Filed by sedaredgar.com - Net 1 UEPS Technologies, Inc. - Exhibit 10.48






NET 1 UEPS TECHNOLOGIES, INC. 
STOCK OPTION
AGREEMENT 

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

	 	Name of Employee: 	  
	 	 	 
	 	Date of Grant: 	  
	 	 	 
	 	Number of Option Shares: 	  
	 	 	 
	 	Exercise Price: 	US$24.46 per Share 
	 	 	 
	 	Option Expiration Date: 	August 24, 2018 


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


	Exercise Date 	Percentage 
	 	 
	Prior to May 8, 2009 	0% 
	 	 
	On or after May 8, 2009 and prior to May 8,
      2010 	20% 
	 	 
	On or after May 8, 2010 and prior to May 8,
      2011 	40% 
	 	 
	On or after May 8, 2011 and prior to May 8,
      2012 	60% 
	 	 
	On or after May 8, 2012 and prior to May 8,
      2013 	80% 
	 	 
	On or after May 8, 2013 	100%
  



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

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          1.     
CONSTRUCTION.

          The
captions and titles contained in this Agreement are for convenience only and do
not affect the meaning or interpretation of any provision of this Agreement.


          2.     
TAX CONSEQUENCES. 

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

          3.      EXERCISE
OF THE OPTION. 

                    3.1     
Automatic Exercise. On each date on which this Option first
becomes exercisable for any fraction of the number of Option Shares stated
above, this Option will be exercised automatically for all of the Shares for
which this Option is then exercisable and not previously exercised, and the
Option recipient shall become the owner of such Shares with all of the rights,
liabilities and obligations that come with ownership. Payment for such automatic
exercise shall be effected by delivery to the Company, on or before the exercise
date, of any of the forms of authorized consideration specified in Section 3.3
below, as determined in the discretion of the Option recipient; provided,
however, that if the Option recipient shall fail to deliver the aggregate
Exercise Price to the Company by the close of business on the exercise date,
then the Exercise Price shall be paid, by default, by means of the Company
withholding from the Option Shares otherwise deliverable upon exercise that
number of Option Shares, rounded up to the nearest whole share, the Fair Market
Value of which equals the aggregate Exercise Price due. Shares withheld in
payment of the Exercise Price will be valued at their Fair Market Value as of
the date that the exercise occurs. This automatic exercise will not occur,
however, in the following circumstances: 

          (a)      The
Option recipient, on the applicable exercise date, is a member of the Board or
an executive officer of the Company or otherwise has a relationship with the
Company that would render the automatic exercise provision prohibited with
respect to the Option recipient by applicable law; or 

          (b)     
Within 15 days before the applicable exercise date, the Option recipient
delivers to the Company’s Chief Financial Officer electronic or written notice
(the “Waiver Notice”), in a form authorized by the Company which
states that the Option recipient wishes to waive the automatic exercise that is
scheduled to occur on the exercise date. Any such waiver will apply to all of
the Option Shares for which the Option is exercisable on that exercise date; or


          (c)      The
Fair Market Value on the date that the exercise would otherwise occur does not
at least equal or exceed the Exercise Price; or 

          (d)      If
the Company is advised by its South African tax advisors that, under applicable
law, the Option becoming exercisable, in and of itself, does not result in a
taxable event to the Employee in the absence of exercising of the 

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Option. 

                    3.2      Discretionary
Exercise. The Option shall be exercisable in the discretion of
the Employee on or after May 8, 2009 and prior to termination of the Option in
an amount not to exceed the number of Shares for which the Option is then
exercisable less the number of Shares previously acquired upon exercise of the
Option. Exercise of the Option shall be by means of electronic or written notice
(the “Exercise Notice”) in a form authorized by the
Company which states the Employee’s election to exercise the Option, the number
of whole Shares for which the Option is being exercised and such other
representations and agreements as to the Employee’s investment intent with
respect to such Shares as may be required pursuant to the provisions of this
Agreement or by applicable law. Further, each Exercise Notice must be (a) signed
or otherwise authenticated by the Employee in a manner acceptable to the
Company, (b) received by the Company or the Company’s authorized representative,
in a manner acceptable to the Company, prior to the termination of the Option as
set forth in Section 5 of this Agreement, and (c) accompanied by full payment of
the aggregate Exercise Price for the number of Shares being purchased. The
Option exercise will be effective upon receipt by the Company or the Company’s
authorized representative of such electronic or written Exercise Notice and the
aggregate Exercise Price. 

