by the undersigned and listed in Item 3 above. This Notice and
Questionnaire shall be governed in all respects by the laws of the State of New
York.

     IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused
this Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.

     Date:


                                        ---------------------------
                                        Beneficial Owner

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

               PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND
                  QUESTIONNAIRE TO EURONET WORLDWIDE, INC. AT:


                             Euronet Worldwide, Inc.
                             4601 College Boulevard
                                Leawood, KS 66211
                             Attn: Jeffrey B. Newman



                                      B-5
<PAGE>


                                                                     EXHIBIT C-1

                 FORM OF OPINION OF STINSON MORRISON HECKER LLP
                 ----------------------------------------------

     (i) The execution and delivery of the Securities Purchase Agreement and the
issuance of the Shares by the Company and the  performance by the Company of its
obligations thereunder have been duly authorized, executed and delivered by, and
the  Securities  Purchase  Agreement  is a valid and binding  agreement  of, the
Company,  enforceable  in  accordance  with  its  terms,  except  as  rights  to
indemnification  thereunder  may be limited by applicable  law and except as the
enforcement  thereof may be limited by bankruptcy,  insolvency,  reorganization,
receivership,  arrangement,  moratorium, assignment for the benefit of creditors
or other similar laws relating to or affecting creditors' rights generally or by
general equitable principles.

     (ii) The Shares have been duly  authorized by the Company and, when issued,
delivered and paid for in accordance  with the  Securities  Purchase  Agreement,
will be validly issued, fully paid and non-assessable.  The issuance and sale of
the Shares is not subject to any  preemptive  right under the  Delaware  General
Corporation Law or the Company's certificate of incorporation, or the by-laws of
the Company or similar contractual rights under any Material Agreements,  except
for any such preemptive or contractual rights that have been waived.

     (iii)The  execution and delivery of the Securities  Purchase  Agreement and
the issuance of the Shares by the Company and the  performance by the Company of
its  obligations  thereunder  (other  than  performance  by the  Company  of its
obligations  under  the  indemnification  section  of  the  Securities  Purchase
Agreement,  as to which no opinion need be rendered)  (A) will not result in any
violation of the  provisions of the charter or by-laws of the Company;  (B) will
not conflict with or constitute a breach of, or default under,  or result in the
creation or imposition of any lien,  charge or encumbrance  upon any property or
assets of the  Company or any of its  subsidiaries  pursuant  to, or require the
consent of any other party to, any Material Agreement, or (C) will not result in
any  violation  of any U.S.  federal  or State of Kansas  law or  administrative
regulation or, to the knowledge of such counsel,  administrative or court decree
applicable to the Company or any subsidiary.

     (iv) The Company is not,  and after  giving  effect to the  offering of the
Shares and  application of the proceeds will not be,  required to register as an
"investment company" within the meaning of the Investment Company Act.

     (v) The rights  evidenced  by such  Shares,  to the extent  provided in the
Rights  Agreement  dated as of March 21, 2003 between the Company and  EquiServe
Trust  Company,  N.A.,  as  amended  (the  "Rights  Agreement")  have  been duly
authorized  and, when and if issued in  accordance  with the terms of the Rights
Agreement, will have been validly issued.

                                     C-1-1
<PAGE>

Capitalized  terms used  herein  without  definition  shall have the  respective
meanings ascribed to them in the Securities Purchase Agreement.


                                     C-1-2
<PAGE>

                                                                     EXHIBIT C-2

                     FORM OF OPINION OF THE GENERAL COUNSEL
                     --------------------------------------

     (i) The Company  has been duly  incorporated  and is validly  existing as a
corporation in good standing under the laws of the State of Delaware.

     (ii) The  Company  has  corporate  power and  authority  to own,  lease and
operate its  properties  and to conduct its  business  as  described  in the SEC
Documents  and to enter into and perform its  obligations  under the  Securities
Purchase Agreement.

     (iii) The Company is duly  qualified as a foreign  corporation  to transact
business  and  is  in  good  standing  in  each   jurisdiction   in  which  such
qualification  is  required,  whether by reason of the  ownership  or leasing of
property or the conduct of  business,  except for such  jurisdictions  where the
failure to so qualify or to be in good standing  would not,  individually  or in
the aggregate, result in a Material Adverse Effect.

     (iv) Each  subsidiary  of the  Company  has been duly  incorporated  and is
validly  existing  as a  corporation  in good  standing  under  the  laws of the
jurisdiction  of its  incorporation,  has corporate  power and authority to own,
lease and operate its properties and to conduct its business as described in SEC
Documents and, to the knowledge of such counsel,  is duly qualified as a foreign
corporation to transact business and is in good standing in each jurisdiction in
which such  qualification  is  required,  whether by reason of the  ownership or
leasing of property or the conduct of  business,  except for such  jurisdictions
where  the  failure  to  so  qualify  or  to  be in  good  standing  would  not,
individually or in the aggregate, result in a Material Adverse Effect.

     (v) The  authorized  capital  stock of the company as of December  31, 2006
consisted  of  90,000,000  shares of common  stock,  $0.02 par  value,  of which
37,245,861  shares  were  issued  and  outstanding,  and  10,000,000  shares  of
preferred stock, $0.02 par value, none of which have been issued.

