EXHIBIT 10.1

                        $10,000,000 USD CREDIT AGREEMENT
                          Dated as of October 25, 2004

                            EURONET WORLDWIDE, INC.,
                       as Borrower Agent and as a Borrower

                                       AND

                                  PAYSPOT, INC.

                                       AND

                                EURONET USA, INC.

                                       AND

                             PREPAID CONCEPTS, INC.

                                       AND

                              CALL PROCESSING, INC.

                                       AND

               EACH U.S. SUBSIDIARY WHICH BECOMES A PARTY HERETO,
                                  as Borrowers

                                       AND

                             BANK OF AMERICA, N.A.,
                              as Agent and a Lender

                                       AND

            THE OTHER FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY
                                     HERETO,
                                     Lenders

                      $10,000,000 Revolving Line of Credit

                       Termination Date: October 25, 2006



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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE 1   DEFINITIONS......................................................2
ARTICLE 2   REVOLVING LINE OF CREDIT.........................................2
      2.1   Agreement to Lend................................................2
      2.2   Revolving Note...................................................2
ARTICLE 3   LETTER OF CREDIT FACILITIES......................................3
      3.1   The Letter of Credit Commitment..................................3
      3.2   Procedures for Issuance and Amendment of Letters of Credit.......5
      3.3   Drawings and Reimbursements; Funding of Participations...........5
      3.4   Repayment of Participations......................................7
      3.5   Obligations Absolute.............................................7
      3.6   Role of L/C Issuer...............................................8
      3.7   Cash Collateral..................................................9
      3.8   Applicability of ISP.............................................9
      3.9   Letter of Credit Fees............................................9
      3.10  Conflict with Issuer Documents...................................9
      3.11  Letters of Credit Issued for Subsidiaries........................9
      3.12  Letter of Credit Amounts........................................10
ARTICLE 4   DISBURSEMENTS; INTEREST; PAYMENTS...............................10
      4.1   Types of Loans..................................................10
      4.2   Loan Disbursement Procedures....................................10
      4.3   Interest........................................................10
      4.4   Optional and Mandatory Payments.................................12
      4.5   Payments........................................................12
      4.6   Direct Debit and Pre-Billing....................................14
      4.7   Minimum Amounts.................................................15
      4.8   Certain Requests and Notices....................................15
      4.9   Borrower Agent..................................................16
ARTICLE 5   FEES; COLLATERAL................................................17
      5.1   Fees............................................................17
      5.2   Additional LIBOR Rate Loan Costs................................17
      5.3   Collateral......................................................18
ARTICLE 6   CONDITIONS TO MAKING LOANS......................................18
      6.1   Delivery of Loan Documents......................................18
      6.2   Proper Proceedings; Charter Documents...........................19
      6.3   Legal Opinion...................................................19
      6.4   No Adverse Changes; Representations; No Default.................19
      6.5   Notice of Borrowing.............................................19
      6.6   Existing Credit Facility........................................19
      6.7   No Material Impairment..........................................20
      6.8   Required Consents and Approvals.................................20
      6.9   Legality........................................................20
      6.10  General.........................................................20
      6.11  Conditions to Full Availability.................................20

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ARTICLE 7   REPRESENTATIONS AND WARRANTIES..................................21
      7.1   Corporate Existence and Standing................................21
      7.2   Authorization and Validity......................................21
      7.3   No Conflict; Governmental Consent...............................21
      7.4   Compliance with Laws; Environmental and Safety Matters..........22
      7.5   Financial Statements............................................22
      7.6   Ownership of Properties; Collateral Liens.......................23
      7.7   Indebtedness....................................................23
      7.8   Subsidiaries....................................................23
      7.9   Litigation......................................................23
      7.10  Material Agreements; Labor Matters..............................23
      7.11  Investment Company Act; Public Utility Holding Company Act......24
      7.12  Taxes...........................................................24
      7.13  Accuracy of Information.........................................24
      7.14  Employee Benefit Plans..........................................24
      7.15  No Undisclosed Dividend Restrictions............................24
      7.16  Absence of Default or Event of Default..........................25
      7.17  Disclosure......................................................25
      7.18  Solvency........................................................25
      7.19  Margin Regulations..............................................25
      7.20  Copyrights, Patents and Other Rights............................25
      7.21  Fiscal Year.....................................................25
ARTICLE 8   AFFIRMATIVE COVENANTS...........................................25
      8.1   Conduct of Business and Maintenance of Properties...............25
      8.2   Insurance.......................................................26
      8.3   Compliance with Laws and Taxes..................................26
      8.4   Financial Statements, Reports, etc..............................26
      8.5   Other Notices...................................................28
      8.6   Access to Properties and Inspections............................28
      8.7   Use of Proceeds.................................................28
      8.8   Payment of Claims...............................................29
      8.9   Maintain Lender Accounts........................................29
      8.10  Post Availability Conditions....................................29
ARTICLE 9   FINANCIAL COVENANTS.............................................29
      9.1   Consolidated Funded Debt/EBITDA Ratio...........................29
      9.2   Consolidated Fixed Charge Coverage Ratio........................29
      9.3   Minimum Consolidated EBITDA.....................................29
ARTICLE 10  NEGATIVE COVENANTS..............................................30
      10.1  Indebtedness....................................................30
      10.2  Liens...........................................................31
      10.3  Sale and Lease-Back Transactions................................32
      10.4  Mergers, Transfers of Assets, Acquisitions......................33
      10.5  Creation of Subsidiaries........................................34
      10.6  Subsidiary Dividend Restrictions................................34
      10.7  Dividend Restriction............................................34
      10.8  Use of Proceeds.................................................34

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      10.9  Loans, Advances and Investments.................................34
      10.10 Negative Pledge.................................................35
      10.11 Liquidation or Change in Business...............................35
      10.12 Senior Notes....................................................35
ARTICLE 11  EVENTS OF DEFAULT...............................................36
      11.1  Events of Default...............................................36
      11.2  Rights and Remedies.............................................37
ARTICLE 12  AGENT...........................................................38
      12.1  Appointment and Authority.......................................38
      12.2  Rights as a Lender..............................................38
      12.3  Exculpatory Provisions..........................................38
      12.4  Reliance by Agent...............................................39
      12.5  Delegation of Duties............................................39
      12.6  Resignation of Agent............................................39
      12.7  Non-Reliance on Agent and Other Lenders.........................40
      12.8  Agent May File Proofs of Claim..................................40
      12.9  Collateral and Guaranty Matters.................................41
ARTICLE 13  MISCELLANEOUS...................................................42
      13.1  Notices.........................................................42
      13.2  Additional Subsidiaries.........................................42
      13.3  Survival of Agreement...........................................42
      13.4  Binding Effect..................................................43
      13.5  Successors and Assigns; Participations..........................43
      13.6  Expenses; Indemnity.............................................46
      13.7  Right of Setoff.................................................47
      13.8  Applicable Law..................................................47
      13.9  Waivers; Amendment..............................................47
      13.10 Suretyship Waivers..............................................49
      13.11 Interest Rate Limitation........................................50
      13.12 Entire Agreement................................................50
      13.13 Severability....................................................50
      13.14 Counterparts....................................................50
      13.15 Headings........................................................50
      13.16 Jurisdiction; Consent to Service of Process.....................50
      13.17 Terms Generally.................................................51
      13.18 USA PATRIOT Act Notice..........................................51
      13.19 ARBITRATION.....................................................51

List of Exhibits:
Exhibit 1-     Definitions
Exhibit 2.2 -  Revolving Note
Exhibit 4.8-A- Notice of Borrowing, Prepayment or
               Termination of Commitment
Exhibit 4.8-B- Notice of Continuation or Conversion
Exhibit 8.4 -  Compliance Certificate
Exhibit 13.2 -    Supplement to Credit Agreement


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List of Schedules:
Schedule 7.4  - Environmental Matters
Schedule 7.5  - Financial Statements
Schedule 7.8  - Corporate Structure
Schedule 10.1 - Existing Indebtedness
Schedule 10.2 - Existing Liens
Schedule 10.9 - Loans, Advances and Investments




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                                $10,000,000 U.S.

                                CREDIT AGREEMENT

     THIS CREDIT AGREEMENT  ("Agreement") is made as of the 25th day of October,
2004, by and among Euronet  Worldwide,  Inc., a Delaware  corporation  ("Holding
Company  Borrower"),  as Borrower  Agent and as a  Borrower,  PaySpot,  Inc.,  a
Delaware  corporation,  Euronet  USA,  Inc.,  an Arkansas  corporation,  Prepaid
Concepts,  Inc.,  a  California  corporation,  Call  Processing,  Inc.,  a Texas
corporation and each other U.S. Subsidiary of any Borrower which becomes a party
to this  Agreement  pursuant to Section  13.2  hereof  (each a  "Borrower",  and
collectively,  the "Borrowers"),  and Bank of America,  N.A., a national banking
association ("Bank of America"), as agent (in such capacity, the "Agent") and as
a lender (and together with the other financial  institutions  from time to time
party hereto, as lenders, each a "Lender" and collectively the "Lenders").

     WHEREAS,  the Borrowers  have  requested  that the Agent arrange a two-year
revolving  line of credit with the Lenders in the amount of Ten Million  Dollars
($10,000,000); and

     WHEREAS,  the Borrowers have requested that the Lenders make available,  on
the request of any Borrower,  letters of credit to be applied against the amount
available under the revolving line of credit; and

     WHEREAS,  as of the date hereof e-pay Holdings Limited, a limited liability
company  incorporated  in England and Wales,  and Delta  Euronet  GmbH, a German
company  with  limited  liability,  each an indirect  subsidiary  of the Holding
Company  Borrower  (collectively  the  "Euro  Borrowers")  are  entering  into a
$30,000,000 Euro/GBP Credit Agreement (the "Euro Credit Agreement") with Bank of
America, as Agent and as a lender thereunder; and

     WHEREAS,  in order to induce  the Agent and the  Lenders to make such loans
and issue such letters of credit,  certain of the Borrowers have agreed to grant
first priority security interests to the Agent for the benefit of the Lenders in
100% of the  equity  interests  in any and all U.S.  Subsidiaries  to secure the
obligations of the Borrowers as provided herein; and

     WHEREAS,  in order to induce  the Agent and the  Lenders to make such loans
and issue such  letters of credit,  the Holding  Company  Borrower has agreed to
grant  first  priority  security  interests  to the Agent for the benefit of the
Lenders in 65% of the equity  interests in EFT Services  Holdings B.V. to secure
the obligations of the Borrowers as provided herein; and

     WHEREAS, the Lenders have agreed to make such credit and loans available to
the Borrowers upon the terms and conditions set forth herein;


<PAGE>

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and agreements contained herein, the parties agree as follows:

                                   ARTICLE 1
                                  DEFINITIONS

     Certain  terms used in this  Agreement  are defined  herein.  Certain other
terms are defined in Exhibit 1 attached hereto and  incorporated  herein by this
reference.

                                   ARTICLE 2
                            REVOLVING LINE OF CREDIT

        2.1   Agreement to Lend.

                (a) Each Lender severally, but not jointly, agrees, on the terms
and subject to the conditions set forth in this Agreement, to make loans (each a
"Revolving  Loan") to any Borrower  from time to time on any Business Day during
the period  beginning on the Closing Date through the first  Business Day before
the Revolving  Credit  Termination  Date, in such amounts as each Borrower shall
request as provided in Section 4.8 hereof not to exceed in  aggregate  principal
amount  outstanding  at any time,  such Lender's Pro Rata Share of the Revolving
Credit Commitment and, to the extent such Lender is an L/C Issuer, to treat each
draw under any Letter of Credit as a  Revolving  Loan as provided in Section 3.1
below;  provided,  however,  that no Lender shall have any  obligation to make a
requested  Revolving Loan if, (i) a Default or Event of Default has occurred and
is continuing or (ii) after the making of such Revolving Loan, (a) the aggregate
unpaid  principal  balance of all Revolving  Loans,  together with the aggregate
undrawn  amount  under all  outstanding  Letters  of  Credit,  would  exceed the
Revolving  Credit  Commitments  or (b) a Default or Event of  Default  will have
occurred and be continuing.  Except as otherwise provided in the Fee Letter, the
Borrowers  may terminate or reduce the unused  portion of the  Revolving  Credit
Commitment at any time by giving notice to the Lender as provided in Section 4.8
below, provided that any partial reduction shall be in an amount of at least One
Million  Dollars  ($1,000,000).  Revolving  Loans shall be used to pay  existing
indebtedness  to the Bank of America,  to redeem the Senior  Notes,  for working
capital, for Acquisitions and for other corporate or business purposes.

                (b)   If the  aggregate  principal indebtedness of the Borrowers
under  the  Revolving  Notes,  plus  the  aggregate  undrawn  amount  under  all
outstanding  Letters  of  Credit,  at any  time  exceeds  the  Revolving  Credit
Commitment,  the Borrowers  shall  immediately,  without  demand or notice,  pay
principal  under the  Revolving  Notes so that the  aggregate  principal  amount
outstanding thereunder,  plus the aggregate undrawn amount under all outstanding
Letters of Credit,  does not exceed the Revolving Credit  Commitment;  provided,
that in the  case of  Letters  of  Credit,  such  amount  shall  be held as cash
collateral for undrawn Letters of Credit,  and shall promptly be returned to the
appropriate  Borrower if Letters of Credit in an amount  sufficient to eliminate
such overadvance expire undrawn.

                                      -2-
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                (c) The Borrowers' obligations under this Agreement, the Revolv-
ing Notes and any other Loan Documents to which any Borrower is a party shall be
joint and several among all of the Borrowers.

        2.2     Revolving Note.  The  Revolving  Loans shall be evidenced by and
repaid in accordance  with Revolving Notes executed by the Borrowers in favor of
each Lender, in the form of Exhibit 2.2 hereto, dated as of the Closing Date or,
with respect to Revolving Notes issued to a financial institution that becomes a
Lender  subsequent  to the Closing  Date,  the date such  financial  institution
becomes a Lender,  and each Revolving Note shall be payable to the order of each
Lender.  Such  note  and  any  and all  amendments,  extensions,  modifications,
renewals, reaffirmations,  restatements,  replacements and substitutions thereof
and therefor are herein  referred to as the  "Revolving  Notes".  Interest shall
accrue on the unpaid principal  balance of the Revolving Notes  outstanding from
time to time at a rate or rates determined as provided in Section 4.3 below. The
Revolving Notes shall be paid in full on the Revolving Credit Termination Date.

                                   ARTICLE 3
                           LETTER OF CREDIT FACILITIES

        3.1 The Letter of Credit Commitment. (a) Subject to the terms and condi-
tions  set  forth  herein,  (A) the L/C  Issuer  agrees,  in  reliance  upon the
agreements  of the Lenders set forth in this  Section 3.1, (1) from time to time
on any  Business Day during the period from the Closing Date until the Letter of
Credit  Expiration  Date,  to issue  Letters  of Credit  for the  account of the
Borrowers  or their  Subsidiaries,  and to amend or  extend  Letters  of  Credit
previously  issued by it, in accordance  with  subsection (b) below,  and (2) to
honor drawings under the Letters of Credit;  and (B) the Lenders severally agree
to  participate  in Letters of Credit  issued for the account of the Borrower or
its Subsidiaries and any drawings thereunder;  provided that after giving effect
to any L/C Credit  Extension  with  respect  to any  Letter of  Credit,  (x) the
aggregate  unpaid principal  balance of all Revolving  Loans,  together with the
aggregate undrawn amount under all outstanding  Letters of Credit,  would exceed
the Revolving Credit Commitments,  and (y) the aggregate  outstanding  principal
amount of the Revolving  Loans of any Lender,  plus such Lender's Pro Rata Share
of the aggregate  amount of all L/C  Obligations  shall not exceed such Lender's
Commitment. Each request by a Borrower for the issuance or amendment of a Letter
of Credit shall be deemed to be a  representation  by such Borrower that the L/C
Credit  Extension so requested  complies  with the  conditions  set forth in the
proviso to the preceding  sentence.  Within the foregoing limits, and subject to
the terms and conditions  hereof,  the  Borrower's  ability to obtain Letters of
Credit shall be fully  revolving,  and  accordingly the Borrower may, during the
foregoing  period,  obtain  Letters of Credit to replace  Letters of Credit that
have expired or that have been drawn upon and reimbursed.  All Existing  Letters
of Credit  shall be deemed to have been  issued  pursuant  hereto,  and from and
after  the  Closing  Date  shall be  subject  to and  governed  by the terms and
conditions hereof.

                (b)   The L/C Issuer shall not issue any Letter of Credit, if:

                                      -3-
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                        (i)   the expiry date of such requested Letter of Credit
          would occur more than twelve months after the date of issuance or last
          extension,  except for those  Letters of Credit listed on Schedule 3.1
          (the  aggregate  undrawn  amount of which shall not exceed  $900,000),
          unless the Required Lenders have approved such expiry date; or

                        (ii)  the expiry date of such requested Letter of Credit
          would occur  after the Letter of Credit  Expiration  Date,  except for
          those Letters of Credit listed on Schedule 3.1 (the aggregate  undrawn
          amount of which  shall not exceed  $900,000),  unless all the  Lenders
          have approved such expiry date.

                (c)   The L/C Issuer shall not be under any obligation  to issue
any Letter of Credit if:

                        (i)   any order, judgment or decree of any  Governmental
          Authority  or  arbitrator  shall by its  terms  purport  to  enjoin or
          restrain  the L/C Issuer from  issuing  such Letter of Credit,  or any
          applicable law to the L/C Issuer or any request or directive  (whether
          or not having the force of law) from any  Governmental  Authority with
          jurisdiction  over the L/C Issuer shall prohibit,  or request that the
          L/C Issuer refrain from,  the issuance of letters of credit  generally
          or such Letter of Credit in  particular  or shall  impose upon the L/C
          Issuer with respect to such Letter of Credit any restriction,  reserve
          or capital  requirement  (for  which the L/C  Issuer is not  otherwise
          compensated  hereunder)  not in effect on the Closing  Date,  or shall
          impose  upon the L/C Issuer  any  unreimbursed  loss,  cost or expense
          which was not  applicable on the Closing Date and which the L/C Issuer
          in good faith deems material to it;

                        (ii) the issuance of such Letter of Credit would violate
          one or more policies of the L/C Issuer;

                        (iii) except as otherwise agreed by the  Agent  and  the
          L/C Issuer,  such Letter of Credit is in an initial stated amount less
          than $50,000;

                        (iv)  such  Letter of  Credit  is to be denominated in a
          currency other than Dollars or Euros;

                        (v)   such Letter of  Credit contains any provisions for
          automatic  reinstatement  of  the  stated  amount  after  any  drawing
          thereunder; or

                        (vi)   a  default  of any  Lender's  obligations to fund
          exists or any Lender is at such time a  Defaulting  Lender  hereunder,
          unless the L/C Issuer has entered into satisfactory  arrangements with
          the  Borrower or such Lender to eliminate  the L/C Issuer's  risk with
          respect to such Lender.

                                      -4-
<PAGE>

                (d)   The L/C Issuer shall not amend any Letter of Credit if the
L/C Issuer would not be permitted at such time to issue such Letter of Credit in
its amended form under the terms hereof.

                (e)   The L/C Issuer shall be under no obligation  to  amend any
Letter of Credit if (A) the L/C Issuer would have no  obligation at such time to
issue such Letter of Credit in its amended form under the terms  hereof,  or (B)
the beneficiary of such Letter of Credit does not accept the proposed  amendment
to such Letter of Credit.

                (f)   The L/C Issuer shall act  on  behalf  of  the Lenders with
respect  to any  Letters  of Credit  issued by it and the  documents  associated
therewith,  and the L/C Issuer shall have all of the benefits and immunities (A)
provided to the Agent in Article 12 with  respect to any acts taken or omissions
suffered by the L/C Issuer in connection  with Letters of Credit issued by it or
proposed to be issued by it and Issuer  Documents  pertaining to such Letters of
Credit as fully as if the term  "Agent" as used in Article 12  included  the L/C
Issuer with respect to such acts or omissions,  and (B) as additionally provided
herein with respect to the L/C Issuer.