                    3.3      Payment
of Exercise Price. 

                              (a)      Forms
of Consideration Authorized. Except as otherwise provided below,
payment of the aggregate Exercise Price for the number of Shares for which the
Option is being exercised may be made (i) in cash (US dollars) or cash
equivalent acceptable to the Company (including offset against US dollars, if
any, owed by the Company to the Employee as of the date of exercise), (ii) if
permitted by the Company, by tender to the Company, or attestation to the
ownership, of whole Shares owned by the Employee, including Shares deliverable
upon exercise of the Option, (iii) by means of a Cashless Exercise, as defined
in Section 3.3(c) of this Agreement, (iv) if permitted by the Company, with a
promissory note in such form as the Company may specify that bears a market rate
of interest and is fully recourse, (v) by any other means acceptable to the
Company, or (vi) by any combination of the foregoing as may be permitted by the
Company, in its sole discretion. Shares tendered in payment of the Exercise
Price will be valued at their Fair Market Value as of the date that the exercise
occurs. 

                              (b)      Limitations
on Forms of Consideration. 

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

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

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or procedure, including with respect to the Employee
notwithstanding that such program or procedures may be available to others. 

                         3.4      Company-Assisted
Sales of Shares; Grant of Power of Attorney for Sale of Shares. The Employee
acknowledges that he or she has been advised that it may be impracticable for
the Employee on his or her own to sell, or to arrange for a sale through a
broker or otherwise of the Shares acquired upon exercise of the Option.
Therefore, the Company expects to assist the Employee in this regard by
facilitating the sale of Shares obtained through the exercise of the Option,
with the method and timing of such sales to be determined by the Executive
Committee of the Company, although the Company has no obligation to do so.
However, in the event that the Company does attempt to facilitate any such Share
sale, the Company does not represent to the Employee that such sale will be
completed, or if it is completed, that Shares will be sold at any particular
price or require any particular level of brokerage commissions. The Employee
hereby irrevocably constitutes and appoints Dr. Serge C.P. Belamant and Mr.
Herman Gideon Kotze, each with full power and authority to act together or alone
in any matter hereunder and with full power of substitution, the true and lawful
attorneys-in-fact of the Employee (individually an “Attorney” and
collectively the “Attorneys”), with full power and authority in the name
of, for and on behalf of, the Employee with respect to all matters arising in
connection with the sale of the Shares acquired upon the exercise of the Option,
including, but not limited to, the power and authority on behalf of the Employee
to take any and all of the following actions: (i) to sell such Shares (to be
represented by stock option exercise forms executed by the Attorneys) through a
broker, including a transaction in which the broker will act as a principal, at
a purchase price per Share as determined by negotiation between the Company, the
Attorneys and the broker and to complete, execute and deliver a stock power in
relation to the sale of the Shares; (ii) to execute and deliver any document
that may be required in connection with the exercise of the Option and deliver
the aggregate Exercise Price and applicable withholding taxes to the Company on
behalf of the Employee; (iii) on behalf of the Employee, to make representations
and warranties and enter into appropriate agreements to effect the sale of such
Shares; (iv) to instruct the Company’s transfer agent as the Attorneys shall
determine on all matters pertaining to the delivery and custody of certificates
for such Shares; (v) to incur or authorize the incurrence of any necessary or
appropriate expense in connection with the sale of such Shares; (vi) if
necessary, to endorse (in blank or otherwise) on behalf of the Employee the
certificate(s) representing such Shares and a stock power or powers attached to
such certificate(s); and (vii) to sign such other certificates, documents and
agreements and take any and all other actions as the Attorneys may deem
necessary or desirable in connection with the consummation of the transactions
contemplated by the power of attorney granted under this Section 3.4. Each
Attorney may act alone in exercising the rights and powers conferred on the
Attorneys. Each Attorney is hereby empowered to determine in his sole discretion
the time or times when, the purpose for and the manner in which any power herein
conferred upon him shall be exercised, and the conditions, provisions or
covenants of any instrument or document which may be executed by him pursuant
hereto. The power of attorney granted under this Section 3.4 is an agency
coupled with an interest and all authority conferred hereby shall be
irrevocable, and shall not be terminated by any act of the Employee or by
operation of law, whether by the death, disability or incapacity of the Employee
or by the occurrence of any other event or events. It is understood that the
Attorneys assume no responsibility or liability for any aspect of offering or
selling any Shares acquired upon exercise of the Option and shall 