     (vi)  After  due  inquiry,  such  counsel  does  not  know of any  legal or
governmental  actions,  suits  or  proceedings  pending  or,  to such  counsel's
knowledge,   threatened   against  or  affecting  the  Company  or  any  of  its
subsidiaries,  where in any such case (A) there is a reasonable possibility that
such action, suit or proceeding might be determined  adversely to the Company or
such  subsidiary and (B) if such action,  suit or proceeding  were so determined
adversely,  would reasonably be expected to adversely affect the consummation of
the transactions contemplated by the Securities Purchase Agreement.

     (vii) No  consent, approval,  authorization or order of, or registration or
filing with, any court or other  governmental or regulatory  authority or agency
is  required  for  the  consummation  of the  transactions  contemplated  by the
issuance and sale of the Shares pursuant to the Securities  Purchase  Agreement,
or the execution,  delivery and performance of the Company's  obligations  under
the Securities Purchase Agreement,

                                     C-2-1
<PAGE>

except as required under the Securities Act, applicable state securities or blue
sky laws (as to which such  counsel  does not express an  opinion)  and from the
NASD.

     (viii)  All of the  outstanding  shares  of  Common  Stock  have  been duly
authorized and validly issued,  are fully paid and  non-assessable  and, to such
counsel's  knowledge,  have been issued in compliance with the  registration and
qualification requirements of federal and state securities laws.

     (ix) The  Company  and each  subsidiary  possess  such  valid  and  current
certificates, authorizations or permits issued by the appropriate state, federal
or foreign  regulatory  agencies or bodies necessary to conduct their respective
businesses,  and,  to such  counsel's  knowledge,  neither  the  Company nor any
subsidiary has received any notice of proceedings  relating to the revocation or
modification of any such certificate,  authorization or permit which,  singly or
in the aggregate, if the subject of an unfavorable decision,  ruling or finding,
could result in a Material Adverse Effect.

     (x)  Except  as  disclosed  in the  SEC  Documents,  the  Company  and  its
subsidiaries own or possess sufficient  Intellectual  Property Rights reasonably
necessary  to  conduct  their  business  as  now  conducted;  and  the  expected
expiration of any of such  Intellectual  Property Rights would not, singly or in
the aggregate, result in a Material Adverse Effect. To such counsel's knowledge,
neither the  Company  nor any of its  subsidiaries  has  received  any notice of
infringement  or conflict  with, and to such  counsel's  knowledge,  there is no
infringement  of or conflict  with,  asserted  Intellectual  Property  Rights of
others,  which  infringement  or  conflict,  if the  subject  of an  unfavorable
decision,  would,  singly  or in the  aggregate,  result in a  Material  Adverse
Effect.  The  Company  is not a party to or bound by any  options,  licenses  or
agreements with respect to the Intellectual  Property Rights of any other person
or entity  that are  required to be set forth in the SEC  Documents  and are not
described in all material  respects.  To such counsel's  knowledge,  none of the
technology  employed by the  Company  has been  obtained or is being used by the
Company in violation of any contractual obligation binding on the Company or any
of its officers,  directors or employees or otherwise in violation of the rights
of any persons.

     (xi) No  stockholder  of the Company or any other person has any preemptive
right,  right of first  refusal or,  except as disclosed  in the SEC  Documents,
other  similar  right to  subscribe  for or purchase  securities  of the Company
arising (i) by operation of the charter or by-laws of the Company or the General
Corporation  Law of the State of Delaware or (ii) to the best  knowledge of such
counsel, otherwise.

     (xii)To such counsel's knowledge, neither the Company nor any subsidiary is
in violation of its charter or by-laws or any law, administrative  regulation or
administrative or court decree applicable to the Company or any subsidiary or is
in  Default in the  performance  or  observance  of any  obligation,  agreement,
covenant or condition contained in any Material  Agreement,  except in each such
case for such  violations or Defaults as would not,  singly or in the aggregate,
result in a Material Adverse Effect.

                                     C-2-1
<PAGE>

     Capitalized terms used herein without  definition shall have the respective
meanings ascribed to them in the Securities Purchase Agreement.



                                     C-2-3
<PAGE>


                                   Schedule 1

                           Use of Proceeds Disclosure
                           --------------------------

           The Company currently anticipates using the proceeds from the private
placement for future acquisitions and other general corporate  purposes.  One of
the acquisition  candidates being  considered,  which is complimentary to one of
the  Company's  divisions,  would  represent a significant  acquisition  for the
Company. That particular candidate is running an auction process and the Company
is considering whether to submit a bid, which would only be made if it is with a
strategic  joint venture  partner.  If such a joint venture is formed and is the
successful bidder in that auction, the Company's part of the consideration would
include  cash and  assumption  of  liabilities  and  would be  funded  through a
combination  of the proceeds of this offering and  available  cash and potential
borrowings. The financial impact of this acquisition on the Company is difficult
to predict because it would depend on the purchase  price,  the cost of any debt
acquisition  financing,  the  synergies  and other  financial  benefits from the
acquisition and the structure of the joint venture.  Accordingly, it is possible
that the transaction may be dilutive to the Company's  earnings per share in the
early term of the  investment.  There can be no assurance  that the Company will
make a bid in the auction,  or if made,  that the Company will be  successful in
completing the transaction.

           Until the  proceeds are  utilized as  described  above,  they will be
invested in short term  investments.  Therefore,  while so invested and based on
current  short term interest  rates,  this offering is not expected to result in
dilution to the Company's  first quarter 2007 earnings per share as discussed in
the Company's press release dated February 20, 2007.



                                     C-2-4