        3.2 Procedures for Issuance and Amendment of Letters of Credit. (a) Each
Letter  of  Credit  shall be issued  or  amended,  as the case may be,  upon the
request of a Borrower  delivered to the L/C Issuer (with a copy to the Agent) in
the form of a Letter of Credit Application,  appropriately  completed and signed
by a responsible  officer of such  Borrower.  Such Letter of Credit  Application
must be  received  by the L/C  Issuer  and the Agent not later  than  11:00 a.m,
Kansas City,  Missouri  time. at least two Business Days (or such later date and
time as the Agent and the L/C Issuer may agree in a particular instance in their
sole discretion)  prior to the proposed  issuance date or date of amendment,  as
the case may be. In the case of a request for an initial issuance of a Letter of
Credit,  such  Letter of Credit  Application  shall  specify  in form and detail
satisfactory to the L/C Issuer:  (A) the proposed issuance date of the requested
Letter of Credit (which shall be a Business  Day); (B) the amount  thereof;  (C)
the expiry date thereof;  (D) the name and address of the  beneficiary  thereof;
(E) the  documents to be presented  by such  beneficiary  in case of any drawing
thereunder;  (F)  the  full  text of any  certificate  to be  presented  by such
beneficiary in case of any drawing thereunder; and (G) such other matters as the
L/C  Issuer  may  require.  In the case of a  request  for an  amendment  of any
outstanding Letter of Credit, such Letter of Credit Application shall specify in
form and  detail  satisfactory  to the L/C Issuer (A) the Letter of Credit to be
amended;  (B) the proposed date of amendment  thereof (which shall be a Business
Day);  (C) the nature of the proposed  amendment;  and (D) such other matters as
the L/C Issuer may require.  Additionally, the requesting Borrower shall furnish
to the L/C Issuer and the Agent such other documents and information  pertaining
to such requested  Letter of Credit issuance or amendment,  including any Issuer
Documents, as the L/C Issuer or the Agent may require.

                (b) Promptly after receipt  of any Letter of Credit Application,
the L/C Issuer will confirm with the Agent (by telephone or in writing) that the
Agent  has  received  a copy of such  Letter  of  Credit  Application  from  the
requesting  Borrower  and, if not,  the L/C Issuer will provide the Agent with a
copy thereof. Unless the L/C Issuer has received written notice from any Lender,
the Agent or any Loan Party,  at least one

                                      -5-
<PAGE>

Business  Day  prior to the  requested  date of  issuance  or  amendment  of the
applicable Letter of Credit, that one or more applicable conditions contained in
Article 6 shall not then be satisfied, then, subject to the terms and conditions
hereof,  the L/C Issuer shall, on the requested  date,  issue a Letter of Credit
for the account of the  requesting  Borrower (or the  applicable  Subsidiary) or
enter  into  the  applicable  amendment,  as the case  may be,  in each  case in
accordance  with  the L/C  Issuer's  usual  and  customary  business  practices.
Immediately  upon the  issuance of each Letter of Credit,  each Lender  shall be
deemed to, and hereby irrevocably and  unconditionally  agrees to, purchase from
the L/C Issuer a risk  participation in such Letter of Credit in an amount equal
to the product of such  Lender's  Pro Rata Share times the amount of such Letter
of Credit.

                (c) Promptly after its delivery  of any Letter  of Credit or any
amendment to a Letter of Credit to an advising  bank with respect  thereto or to
the  beneficiary  thereof,  the L/C Issuer will also  deliver to the  requesting
Borrower  and the  Agent a true and  complete  copy of such  Letter of Credit or
amendment.

        3.3    Drawings and Reimbursements; Funding of Participations. (a)  Upon
receipt from the  beneficiary of any Letter of Credit of any notice of a drawing
under such Letter of Credit,  the L/C Issuer shall notify the  Borrowers and the
Agent thereof. Not later than 11:00 a.m., Kansas City, Missouri time on the date
of any payment by the L/C Issuer  under a Letter of Credit  (each such date,  an
"Honor Date"), the Borrowers shall reimburse the L/C Issuer through the Agent in
an amount  equal to the  amount of such  drawing.  If the  Borrowers  fail to so
reimburse  the L/C Issuer by such time,  the Agent  shall  promptly  notify each
Lender  of  the  Honor  Date,  the  amount  of  the  unreimbursed  drawing  (the
"Unreimbursed  Amount"), and the amount of such Lender's Pro Rata Share thereof.
In such event, the Borrowers shall be deemed to have requested a Prime Rate Loan
to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount,
without  regard  to the  minimum  and  multiples  specified  in  herein  for the
principal  amount  of  Prime  Rate  Loans,  but  subject  to the  amount  of the
unutilized portion of the aggregate  Commitments and the conditions set forth in
Article 6 (other than the delivery of a Loan  Request).  Any notice given by the
L/C  Issuer  or the  Agent  pursuant  to this  Section  3.3(a)  may be  given by
telephone if immediately confirmed in writing; provided that the lack of such an
immediate  confirmation shall not affect the conclusiveness or binding effect of
such notice.

                (b) Each Lender shall upon any notice pursuant to Section 3.3(a)
make  funds  available  to the Agent for the  account  of the L/C  Issuer at the
Agent's  principal  office  in an  amount  equal  to its Pro  Rata  Share of the
Unreimbursed  Amount not later than 1:00 p.m., Kansas City, Missouri time on the
Business Day  specified in such notice by the Agent,  whereupon,  subject to the
provisions of Section 3.3(c), each Lender that so makes funds available shall be
deemed to have made a Prime Rate Loan to the Borrower in such amount.  The Agent
shall remit the funds so received to the L/C Issuer.

                (c) With respect to any Unreimbursed  Amount that is not   fully
refinanced by a borrowing of Base Rate Loans because the conditions set forth in
Article 6 cannot be satisfied or for any other reason,  the  Borrowers  shall be
deemed to

                                      -6-
<PAGE>

have  incurred  from  the L/C  Issuer  an L/C  Borrowing  in the  amount  of the
Unreimbursed Amount that is not so refinanced,  which L/C Borrowing shall be due
and payable on demand  (together  with  interest) and shall bear interest at the
Default Rate. In such event,  each Lender's payment to the Agent for the account
of the L/C Issuer  pursuant to Section 3.3(b) shall be deemed payment in respect
of its  participation  in such L/C Borrowing and shall constitute an L/C Advance
from such Lender in  satisfaction  of its  participation  obligation  under this
Section 3.3.

                (d) Until each Lender  funds its Loan or L/C Advance pursuant to
this  Section  3.3 to  reimburse  the L/C Issuer for any amount  drawn under any
Letter of Credit,  interest in respect of such  Lender's  Pro Rata Share of such
amount shall be solely for the account of the L/C Issuer.

                (e) Each Lender's obligation to make  Loans or  L/C Advances  to
reimburse  the L/C  Issuer  for  amounts  drawn  under  Letters  of  Credit,  as
contemplated by this Section 3.3, shall be absolute and  unconditional and shall
not be affected by any  circumstance,  including  (i) any setoff,  counterclaim,
recoupment,  defense or other right  which such Lender may have  against the L/C
Issuer,  the  Borrower or any other Person for any reason  whatsoever;  (ii) the
occurrence or continuance of a Default, or (iii) any other occurrence,  event or
condition,  whether or not similar to any of the foregoing;  provided,  however,
that each  Lender's  obligation  to make Loans  pursuant to this  Section 3.3 is
subject to the  conditions  set forth in Article 6 (other  than  delivery by the
Borrower of a Loan  Request).  No such making of an L/C Advance shall relieve or
otherwise impair the obligation of the Borrowers to reimburse the L/C Issuer for
the amount of any  payment  made by the L/C  Issuer  under any Letter of Credit,
together with interest as provided herein.

                (f) If any Lender fails  to make available  to the Agent for the
account of the L/C Issuer any amount required to be paid by such Lender pursuant
to the foregoing provisions of this Section 3.3 by the time specified in Section
3.3(b),  the L/C Issuer  shall be entitled to recover  from such Lender  (acting
through the Agent), on demand,  such amount with interest thereon for the period
from the date such  payment is  required  to the date on which  such  payment is
immediately available to the L/C Issuer at a rate per annum equal to the greater
of the Federal Funds Rate and a rate  determined by the L/C Issuer in accordance
with banking industry rules on interbank compensation.  A certificate of the L/C
Issuer  submitted to any Lender  (through the Agent) with respect to any amounts
owing under this clause (f) shall be conclusive absent manifest error.

        3.4 Repayment of Participations.  (a)  At any time  after the L/C Issuer
has made a payment  under any Letter of Credit and has received  from any Lender
such Lender's L/C Advance in respect of such payment in accordance  with Section
3.3,  if the Agent  receives  for the  account of the L/C Issuer any  payment in
respect of the related Unreimbursed Amount or interest thereon (whether directly
from a Borrower or  otherwise,  including  proceeds of Cash  Collateral  applied
thereto by the  Agent),  the Agent will  distribute  to such Lender its Pro Rata
Share thereof  (appropriately  adjusted,  in the case of interest  payments,  to
reflect  the  period  of  time  during  which  such  Lender's  L/C  Advance  was
outstanding) in the same funds as those received by the Agent.

                                      -7-
<PAGE>

                (b) If any payment received by the Agent for the  account of the
L/C Issuer  pursuant to Section  3.3(a) is  required  to be  returned  under any
circumstances  (including  pursuant to any  settlement  entered  into by the L/C
Issuer in its discretion), each Lender shall pay to the Agent for the account of
the L/C Issuer its Pro Rata Share thereof on demand of the Agent,  plus interest
thereon from the date of such demand to the date such amount is returned by such
Lender, at a rate per annum equal to the Federal Funds Rate from time to time in
effect.  The  obligations  of the Lenders  under this clause  shall  survive the
payment in full of the Obligations and the termination of this Agreement.

        3.5 Obligations Absolute.  The obligation of the  Borrowers to reimburse
the L/C Issuer for each  drawing  under each  Letter of Credit and to repay each
L/C Borrowing shall be absolute,  unconditional  and  irrevocable,  and shall be
paid  strictly  in  accordance  with  the  terms  of this  Agreement  under  all
circumstances, including the following:

                (a) any lack of  validity  or enforceability  of such  Letter of
Credit, this Agreement, or any other Loan Document;

                (b) the existence of any claim, counterclaim, setoff, defense or
other right that the  Borrowers or any  Subsidiary  may have at any time against
any  beneficiary  or any  transferee of such Letter of Credit (or any Person for
whom any such beneficiary or any such transferee may be acting),  the L/C Issuer
or any other Person, whether in connection with this Agreement, the transactions
contemplated  hereby or by such Letter of Credit or any  agreement or instrument
relating thereto, or any unrelated transaction;

                (c) any draft, demand, certificate or  other document  presented
under  such  Letter of Credit  proving  to be  forged,  fraudulent,  invalid  or
insufficient in any respect or any statement  therein being untrue or inaccurate
in any  respect;  or any loss or delay in the  transmission  or otherwise of any
document required in order to make a drawing under such Letter of Credit;

                (d)    any payment by the L/C Issuer under such Letter of Credit
against  presentation  of a draft or certificate  that does not strictly  comply
with the terms of such Letter of Credit;  or any payment  made by the L/C Issuer
under  such  Letter of  Credit  to any  Person  purporting  to be a  trustee  in
bankruptcy,  debtor-in-possession,   assignee  for  the  benefit  of  creditors,
liquidator,  receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit,  including any arising in connection
with any proceeding under any Debtor Relief Law; or

                (e) any other circumstance or happening whatsoever,  whether  or
not similar to any of the foregoing, including any other circumstance that might
otherwise  constitute a defense available to, or a discharge of, the Borrower or
any Subsidiary.

The requesting  Borrower shall promptly  examine a copy of each Letter of Credit
and each  amendment  thereto  that is  delivered  to it and, in the event of any
claim of  noncompliance  with the requesting  Borrower's  instructions  or other
irregularity,  the requesting  Borrower will immediately  notify the L/C Issuer.
The Borrowers shall be

                                      -8-
<PAGE>

conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

        3.6 Role of L/C Issuer.   Each  Lender  and the  Borrower agree that, in
paying any drawing  under a Letter of Credit,  the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft,  certificates
and  documents  expressly  required by the Letter of Credit) or to  ascertain or
inquire as to the validity or accuracy of any such  document or the authority of
the Person  executing or delivering any such  document.  None of the L/C Issuer,
the Agent, any of their respective Affiliates,  directors,  officers, employees,
advisers and agents  (collectively the "Related Parties") nor any correspondent,
participant  or assignee of the L/C Issuer shall be liable to any Lender for (i)
any action  taken or omitted in  connection  herewith at the request or with the
approval of the Lenders or the Required Lenders, as applicable;  (ii) any action
taken or omitted in the absence of gross  negligence or willful  misconduct;  or
(iii)  the due  execution,  effectiveness,  validity  or  enforceability  of any
document or instrument  related to any Letter of Credit or Issuer Document.  The
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or
transferee with respect to its use of any Letter of Credit;  provided,  however,
that this assumption is not intended to, and shall not,  preclude the Borrower's
pursuing  such rights and  remedies as it may have  against the  beneficiary  or
transferee  at law or under any other  agreement.  None of the L/C  Issuer,  the
Agent,  any  of  their  respective   Related  Parties  nor  any   correspondent,
participant or assignee of the L/C Issuer shall be liable or responsible for any
of the matters  described in clauses (i) through (v) of Section  3.5;  provided,
however,  that  anything in such  clauses to the contrary  notwithstanding,  the
Borrowers  may have a claim  against the L/C  Issuer,  and the L/C Issuer may be
liable to the Borrowers,  to the extent,  but only to the extent, of any direct,
as opposed to  consequential  or  exemplary,  damages  suffered by the Borrowers
which the Borrowers prove were caused by the L/C Issuer's willful  misconduct or
gross  negligence or the L/C Issuer's willful failure to pay under any Letter of
Credit  after the  presentation  to it by the  beneficiary  of a sight draft and
certificate(s)  strictly  complying with the terms and conditions of a Letter of
Credit.  In furtherance  and not in limitation of the foregoing,  the L/C Issuer
may  accept  documents  that  appear  on  their  face  to be in  order,  without
responsibility   for  further   investigation,   regardless  of  any  notice  or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity  or  sufficiency  of  any  instrument   transferring  or  assigning  or
purporting  to  transfer  or assign a Letter of Credit or the rights or benefits
thereunder  or  proceeds  thereof,  in whole or in part,  which  may prove to be
invalid or ineffective for any reason.

        3.7   Cash Collateral.   Upon the  request of the Agent,  (i) if the L/C
Issuer has  honored  any full or  partial  drawing  request  under any Letter of
Credit and such drawing has resulted in an L/C Borrowing,  or (ii) if, as of the
Letter of Credit  Expiration  Date,  any L/C  Obligation  for any reason remains
outstanding,  the Borrower shall, in each case,  immediately Cash  Collateralize
the then aggregate  outstanding  amount of all L/C Obligations.  For purposes of
this Section 3.3, "Cash  Collateralize" shall mean to pledge and deposit with or
deliver to the Agent,  for the  benefit  of the L/C Issuer and the  Lenders,  as
collateral for the L/C  Obligations,  cash or deposit  account  balances  ("Cash
Collateral") pursuant to documentation in form and substance satisfactory to the
Agent  and the L/C  Issuer  (which  documents  are  hereby  consented  to by the
Lenders).

                                      -9-
<PAGE>

Derivatives of such term have corresponding meanings. The Borrowers hereby grant
to the Agent,  for the  benefit of the L/C  Issuer and the  Lenders,  a security
interest in all such cash,  deposit  accounts and all  balances  therein and all
proceeds of the  foregoing.  Cash  Collateral  shall be  maintained  in blocked,
non-interest bearing Cash Collateral Account at Bank of America.

        3.8  Applicability of ISP. Unless otherwise  expressly agreed by the L/C
Issuer and the requesting  Borrower when a Letter of Credit is issued (including
any such agreement applicable to an Existing Letter of Credit), the rules of the
ISP shall apply to each standby Letter of Credit.

        3.9  Letter of Credit Fees.  The Borrower shall pay to the Agent for the
account of each Lender fees with respect to the Letters of Credit in  accordance
with the terms and  conditions  of the Fee Letter (the "Letter of Credit  Fee").
Letter of Credit Fees shall be (i) computed on a quarterly  basis in arrears and
(ii) due and  payable  on the first  Business  Day after the end of each  fiscal
quarter  of the  Borrower  Agent,  commencing  with the first such date to occur
after the issuance of such Letter of Credit,  on the Letter of Credit Expiration
Date  and  thereafter  on  demand.  Notwithstanding  anything  to  the  contrary
contained herein,  upon the request of the Required Lenders,  while any Event of
Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

        3.10    Conflict with Issuer Documents.  In  the  event  of any conflict
between the terms hereof and the terms of any Issuer Document,  the terms hereof
shall control.

        3.11  Letters of Credit Issued for Subsidiaries.  Notwithstanding that a
Letter  of  Credit  issued  or  outstanding  hereunder  is  in  support  of  any
obligations  of, or is for the account of, a Subsidiary,  the Borrowers shall be
obligated to reimburse the L/C Issuer  hereunder for any and all drawings  under
such Letter of Credit.  The Borrowers  hereby  acknowledge  that the issuance of
Letters of Credit for the account of  Subsidiaries  inures to the benefit of the
Borrowers,  and that the Borrowers' business derives  substantial  benefits from
the businesses of such Subsidiaries.

        3.12 Letter of Credit Amounts.  Unless  otherwise specified herein,  the
amount of a Letter of Credit at any time shall be deemed to be the stated amount
of such Letter of Credit in effect at such time;  provided,  however,  that with
respect  to any Letter of Credit  that,  by its terms or the terms of any Issuer
Document  related thereto,  provides for one or more automatic  increases in the
stated amount thereof, the amount of such Letter of Credit shall be deemed to be
the maximum  stated  amount of such Letter of Credit after giving  effect to all
such  increases,  whether or not such maximum stated amount is in effect at such
time.

                                    ARTICLE 4
                        DISBURSEMENTS; INTEREST; PAYMENTS

        4.1   Types of Loans.  The Loans  made  on  each  Disbursement Date may,
subject to the terms and  conditions of this  Agreement,  be Prime Rate Loans or
LIBOR Rate Loans (each being  referred to as a "type" of Loan) as  specified  in
the applicable  Loan Request given by a Borrower or the Borrower Agent on behalf
of a Borrower in  accordance  with  Section 4.8 hereof,  and the  Borrowers  may
convert Loans of one type

                                      -10-
<PAGE>

into Loans of the other type or continue  Loans of one type as Loans of the same
type,  at any time or from time to time by a Loan  Request  given in  accordance
with  Section 4.8 hereof,  provided  that if any LIBOR Rate Loan is converted on
any day  other  than the last day of the  Interest  Period  for such  Loan,  the
Borrowers  shall pay all  applicable  fees and amounts  described in Section 5.2
below.

        4.2     Loan Disbursement Procedures.

                (a)   Loans shall  be disbursed by the Agent upon request by any
Borrower or  Borrower  Agent on behalf of any  Borrower  from time to time on or
after the Closing  Date,  in such amounts as provided in Section 4.7 below or as
provided  in Section  3.1  above,  subject to the  limitations  on the  Lenders'
obligations  to make  Loans as set forth in Section  2.1  above.  Subject to the
terms of this Agreement, the Borrowers may borrow, repay and re-borrow Revolving
Loans at any time prior to the Revolving Credit Termination Date.

                (b) Each Loan Request shall be delivered to the Agent in writing
or by telex or  facsimile  transmission  in the manner  provided in Section 13.1
hereof,  or as otherwise  agreed by the Agent, in the manner and within the time
periods set forth in Section  4.8. The Agent may rely and act upon any such Loan
Request which is received from the Borrower  Agent or any other person  believed
by the Agent in good faith to be  authorized  to make such  request on behalf of
any  Borrower.  The Agent  shall  record in its  records  all Loans  made by the
Lenders to any Borrower  pursuant to this Agreement and all payments made on the
Loans.

        4.3     Interest.

                (a)   The  Borrowers shall  pay  to  the Agent  for the Pro Rata
benefit of the Lenders interest on the unpaid principal amount of each Revolving
Loan at the following rates per annum:

                        (i)   Floating Rate Option. During any period while such
               Loan is a Prime  Rate  Loan,  a per annum rate equal to the Prime
               Rate  (as in  effect  from  time to time)  plus one half  percent
               (0.50%).  The rate of  interest  applicable  to Prime  Rate Loans
               shall change as and when the Prime Rate changes.

                        (ii)  Fixed Rate Option.  The  Borrowers  may  elect, in
               accordance with Section 4.8 hereof,  to have a specified  portion
               of the Revolving  Loan bear interest from time to time at a fixed
               rate  per  annum  equal  to the  LIBOR  Rate  for the  applicable
               Interest  Period  plus the  Applicable  Margin  in  effect on the
               Disbursement  Date,  the  date  of  conversion  or  the  date  of
               continuation,  as  applicable,  as  adjusted  as provided in this
               Agreement.