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not be liable for any error of judgment or for any act done or
omitted or for any mistake of fact or law except for the Attorneys’ own gross
negligence, willful misconduct or bad faith. It is understood that the
Attorneys, in acting pursuant to this power of attorney, are not acting in a
fiduciary capacity on behalf of the Employee and are not required to, nor will
they necessarily, obtain the best available price or the lowest possible fee or
commission when negotiating or otherwise facilitating any sale of Shares
pursuant to this power of attorney. The power of attorney granted under this
Section 3.4 shall be binding upon the Employee and the Employee’s heirs, legal
representatives, distributees, successors and assigns. 

                    3.5      Tax
and/or Social Insurance Withholding. At the time any
withholding is required by applicable law, or at any time thereafter as
requested by the Company, the Employee hereby authorizes withholding from
payroll and any other amounts payable to the Employee, and otherwise agrees to
make adequate provision for (including by means of a Cashless Exercise to the
extent permitted by the Company), any sums required to satisfy the federal,
state, local and foreign tax and social insurance withholding obligations of the
Company or its affiliate, if any, which arise in connection with the Option. The
Company shall have no obligation to deliver Shares until the tax and social
insurance withholding obligations of the Company or its affiliate have been
satisfied by the Employee. The Company may, in its sole discretion, permit the
Employee to satisfy, in whole or in part, any tax and social insurance
withholding obligation which may arise in connection with the Option either by
electing to have the Company withhold from the Shares to be issued upon exercise
that number of Shares, or by electing to deliver to the Company already-owned
Shares, in either case having a Fair Market Value (as defined below) equal to
the amount necessary to satisfy the statutory minimum withholding amount due.
For purposes of this Agreement, (i) if the Shares are registered under Section
12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and listed
for trading on a national exchange or market, “Fair Market Value”
means, as applicable, (a) the closing price on the relevant date, the average of
the high and low sale price on the relevant date or the average of the closing
price over a period of up to thirty consecutive days immediately prior to or
including the relevant date, as determined in the Company’s discretion, as
quoted on the New York Stock Exchange, the American Stock Exchange, the Nasdaq
Global Select Market, or the Nasdaq Global Market; (b) the last sale price on
the relevant date or the average of the last sale price over a period of up to
thirty consecutive days immediately prior to or including the relevant date, as
determined in the Committee’s discretion, as quoted on the Nasdaq Capital
Market; (c) the average of the high bid and low asked prices on the relevant
date quoted on the Nasdaq OTC Bulletin Board Service or by the National
Quotation Bureau, Inc. or a comparable service as determined in the Company’s
discretion; or (d) if the Shares are not quoted by any of the above, the average
of the closing bid and asked prices on the relevant date furnished by a
professional market maker for the Shares, or by such other source, selected by
the Company; provided, however, that if an average of prices over
a period of days is not applicable and no public trading of the Shares occurs on
the relevant date but the Shares are so listed, then Fair Market Value shall be
determined as of the earliest preceding date on which trading of the Shares does
occur; and (ii) if the Shares on the relevant date are not listed for trading on
a national exchange or market, then Fair Market Value shall be the value
established by the Company in good faith.

                    3.6      Certificate
Registration. Physical possession or custody of such stock
certificates shall be retained by the Company until such time as the shares are
transferable 

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without restriction and, thereafter, the Company shall either
issue and deliver to the Employee one or more certificates in the name of the
Employee for that number of Shares purchased by the Employee or provide for
uncertificated, book entry issuance of those Shares. 