                        (iii) Applicable Margin. The "Applicable Margin" will be
               three  percent  (3.0%) for Libor Rate Loans from the date of this
               Agreement

                                      -11-
<PAGE>

               to and including the six month  anniversary  of the  Availability
               Date. Thereafter,  the "Applicable Margin" will be calculated and
               adjusted, as shown below, on the first day of the month following
               the   receipt   by  the  Agent  of  each   quarterly   Compliance
               Certificate;  any  change  in the  "Applicable  Margin"  shall be
               effective  with respect to any  Revolving  Loans on or after each
               such date.  The  interest  rate  (other than  adjustments  to the
               Applicable  Margin as provided  herein) with respect to any LIBOR
               Rate Loan shall not change  during any  Interest  Period.  On and
               after the six month  anniversary  of the  Availability  Date, the
               "Applicable Margin" will be as follows:

                                                        The Applicable
            If the Euronet Entities' Consolidated      Margin for Libor
                Funded Debt / EBITDA Ratio is        Rate Loans shall be

           greater than 1.50:1.00                           3.00%
           less than or equal to 1.50:1.00, but             2.75%
           greater than 1.25:1.00
           less than or equal to 1.25:1.00, but             2.50%
           greater than 1.00:1.00
           less than or equal to 1.00 to 1.00               2.25%

                (b) Notwithstanding  the provisions of Section 4.3(a) above, the
Borrowers  shall pay interest at the Default  Rate on any  principal of any Loan
and on any interest or other amount payable by the Borrowers  hereunder or under
the Revolving  Notes (i) that is not paid in full when due (whether at maturity,
by  acceleration or otherwise),  for the period  commencing on and including the
due date  thereof  until the same is paid in full and (ii) upon and  during  the
continuance  of any failure to comply with or violation of any of the  financial
covenants  set forth in  Article 9 of this  Agreement  as shown on and as of the
last day of a fiscal quarter as reflected on any Compliance Certificate.

                (c) Accrued interest on each Loan shall  be  payable (i) in  the
case of a Prime Rate Loan, on the last day of each calendar quarter, and (ii) in
the case of a LIBOR Rate Loan, on the last day of each Interest Period therefor;
provided  that  interest  payable at the Default  Rate shall be payable,  to the
extent applicable, from time to time on demand of the Agent.

                (d) The Agent shall, as part  of its interest statements, notify
the Borrower  Agent of any change in the Prime Rate or the LIBOR Rates in effect
and shall, on the request of the Borrower Agent at any time, notify the Borrower
Agent of the LIBOR Rates then in effect.

                (e) In the event that a Borrower or the Borrower Agent on behalf
of the  Borrowers  fails  to  select  the  type of Loan or the  duration  of any
Interest  Period for any LIBOR Rate Loan within the time period and otherwise as
provided in Section 4.8, such Loan (if outstanding as a LIBOR Rate Loan) will be
automatically  converted  into a Prime  Rate  Loan on the  last  day of the then
current Interest Period for such Loan or (if

                                      -12-
<PAGE>

outstanding  as a Prime Rate  Loan) will  remain as, or will be made as, a Prime
Rate Loan.

                (f)  The  amount  of all interest  and  fees  hereunder shall be
computed for the actual number of days elapsed on the basis of a year consisting
of three  hundred  sixty (360) days.  Interest on any Loan shall be computed for
the period  commencing  on and  including the date of such Loan to but excluding
the date such Loan is paid in full; provided,  however, that if a Loan is repaid
on the same day on which it is made,  such day shall be  included  in  computing
interest on such Loan.

        4.4  Optional and Mandatory Payments. The Borrowers shall have the right
to prepay the Loans in whole or in part at any time  without  premium or penalty
(except as otherwise  provided in the Fee  Letter),  subject to giving the Agent
prior notice in accordance  with the provisions of Section 4.8 hereof,  provided
that (i) each such partial prepayment shall be in the aggregate principal amount
of not less than One Hundred Thousand  Dollars  ($100,000) with respect to Prime
Rate Loan and Five Hundred Thousand  Dollars  ($500,000) with respect to a LIBOR
Rate Loan,  and (ii) if any  prepayment  of a LIBOR Rate Loan is made on any day
other than the last day of the Interest Period therefor,  it may be prepaid only
upon three (3) Business Days prior notice to Agent and the  Borrowers  shall pay
to the Agent any applicable fees and amounts  described in Section 5.2(a) below.
Amounts  prepaid in respect of Loans under this  Section 4.4 may be  re-borrowed
subject to the terms and conditions  hereof.  The Borrowers shall make mandatory
principal  payments on the Loans as  provided in Section  2.1(b) and Section 2.2
above.

        4.5 Payments. (a)  Except  as otherwise provided  herein and  subject to
Section 4.8 below, all payments of principal,  interest,  Fees, taxes,  charges,
expenses  and other  items  payable  by the  Borrowers  hereunder  and under the
Revolving Notes shall be made in U.S.  dollars and shall be credited on the date
of receipt by the Agent for the Pro Rata  benefit of the  Lenders if received by
the Agent at its principal office in immediately  available funds, prior to 1:00
p.m.,  (Kansas City,  Missouri) time, on a Business Day.  Payments made in funds
which are not  immediately  available  shall be credited only when the funds are
collected  by the Agent,  and  payments  received  (whether  from a Borrower  in
immediately  available  funds or through the  collection of funds which were not
immediately available at the time payment was tendered by a Borrower) after 1:00
p.m.,  Kansas  City time will be credited on the next  Business  Day.  The Agent
reserves  the right to apply all  payments  received  by it from a Borrower  and
designated or authorized to be applied to the Revolving  Notes first to any Fees
and other charges then due to the Agent or the Lenders, then to accrued interest
on such  Revolving  Notes for the benefit of the Lenders on a Pro Rata basis and
then to  reduction  of the  principal  balance of such  Revolving  Notes for the
benefit of the  Lenders  on a Pro Rata basis , or such other  order as the Agent
may  determine  in its sole  discretion.  The  Agent  shall  also  record in its
records, in accordance with customary accounting practice,  all interest,  Fees,
taxes,  charges,  expenses and other items properly  chargeable to the Borrowers
with respect to the Loans, all payments received by the Agent for application to
the  Obligations,  and all other  appropriate  debits and  credits.  The Agent's
records  shall  constitute  prima facie  evidence  of the amount of  Obligations
outstanding  from time to time.  All  payments

                                      -13-
<PAGE>

received  by the Agent shall be  distributed  by Agent in  accordance  with this
Section  4.5,  subject to the rights of offset that Agent may have as to amounts
otherwise to be remitted to a  particular  Lender by reason of amounts due Agent
from such Lender under any of the Loan Documents.

                (b)    (i)   Each Obligor shall make all payments by it required
hereunder or under any other Loan Document  without any Tax Deduction,  unless a
Tax Deduction is required by law.

                       (ii)  The Borrower Agent shall promptly, upon any Obligor
               becoming aware that an Obligor has had or will have to make a Tax
               Deduction (or that there has been or will be a change in the rate
               at which or the basis on which any Tax Deduction has to be made),
               notify the Agent  accordingly.  Similarly,  a Lender shall notify
               the Agent upon becoming so aware in respect of a payment  payable
               to that Lender.  If the Agent receives such a notification from a
               Lender it shall  notify  the  Borrower  Agent and the  applicable
               Obligor.

                        (iii) If a Tax Deduction is  required by  law to be made
               by an Obligor,  the amount of the payment in respect of which the
               Tax  Deduction  is required to be made shall be  increased to the
               amount which (after the Tax Deduction) will leave an amount equal
               to the payment  which would have been due if no Tax Deduction had
               been required.  Provided, however, that such Obligor shall not be
               required to gross up payments to an Agent or Lenders domiciled or
               resident in a country other than the United States.

                (c)   Status of Lenders. Any Foreign Lender that is entitled  to
an  exemption  from  or  reduction  of  withholding  tax  under  the  law of the
jurisdiction  in which the Borrowers  are  residents  for tax  purposes,  or any
treaty to which such jurisdiction is a party, with respect to payments hereunder
or under any other Loan  Document  shall  deliver to the Borrower  Agent (with a
copy to the  Agent),  at the  time or  times  prescribed  by  applicable  law or
reasonably requested by the Borrower Agent or the Agent, such properly completed
and executed  documentation  prescribed  by  applicable  law as will permit such
payments to be made without withholding or at a reduced rate of withholding.  In
addition,  any Lender,  if requested by the Borrower  Agent or the Agent,  shall
deliver such other  documentation  prescribed  by  applicable  law or reasonably
requested by the Borrower Agent or the Agent as will enable the Borrowers or the
Agent to determine  whether or not such Lender is subject to backup  withholding
or information reporting requirements.

     Without  limiting the  generality of the  foregoing,  in the event that the
Borrowers are resident for tax purposes in the United States, any Foreign Lender
shall  deliver to the  Borrower and the Agent (in such number of copies as shall
be  requested  by the  recipient)  on or prior to the date on which such Foreign
Lender becomes a Lender under this  Agreement (and from time to time  thereafter
upon the request of the Borrower or the

                                      -14-
<PAGE>

Agent, but only if such Foreign Lender is legally entitled to do so),  whichever
of the following is applicable:

     (i)  duly completed copies of Internal Revenue Service Form W-8BEN claiming
          eligibility  for  benefits of an income tax treaty to which the United
          States is a party,

     (ii) duly completed copies of Internal Revenue Service Form W-8ECI,

     (iii) in the  case  of a  Foreign  Lender  claiming  the  benefits  of  the
          exemption for portfolio interest under section 881(c) of the Code, (x)
          a  certificate  to the effect  that such  Foreign  Lender is not (A) a
          "bank" within the meaning of section  881(c)(3)(A)  of the Code, (B) a
          "10 percent shareholder" of the Borrower within the meaning of section
          881(c)(3)(B)  of the Code, or (C) a "controlled  foreign  corporation"
          described in section  881(c)(3)(C)  of the Code and (y) duly completed
          copies of Internal Revenue Service Form W-8BEN, or

     (iv) any other form  prescribed by  applicable  law as a basis for claiming
          exemption from or a reduction in United States Federal withholding tax
          duly completed together with such  supplementary  documentation as may
          be  prescribed  by  applicable  law to permit  the  Borrower  Agent to
          determine the withholding or deduction required to be made.

        4.6   Direct Debit and Pre-Billing.

                (a)   Each Borrower agrees that Agent will debit deposit account
number  004162550601 or such other of the Borrowers'  accounts with the Agent as
designated  in writing  by a Borrower  or the  Borrower  Agent (the  "Designated
Account")  on the  date  each  payment  of  principal,  interest  and all  other
Obligations,  including the fees described in Section 5.1 and the fees,  amounts
and costs described in Section 5.2, become due (the "Due Date"). If the Due Date
is not a  Business  Day,  the  Designated  Account  will be  debited on the next
Business Day.

                (b)   Approximately ten  (10) days prior to each Due  Date, with
respect to LIBOR Rate Loans and one (1) day prior to each Due Date, with respect
to Prime Rate  Loans,  Agent will mail to the  Holding  Company  Borrower at the
notice  address set forth in Section  13.1 below a statement of the amounts that
will be due on that Due Date (the "Billed Amount"). The calculation will be made
on the  assumption  that no new  extensions  of credit or payments  will be made
between the date of the billing  statement  and the Due Date and that there will
be no changes in the applicable interest rate.

                (c)   Agent will debit  the Designated  Account for the   Billed
Amount,  regardless  of the  actual  amount  due on that Due Date (the  "Accrued
Amount").  If the Billed Amount debited to the Designated  Account  differs from
the Accrued Amount, the discrepancy will be treated as follows:

                                      -15-
<PAGE>

                        (i)   If  the  Billed  Amount  is  less than the Accrued
               Amount,  the  Billed  Amount for the  following  Due Date will be
               increased by the amount of the  discrepancy.  The Borrowers  will
               not be in  default  and an Event  of  Default  will not  occur by
               reason of any such discrepancy.

                        (ii)  If  the  Billed  Amount  is  more than the Accrued
               Amount,  the  Billed  Amount for the  following  Due Date will be
               decreased by the amount of the discrepancy.

     Regardless of any such discrepancy,  interest will continue to accrue based
on the actual amount of principal  outstanding without  compounding.  Agent will
not pay the Borrowers interest on any overpayment.

                (d) The Borrowers will maintain sufficient funds in  the  Desig-
nated  Account  to cover  each  debit.  If there are  insufficient  funds in the
Designated  Account  on the date  Agent  enters  any  debit  authorized  by this
Agreement, the debit will be reversed.

        4.7  Minimum Amounts.  Each borrowing or  conversion into any Prime Rate
Loan shall be in an amount of at least One Hundred Thousand  Dollars  ($100,000)
or a multiple of One Hundred Thousand Dollars ($100,000) in excess thereof,  and
each  borrowing,  conversion or continuation of a LIBOR Rate Loan shall be in an
amount of at least Five Hundred Thousand Dollars ($500,000) or a multiple of One
Hundred Thousand Dollars ($100,000) in excess thereof.

        4.8  Certain Requests and Notices.  (a)  The  Borrowers  or the Borrower
Agent on behalf of the Borrowers will request  borrowings and give notice to the
Agent of all  terminations  or  reductions  of the  Commitment  or  conversions,
continuations  and  prepayments  of  Loans  and  duration  of  Interest  Periods
substantially  in the form of Exhibits  4.8-A and 4.8-B  hereto,  as  applicable
(each a "Loan  Request").  Each such notice  shall be  irrevocable  and shall be
effective  only if received  by the Agent not later than 11:00 a.m.  Kansas City
time (i) on the  Business  Day  prior  to the  effective  date of the  requested
termination  or  reduction  of the  Commitment,  (ii) on the same day if it is a
notice of a borrowing  or  prepayment  of a Prime Rate Loan (except that if such
date is not a Business Day,  then on the next  Business  Day), or (ii) three (3)
Business  Days  prior  to  the  requested  effective  date  for a  borrowing  or
prepayment  of,  conversion  into or  continuation  of a LIBOR  Rate Loan or any
selection of an Interest Period for a LIBOR Rate Loan. Any such Loan Request for
a  borrowing  of,  conversion  into or  continuation  of a LIBOR Rate Loan shall
specify,  (i) the amount of principal  which shall comprise the LIBOR Rate Loan,
(ii) the date on which the rate is to become  effective,  and (iii) the Interest
Period for such  LIBOR Rate Loan.  For  purposes  of  calculating  the number of
Business Days, the date the notice is received shall be included if received not
later than 11:00 a.m. Kansas City time and excluded if received after 11:00 a.m.
Kansas City time.

                (b) Fundings by  Lenders. Subject to  its receipt of notice from
Agent of a Loan Request for a borrowing as provided in Section 4.8(a) (except in
the case of a deemed  request by a Borrower  for a  Revolving  Loan as  provided
herein,  in which event

                                      -16-
<PAGE>

no Notice of Borrowing  need be  submitted),  each Lender shall timely honor its
Revolving Credit  Commitment by funding its Pro Rata share of each Revolver Loan
that is properly  requested by such Borrower or the Borrowing Agent on behalf of
such  Borrower  and that  such  Borrower  is  entitled  to  receive  under  this
Agreement.  Agent  shall  endeavor  to notify  Lenders of each Loan  Request (or
deemed request for a Borrowing),  by 1:00 p.m.  Kansas City time on the proposed
funding date (in the case of Prime Rate Loans) or by 3:00 p.m.  Kansas City time
at least 2 Business Days before the proposed  funding date (in the case of LIBOR
Rate  Loans).  Each Lender  shall  deposit with Agent an amount equal to its Pro
Rata share of the Revolving Loan requested or deemed  requested by such Borrower
at Agent's  designated  bank in immediately  available funds not later than 2:00
p.m.  Kansas  City time on the date of funding of such  Revolving  Loan,  unless
Agent's  notice to the Lenders is received  after 1:00 p.m.  Kansas City time on
the proposed funding date of a Prime Rate Loan, in which event the Lenders shall
deposit with Agent their  respective Pro Rata shares of the requested  Revolving
Loan on or before 11:00 a.m. Kansas City time on the next Business Day.  Subject
to its receipt of such amounts  from the Lenders,  Agent shall make the proceeds
of the Revolving Loans received by it available to a Borrower by disbursing such
proceeds in accordance with such Borrower's disbursement  instructions set forth
in the  applicable  Loan  Request.  Neither  Agent nor any Lender shall have any
liability on account of any delay by any bank or other depository institution in
treating the proceeds of any Revolving  Loan as collected  funds or any delay in
receipt,  or any loss,  of funds that  constitute  a  Revolving  Loan,  the wire
transfer of which was initiated by Agent in accordance with wiring  instructions
provided to Agent.  Unless Agent shall have been notified in writing by a Lender
prior to the  proposed  time of  funding  that such  Lender  does not  intend to
deposit with Agent an amount equal such Lender's Pro Rata share of the requested
Revolving  Loan (or  deemed  request),  Agent may  assume  that such  Lender has
deposited  or  promptly  will  deposit its share with Agent and Agent may in its
discretion  disburse a  corresponding  amount to the Borrower on the  applicable
funding date. If a Lender's Pro Rata share of such Revolving Loan is not in fact
deposited  with  Agent,  then,  if Agent has  disbursed  to a Borrower an amount
corresponding to such share, then such Lender agrees to pay, and in addition the
Borrowers  agree to  repay,  to Agent  forthwith  on demand  such  corresponding
amount,  together with interest thereon,  for each day from the date such amount
is disbursed by Agent to or for the benefit of the Borrowers until the date such
amount  is paid or repaid to  Agent,  (a) in the case of the  Borrowers,  at the
interest  rate  applicable  to such  Revolving  Loan and (b) in the case of such
Lender,  at the  Federal  Funds  Rate.  If such  Lender  repays  to  Agent  such
corresponding  amount,  such amount so repaid shall constitute a Revolving Loan,
and if both such Lender and the Borrowers  shall have repaid such  corresponding
amount,  Agent shall promptly return to the Borrowers such corresponding  amount
in same day funds.  A notice from Agent  submitted to any Lender with respect to
amounts owing under this Section  4.8(b) shall be  conclusive,  absent  manifest
error.

        4.9  Borrower Agent.  Each Borrower  hereby  irrevocably  appoints   The
Holding Company  Borrower and The Holding  Company  Borrower agrees to act under
this  Agreement,  as the  agent and  representative  of  itself  and each  other
Borrower for all purposes  under this  Agreement  (in such  capacity,  "Borrower
Agent"),  including

                                      -17-
<PAGE>

requesting Revolving Loans,  selecting whether any Loan or portion thereof is to
bear interest as a Prime Rate Loan or a LIBOR Rate Loan,  and receiving  account
statements  and other notices and  communications  to Borrowers (or any of them)
from Agent. Agent may rely, and shall be fully protected in relying, on any Loan
Request, disbursement instructions, reports, information, or any other notice or
communication made or given by Borrower Agent, either in its own name, on behalf
of a  Borrower  or on  behalf  of  "the  Borrowers,"  and  Agent  shall  have no
obligation to make any inquiry or request any confirmation  from or on behalf of
any other  Borrower as to the binding  effect on such  Borrower of any such Loan
Request, instruction, report, information, or other notice or communication, nor
shall  the  joint  and  several  character  of  Borrowers'   liability  for  the
Obligations be affected, provided that the provisions of this Section 4.10 shall
not be construed so as to preclude  either a Borrower from  directly  requesting
Borrowings  or  taking  other  actions  permitted  to be taken  by "a  Borrower"
hereunder.  Agent may  maintain a single  loan  account in the name of  "Euronet
Worldwide,   Inc."  hereunder,  and  each  Borrower  expressly  agrees  to  such
arrangement and confirms that such arrangement shall have no effect on the joint
and several character of such Borrower's liability for the Obligations.

                                   ARTICLE 5
                                FEES; COLLATERAL

        5.1 Fees. The Borrower Agent shall  pay  to Agent  the fees set forth in
the Fee Letter executed by Agent and the Borrower Agent concurrently herewith.

        5.2   Additional LIBOR Rate Loan Costs.

                (a) The Borrowers shall pay to the Agent  for the benefit of the
Lenders from time to time,  upon  request of the Agent,  (i) such amounts as the
Agent may determine to be necessary to compensate  it for any  Additional  LIBOR
Rate Loan Costs respecting  Regulatory Changes and (ii) an administrative fee of
Three Hundred  Dollars ($300) plus such amounts as the Agent may determine to be
necessary  to  compensate  the Lenders for any loss,  cost or expense  which the
Lenders incur (including, without limitation, any loss, cost or expense incurred
by reason of the liquidation or re-employment of deposits, but excluding loss of
anticipated  profits)  that is  attributable  to (A) any payment,  prepayment or
conversion  of a LIBOR  Rate Loan made by a  Borrower  for any  reason on a date
other than the last day of an  Interest  Period for such Loan or (B) any failure
by a Borrower for any reason (including,  without limitation, the failure of any
condition specified in Article 6 hereof to be satisfied) to borrow,  continue or
convert a LIBOR Rate Loan on the date  therefor  specified  in the  request  for
borrowing or notice given pursuant to Section 4.8 hereof.  Such compensation may
include an amount  equal to the  excess,  if any,  of (i) the amount of interest
which would have accrued on the amount so prepaid, or not so borrowed, converted
or continued, for the period from the date of such prepayment or of such failure
to borrow, convert or continue to the last day of the applicable Interest Period
(or,  in the case of a failure to  borrow,  convert or  continue,  the  Interest
Period that would have  commenced  on the date of such  failure) in each case at
the applicable  rate of interest for such Loans provided for herein  (excluding,
however, the Applicable Margin included therein, if any) over (ii) the

                                      -18-
<PAGE>

amount of interest  (as  reasonably  determined  by the Agent)  which would have
accrued to the  Lenders on such  amount by placing  such amount on deposit for a
comparable  period with leading banks in the interbank  Eurodollar  market.  The
covenants  of the  Borrowers  set forth in this  Section  5.2 shall  survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable  hereunder.  The Agent will notify the Borrower Agent of any event which
will entitle the Agent or the Lenders to  compensation  pursuant to this Section
5.2 as  promptly  as  practicable  after the Agent  determines  to require  such
compensation  and will furnish the  Borrower  Agent with a  certificate  setting
forth in reasonable detail the basis and amount of such compensation.

                (b) Determinations by the Agent of  the effect of any Regulatory
Change (i) on its rate of return, (ii) on its cost of maintaining the LIBOR Rate
Loans,  (iii) on its  obligation  to make  LIBOR  Rate  Loans or (iv) on amounts
receivable  by it in respect of the LIBOR Rate Loans and  determinations  of the
amounts  required to compensate  the Agent or the Lenders under this Section 5.2
shall be conclusive,  provided that such determinations are made on a reasonable
basis and are set forth in reasonable detail in the certificates  referred to in
Section 5.2(a) above.

                (c)  Anything  herein to the  contrary  notwithstanding,  if  it
becomes  unlawful for the Agent or any Lender to honor its obligation to make or
maintain LIBOR Rate Loans hereunder or if, on or prior to the  determination  of
any  LIBOR  Rate  for  any  Interest  Period,   the  Agent   determines   (which
determination  shall be  conclusive)  that  quotations of interest rates for the
relevant  deposits  referred to in the  definition  of "LIBOR Rate" in Exhibit 1
hereto  are not being  provided  in the  relevant  amounts  or for the  relevant
maturities for purposes of  determining  rates of interest for LIBOR Rate Loans,
then the Agent shall give the Borrower Agent prompt notice thereof, and, so long
as such condition remains in effect, the Agent and the Lenders shall be under no
obligation to make additional  LIBOR Rate Loans, to continue LIBOR Rate Loans or
to convert Prime Rate Loans into LIBOR Rate Loans,  and the Borrowers  shall, on
the last day(s) of the then current Interest Period(s) for the outstanding LIBOR
Rate  Loans,  either  prepay  such Loans or  convert  such Loans into Prime Rate
Loans.

     5.3  Collateral.  The  Revolving  Notes and all other  Obligations  will be
secured as provided in the Pledge  Agreements.  All assets of each Borrower will
be subject to the negative pledge set forth in Section 10.10 below.

                                   ARTICLE 6
                           CONDITIONS TO MAKING LOANS

     The  Lenders'  obligation  hereunder to make the Loans,  extend  credit and
enter  into  transactions  referred  to in  Article  3 shall be  subject  to the
satisfaction of the following  conditions and, in the case of the conditions set
forth in Sections 6.4, 6.5, 6.7, 6.8 and 6.9, as of each  Disbursement  Date and
each date a Letter of Credit is issued, renewed or extended. On the Closing Date
the  Borrowers  shall have  satisfied  the  conditions  set forth in Section 6.1
through 6.10 and the  Lenders'  obligation  hereunder to make the Loans,  extend
credit and enter into transactions  referred to in Article 3 on the Closing Date
until the  Availability  Date  shall be  limited  to making  Loans in the amount
necessary  to pay the

                                      -19-
<PAGE>

principal amount of any "Loans"  outstanding under the Original Credit Agreement
on the Closing Date and extending  credit with respect to any undrawn  amount of
any "Letter of Credit"  outstanding  under the Original Credit  Agreement on the
Closing Date and the Borrowers shall use the proceeds of such Loans for the sole
purpose  pay such  "Loans" and extend  such  credit.  On the date upon which the
conditions   set  forth  in  Section  6.11  are   additionally   satisfied  (the
"Availability Date") the Borrowers shall be entitled to full availability of the
Loans and extensions of credit as provided  hereunder,  subject to the terms and
conditions hereof.

     6.1  Delivery of Loan  Documents.  Each  Borrower  shall have  executed and
delivered  to the Agent,  as  applicable,  this  Agreement,  the Notes,  the Fee
Letter,  the Pledge  Agreements to which any Borrower is a party (other than the
Pledge Agreement to be provided pursuant to Section 6.11(a)), all of which shall
be in  form  and  substance  satisfactory  to the  Agent  and  its  counsel.  In
connection with each Pledge Agreement the Agent shall additionally receive stock
or share  certificates in respect of all issued shares pledged  pursuant to such
Pledge  Agreements,  undated  stock  powers  executed  in blank  or other  stock
transfer forms in form and substance  satisfactory to the Agent, and a certified
copy of the  register of members or  directors of each Person the shares of whom
are being pledged  pursuant to the Pledge  Agreements.  The Euro Borrowers shall
have  executed and  delivered to Bank of America the Euro Credit  Agreement  and
have  satisfied  any other  conditions  required to be satisfied on the "Closing
Date" pursuant to the Euro Credit Agreement.

     6.2 Proper Proceedings;  Charter Documents.  Each Borrower shall have taken
all  corporate  proceedings  necessary to authorize  the Loan  Documents and the
transactions  contemplated  hereby.  Each Borrower  shall have  delivered to the
Agent  certificates,  dated the  Closing  Date and  signed  by their  respective
Secretaries,  satisfactory  to the Agent,  respecting  such  proceedings and the
incumbency of the officers  executing the Loan  Documents.  Each Borrower  shall
have  delivered  to the Agent  copies of its charter  documents,  including  all
amendments  thereto,  certified by the  appropriate  officer,  and copies of its
bylaws, including all amendments thereto, certified by the appropriate officer.

     6.3 Legal Opinion.  The Agent shall have received  opinions from counsel to
each Borrower,  dated as of the Closing Date, in form and substance satisfactory
to the Agent and its counsel.

     6.4 No Adverse Changes; Representations; No Default. Since the date hereof,
there shall have been no material  adverse  change in the business,  operations,
financial  condition  or  prospects  of the  Borrowers  taken  as a whole or the
Euronet Entities taken as a whole. The representations and warranties  contained
in Article 7 hereof with respect to the Borrowers (including entities becoming a
Borrower  pursuant to Section  13.2) shall be true and correct as though made on
and as of the Closing Date or such  Disbursement  Date or such date of issuance,
renewal or extension of a Letter of Credit,  as the case may be, except that the
representations  and  warranties  set forth in the  first  sentence  of  Section
7.4(b),  Section 7.7 and Section 7.8 (which relate to disclosure  Schedules 7.4,
10.1  and  7.8)  are  not  required  by  this  Section  6.4 to be made as of any

                                      -20-
<PAGE>

Disbursement  Date or date of  issuance,  renewal  or  extension  of a Letter of
Credit.  No Default or Event of Default shall have  occurred and be  continuing.
The Agent shall have received  certifications of the Holding Company Borrower in
form  satisfactory  to the Agent and dated the  Closing  Date or the date of the
request for borrowing or for issuing,  renewing or extending a Letter of Credit,
as applicable, certifying as to each matter set forth in this Section 6.4, which
certifications  may be included  in the Loan  Request  described  in Section 4.8
hereof.

     6.5  Notice of  Borrowing.  Agent  shall  have  received  the Loan  Request
described in Section 4.8 hereof.

     6.6 Existing Credit Facility.  After giving effect to the initial borrowing
on the Closing Date, all  "Obligations"  of the Borrowers  pursuant that certain
Credit  Agreement,   dated  as  of  February  23,  2004  (the  "Original  Credit
Agreement")  among the Borrowers  and Bank of America and the "Loan  Agreements"
(as  defined  therein)  shall  be  satisfied  in full  and the  Existing  Credit
Agreement will be terminated. "Obligations" that constitute the principal amount
of any "Loans"  outstanding  under the Original Credit  Agreement on the Closing
Date and  extensions of credit with respect to any undrawn amount of any "Letter
of Credit"  outstanding  under the Original Credit Agreement on the Closing Date
may be satisfied with the proceeds of Loans  hereunder.  Any other  Obligations,
including  any  obligations  to pay  outstanding  interest  and fees  under  the
Original Credit  Agreement,  shall be paid with monies from other sources as may
be available to the Borrowers.

     6.7 No  Material  Impairment.  The Agent  shall  have  determined  that the
prospect of payment of the Loans has not been materially impaired.  6.8 Required
Consents and  Approvals.  All  consents,  approvals  and  authorizations  of any
Governmental  Authority or any other Person  necessary  in  connection  with the
execution  and  performance  of the  Loan  Documents,  the  consummation  of the
transactions contemplated hereby or the making of the Loans hereunder shall have
been obtained and shall be in full force and effect.

     6.9  Legality.  The making of any Loan shall not  subject  the Agent or any
Lender to any  penalty or special  tax,  shall not be  prohibited  by any law or
governmental  order or  regulations  applicable  to the Agent,  any Lender or to
Borrower and shall not violate any  voluntary  credit  restraint  program of the
executive   branch  of  the  government  of  the  United  States  or  any  other
Governmental Authority, and all necessary consents, approvals and authorizations
of any Governmental Authority to or of such Loan shall have been obtained.

     6.10  General.  All  instruments  and legal and  corporate  proceedings  in
connection  with  the  transactions  contemplated  by this  Agreement  shall  be
satisfactory  in form and substance to the Agent and its counsel,  and the Agent
shall  have  received  copies  of all  other  documents,  including  records  of
corporate  proceedings  and  opinions  of  counsel,  which  the  Agent  may have
requested in  connection  therewith,  such  documents

                                      -21-
<PAGE>

where   appropriate  to  be  certified  by  proper   corporate  or  governmental
authorities,  and such other  conditions  shall have been  fulfilled as may have
been requested by the Agent.

     6.11 Conditions to Full Availability.

          (a) Pledge Agreements. The Agent shall have received the pledge agree-
ment,  share charge or similar  agreement by which the Holding Company  Borrower
pledges 65% of its interest in EFT Services  Holdings  B.V.. In connection  with
such  Pledge  Agreement  the Agent  shall  additionally  receive  stock or share
certificates  in respect of all issued  shares  pledged  pursuant to such Pledge
Agreement,  undated stock powers executed in blank or other stock transfer forms
in form and substance  satisfactory  to the Agent,  and a certified  copy of the
register  of members or  directors  of each  Person the shares of whom are being
pledged pursuant to the Pledge Agreement.

          (b)  Proper  Proceedings; Charter Documents. Each Obligor party to   a
Pledge  Agreement  delivered  pursuant to Section  6.11(a)  shall have taken all
corporate proceedings necessary to authorize the Pledge Agreements. Each of such
Obligors shall have delivered to the Agent certificates,  dated the Availability
Date and  signed by their  respective  Secretaries,  satisfactory  to the Agent,
respecting  such  proceedings  and the incumbency of the officers  executing the
Pledge  Agreements.  Each of such  Obligors  shall have  delivered  to the Agent
copies of its charter documents,  including all amendments thereto, certified by
the  appropriate  officer,  and  copies  of its  bylaws  or  similar  documents,
including all amendments thereto, certified by the appropriate officer.

          (c) Legal Opinion. The Agent shall have received opinions from counsel
to each  of such  Obligors,  dated  as of the  Availability  Date,  in form  and
substance satisfactory to the Agent and its counsel.

          (d) Bring Down  Conditions.  The conditions set forth in Sections 6.4,
6.7, 6.8 and 6.9 shall be satisfied as of the Availability Date.

          (e) Euro  Credit  Agreement.  The conditions set forth in Section 6.11
(other than Section 6.11(f)) of the Euro Credit Agreement shall be satisfied.

                                   ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

     Each Borrower  (except as  specifically  set forth herein)  represents  and
warrants to the Agent and the Lenders that:

     7.1 Corporate  Existence and Standing.  Each Borrower is a corporation duly
incorporated,  validly  existing  and in good  standing  under  the  laws of its
jurisdiction  of  incorporation  and  has  all  requisite  authority  to own its
property and to carry on its business in each jurisdiction  where the failure to
so qualify would have a material  adverse  effect on its  business,  properties,
assets,  operations  or condition  (financial  or  otherwise).  Holding  Company
Borrower  represents and warrants to the Agent and the Lenders that

                                      -22-
<PAGE>

each  Euronet  Entity is an entity duly  created,  validly  existing and in good
standing  under  the  laws  of its  jurisdiction  of  organization  and  has all
requisite  authority  to own its  property  and to carry on its business in each
jurisdiction  where the  failure  to so qualify  would  have a material  adverse
effect on its business,  properties,  assets, operations or condition (financial
or otherwise).

     7.2 Authorization  and Validity.  Each Borrower has the corporate power and
authority and legal right to execute and deliver the Loan  Documents to which it
is a party  and to  perform  its  obligations  thereunder.  Such  execution  and
delivery have been duly authorized by proper proceedings, and the Loan Documents
constitute  the  legal,   valid  and  binding   obligations  of  each  Borrower,
enforceable  against each of them in  accordance  with their  respective  terms,
except as such  enforceability  may be  limited by (i)  bankruptcy,  insolvency,
reorganization,  receivership,  liquidation,  moratorium, and other similar laws
affecting  the rights and  remedies of creditors  generally  and (ii) by general
principles of equity  (regardless  of whether such  enforcement is considered in
equity or at law).

     7.3  No  Conflict;   Governmental  Consent.  The  execution,  delivery  and
performance of the Loan  Documents  will not violate any law, rule,  regulation,
order, writ, judgment,  injunction, decree or award binding on any Borrower, any
provision   of  each   Borrower's   respective   articles  or   certificate   of
incorporation,  by-laws or other  charter  documents,  or the  provisions of any
indenture,  instrument or other written or oral  agreement to which any Borrower
is a party or is  subject or by which any  Borrower  or any of its  property  is
bound, or conflict  therewith or constitute a default  thereunder,  or result in
the creation or imposition of any Lien in, of or on any of its property pursuant
to the terms of any such indenture,  instrument or agreement. No order, consent,
approval,  license,  authorization  or  validation  of, or filing,  recording or
registration with, or exemption by, any Governmental Authority is required by or
in respect of the Borrowers to authorize or is required in  connection  with the
execution,  delivery and performance of or the enforceability of any of the Loan
Documents.

     7.4  Compliance with Laws; Environmental and Safety Matters.

          (a)  Each  Borrower,  and  Holding  Company  Borrower  represents  and
warrants to the Agent and the Lenders  that each  Euronet  Entity,  has complied
with all applicable statutes, rules, regulations, orders and restrictions of any
domestic or foreign  government or Governmental  Authority  having  jurisdiction
over the conduct of its businesses or the ownership of its respective properties
except to the extent that such  non-compliance  will not have a material adverse
effect on the financial condition or business operations of the Borrowers,  on a
consolidated basis or on the Euronet Entities on a consolidated basis.

          (b) Each  Borrower  has,   except as disclosed in  Schedule 7.4 hereto
and to each Borrower's  actual knowledge,  complied with all federal,  national,
state,  local and other statutes,  ordinances,  orders,  judgments,  rulings and
regulations  relating to environmental  pollution,  environmental  regulation or
control,  or  employee  health  or  safety,  except  to  the  extent  that  such
non-compliance  will  not  have a  material  adverse

                                      -23-
<PAGE>

effect on the financial  condition or business  operations of the Borrowers on a
consolidated  basis;  no Borrower has received any written notice of any failure
so to comply  except as  disclosed  in Schedule  7.4 hereto;  and no  Borrower's
facilities  treat,   store  or  dispose  of  any  hazardous  wastes,   hazardous
substances,   hazardous  materials,   toxic  substances,   toxic  pollutants  or
substances  ("Hazardous  Materials")  similarly  denominated,  as those terms or
similar terms are used in RCRA, CERCLA, the Hazardous  Materials  Transportation
Act, the Toxic  Substances  Control Act, the Clean Air Act, the Clean Water Act,
the  Occupational  Safety and Health  Act or any other  state,  local or federal
applicable  law,  ordinance,   rule  or  regulation  relating  to  environmental
pollution,  environmental  regulation  or control or employee  health and safety
("Environmental  Laws")  in  a  quantity  or  manner  that  requires  a  permit,
registration,  or another  notification  or  authorization  from a  Governmental
Authority except for the treatment,  storage, or disposal of Hazardous Materials
in a quantity or manner which, if in  non-compliance  with  Environmental  Laws,
would not have a material adverse effect on the Borrowers'  financial  condition
or business  operations,  taken as a whole,  except as disclosed in Schedule 7.4
hereto.  The conduct of the business  and the  condition of the property of each
Borrower do not violate any  Environmental  Laws or any judicial  interpretation
thereof  relating  primarily  to the  environment  or  Hazardous  Materials.  No
Borrower  is  aware  of  any  events,   conditions  or  circumstances  involving
environmental pollution or contamination or employee health or safety that could
reasonably  be  expected  to result  in  material  liability  on the part of the
Borrowers  taken as a whole.  Holding  Company  Borrower,  with  respect to each
Euronet  Entity,  makes the same  representations  and  warranties  made by each
Borrower herein.

     7.5 Financial  Statements.  The Borrowers have heretofore  furnished to the
Agent (a) (i) an audited  consolidated  balance  sheet and related  consolidated
statements  of  earnings  and cash flows for all of the  Euronet  Entities  as a
group,  and (ii) as shown on Schedule  7.5, (A) an unaudited  combining  balance
sheet and related  combining  statements of earnings and cash flows for the U.S.
Subsidiary  Borrowers  as a group  and (B) a  balance  sheet  and  statement  of
earnings  and cash flows for Holding  Company  Borrower,  each as of and for the
fiscal year ended  December  31,  2003,  and (b) (i) an  unaudited  consolidated
balance sheet and unaudited statements of earnings and cash flows for all of the
Euronet Entities as a group, and (ii) as shown on Schedule 7.5, (A) an unaudited
combining balance sheet and unaudited  statements of earnings and cash flows for
the U.S. Subsidiary Borrowers, and (B) an unaudited individual balance sheet and
unaudited  statement  of earnings and cash flows for Holding  Company  Borrower,
each as of and for the quarter ended June 30, 2004.  Such  financial  statements
fairly state the financial condition and results of operations of the applicable
Person or Persons as of such dates and for such periods.  No applicable  Euronet
Entity  had on said  date any  material  (on a  consolidated  basis)  contingent
liabilities,  material (on a consolidated basis) liabilities for taxes,  unusual
forward or long-term  commitments or unrealized or  anticipated  losses from any
unfavorable  commitments,  except as referred to or reflected or provided for in
said balance sheet or the notes  thereto as at said date or otherwise  disclosed
as required under the rules and  regulations of the SEC. If any such matters are
not included in the  financial  statements of the  Borrowers,  but are otherwise
disclosed in a Borrower's SEC filings, then the Borrowers will provide a copy of
such filings to the


                                      -24-
<PAGE>

Agent and identify the  relevant  disclosure.  Such  financial  statements  were
prepared in accordance with GAAP applied on a consistent  basis.  Since June 30,
2004,  no material  adverse  change has  occurred in the  business,  properties,
financial  condition,  prospects or results of operations of the Borrowers (on a
consolidated basis) or the Euronet Entities (on a consolidated basis).

     7.6  Ownership of  Properties;  Collateral  Liens.  Each  Borrower has good
title,  free and clear of all Liens (other than those  permitted by Section 10.2
hereof),  to  all  of the  properties  and  assets  reflected  in its  financial
statements as owned by it, and its interest in all other  properties  and assets
in or to which it has an interest as a lessee, licensee or otherwise is free and
clear of all Liens (other than those permitted under Section 10.2 hereof).