                    3.7      Restrictions
on Issuance of Shares. The issuance of Shares upon exercise
are subject to compliance with all applicable requirements of U.S. federal,
state, local or foreign law with respect to such securities. The Option may not
be exercised if the issuance of Shares upon exercise would violate any
applicable laws or regulations, or any requirement of any stock exchange or
market system upon which the Shares may then be listed. In addition, the Option
may not be exercised unless (i) a registration statement under the Securities
Act of 1933 (the “Securities Act”) shall at the time
of exercise of the Option be in effect with respect to the Shares issuable upon
exercise of the Option or (ii) in the opinion of legal counsel to the Company,
the Shares issuable upon exercise of the Option may be issued in accordance with
the terms of an applicable exemption from the registration requirements of the
Securities Act. THE EMPLOYEE IS CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED
UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. ACCORDINGLY, THE EMPLOYEE MAY NOT
BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS THEN
EXERCISABLE. The inability of the Company to obtain from any regulatory body
having jurisdiction the authority, if any, deemed by the Company’s legal counsel
to be necessary to the lawful issuance and sale of any Shares subject to the
Option shall relieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority shall not have
been obtained. As a condition to the exercise of the Option, the Company may
require the Employee to satisfy any qualifications that may be necessary or
appropriate, to evidence compliance with any applicable law or regulation and to
make any representation or warranty with respect thereto as may be requested by
the Company. 

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

          4.     
NONTRANSFERABILITY OF THE
OPTION. 

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

          5.     
TERMINATION OF THE
OPTION. 

          The
Option shall terminate and may no longer be exercised after the first to occur
of (a) the close of business at the Company’s principal executive office on the
Option Expiration Date, (b) the date specified in Section 6 of this Agreement in
the event of the termination of the Employee’s employment or other service with
the Company (such employment or other service 

- 6 - 




with the Company referred to hereafter as
“Service”), or (c) the occurrence of an event described in Section
9.2 of this Agreement to the extent determined by the Company. 

          6.      EFFECT
OF TERMINATION OF
SERVICE. 

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

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

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

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

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termination of Service by the Employee other than for the
reasons described in clauses (i) through (iv) of the preceding sentence or any
termination of the Employee’s Service due to the Employee’s misconduct or other
misdemeanor. 

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

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

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

          8.      LEGENDS.


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

          9.      ADJUSTMENTS
FOR CORPORATE
TRANSACTIONS AND OTHER
EVENTS. 

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

                    9.2      Significant
Corporate Transaction. In the event of a significant corporate transaction
such as a sale of voting stock, merger, sale of substantial assets, or other
similar corporate event involving the Company, the Company may, but shall not be
obligated to, (A) cancel the Option for fair value (as determined in the sole
discretion of the Company) which may, but need not be, equal to the excess, if
any, of the value of the consideration to be paid in such corporate transaction
to holders of the same number of Shares subject to the unexercised Option (or,
if no consideration is paid in any such transaction, the Fair Market 

- 8 - 




Value of the Shares subject to such Option) over the aggregate
exercise price of the Option or (B) provide for the issuance of substitute
options that will substantially preserve the otherwise applicable terms of the
Option as determined by the Company in its sole discretion or (C) provide that
for a period of at least 15 days prior to the consummation of such corporate
transaction, the Option shall be exercisable as to all shares subject thereto
and that upon the consummation of such corporate transaction, the Option shall
terminate and be of no further force and effect. The Company may treat the
portion of the Option that is exercisable as of the date of the corporate
transaction differently than the unexercisable portion and, in this regard, may
cause the unexercisable portion of the Option to be canceled without
consideration as of or immediately before the effective time of the transaction
in its sole discretion. 

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

          10.     
INVESTMENT
REPRESENTATIONS. 

          The
Employee represents, warrants and covenants that: 

                    (a)      Any
Shares purchased upon exercise of this Option shall be acquired for the
Employee’s account for investment only and not with a view to, or for sale in
connection with, any distribution of the Shares in violation of the Securities
Act or any rule or regulation under the Securities Act, and that the Employee
will not distribute the same in violation of any state or federal law or
regulation. 