     7.7 Indebtedness. Except as disclosed on Schedule 10.1, no Borrower has any
Indebtedness for money borrowed or any direct or indirect  obligations under any
leases or any agreements of guaranty or security  except for the  endorsement of
negotiable  instruments  in the  ordinary  course of  business  for  deposit  or
collection.  The Indebtedness  disclosed on Schedule 10.1 is not superior in any
right of  payment or  otherwise  to any  Indebtedness  owing to the Agent of the
Lenders.

     7.8 Subsidiaries. The Euronet Entities' corporate structure is as set forth
on Schedule  7.8.  Except as  described  in Schedule  7.8, all of the issued and
outstanding shares of capital stock or other ownership interests of each Euronet
Entity   has  been  duly   authorized   and   issued  and  are  fully  paid  and
non-assessable, free and clear of all liens, restrictions and rights.

     7.9  Litigation.  Monetary loss arising from any  litigation,  arbitration,
mediation,  governmental  investigations,  proceedings  or inquiries  before any
Governmental  Authority,  arbitrator  or  mediator  that are  pending or, to the
knowledge of any of any Borrower's officers, threatened against or affecting any
Borrower  (other  than  those  covered by  insurance,  but only to the extent so
covered) is not reasonably  expected to exceed,  in the  aggregate,  One Million
Dollars ($1,000,000).

     7.10 Material Agreements; Labor Matters. Any agreement or instrument of any
Borrower  that  has or is  likely  to  have a  material  effect  on the  assets,
prospects,   business,   operations,   financial   condition,   liabilities   or
capitalization  of any Borrower as a separate  company or of the  Borrowers on a
consolidated basis is referred to in this Section 7.10 as a "Material Contract."
No Borrower is in default  under any Material  Contract in any manner that could
materially and adversely  affect its assets,  prospects,  business,  operations,
financial  condition,  liabilities or capitalization of the Borrowers taken as a
whole or in any manner that could jeopardize the Borrowers' right to require the
performance,  observance or fulfillment of any of the obligations,  covenants or
conditions contained in any Material Contract.  There are no strikes or walkouts
relating to any labor contracts  (other than individual  employment  agreements)
with any Borrower  pending or  threatened,  and no labor  contracts  (other than
individual  employment  agreements)  are  scheduled to expire during the term of
this Agreement, and the Borrowers have no knowledge of, or reason to know of (in
each case after a reasonable

                                      -25-
<PAGE>

investigation), any efforts that are being made by any employees to form a union
or collectively bargain with any Borrower.

     7.11  Investment  Company  Act;  Public  Utility  Holding  Company  Act. No
Borrower is an "investment  company" or a company "controlled" by an "investment
company," within the meaning of the Investment  Company Act of 1940, as amended,
or a "holding  company," a  "subsidiary  company"  of a "holding  company" or an
"affiliate"  of a "holding  company" or of a "subsidiary  company" of a "holding
company,"  within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

     7.12 Taxes. Each Borrower has, and Holding Company Borrower  represents and
warrants  that each  Euronet  Entity has,  filed all United  States  federal tax
returns and all other tax returns which,  to each Borrower's  actual  knowledge,
are  required  to be filed and paid all taxes due  pursuant  to said  returns or
pursuant to any  assessment  received by it,  including  without  limitation all
federal and state  withholding  taxes and all taxes required to be paid pursuant
to applicable  law,  except such taxes,  if any, as are being  contested in good
faith, by appropriate proceedings and as to which adequate charges, accruals and
reserves  have been set aside.  No tax Liens have been filed,  and no claims are
being asserted with respect to any such taxes,  except such tax Liens and claims
that will not have a material  adverse effect in the  aggregate,  on the assets,
business,  operations or financial condition of the Borrowers, on a consolidated
basis or on the Euronet entities on a consolidated basis. The charges,  accruals
and reserves on the books of each Borrower,  on a consolidating and consolidated
basis, and of the Euronet Entities,  on a consolidated  basis, in respect of any
taxes or other governmental charges are adequate.

     7.13 Accuracy of Information.  No information,  exhibit or report furnished
by any Borrower to the Agent or any Lender in connection with the negotiation of
the Loan  Documents  contained any material  misstatement  of fact or omitted to
state a material  fact or any fact  necessary to make the  statements  contained
therein not misleading.

     7.14 Employee Benefit Plans. No Borrower maintains, sponsors or contributes
to any Defined Benefit Pension Plan.

     7.15 No Undisclosed  Dividend  Restrictions.  Except for limitations on the
payment of dividends under applicable corporate statutes, no Borrower is subject
to any agreement, covenant or understanding that limits or restricts its ability
to  declare  or  pay  dividends,  except  Holding  Company  Borrower,  which  is
restricted from declaring or paying dividends,  other than in shares,  under its
Bond  Indenture  dated as of June 22, 1998,  12 3/8% Senior  Discount  Notes due
July, 2006 (the "Senior Notes").

     7.16  Absence of Default or Event of  Default.  No Default  and no Event of
Default has occurred and is continuing.

     7.17 Disclosure. The pro forma financial information contained in financial
statements  delivered  to the Agent and any Lender,  is, and will be, based upon
good faith estimates and assumptions  believed by each Borrower to be reasonable
at the time made.

                                      -26-
<PAGE>

There is no fact known to any Borrower (other than matters of a general economic
nature) that has had or could  reasonably be expected to have a material adverse
effect  and that has not  been  disclosed  herein  or in such  other  documents,
certificates  and  statements  furnished  to the Agent or the Lenders for use in
connection with the transactions contemplated by this Agreement.

     7.18  Solvency.  Based upon its  financial  and  accounting  records,  each
Borrower, individually, and the Borrowers on a consolidated basis, has assets of
a value that exceeds the amount of its liabilities  (excluding,  for purposes of
this  representation,  all intercompany loans from  liabilities).  Each Borrower
reasonably  anticipates  that it will be able to meet their  respective debts as
they mature. Each Borrower has adequate capital to conduct the business in which
it is engaged.

     7.19 Margin Regulations. Neither the making of the Loans hereunder, nor the
use of the proceeds thereof, will violate or be inconsistent with the provisions
of  Regulation  T, U or X. No part of the  proceeds  of any  Loan  will be used,
whether  directly  or  indirectly,  and  whether  immediately,  incidentally  or
ultimately,  to  purchase  or to  extend  credit to others  for the  purpose  of
purchasing or carrying Margin Stock (as defined in said Regulation U).

     7.20  Copyrights,  Patents and Other Rights.  Each  Borrower  possesses all
licenses,  patents,  patent rights and patent  licenses,  trademarks,  trademark
rights and licenses, trade names, copyrights and all other intellectual property
rights  which are  required or  desirable  to conduct its  business as presently
conducted;  to the best of its  knowledge,  such  rights do not  infringe  on or
conflict  with the rights of any other  Person;  and each  Borrower  has, and is
current  and in good  standing  with  respect  to, all  governmental  approvals,
permits  and  certificates  required  to conduct its  businesses  as  heretofore
conducted.

     7.21  Fiscal  Year.  Each  Euronet  Entity has a fiscal  year which ends on
December 31.

                                   ARTICLE 8
                              AFFIRMATIVE COVENANTS

     Unless  the Agent and the  Required  Lenders  shall  otherwise  consent  in
writing, each Borrower agrees that it will:

     8.1 Conduct of Business and Maintenance of Properties. Carry on and conduct
its  business in  substantially  the same manner and in  substantially  the same
fields of enterprise as it is presently conducted and do all things necessary to
remain  duly  incorporated,  validly  existing  and  in  good  standing  in  its
jurisdiction of organization and maintain all requisite authority to conduct its
business in each  jurisdiction  in which its  business is  conducted;  maintain,
preserve,  protect and keep its  properties  in good repair,  working  order and
condition;  and  comply  in  all  material  respects  with  all  agreements  and
instruments to which it is a party.

                                      -27-
<PAGE>

     8.2  Insurance.  Maintain with  financially  sound and reputable  insurance
companies,  insurance on all its property,  covering such  liabilities  and such
risks  (including  business  interruption  risks)  and  in  such  amounts  as is
consistent with sound business practice and reasonably satisfactory to the Agent
and  furnish to the Agent upon  request  full  information  as to the  insurance
carried.

     8.3  Compliance  with Laws and Taxes.  Comply  with,  and  Holding  Company
Borrower  shall  cause each  Euronet  Entity to comply  with,  any and all laws,
statutes, rules, regulations, orders, judgments, decrees and awards, a violation
of which, in any respect,  taken as a whole, may materially and adversely affect
the  Borrowers'  business,   assets,  operations  or  condition,   financial  or
otherwise,  including,  without  limitation,  those  regarding  the  collection,
payment and deposit of  employees'  income,  unemployment,  and Social  Security
taxes  and  those  regarding  environmental  matters;  pay when  due all  taxes,
assessments and governmental  charges and levies upon it or its income,  profits
or property, except those which are being contested in good faith by appropriate
proceedings  and with respect to which  adequate  reserves  have been set aside;
make a timely  payment or deposit of all FICA  payments  and  withholding  taxes
required of it under  applicable  law; and,  upon request,  furnish to the Agent
evidence satisfactory to the Agent that such payments have been made.

     8.4 Financial  Statements,  Reports,  etc.  Maintain,  and Holding  Company
Borrower  shall cause each Euronet  Entity to maintain,  a system of  accounting
established and administered in accordance with GAAP and furnish to the Agent:

          (a) Annual and Consolidating Financial Statements. Within seventy-five
(75) days after the close of the fiscal  year of the Holding  Company  Borrower,
(i) audited financial statements of the Euronet Entities as a group, prepared in
accordance with GAAP,  including a balance sheet and statements of stockholders'
equity,  income and cash  flows,  prepared on a  consolidated  basis and setting
forth in comparative  form the  corresponding  figures for the preceding  fiscal
year, all in reasonable detail, accompanied by an unqualified opinion thereon or
an unqualified opinion with explanatory language added to the auditors' standard
report of independent  certified public  accountants  satisfactory to the Agent,
which  opinion  shall state that the  financial  statements  fairly  present the
financial  condition  and  results of  operations  and cash flows of the Euronet
Entities as a group as of the end of and for such fiscal year in conformity with
GAAP,  and a  certificate  of such  accountants  stating  that,  in  making  the
examination necessary for their opinion,  they obtained no knowledge,  except as
specifically  stated,  of any Default or Event of Default  continuing  as of the
date of such  certificate,  (ii)  unaudited  financial  statements  of the  U.S.
Subsidiary  Borrowers,  prepared in  accordance  with GAAP,  including a balance
sheet and  statements of  stockholders'  equity,  income and cash flows,  in the
format  contained  in  Schedule  7.5,  prepared on a combined  basis,  and (iii)
unaudited individual financial statements of Holding Company Borrower,  prepared
in  accordance   with  GAAP,   including  a  balance  sheet  and  statements  of
stockholders' equity, in the format contained in Schedule 7.5.

     (b)  Quarterly  Reporting.  Within  forty-five  (45) days  after the end of
each fiscal quarter,  (i) (a) consolidated  financial statements for the Euronet
Entities as a

                                      -28-
<PAGE>

group, (b) combined financial statements for the U.S. Subsidiary  Borrowers,  in
the format contained in Schedule 7.5 and (c) an individual  financial  statement
for Holding Company  Borrower,  in the format contained in Schedule 7.5, in each
case for the quarter then ended,  including a balance  sheet and  statements  of
stockholders'  equity, income and cash flows for such quarter and for the period
from the  beginning of the  respective  fiscal year to the end of such  quarter,
setting forth in each case in comparative form the corresponding figures for the
corresponding  period  in the  preceding  fiscal  year,  accompanied  by  (ii) a
certificate  of the chief  financial  officer or  treasurer of a Borrower or the
Holding Company Borrower, as applicable,  stating that said financial statements
set forth in subparagraph (i) above,  fairly present the financial condition and
results of operations of the  applicable  entity or entities in accordance  with
GAAP  consistently  applied,  as of the end of and for such  period  (subject to
normal  year-end  adjustments  and to the absence of footnote  disclosures)  and
that, to the best of such  officer's  knowledge,  no Default or Event of Default
has occurred under this Agreement or, if any Default or Event of Default exists,
stating the nature and status thereof,  and (iii) the most recent 10Q or 10K, as
applicable, filed by any Borrower with the SEC.

          (c) [Intentionally Omitted.]

          (d)  Compliance  Certificate.   Together  with  each set of  financial
statements  required  under  paragraphs  (a)  and  (b) of this  Section  8.4,  a
compliance certificate of the Holding Company Borrower in substantially the form
of Exhibit 8.4 (a "Compliance  Certificate"),  signed on its behalf by the chief
financial  officer or treasurer  of the Holding  Company  Borrower,  showing the
calculations  necessary to determine  compliance  with all  financial  covenants
contained  in  Article  9 of this  Agreement  and  stating  that  (i) all of the
representations  and warranties set forth in Article 7 hereof  (including  those
referring to the  Schedules to this  Agreement)  with respect to each  Borrower,
shall be true and correct as though made on and as of the date of the Compliance
Certificate,  except  for  matters  specifically  updated  or  described  in the
Compliance Certificate,  and (ii) that no Default or Event of Default exists or,
if any  Default  or Event of  Default  exists,  stating  the  nature  and status
thereof.

          (e) SEC and Other  Filings.  Upon the request  of  Lender,  and as set
forth in Section  8.4(b),  copies of all  registration  statements  and  annual,
periodic or other regular reports, final proxy statements and such other similar
information  as shall be filed by any Borrower with the  Securities and Exchange
Commission (the "SEC"), any national  securities  exchange or (to the extent not
duplicative) any other similar U.S. or foreign Governmental Authority and copies
of all notices, financial statements, reports and proxy statements so mailed.

          (f) Litigation.  Prompt notice of all  legal, arbitration or mediation
proceedings  and of all  proceedings  by or before  any  Governmental  Authority
affecting  any  Borrower or Borrowers  which,  if  adversely  determined,  could
reasonably  be expected  to result in a monetary  loss in an amount in excess of
One  Million  Dollars  ($1,000,000)  individually  or in excess  of One  Million
Dollars  ($1,000,000)  in the  aggregate  for all  such  proceedings  and of the
issuance  by any  Governmental  Authority  of any  injunction,  order  or  other
restraint  prohibiting,  or having the effect of  prohibiting

                                      -29-
<PAGE>

or delaying, any action on the part of any Borrower, which injunction,  order or
restraint  could  reasonably be expected to materially and adversely  affect the
business,   properties  or  affairs  of  any  Borrower  (on  a  consolidated  or
unconsolidated  basis) or the  institution of any  proceedings  seeking any such
injunction, order or other restraint.

          (g)  Reportable  Events.  If at any time after the Closing  Date,  any
Borrower adopts, sponsors or contributes to any Defined Benefit Pension Plan, as
soon as possible and in any event within ten (10) days after such Borrower knows
that any Reportable  Event has occurred with respect to any such Defined Benefit
Pension  Plan, a statement,  signed by an authorized  officer of such  Borrower,
describing said Reportable Event and the action which such Borrower  proposes to
take with respect thereto.

          (h) Environmental Notices. As soon as possible and in any event within
ten (10) days  after  receipt,  a copy of (i) any  notice or claim to the effect
that any  Borrower  is or may be liable to any person as a result of the release
by such  Borrower,  or any  other  Person  of any  toxic or  hazardous  waste or
substance  into the  environment or that all or any of its properties is subject
to an  Environmental  Lien or (ii) any  notice  alleging  any  violation  of any
federal, state or local environmental, health or safety law or regulation by any
Borrower after the Closing Date.

          (i) Other Information. Such other information (including consolidating
financial reports and other financial information) as the Agent may from time to
time reasonably request.

     On request of the Agent,  the Borrower shall deliver a letter to Borrower's
accountants  (i) authorizing  them to provide to Agent the financial  statements
set forth in Section  8.4(a)(i),  (ii) directing them to send to the Agent true,
correct,  and exact copies of any and all financial statements and reports which
are prepared as a result of any audit or other review of operations, finances or
internal controls of the Borrowers  (specifically  including any reports dealing
with  improper  accounting  or  financial  practices,   defalcation,   financial
irregularities, financial reporting errors or misstatements or fraud), and (iii)
authorizing  the Agent and each Lender to rely on  financial  statements  of the
Borrowers  issued by such  accountants,  which letter shall be acknowledged  and
consented to in writing by such accountants.

     8.5  Other  Notices.  Give  prompt  notice in  writing  to the Agent of the
occurrence  of any  Default  or Event of Default  and of any other  development,
financial  or  otherwise,  which  might  materially  and  adversely  affect  its
business,  properties  or affairs of any Borrower or the ability of any Borrower
to repay the Obligations.

     8.6  Access  to  Properties  and  Inspections.  Permit  the  Agent  to make
reasonable inspections of the properties,  corporate books and financial records
of the Borrowers, to make reasonable examinations and copies of their respective
books of account and other  financial  records and to discuss  their  respective
affairs,  finances and accounts with, and to be advised as to the same by, their
officers,  auditors,  accountants  and  attorneys at such  reasonable  times and
intervals as the Agent may  designate.  All of

                                      -30-
<PAGE>

the Agent's reasonable  expenses incurred for domestic travel in connection with
such audits and inspections of the Borrowers shall be paid for by the Borrowers.

     8.7 Use of  Proceeds.  Use  the  proceeds  of the  Revolving  Loans  to pay
indebtedness to the Bank of America existing on the date of this Agreement,  ,to
redeem the Senior Notes, to provide working  capital,  to make  Acquisitions and
for other corporate purposes.

     8.8 Payment of Claims. Promptly pay when due all lawful claims, whether for
labor, materials or otherwise.

     8.9 Maintain  Lender  Accounts.  Each Borrower shall maintain its principal
depository and operating accounts with Bank of America. Holding Company Borrower
shall  cause each  Euronet  Entity to  maintain  its  principal  depository  and
operating  accounts with Bank of America;  provided,  however,  a Euronet Entity
that is a Foreign  Subsidiary may, upon prior written notice to Bank of America,
maintain  accounts with other depository  institutions  necessary for the proper
maintenance of such Foreign Subsidiary's business.

     8.10  Post  Availability   Conditions.   All  of  the  "Post   Availability
Conditions" as provided in the Euro Credit  Agreement shall be satisfied  within
60 days of the Closing Date.

                                   ARTICLE 9
                               FINANCIAL COVENANTS

     The Borrowers and the Euronet  Entities  shall,  so long as this  Agreement
shall remain in effect or any Obligations shall be unpaid:

     9.1 Consolidated  Funded Debt/EBITDA Ratio.  Maintain as of the last day of
each fiscal quarter,  a Consolidated  Funded  Debt/EBITDA  Ratio no greater than
2.00 to 1.00 for each quarter, determined in accordance with GAAP. "Consolidated
Funded  Debt/EBITDA  Ratio"  means  the ratio of (i) the  aggregate  outstanding
principal  amount of Funded Debt of the  Euronet  Entities as of the last day of
the  applicable  fiscal  quarter to (ii) EBITDA of the Euronet  Entities for the
four (4)  quarters  ending on such date  plus the pro forma  amount of  historic
EBITDA for the four (4)  quarters  ending on such date,  of any  Euronet  Entity
acquired  during such fiscal quarter or during any of the three (3) prior fiscal
quarters.  "Funded Debt" means, without  duplication,  all long term and current
Indebtedness  as described in subsections  (i), (iii) and (vi) of the definition
of  "Indebtedness"  set forth in  Exhibit 1 hereto  (including  Indebtedness  to
shareholders).

     9.2 Consolidated  Fixed Charge Coverage Ratio.  Maintain as of the last day
of each fiscal quarter,  a Fixed Charge Coverage Ratio of at least 1.25 to 1.00,
determined on a consolidated basis in accordance with GAAP.  "Consolidated Fixed
Charge Coverage Ratio" means, as of the last day of any fiscal quarter,  for the
Euronet  Entities,  the ratio of (i)  EBITDAR  for the four (4) fiscal  quarters
ending on such day less cash  Capital  Expenditures  made  during  such four (4)
fiscal  quarters  and tax expense paid and

                                      -31-
<PAGE>

dividends paid during such four (4) fiscal  quarters to (ii) the sum of interest
expense,  recurring,  scheduled principal payments and rent payments paid during
such four (4) fiscal quarters, all as calculated in accordance with GAAP.

     9.3 Minimum Consolidated EBITDA.  Maintain,  for the Euronet Entities,  (i)
for the period  commencing the Closing Date and ending the last day of the first
fiscal  quarter to end after the Closing  Date a minimum  trailing  twelve month
Consolidated  EBITDA  equal to at  least  $32,535,000  and (ii) for each  fiscal
quarter  thereafter a minimum  trailing twelve month EBITDA equal to the greater
of (x) the minimum  trailing  twelve month  EBITDA  required  hereunder  for the
previous  fiscal  quarter or (y) 85% of the trailing  twelve month  Consolidated
EBITDA as of the last day of the previous fiscal quarter.  "Consolidated EBITDA"
means  EBITDA of the Euronet  Entities  for each such  period,  determined  on a
consolidated basis in accordance with GAAP.

                                   ARTICLE 10
                               NEGATIVE COVENANTS

     So long as this Agreement  shall remain in effect or any of the Obligations
shall be  unpaid,  unless the Agent and the  Required  Lenders  shall  otherwise
consent in writing,  each  Borrower  (unless  otherwise  specifically  set forth
herein) agrees that it will:

     10.1  Indebtedness.  Not incur,  create or suffer to exist any Indebtedness
(other than to the Lenders  hereunder),  except:  (a) trade payables incurred in
the ordinary course of business;  (b) Indebtedness  existing on the date of this
Agreement and disclosed in Schedule 10.1 hereto;  (c) intercompany  Indebtedness
to any direct or  indirect  Subsidiary  of Holding  Company  Borrower  that is a
Borrower or Obligor pursuant to this Agreement (provided that the conditions set
forth in Section 6.11 and Section 8.10 have been  satisfied  with respect to any
such Obligor) or a "Borrower" or "Obligor" as such terms are defined in the Euro
Credit  Agreement  (provided  that the  conditions set forth in Section 6.11 and
Section 8.10 of the Euro Credit  Agreement  have been  satisfied with respect to
any such "Obligor");  (d)  Indebtedness  under any Interest Rate Contract to the
extent  relating  to,  (i)  outstanding  Indebtedness  of the  Euronet  Entities
otherwise allowed under this Agreement,  or (ii) Indebtedness for which a lender
has provided a commitment in an amount reasonably  anticipated to be incurred by
the Euronet  Entities in the  following  twelve (12) months after such  Interest
Rate Contract has been entered into, and such  Indebtedness is otherwise allowed
under this Agreement;  (e)  Indebtedness  under other Hedging  Agreements to the
extent related to (i) Indebtedness of the Borrowers otherwise allowed under this
Agreement,  or (ii)  obligations  to  purchase  assets,  properties  or services
otherwise allowed under this Agreement;  provided such Hedging Agreements do not
increase the  Indebtedness  outstanding of the Euronet  Entities other than as a
result  of  fluctuations  in  foreign  currency  exchange  rates or by reason of
reasonable  fees,   indemnities  and  compensation   payable   thereunder;   (f)
Indebtedness in respect of performance  bonds incurred in the ordinary course of
Borrowers' business; (g) Indebtedness  consisting of guarantees,  indemnities or
obligations  in respect of purchase  price  adjustments  in connection  with the
acquisition or disposition of Assets or shares of capital stock, so long as such
acquisitions or dispositions are otherwise  permitted under this Agreement;  (h)
Indebtedness   consisting   of  a  Borrower's   guaranty  of  its   Subsidiary's

                                      -32-
<PAGE>

Indebtedness  to the extent that the  Subsidiary's  Indebtedness is reflected in
the  consolidated  balance  sheet  of the  Euronet  Entities;  (i)  Indebtedness
consisting of limited financial or contractual  performance  guaranties executed
by a Borrower to secure the  performance  obligation of any of its  Subsidiaries
incurred in such Borrower's  ordinary  course of business,  consistent with past
practice;  (j) Indebtedness to the extent it represents a replacement,  renewal,
refinancing or extension of outstanding  Indebtedness  provided for herein;  (k)
Indebtedness  incurred with respect to Acquisitions  provided that such Borrower
has complied with the  provisions of Section  10.4(e);  (l)  Indebtedness  under
capitalized  leases  incurred in the  ordinary  course of  business;  and (m) in
addition  to the  Indebtedness  described  in Section  10.1(a)  through  Section
10.1(l),  Indebtedness on a consolidated basis for the Borrowers, not exceeding,
at any time outstanding,  an aggregate principal amount of Five Hundred Thousand
Dollars ($500,000).

     10.2 Liens. Not create,  incur, or suffer to exist any other Lien in, of or
on any of their  respective  properties (now owned or hereafter  acquired) or on
any income or revenues or rights in respect of any thereof, except:

          (a) Liens in favor  of the Agent and the  Lenders  created by the Loan
Documents  and Liens in favor of the  "Agent" and the  "Lenders"  created by the
"Loan Documents" as such terms are defined in the Euro Credit Agreement;

          (b) Liens for taxes, assessments or governmental charges or levies, if
the same shall not at the time be delinquent  or thereafter  can be paid without
penalty, or are being contested in good faith and by appropriate proceedings;

          (c) Liens  imposed by law, such as carriers', warehousemen's and mech-
anics' Liens and other similar Liens arising in the ordinary course of business,
that secure payment of obligations not more than sixty (60) days past due except
for such Liens as are being contested in good faith by appropriate proceedings;

          (d) Liens  arising out of pledges or deposits  under laws  relating to
worker's compensation, unemployment insurance, old age pensions, or other social
security or retirement benefits, or under similar laws;

          (e) Liens  existing  on  the  date  of this Agreement and disclosed in
Schedule 10.2 hereto;

          (f) Liens  securing  equipment  under  equipment leases arising in the
ordinary course of business,  but only to the extent that such Liens secure only
the equipment being leased;

          (g) Liens securing  Indebtedness  incurred by any Euronet Entity which
becomes a Euronet Entity as a result of an Acquisition;

          (h)  Easements,   rights-of-way,   restrictions   and   other  similar
charges  or  encumbrances  incurred  in the  ordinary  course  of  business  not
interfering in any material respect with the Borrowers' business or operations;

                                      -33-
<PAGE>

          (i) Options to purchase stock of a Borrower under stock-based  compen-
sation  plans or  arrangements  in  favor  of  employees  of such  Borrower  and
non-employee directors of such Borrower;

          (j) Liens  arising by reason of any  judgment,  decree or order of any
court not constituting an Event of Default, so long as such Liens are adequately
bonded and any appropriate  legal  proceedings that may have been duly initiated
for the review of such  judgment,  decree or order  shall not have been  finally
terminated or the period within which such  proceedings  may be initiated  shall
not have expired;

          (k) Liens  incurred  or  deposits  made  to  secure the performance of
tenders,  bids,  leases,   statutory  obligations,   surety  and  appeal  bonds,
government  contracts,  performance bonds and other obligations of a like nature
incurred in the  ordinary  course of  business  (other  than  contracts  for the
payment of money);

          (l) Liens  securing Interest Rate Contracts or Hedging Agreements per-
mitted under Section 10.1;

          (m) Liens arising from purchase money indebtedness,  so  long  as such
Liens extend only to the assets constructed,  expanded,  installed,  acquired or
improved  with  such  purchase  money   indebtedness   and  do  not  secure  any
Indebtedness in an amount in excess of such purchase money indebtedness;

          (n) Any extension,  renewal,  or  replacement, in whole or in part, of
any Lien described in the foregoing  clauses (a) through (m);  provided that any
such  extension,  renewal or  replacement  shall be no more  restrictive  in any
material respect than the Lien so extended, renewed or replaced;

          (o) Cash  deposited  with  banks that participate in the Euronet Enti-
ties' ATM network in the ordinary course of business to secure cash  contributed
by such banks for use in the ATM  network  and cash  deposited  with  vendors or
suppliers  of PINs or mobile  phone time to any Euronet  Entity in the  ordinary
course of business to secure accounts payable to such vendors or suppliers;

          (p) Rights or Liens granted to vendors or suppliers of PINs or on-line
mobile or long distance phone time  (including,  without  limitation,  telephone
operators) in PIN inventory, PIN accounts receivable or restricted cash accounts
associated  with the purchase or sale of such PINs or phone time,  including the
rights and Liens of mobile operators in the Mobile Network Trust Arrangement and

          (q)  Pledges on the stock,  shares or other  equity  interests  in any
entity  acquired  in an  Acquisition  permitted  by  Section  10.4(e)  to secure
Indebtedness permitted by Section 10.1(k).

     Provided,  however,  the Liens set forth in  subsections  (j)  through  (m)
above, and any extensions,  renewals,  or replacements of such Liens,  shall not
encumber

                                      -34-
<PAGE>

assets  of the  Borrowers  at any time  with a value in  excess  of One  Million
Dollars ($1,000,000) in the aggregate.

     10.3 Sale and  Lease-Back  Transactions.  Not enter  into any  arrangement,
directly or  indirectly,  with any person  whereby it shall sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property
which it intends to use for  substantially  the same  purpose or purposes as the
property being sold or  transferred,  provided that the Borrowers may enter into
any sale and lease-back  transaction  if (a) at the time of such  transaction no
Default  or Event of Default  shall have  occurred  and be  continuing,  (b) the
proceeds  from the sale of the subject  property  shall be at least equal to its
fair market value, and (c) the subject property shall have been acquired by such
Borrower  after the date of this  Agreement and held by it for not more than one
year.  The  provisions  of this Section 10.3 shall not apply to a sale and lease
back of ATM machines or POS  terminals in the ordinary  course of business  when
such sale and leaseback is entered into in connection with an agreement  between
any  Borrower  and a  customer  for  the  provision  of  services,  such  as the
outsourced  operation  of  the  ATMs  or POS  terminals  or  the  licensing  and
maintenance of software for the operation of such ATMs or POS terminals.

     10.4  Mergers,  Transfers  of  Assets,  Acquisitions.  Not  merge  into  or
consolidate  with any other Person,  or permit any other Person to merge into or
consolidate  with it;  sell,  transfer,  lease or  otherwise  dispose of (in one
transaction or in a series of  transactions)  any Assets or any capital stock of
any  Borrower;  or be a  party  to any  Acquisition  of  another  Person  or any
acquisition of all or substantially all of another Person's assets, other than:

         (a) sales of inventory in the ordinary course of business;

         (b) the lease of terminal equipment in the ordinary course of business;

         (c) the disposition of obsolete or worn-out fixed assets or other prop-
erty no longer  required by or useful to it in connection  with the operation of
its business;

         (d)  sales,  assignments,  transfers  or other  dispositions  of Assets
for cash  consideration,  but only so long as (i) the consideration  received by
the  Borrowers is not less than fair market  value of the Assets sold;  and (ii)
the cash  consideration  thereof  is used  within  twelve  (12)  months  to, (A)
permanently repay or prepay any then outstanding  Obligations,  or (B) invest in
properties or assets useful in an ATM network business or transaction processing
business and which will benefit the Borrowers;

         (e) any  Acquisition by a Borrower, so long as the Borrower Agent gives
Agent thirty (30) days prior written notice of such Acquisition or completion of
an Acquisition under an Agreement executed prior to the Closing Date, so long as
the  Borrower  Agent has  notified  the Agent of such  Acquisition  prior to the
Closing  Date,  the  Borrower  Agent  shall  provide to the Agent the  following
information:  pro forma

                                      -35-
<PAGE>

financial  statements and  projections and a pro forma  Compliance  Certificate,
demonstrating that Borrowers will be, after giving effect to the Acquisition, in
compliance  with each of the financial  covenants set forth in Article 9 of this
Agreement.  For purposes of such pro forma  financial  statements  and pro forma
Compliance  Certificate,   to  calculate  the  Borrowers'  compliance  with  the
financial  covenants set forth in Article 9 hereof,  after an acquisition of one
hundred  percent  (100%)  of the stock or  assets  of a  company  (an  "Acquired
Company"),  the EBITDA and EBITDAR of the Acquired Company, based upon pro forma
numbers  acceptable  to the Agent,  from its last four  rolling  quarters may be
included to the extent that such  numbers  reflect  cash flow from assets  fully
transferred  to the  Borrowers  as a result of the  acquisition  of the Acquired
Company,  with  adjustments for any  transactions  not in the ordinary course of
business.  If a Borrower  acquires less than one hundred  percent  (100%) of the
stock or assets  of an  Acquired  Company,  the Agent  shall  make a good  faith
determination  of what portion,  if any, of such Acquired  Company's  EBITDA and
EBITDAR to include in the proforma  financial  statements.  Any Acquired Company
shall satisfy the  condition  set forth in Section 8.10, as soon as  practicable
but in no event  greater  than 30 days  from the  acquisition  of such  Acquired
Company,  and with respect to any Acquired  Company that is organized  under the
laws of the  United  States or the laws of any  State  therein  shall  execute a
guaranty  agreement  in form and  substance  satisfactory  to the  Agent and the
Agent,  in its  sole  discretion  may  require  100% of the  equity  of any such
Acquired Company to be pledged hereunder  pursuant to a Pledge Agreement in form
and substance satisfactory to the Agent;

          (f)  upon  thirty  (30)  days  written  notice to  Agent,  any  merger
or  consolidation  of any  Borrower  with any other  Borrower  or any  merger or
consolidation of any other Obligor with any Borrower or other Obligor so long as
in the event any such merger or  consolidation  involves  (i) a  Borrower,  such
Borrower shall be the surviving  entity, or concurrently with any such merger or
consolidation  the surviving entity shall become a Borrower or guarantor or (ii)
a Material  Subsidiary,  such Material Subsidiary shall be the surviving entity,
or concurrently with any such merger or consolidation the surviving entity shall
become a Borrower or guarantor,  and if any such Borrower or Material Subsidiary
is required to pledge its shares in accordance with this  Agreement,  the shares
of such  surviving  entity  shall be pledged to the Agent for the benefit of the
Lenders,  and in any event all other  conditions set forth in Section 8.10 shall
be  satisfied  with  respect  to such  surviving  entity  in form and  substance
satisfactory to the Agent; or

          (g) issuances of  capital stock or treasury stock made in the ordinary
course of the Borrowers' business so long as such issuance or issuances does not
result in an Event of Default under Section 11.1(j).

     10.5 Creation of Subsidiaries.  Except upon fifteen (15) days prior written
notice to Agent, not create any Foreign Subsidiaries or U.S. Subsidiaries.  Upon
the creation of any U.S. Subsidiary,  such U.S. Subsidiary shall promptly become
a party to this Agreement pursuant to Section 13.2. of shall executed a guaranty
agreement in form and substance satisfactory to the Agent, and the Agent, in its
sole  discretion may require

                                      -36-
<PAGE>

the 100% of the equity of any such U.S. Subsidiary be pledged hereunder pursuant
to a Pledge Agreement in form and substance satisfactory to the Agent.

     10.6 Subsidiary  Dividend  Restrictions.  Not permit any U.S. Subsidiary of
any Borrower to be bound by or enter into any  agreement,  amendment,  covenant,
understanding  or revision to any  agreement  which  prohibits or restricts  the
ability of any such  subsidiary  to declare and pay  dividends or make any other
distribution to any Borrower.

     10.7 Dividend  Restriction.  Holding  Company  Borrower may not declare any
dividends  or make any other  distributions  to  shareholders  or other  persons
holding equity interests in Holding Company Borrower.

     10.8 Use of Proceeds.  Not use any of the proceeds of the Loans (a) for any
purpose  that  entails  a  violation  of,  or that  is  inconsistent  with,  the
provisions of the  regulations of the Board of Governors of the Federal  Reserve
System,  including without limitation  Regulations T, U and X or (b) to make any
Acquisition for which the board of directors of the target company has not given
its consent or approval.

     10.9  Loans,  Advances  and  Investments.  Not make any loans,  advances or
extensions  of  credit  to, or  investments  (whether  acquisitions  of stock or
securities or otherwise)  in, or acquire any Assets of, any Persons,  including,
without  limitation,  any  Affiliates  of any  Borrower or any of its  partners,
shareholders, officers or employees (collectively, "Investments"), other than:

          (a) Assets  acquired or expenses  advanced in the  ordinary  course of
business,  including  extensions  of credit  to a  Borrower's  customers  in the
ordinary course of such Borrower's business consistent with past practice;

          (b) Investments  in  short-term obligations issued or fully guaranteed
by the U.S. Government and funds comprised of such obligations;

          (c)  certificates  of  deposit  and  other  time  deposits  with,  and
any other Investment purchased through Bank of America;

          (d)  commercial  paper  rated A-1 by   Standard  & Poor's  Corporation
or P-1 by Moody's Investors Service, Inc.;

          (e) existing Investments listed on Schedule 10.9 hereto;

          (f) Investments  made to acquire Acquisitions  permitted under Section
10.4 above;

          (g)  Investments  of  Holding  Company  Borrower  in or to any one  or
more  U.S.  Subsidiaries  (provided  Holding  Company  Borrower  may not make an
Investment in any U.S.  Subsidiary which is not a Borrower hereunder) or Foreign
Subsidiaries of Holding Company Borrower (provided that the conditions set forth
in

                                      -37-
<PAGE>

Section 6.11 and Section 8.10 of the Euro Credit  Agreement  have been satisfied
with respect to any such Foreign Subsidiaries);

          (h) Investments permitted under Section 10.1 of this Agreement; and

          (i) Investments in minority interests in other Persons and Investments
for the  purchase of  tradenames,  software or patents not to exceed Ten Million
Dollars ($10,000,000) in the aggregate,  unless otherwise approved in writing by
the Agent.

     In no event may any U.S.  Subsidiary  Borrower  make any  Investment in any
Subsidiary of such U.S.  Subsidiary  Borrower  (unless such Subsidiary is a U.S.
Subsidiary Borrower) or in Holding Company Borrower.

     10.10  Negative  Pledge.  Not  permit,  to  exist  any  Lien  on any of its
property,  except as permitted  under Section 10.2 above.  On the request of the
Agent,  the Borrowers will execute  acknowledgments  or other forms of notice of
such  negative  pledge,  and  the  Agent  may  record  or file  the  same in the
appropriate filing offices.

     10.11  Liquidation  or Change  in  Business.  Not  liquidate,  dissolve  or
discontinue any Borrower or any material  business line,  materially  change its
general business purpose or the character of its business, engage in any type of
business  not  reasonably  related to its  business as  conducted on the Closing
Date.

     10.12  Senior  Notes.  Not send any  redemption  or purchase  notice to any
holder of the Senior Notes until the Availability  Date;  provided however,  the
Borrowers  may redeem or  repurchase  the Senior  Notes with monies from sources
other than the Loans or extensions of credit provided hereunder.  Not permit any
Senior  Notes  to be  outstanding  after  the  date  that  is 45 days  from  the
Availability Date.