                    (b)      The
Employee has had such opportunity as the Employee deemed adequate to obtain from
representatives of the Company such information as is necessary to permit the
Employee to evaluate the merits and risks of the Employee’s investment in the
Company. 

                    (c)      The
Employee is able to bear the economic risk of holding Shares acquired pursuant
to the exercise of this Option for an indefinite period. 

                    (d)     
The Employee understands that (i) the Shares that may be acquired pursuant to
the exercise of this Option are not currently registered under the Securities
Act or under the securities laws of any state and are “restricted securities”
within the meaning of Rule 144 under the Securities Act; (ii) such Shares cannot
be sold, transferred or otherwise disposed of unless they are subsequently
registered under the Securities Act, and such registration or qualification as
may be necessary under the securities laws of any state, or an exemption from
registration is then available; and (iii) the Company has no obligation to
register any Shares acquired pursuant to the exercise of this Option under the
Securities Act. 

          By
making payment upon exercise of this Option, the Employee shall be
deemed to have reaffirmed, as of the date of such payment, the representations
made in this Section 10. 

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          11.      MISCELLANEOUS
PROVISIONS. 

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

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

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

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

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

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

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Agreement, the delivery of the document via e-mail or such
other means of electronic delivery specified by the Company. 

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

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

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

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

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

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


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


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	Employee: ____________________________________
	Nonstatutory Stock Option 
	Date: ______________________________


STOCK OPTION EXERCISE NOTICE 

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


Ladies and Gentlemen: 

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

	 	Date of Grant: 	27 August 2008 
	 	 	 
	 	Number of Option Shares: 	  
	 	 	 
	 	Exercise Price per Share: 	US$ 24.46



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

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


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


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



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

(Contact Company for amount of tax due.) 

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


         
5.           Employee
Information. 

My address is:  
___________________________________________________________________________

                             
___________________________________________________________________________

My Tax Identification Number
is:    
_____________________________________________________________

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

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


Very truly yours, 


____________________________________
(Signature) 

Receipt of the above is hereby acknowledged. 

NET 1 UEPS TECHNOLOGIES, INC. 

By: __________________________________

Title: _________________________________

Dated: ________________________________

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	Employee: _________________________________________
	Nonstatutory Stock Option 
	Date: ________________________________


AUTOMATIC EXERCISE WAIVER NOTICE 

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


Ladies and Gentlemen: 

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

	 	Date of Grant: 	 
	 	 	 
	 	Number of Option Shares: 	 


         
2.           Waiver of
Automatic Exercise of Option. I hereby elect, in accordance with
and subject to the terms, provisions, and conditions of the Agreement, to waive
the automatic exercise of the Option to purchase Shares with respect to the
upcoming scheduled Exercise Date: 

	 	Exercise Date: 	 


         
4.           Tax
Consequences of Waiver. I acknowledge that my waiver of the
automatic exercise of the Option may not alleviate tax obligations that arise
upon the Option becoming exercisable, notwithstanding my failure to exercise the
Option, and that I may incur future tax obligations associated with my later
exercise of the Option. I further acknowledge that I will be fully responsible
for satisfying all such tax obligations. 

         
5.           Employee
Information. 

My address is:  
___________________________________________________________________________

                             
___________________________________________________________________________

My Tax Identification Number
is:    
_____________________________________________________________

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6.           Binding
Effect. This Automatic Exercise Waiver Notice shall inure to the
benefit of and be binding upon my heirs, executors, administrators, successors,
and assigns. 

          I
understand that I am waiving the automatic exercise of the Option pursuant to
the terms of my Agreement, a copy of which I have received and carefully read
and understand. I have had an opportunity to seek the advice of my personal tax
advisors before making this exercise waiver election, and I have not relied on
the advice of the Company, or any of its directors, officers, employees, or
agents in making my decision to file this election. 

Very truly yours, 


____________________________________
(Signature) 

Receipt of the above is hereby acknowledged. 

NET 1 UEPS TECHNOLOGIES, INC. 

By: __________________________________

Title: _________________________________

Dated: ________________________________

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