                                   ARTICLE 11
                                EVENTS OF DEFAULT

     11.1 Events of Default.  Each of the following  events shall  constitute an
Event of Default under this Agreement:

          (a) Misrepresentation.  Any representation or warranty  made or deemed
made by or on behalf of any  Borrower to the Agent and the  Lenders  under or in
connection  with this  Agreement,  any Loan, or any  certificate  or information
delivered in connection  with this Agreement or any other Loan Document shall be
materially false on the date as of which made;

          (b)  Nonpayment.  Any Borrower  shall fail to pay any principal of the
Note, any interest upon the Note, any  reimbursement  obligation  respecting any
Letter of Credit or any Fee or other  Obligations  within five (5) Business Days
after the same becomes due;

          (c)  Non-Performance  of Other Covenants.   Any Borrower shall fail to
perform  or comply  with any of the  terms or  provisions  of  Article 8 of this
Agreement

                                      -38-
<PAGE>

and such  failure is not cured within  fifteen  (15) days or any Borrower  shall
fail to perform or comply with or violates  any covenant set forth in Article 9,
Article 10, Section 8.10 or any other covenant, term or provision hereof;

          (d)  Other Indebtedness. The failure of any Euronet Entity to make any
payment of  principal or interest  within five (5) Business  Days after the same
becomes due on any  Indebtedness to the Agent,  any Lender or any of the Agent's
or Lenders' affiliates or subsidiaries (other than Indebtedness  relating to the
Loans) or with respect to any Indebtedness to any other Person or Persons or any
default occurs under any agreement which  evidences,  secures or relates to, any
such Indebtedness;

          (e) Insolvency. Any Borrower shall (i) have an order for relief enter-
ed with respect to it under the federal  Bankruptcy Code or under any other laws
relating to  bankruptcy,  insolvency,  dissolution,  winding up,  liquidation or
reorganization  or relief of  debtors,  (ii) not pay,  or admit in  writing  its
inability  to pay,  its  debts  generally  as they  become  due,  (iii)  make an
assignment for the benefit of creditors,  (iv) apply for,  seek,  consent to, or
acquiesce  in, the  appointment  of a receiver,  custodian,  trustee,  examiner,
liquidator or similar  official for it or any substantial  part of its property,
(v)  institute  any  proceeding  seeking an order for relief  under the  federal
Bankruptcy  Code or under any other laws  relating  to  bankruptcy,  insolvency,
dissolution,  winding up,  liquidation or  reorganization  or relief of debtors,
(vi) take any  corporate  action to  authorize  or effect  any of the  foregoing
actions set forth in this  paragraph (e), or (vii) fail to contest in good faith
any  appointment or proceeding  described in paragraph (f) of this Section 11.1,
or any of the  foregoing  shall occur with respect to any Euronet  Entity (other
than any Borrower) which would have a material adverse effect on the business or
financial condition of the Borrowers taken as a whole or on the Euronet Entities
taken as a whole;

          (f) Appointment of Receiver. Without the application, approval or con-
sent of any Euronet Entity, a receiver, trustee, examiner, liquidator or similar
official  shall be appointed for any Euronet Entity or any  substantial  part of
its property,  or a proceeding  described in clause (v) of paragraph (e) of this
Section 11.1 shall be instituted against any Euronet Entity;

          (g) Judgment.  Any Borrower or Borrowers shall fail within  forty-five
(45) days to pay,  bond or  otherwise  discharge  any  judgment or order for the
payment of money in excess of Seven Hundred Fifty Thousand Dollars ($750,000) in
the aggregate for the Borrowers that is not stayed on appeal or otherwise  being
appropriately contested in good faith;

          (h) ERISA.  Any Reportable Event  shall occur in  connection  with any
Defined Benefit Pension Plan adopted or sponsored by a Borrower or to which such
Borrower makes  contributions,  which  occurrence may have a materially  adverse
effect on such entity's business or financial condition;

          (i)  Material Adverse Change.  Upon the  occurrence  of  any  event or
condition  which the Agent,  in its sole  discretion,  determines  is a material
adverse  change

                                      -39-
<PAGE>

in the business or financial  condition of the Borrowers on an unconsolidated or
on a consolidated basis or which materially and adversely affects the Borrowers'
ability to perform its obligations to the Agent and the Lenders; or

          (j)  Change of  Control.  Except as  permitted  by Section  10.4,  any
change of  Control  of any U.S.  Subsidiary  Borrower  or any  acquisition  by a
third-party  of more than fifty percent (50%) of the ownership or voting capital
of Holding Company Borrower.

          (k) Euro Credit  Agreement. Any "Event of Default" shall have occurred
pursuant to the Euro Credit Agreement.

     11.2 Rights and  Remedies.  Upon the  occurrence of each and every Event of
Default  (other than an event  described in paragraph (e) or (f) of Section 11.1
above),  and at any time thereafter  during the  continuance of such event,  the
Agent may (and shall at the instruction of the Required  Lenders),  by notice to
the Borrower Agent, take either or both of the following actions, at the same or
different  times:  (i) terminate  forthwith the  Commitment and (ii) declare the
Loans then  outstanding  to be  forthwith  due and  payable in whole or in part,
whereupon the principal of the Loans so declared to be due and payable, together
with all  accrued  interest  thereon  and all  other  Obligations  shall  become
forthwith due and payable,  without  presentment,  demand,  protest or any other
notice of any kind, all of which are hereby  expressly  waived by the Borrowers,
anything  contained  herein  or in any  other  Loan  Document  to  the  contrary
notwithstanding;  and in the case of any event described in paragraph (e) or (f)
of Section 11.1 above,  the Commitments  shall  automatically  terminate and the
principal  of the Loans then  outstanding,  together  with all accrued  interest
thereon and all other  Obligations shall  automatically  become due and payable,
without  presentment,  demand,  protest or any other notice of any kind,  all of
which are hereby expressly waived by the Borrowers, anything contained herein or
in any other Loan Document to the contrary notwithstanding.

     Upon the occurrence and during the continuance of any Event of Default, the
Agent may also exercise any or all of its rights and remedies,  whether existing
under this Agreement, other Loan Documents, applicable law or otherwise.

                                   ARTICLE 12
                                      AGENT

     12.1  Appointment  and  Authority.  Each of the  Lenders and the L/C Issuer
hereby  irrevocably  appoints  Bank of America to act on its behalf as the Agent
hereunder and under the other Loan  Documents and  authorizes  the Agent to take
such actions on its behalf and to exercise  such powers as are  delegated to the
Agent by the terms hereof or thereof,  together  with such actions and powers as
are reasonably incidental thereto. The provisions of this Article are solely for
the  benefit of the Agent,  the  Lenders  and the L/C  Issuer,  and  neither the
Borrowers nor any other  Obligor shall have rights as a third party  beneficiary
of any of such provisions.

                                      -40-
<PAGE>

     12.2 Rights as a Lender.  The Person serving as the Agent  hereunder  shall
have the same rights and powers in its  capacity as a Lender as any other Lender
and may exercise the same as though it were not the Agent and the term  "Lender"
or "Lenders" shall,  unless otherwise  expressly indicated or unless the context
otherwise  requires,  include the Person  serving as the Agent  hereunder in its
individual  capacity.  Such Person and its Affiliates may accept  deposits from,
lend money to, act as the financial  advisor or in any other  advisory  capacity
for and  generally  engage in any kind of  business  with the  Borrowers  or any
Subsidiary  or other  Affiliate  thereof  as if such  Person  were not the Agent
hereunder and without any duty to account therefor to the Lenders.

     12.3  Exculpatory  Provisions.  The  Agent  shall  not have any  duties  or
obligations  except  those  expressly  set forth  herein  and in the other  Loan
Documents. Without limiting the generality of the foregoing, the Agent:

          (a) shall  not  be  subject  to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing;

          (b) shall not have any duty to take any discretionary action or  exer-
cise any discretionary  powers, except discretionary rights and powers expressly
contemplated hereby or by the other Loan Documents that the Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or
percentage  of the Lenders as shall be  expressly  provided for herein or in the
other Loan Documents), provided that the Agent shall not be required to take any
action that, in its opinion or the opinion of its counsel,  may expose the Agent
to liability or that is contrary to any Loan Document or applicable law; and

          (c) shall  not,   except as  expressly  set forth   herein  and in the
other Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose,  any  information  relating to the  Borrowers or any of its
Affiliates  that is  communicated  to or obtained  by the Person  serving as the
Agent or any of its Affiliates in any capacity.

     The Agent  shall not be liable for any action  taken or not taken by it (i)
with the consent or at the request of the Required Lenders (or such other number
or  percentage  of the  Lenders  as shall be  necessary,  or as the Agent  shall
believe in good faith shall be necessary, under the circumstances as provided in
Sections  13.9 and 11.2) or (ii) in the absence of its own gross  negligence  or
willful  misconduct.  The Agent  shall be deemed  not to have  knowledge  of any
Default unless and until notice describing such Default is given to the Agent by
a Borrower, the Borrower Agent, a Lender or the L/C Issuer.

     The Agent shall not be  responsible  for or have any duty to  ascertain  or
inquire  into  (i)  any  statement,  warranty  or  representation  made in or in
connection with this Agreement or any other Loan Document,  (ii) the contents of
any certificate,  report or other document delivered  hereunder or thereunder or
in connection herewith or therewith,  (iii) the performance or observance of any
of the  covenants,  agreements or other terms or conditions  set forth herein or
therein or the  occurrence of any Default,  (iv) the  validity,  enforceability,
effectiveness  or genuineness of this Agreement,  any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition

                                      -41-
<PAGE>

set forth in Article 6 or  elsewhere  herein,  other than to confirm  receipt of
items expressly required to be delivered to the Agent.

     12.4 Reliance by Agent. The Agent shall be entitled to rely upon, and shall
not incur any  liability  for relying upon,  any notice,  request,  certificate,
consent,  statement,  instrument,  document  or  other  writing  (including  any
electronic message,  Internet or intranet website posting or other distribution)
believed  by it to be  genuine  and to  have  been  signed,  sent  or  otherwise
authenticated  by the proper Person.  The Agent also may rely upon any statement
made to it orally or by  telephone  and  believed by it to have been made by the
proper  Person,  and shall  not incur any  liability  for  relying  thereon.  In
determining  compliance with any condition hereunder to the making of a Loan, or
the  issuance of a Letter of Credit,  that by its terms must be fulfilled to the
satisfaction  of a Lender or the L/C  Issuer,  the Agent may  presume  that such
condition  is  satisfactory  to such  Lender or the L/C Issuer  unless the Agent
shall have  received  notice to the contrary  from such Lender or the L/C Issuer
prior to the making of such Loan or the  issuance of such Letter of Credit.  The
Agent may consult  with legal  counsel  (who may be counsel for the  Borrowers),
independent  accountants  and other  experts  selected  by it,  and shall not be
liable for any action taken or not taken by it in accordance  with the advice of
any such counsel, accountants or experts.

     12.5 Delegation of Duties.  The Agent may perform any and all of its duties
and exercise its rights and powers hereunder or under any other Loan Document by
or through any one or more sub-agents  appointed by the Agent. The Agent and any
such sub-agent may perform any and all of its duties and exercise its rights and
powers  by  or  through  their  respective  Related  Parties.   The  exculpatory
provisions of this Article shall apply to any such  sub-agent and to the Related
Parties of the Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities  provided
for herein as well as activities as Agent.

     12.6 Resignation of Agent. (a) The Agent may at any time give notice of its
resignation to the Lenders,  the L/C Issuer and the Borrower Agent. Upon receipt
of any such notice of resignation, the Required Lenders shall have the right, in
consultation  with the Borrower Agent, to appoint a successor,  which shall be a
bank with an office in the United States,  or an Affiliate of any such bank with
an  office  in the  United  States.  If no such  successor  shall  have  been so
appointed  by the  Required  Lenders and shall have  accepted  such  appointment
within 30 days after the retiring  Agent gives notice of its  resignation,  then
the  retiring  Agent may on behalf of the Lenders and the L/C Issuer,  appoint a
successor Agent meeting the qualifications set forth above; provided that if the
Agent shall notify the Borrower Agent and the Lenders that no qualifying  Person
has accepted such appointment,  then such resignation  shall nonetheless  become
effective in  accordance  with such notice and (1) the  retiring  Agent shall be
discharged  from its duties and  obligations  hereunder and under the other Loan
Documents (except that in the case of any collateral  security held by the Agent
on behalf of the Lenders or the L/C Issuer under any of the Loan Documents,  the
retiring Agent shall continue to hold such  collateral  security until such time
as a successor  Agent is  appointed)  and (2) all payments,  communications  and
determinations  provided to be made by, to or through the Agent shall instead be
made by or to each  Lender and the L/C Issuer  directly,  until such time as the
Required  Lenders  appoint  a  successor  Agent as  provided  for  above in this
Section.  Upon the acceptance of

                                      -42-
<PAGE>

a successor's  appointment as Agent  hereunder,  such successor shall succeed to
and become vested with all of the rights,  powers,  privileges and duties of the
retiring (or retired) Agent, and the retiring Agent shall be discharged from all
of its duties and  obligations  hereunder or under the other Loan  Documents (if
not already  discharged  therefrom as provided above in this Section).  The fees
payable by the  Borrowers  or Borrower  Agent to a successor  Agent shall be the
same as those payable to its  predecessor  unless  otherwise  agreed between the
Borrowers and such successor.  After the retiring Agent's resignation  hereunder
and under the other Loan  Documents,  the provisions of this Article and Section
13.6 shall  continue  in effect  for the  benefit of such  retiring  Agent,  its
sub-agents and their respective  Related Parties in respect of any actions taken
or  omitted to be taken by any of them  while the  retiring  Agent was acting as
Agent.

          (b) Any  resignation  by Bank of  America  as  Agent  pursuant to this
Section shall also constitute its resignation as L/C Issuer. Upon the acceptance
of a  successor's  appointment  as Agent  hereunder,  (a) such  successor  shall
succeed to and become  vested with all of the  rights,  powers,  privileges  and
duties  of the  retiring  L/C  Issuer,  (b) the  retiring  L/C  Issuer  shall be
discharged  from all of their  respective  duties and  obligations  hereunder or
under the other Loan  Documents,  and (c) the  successor  L/C Issuer shall issue
letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such  succession or make other  arrangement  satisfactory  to the
retiring L/C Issuer to  effectively  assume the  obligations of the retiring L/C
Issuer with respect to such Letters of Credit.

     12.7  Non-Reliance  on Agent and Other  Lenders.  Each  Lender  and the L/C
Issuer  acknowledges  that it has,  independently  and without reliance upon the
Agent or any other  Lender  or any of their  Related  Parties  and based on such
documents  and  information  as it has deemed  appropriate,  made its own credit
analysis  and  decision  to enter into this  Agreement.  Each Lender and the L/C
Issuer also acknowledges  that it will,  independently and without reliance upon
the Agent or any other Lender or any of their Related  Parties and based on such
documents  and  information  as it shall  from  time to time  deem  appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this  Agreement,  any other Loan  Document or any related  agreement or any
document furnished hereunder or thereunder.

     12.8  Agent  May File  Proofs  of  Claim.  In case of the  pendency  of any
receivership, insolvency, liquidation, bankruptcy, reorganization,  arrangement,
adjustment, composition or other judicial proceeding relative to any Borrower or
other Obligor,  the Agent  (irrespective of whether the principal of any Loan or
L/C  Obligation  shall  then  be due  and  payable  as  herein  expressed  or by
declaration or otherwise and  irrespective  of whether the Agent shall have made
any demand on the Borrowers) shall be entitled and empowered, by intervention in
such proceeding or otherwise

          (a) to file and  prove a claim  for  the whole amount of the principal
and interest owing and unpaid in respect of the Loans,  L/C  Obligations and all
other  Obligations that are owing and unpaid and to file such other documents as
may be necessary  or  advisable in order to have the claims of the Lenders,  the
L/C Issuer and the Agent  (including any claim for the reasonable  compensation,
expenses,  disbursements  and  advances of the  Lenders,  the L/C Issuer and the
Agent and their  respective  agents

                                      -43-
<PAGE>

and counsel and all other amounts due the Lenders,  the L/C Issuer and the Agent
under the Fee Letter and Section 13.6) allowed in such judicial proceeding; and

          (b)  to  collect and receive any monies or other  property  payable or
deliverable on any such claims and to distribute the same;

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each  Lender and the L/C Issuer to make such  payments  to the Agent and, in the
event that the Agent shall  consent to the making of such  payments  directly to
the  Lenders  and the L/C  Issuer,  to pay to the Agent any  amount  due for the
reasonable compensation,  expenses,  disbursements and advances of the Agent and
its agents and counsel, and any other amounts due the Agent under the Fee Letter
and Section 13.6.

     Nothing  contained  herein  shall  be  deemed  to  authorize  the  Agent to
authorize  or  consent  to or accept or adopt on behalf of any Lender or the L/C
Issuer  any  plan of  reorganization,  arrangement,  adjustment  or  composition
affecting the  Obligations or the rights of any Lender or to authorize the Agent
to vote in respect of the claim of any Lender in any such proceeding.

     12.9  Collateral  and  Guaranty  Matters.  The  Lenders  and the L/C Issuer
irrevocably authorize the Agent, at its option and in its discretion,

          (a)  to  release  any Lien on any  property  granted to or held by the
Agent  under any Loan  Document  (i) upon  termination  of the  Commitments  and
payment  in full  of all  Obligations  (other  than  contingent  indemnification
obligations)  and the expiration or  termination of all Letters of Credit,  (ii)
that is sold or to be sold as part of or in connection  with any sale  permitted
hereunder or under any other Loan Document, or (iii) subject to Section 13.9, if
approved, authorized or ratified in writing by the Required Lenders;

          (b) to  subordinate  any Lien on any  property  granted  to or held by
the Agent  under any Loan  Document  to the holder of any Lien on such  property
that is permitted by Section 10.2; and

          (c) to release any  Guarantor  from its obligations under the Guaranty
if such Person ceases to be a Subsidiary as a result of a transaction  permitted
hereunder.

     Upon request by the Agent at any time, the Required Lenders will confirm in
writing  the  Agent's  authority  to  release or  subordinate  its  interest  in
particular  types or items of  property,  or to release any  Guarantor  from its
obligations under the Guaranty pursuant to this Section 12.9.

                                      -44-
<PAGE>

                                   ARTICLE 13
                                  MISCELLANEOUS

     13.1 Notices. Notices and other communications provided for herein shall be
in writing and shall be delivered by hand or overnight  courier service,  mailed
or sent by telecopy or other telegraphic communications equipment of the sending
party, as follows:

          (a) if to Borrower Agent or any Borrower, to it c/o Euronet Worldwide,
Inc., as Borrower Agent at 4601 College  Boulevard,  Suite 300, Leawood,  Kansas
66211 (Facsimile: 913-327-1921).

          (b)  if  to   the   Agent,   to it at PO  Box  219038,  MO8-060-12-02,
64121-9038,  Attention:  Middle Market Banking (Facsimile:  816-979-7174) (if by
hand delivery or overnight courier service then to 1200 Main, Suite 1400, Kansas
City, Missouri 64105, Attention:  Middle Market Banking) with a required copy to
Scott Long,  Lathrop & Gage L.C., 2345 Grand  Boulevard,  Kansas City,  Missouri
64108 (Facsimile: 816/292-2001);

or to such other  address or  telecopy  number as any party may direct by notice
given as provided in this  Section  13.1.  All notices and other  communications
given to any party hereto in accordance  with the  provisions of this  Agreement
shall be deemed to have been given on the date of receipt if  delivered  by hand
or  overnight   courier  service  or  sent  by  telecopy  or  other  telegraphic
communications  equipment  of the  sender,  if  received on or before 5:00 p.m.,
local time of the  recipient,  on a Business Day, or on the next Business Day if
received  after 5:00 p.m.  on a Business  Day or on a day that is not a Business
Day,  or on the date five (5)  Business  Days after  dispatch  by  certified  or
registered  mail if mailed,  in each case  delivered,  sent or mailed  (properly
addressed) to such party as provided in this Section 13.1 or in accordance  with
the latest  unrevoked  direction  from such party given in accordance  with this
Section 13.1.

     13.2 Additional Subsidiaries. Each U.S. Subsidiary of any Borrower that was
not a U.S.  Subsidiary of a Borrower or was not in existence on the date of this
Agreement is required to enter into this Agreement promptly upon becoming such a
U.S.  Subsidiary.  Upon execution and delivery by Agent and such U.S. Subsidiary
of an instrument in the form of Exhibit 13.2 hereto,  such U.S. Subsidiary shall
become a Borrower  hereunder  with the same  force and  effect as if  originally
named as a Borrower  herein.  The execution and delivery of any such  instrument
shall not  require  the  consent  of any  Borrower  hereunder.  The  rights  and
obligations  of each  Borrower  hereunder  shall remain in full force and effect
notwithstanding the addition of any new Borrower as a party to this Agreement.

     13.3 Survival of Agreement. All covenants, agreements,  representations and
warranties  made  by the  Borrowers  herein  and in the  certificates  or  other
instruments  prepared  or  delivered  in  connection  with or  pursuant  to this
Agreement or any other Loan  Document  shall be  considered  to have been relied
upon by the Agent and the Lenders and shall survive the making by the Lenders of
the Loans and the execution and delivery to the Lenders of the Notes, regardless
of any  investigation  made by the Agent of the

                                      -45-
<PAGE>

Lenders or on its behalf, and shall continue in full force and effect as long as
the  principal of or any accrued  interest on any Loan or any other  Obligations
are outstanding.

     13.4 Binding Effect.  This Agreement  shall become  effective when it shall
have been  executed by the  Borrower  Agent,  the  Borrowers,  the Agent and the
Lenders  and  thereafter  shall be binding  upon and inure to the benefit of the
Borrower  Agent,  the  Borrowers,  the Agent,  the Lenders and their  respective
successors and permitted assigns, except that neither the Borrower Agent nor any
Borrower  shall  have the right to assign or  delegate  any of their  respective
rights or duties  hereunder or any  interest  herein  without the prior  written
consent of the Agent.

     13.5  Successors  and Assigns;  Participations.  (a) The provisions of this
Agreement  shall be binding upon and inure to the benefit of the parties  hereto
and their  respective  successors  and  assigns  permitted  hereby,  except that
neither the Borrowers nor any other Obligor may assign or otherwise transfer any
of its rights or obligations  hereunder without the prior written consent of the
Agent and each Lender and no Lender may assign or otherwise  transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the  provisions  of  subsection  (b) of this Section  13.5,  (ii) by way of
participation  in  accordance  with the  provisions  of  subsection  (d) of this
Section 13.5,  or (iii) by way of pledge or  assignment  of a security  interest
subject to the  restrictions  of  subsection  (f) of this  Section 13.5 (and any
other  attempted  assignment  or transfer by any party  hereto shall be null and
void).  Nothing in this Agreement,  expressed or implied,  shall be construed to
confer  upon  any  Person  (other  than the  parties  hereto,  their  respective
successors and assigns permitted hereby,  Participants to the extent provided in
subsection (d) of this Section and, to the extent expressly contemplated hereby,
the Related  Parties of each of the Agent,  the L/C Issuer and the  Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b)  Assignments by Lenders. Any Lender may at any time assign to  one
or more Eligible  Assignees all or a portion of its rights and obligations under
this  Agreement  (including  all or a portion  of its  Commitment  and the Loans
(including  for  purposes  of  this  subsection  (b),   participations   in  L/C
Obligations) at the time owing to it); provided that

              (i)  except in the case of an  assignment of the entire  remaining
          amount of the assigning Lender's  Commitment and the Loans at the time
          owing  to  it or in  the  case  of an  assignment  to a  Lender  or an
          Affiliate  of a Lender or an Approved  Fund with  respect to a Lender,
          the  aggregate  amount  of the  Commitment  (which  for  this  purpose
          includes Loans  outstanding  thereunder)  or, if the Commitment is not
          then in effect, the principal  outstanding balance of the Loans of the
          assigning Lender subject to each such assignment, determined as of the
          date the Assignment and Assumption  with respect to such assignment is
          delivered  to the  Agent  or,  if  "Trade  Date" is  specified  in the
          Assignment  and  Assumption,  as of the Trade Date,  shall not be less
          than  $1,000,000  unless each of the Agent and, so long as no Event of
          Default  has  occurred  and  is  continuing,  the

                                      -46-
<PAGE>

          Borrower  otherwise consents (each such consent not to be unreasonably
          withheld or delayed);

              (ii)   each partial assignment shall  be  made  as  an  assignment
          of a  proportionate  part of all the  assigning  Lender's  rights  and
          obligations  under  this  Agreement  with  respect to the Loans or the
          Commitment assigned;

              (iii) any assignment of a Commitment must be approved by the Agent
          and the L/C Issuer unless the Person that is the proposed  assignee is
          itself a Lender (whether or not the proposed  assignee would otherwise
          qualify as an Eligible Assignee);

              (iv) the parties to each assignment  shall  execute and deliver to
          the Agent an Assignment and Assumption, together with a processing and
          recordation fee of $3,500, and the Eligible Assignee,  if it shall not
          be a Lender,  shall deliver to the Agent a  questionnaire  in the form
          provided by the Agent;

              (v)  so  long  as  no Default or Event of Default has occurred and
          continuing,  there shall be no more than two (2) Lenders  party to the
          Credit Agreement at any time without the consent of the Borrower Agent
          (such consent not to be unreasonably withheld or delayed); and

              (vi) after  giving  effect  to  any such assignment no Lender will
          hold exactly 50% of the Commitments.

Subject to acceptance and recording  thereof by the Agent pursuant to subsection
(c) of this  Section,  from and  after  the  effective  date  specified  in each
Assignment and Assumption,  the Eligible Assignee thereunder shall be a party to
this  Agreement and, to the extent of the interest  assigned by such  Assignment
and  Assumption,  have  the  rights  and  obligations  of a  Lender  under  this
Agreement,  and the  assigning  Lender  thereunder  shall,  to the extent of the
interest  assigned by such  Assignment  and  Assumption,  be  released  from its
obligations  under  this  Agreement  (and,  in the  case  of an  Assignment  and
Assumption  covering all of the assigning  Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto) but shall continue
to be entitled to the  benefits of Sections  3.5,  5.2 and 13.6 with  respect to
facts  and  circumstances   occurring  prior  to  the  effective  date  of  such
assignment.  Upon  request,  each  Borrower (at its expense)  shall  execute and
deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or  obligations  under  this  Agreement  that does not  comply  with this
subsection  shall be treated for  purposes of this  Agreement  as a sale by such
Lender of a  participation  in such rights and  obligations  in accordance  with
subsection (d) of this Section.

          (c)  Register.  The Agent, acting solely for this  purpose as an agent
of the Borrowers,  shall maintain at the Agent's principal office a copy of each
Assignment and Assumption  delivered to it and a register for the recordation of
the names and

                                      -47-
<PAGE>

addresses of the Lenders,  and the Commitments of, and principal  amounts of the
Loans and L/C  Obligations  owing to, each Lender  pursuant to the terms  hereof
from  time to time  (the  "Register").  The  entries  in the  Register  shall be
conclusive,  and the Borrowers,  the Agent and the Lenders may treat each Person
whose name is recorded in the Register  pursuant to the terms hereof as a Lender
hereunder  for all  purposes of this  Agreement,  notwithstanding  notice to the
contrary.  The  Register  shall  be  available  for  inspection  by  each of the
Borrowers and the L/C Issuer at any  reasonable  time and from time to time upon
reasonable prior notice.  In addition,  at any time that a request for a consent
for a material or  substantive  change to the Loan  Documents  is  pending,  any
Lender wishing to consult with other Lenders in connection therewith may request
and receive from the Agent a copy of the Register.

          (d)  Participations. Any Lender may at any time,  without  the consent
of, or notice to, the Borrowers or the Agent, sell  participations to any Person
(other than a natural person or a Borrower or any of the  Borrowers'  Affiliates
or Subsidiaries)  (each, a  "Participant")  in all or a portion of such Lender's
rights and/or  obligations  under this Agreement  (including all or a portion of
its Commitment  and/or the Loans (including such Lender's  participations in L/C
Obligations)  owing to it);  provided that (i) such Lender's  obligations  under
this  Agreement  shall remain  unchanged,  (ii) such Lender shall remain  solely
responsible to the other parties hereto for the performance of such  obligations
and (iii) the  Borrowers,  the  Agent,  the  Lenders  and the L/C  Issuer  shall
continue to deal solely and directly  with such Lender in  connection  with such
Lender's rights and obligations under this Agreement.

     Any  agreement  or  instrument  pursuant  to  which a Lender  sells  such a
participation  shall  provide  that such Lender  shall  retain the sole right to
enforce this Agreement and to approve any amendment,  modification  or waiver of
any provision of this Agreement;  provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any  amendment,  waiver or other  modification  requiring  the consent of all
Lenders or the Lenders effected thereby, that affects such Participant.  Subject
to subsection  (e) of this Section,  the Borrowers  agree that each  Participant
shall be  entitled  to the  benefits  of Section 5.2 to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to subsection
(b) of this Section. To the extent permitted by law, each Participant also shall
be entitled to the benefits of Section 13.7 as though it were a Lender.

          (e) Limitations upon  Participant  Rights.  A Participant shall not be
entitled to receive any greater  payment under  Section 5.2 than the  applicable
Lender would have been  entitled to receive  with  respect to the  participation
sold  to  such  Participant,  unless  the  sale  of the  participation  to  such
Participant is made with the  Borrowers'  prior written  consent.  A Participant
that would be a Foreign  Lender if it were a Lender shall not be entitled to the
benefits of Section 4.5(b) unless the Borrower is notified of the  participation
sold to such  Participant and such  Participant  agrees,  for the benefit of the
Borrower, to comply with Section 4.5(c) as though it were a Lender.

          (f)  Certain  Pledges.  Any Lender  may at any time  pledge  or assign
a security  interest  in all or any portion of its rights  under this  Agreement
(including  under

                                      -48-
<PAGE>

its Note, if any) to secure obligations of such Lender,  including any pledge or
assignment to secure  obligations  to a Federal  Reserve Bank;  provided that no
such pledge or assignment  shall release such Lender from any of its obligations
hereunder or substitute  any such pledgee or assignee for such Lender as a party
hereto.

          (g)  Electronic  Execution  of  Assignments.   The words  "execution,"
"signed," "signature," and words of like import in any Assignment and Assumption
shall be deemed to include  electronic  signatures  or the keeping of records in
electronic  form,  each of which shall be of the same legal effect,  validity or
enforceability  as a manually  executed  signature  or the use of a  paper-based
recordkeeping  system,  as the case may be, to the extent and as provided for in
any applicable law,  including the Federal  Electronic  Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act,
or any other  similar  state laws based on the Uniform  Electronic  Transactions
Act.

          (h)  Resignation as L/C Issuer after Assignment.  Notwithstanding any-
thing to the contrary  contained  herein, if at any time Bank of America assigns
all of its  Commitment  and Loans  pursuant  to  subsection  (b) above,  Bank of
America may, upon 30 days' notice to the Borrower and the Lenders, resign as L/C
Issuer. In the event of any such resignation as L/C Issuer,  the Borrowers shall
be entitled to appoint from among the Lenders a successor L/C Issuer  hereunder;
provided,  however,  that no  failure  by the  Borrowers  to  appoint  any  such
successor shall affect the resignation of Bank of America as L/C Issuer,  as the
case may be. If Bank of America  resigns as L/C Issuer,  it shall retain all the
rights and  obligations of the L/C Issuer  hereunder with respect to all Letters
of Credit  outstanding as of the effective date of its resignation as L/C Issuer
and all L/C Obligations with respect thereto (including the right to require the
Lenders to make Prime Rate  Loans or fund risk  participations  in  Unreimbursed
Amounts).

     13.6 Expenses; Indemnity.

          (a) The  Borrowers,  jointly  and  severally,  agree  to pay  all  out
-of-pocket  expenses  reasonably  incurred  by the  Lenders  and  the  Agent  in
connection  with the  preparation of this Agreement and the other Loan Documents
or in connection with any amendments, modifications or waivers of the provisions
hereof or thereof (whether or not the transactions  hereby contemplated shall be
consummated)  or  incurred by the Agent an the  Lenders in  connection  with the
enforcement  or protection of its rights in connection  with this  Agreement and
the other Loan Documents or in connection with the Loans made or the Note issued
hereunder,  including,  but not limited to, all  appraisal  fees  (equipment  or
otherwise),  filing fees and search fees, the fees, charges and disbursements of
Lathrop & Gage L.C.,  counsel for the Agent,  and, in  connection  with any such
amendment,  modification  or waiver or any such  enforcement or protection,  the
fees,  charges  and  disbursements  of any  other  counsel  for the Agent or the
Lenders.  The  Borrowers,  jointly and  severally,  further agrees that it shall
indemnify  the Agent  and the  Lenders  from and hold it  harmless  against  any
documentary taxes,  assessments or charges made by any Governmental Authority by
reason of the Loans or this Agreement or any of the other Loan Documents,  other
than taxes on the income of the Agent or any Lender.

                                      -49-
<PAGE>

          (b) The Borrowers, jointly and severally, agree to indemnify the Agent
and each Lender and their respective directors,  officers,  employees and agents
(each  such  person  being  called an  "Indemnitee")  against,  and to hold each
Indemnitee harmless from, any and all losses, claims,  damages,  liabilities and
related expenses,  including reasonable counsel fees, charges and disbursements,
incurred  by or  asserted  against  any  Indemnitee  arising  out of, in any way
connected  with,  or as a  result  of (i)  the  execution  or  delivery  of this
Agreement or any other Loan Document or any agreement or instrument contemplated
thereby, the performance by the parties thereto of their respective  obligations
thereunder or the consummation of the transactions  contemplated  thereby,  (ii)
the  making  of any Loans or the use of the  proceeds  of the Loans or (iii) any
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether  or not  any  Indemnitee  is a  party  thereto  (each  and  "Indemnified
Claims");  provided  that such  indemnity  shall not, as to any  Indemnitee,  be
available  to the extent  that such  losses,  claims,  damages,  liabilities  or
related  expenses (i) are  determined  by a court of competent  jurisdiction  by
final and nonappealable judgment to have resulted from the negligence or willful
misconduct of such Indemnitee and (ii) have not, in whole or in part, arisen out
of or resulted from any act, or omission to act, of any Borrower or any of their
Affiliates.

          (c) The provisions of this Section 13.6 shall remain operative and  in
full  force  and  effect  regardless  of the  expiration  of the  term  of  this
Agreement,  the  consummation  of  the  transactions  contemplated  hereby,  the
repayment of any of the Loans, the invalidity or unenforceability of any term or
provision of this Agreement or any other Loan Document or any investigation made
by or on behalf of the Agent or any Lender.  All amounts due under this  Section
13.6 shall be payable on written demand therefor.

     13.7 Right of Setoff.  If an Event of Default  shall have  occurred  and be
continuing,  the Agent and each Lender is hereby authorized at any time and from
time to time, to the fullest  extent  permitted by law, to set off and apply any
and all deposits (general or special,  time or demand,  provisional or final) at
any time held and other  indebtedness at any time owing by the Agent or any such
Lender to or for the  credit or the  account  of the  Borrower  Agent or any the
Borrower against any and all of the Obligations,  irrespective of whether or not
the Agent or such Lender shall have made any demand under this Agreement or such
other Loan Document and notwithstanding  that such Obligations may be unmatured.
The rights of the Agent and the Lenders  under this Section 13.7 are in addition
to other rights and remedies  (including other rights of setoff) which the Agent
of the Lenders may have.

     13.8 Applicable Law. This Agreement and the other Loan Documents, except as
otherwise expressly provided in such other Loan Documents,  shall be governed by
and construed and enforced under and in accordance with the laws of the State of
Missouri  applicable  to contracts  made and to be performed  wholly within said
state, without giving effect to choice of law or conflict of law principles.

     13.9 Waivers; Amendment. (a) No failure or delay of the Agent or any Lender
in exercising any power or right  hereunder  shall operate as a waiver  thereof,
nor

                                      -50-
<PAGE>

shall any single or partial  exercise  of any such right or power  preclude  any
other or further  exercise  thereof or the exercise of any other right or power.
The rights and  remedies  of the Agent and each Lender  hereunder  and under the
other Loan  Documents  are  cumulative  and are not  exclusive  of any rights or
remedies which the Agent or the Lenders would  otherwise  have. No waiver of any
provision  of this  Agreement  or any other  Loan  Document  or  consent  to any
departure by the Borrower Agent or any Borrower  therefrom shall in any event be
effective unless the same shall be contained in a written  instrument  signed by
the Agent and the  Required  Lender,  and then such  waiver or consent  shall be
effective only in the specific  instance and for the purpose for which given. No
notice or demand on Borrower  Agent or any  Borrower  in any case shall  entitle
Borrower  Agent or any  Borrower  to any  other or  further  notice or demand in
similar or other circumstances. Notwithstanding the foregoing:

               (i) without the prior written  consent of Agent,  no amendment or
          waiver shall be effective  with respect to any provision in any of the
          Loan  Documents  (including  Section 12) to the extent such  provision
          relates to the rights, duties, immunities or discretion of Agent;

               (ii)  without the prior  written  consent of the L/C  Issuer,  no
          amendment or waiver with respect to the  provisions of Article 3 shall
          be effective;

               (iii) without the prior written consent of all Lenders, no waiver
          of any Default or Event of Default  shall be  effective if the Default
          or Event of Default  relates to any  Borrower's  failure to observe or
          perform any  covenant  that may not be amended  without the  unanimous
          written consent of Lenders (and,  where so provided  hereinafter,  the
          written  consent of Agent) as  hereinafter  set forth in this  Section
          13.9; and

               (iv)  written  agreement  of all  Lenders  (except  a  defaulting
          Lender) shall be required to effectuate any amendment, modification or
          waiver that would (a)

                    A. increase or extend the Commitment of any Lender;

                    B. postpone or delay any date fixed by this Agreement or any
               other Loan Document for any payment of principal,  interest, fees
               or other amounts due to the Lenders (or any of them) hereunder or
               under any other Loan Document;

                    C.  reduce  the  principal  of,  or  the  rate  of  interest
               specified  herein  on any  Loan,  or any  fees or  other  amounts
               payable hereunder or under any other Loan Document;

                    D.  change  the  percentage  of  the  Commitments  or of the
               aggregate unpaid principal amount of the Revolving Loans which is
               required  for the  Lenders  or any of them  to  take  any  action

                                      -51-
<PAGE>

               hereunder;   provided   that   Schedule  E-1  hereto   (Revolving
               Commitments)  may be amended  from time to time by Agent alone to
               reflect assignments of Commitments in accordance herewith so long
               as  the  total  of the  Commitments  is not  modified  except  as
               otherwise permitted hereunder;

                    E. amend this  Section or any  provision  of this  Agreement
               providing for consent or other action by all Lenders;

                    F. release  Collateral other than as expressly  permitted by
               this Agreement; or

                    G. change the definitions "Required Lenders";

          (b) If  any  fees  are  paid  to  the  Lenders  as  consideration  for
amendments,  waivers or  consents  with  respect to this  Agreement,  at Agent's
election,  such  fees  may be paid  only to  those  Lenders  that  agree to such
amendments,  waivers  or  consents  within  the time  specified  for  submission
thereof.

          (c) If, in connection with any proposed  amendment,  waiver or consent
(a  "Proposed  Change")  requiring  the consent of all  Lenders,  the consent of
Required  Lenders is obtained,  but the consent of other Lenders is not obtained
(any such Lenders whose consent is not obtained a "Non-Consenting Lender") then,
so long as the Agent is not a Non-Consenting Lender, at a Borrower's request, an
Eligible  Assignee  selected by the Borrower  Agent or otherwise  shall have the
right (but not the obligation) with the Agent's  approval,  to purchase from the
Non-Consenting  Lenders,  and the  Non-Consenting  Lenders agree that they shall
sell, all the  Non-Consenting  Lenders'  Commitments  for an amount equal to the
principal  balances  thereof  and all  accrued  interest  and fees with  respect
thereto  through  the date of sale  pursuant  to an  assignment  and  acceptance
agreement, without premium or discount.

     13.10  Suretyship  Waivers.  Each  Borrower  hereby  expressly  waives  (a)
diligence,  presentment,  demand for payment, protest, benefit of any statute of
limitations affecting such Borrower's liability under this Agreement or the Loan
Documents; (b) discharge due to any disability of any Borrower; (c) any defenses
of any Borrower to  obligations  under this  Agreement or the Loan Documents not
arising under the express terms of this  Agreement or the Loan Documents or from
a material breach thereof by Agent of the Lenders which under applicable law has
the effect of  discharging  any Borrower from the  obligations  as to which this
Agreement  is sought to be  enforced;  (d) the benefit of any act or omission by
Agent  of the  Lenders  which  directly  or  indirectly  results  in or aids the
discharge of any  Borrower  from any of the  Obligations  by operation of law or
otherwise;  (e) except as expressly  provided  herein,  all notices  whatsoever,
including,  without  limitation,  notice of  acceptance  of the incurring of the
Indebtedness;  (f) any right it may have to require  the Agent of the Lenders to
disclose  to it any  information  that  the  Agent  or the  Lenders  may  now or
hereafter  acquire  concerning the financial  condition or any circumstance that
bears  on the risk of  nonpayment  by any  other  Borrower,  including,  without
limitation,  the release of such other Borrower from the

                                      -52-
<PAGE>

Indebtedness;  and (g) any requirement that the Agent of the Lenders exhaust any
right,  power or remedy or  proceed  against  any  other  Borrower  or any other
security  for, or any  guarantor  of, or any other party  liable for, any of the
Indebtedness,  or any portion thereof. Each Borrower specifically agrees that it
shall not be  necessary  or  required,  and  Borrowers  shall not be entitled to
require,  that the Agent or the  Lenders  (i) file suit or  proceed to assert or
obtain a claim for personal  judgment  against any other Borrower for all or any
part of the  Indebtedness;  (ii) make any effort at collection or enforcement of
all or any part of the Obligations from any Borrower; (iii) foreclose against or
seek to realize upon any security now or hereafter  existing for all or any part
of the  Indebtedness;  (iv) file suit or proceed to obtain or assert a claim for
personal  judgment  against any Borrower or any  guarantor or other party liable
for all or any party of the Indebtedness; (v) exercise or assert any other right
or remedy to which the Agent or any Lender is or may be entitled  in  connection
with the Obligations or any security or guaranty  relating thereto to assert; or
(vi) file any claim against  assets of one Borrower  before or as a condition of
enforcing the liability of any other  Borrower  under this Agreement or the Loan
Documents.

     Without limiting the foregoing in any way, each Borrower hereby irrevocably
waives and releases:

          (a) Any and all  rights  it may  have  at any  time  (whether  arising
directly or indirectly,  by operation of law,  contract or otherwise) to require
the  marshaling of any assets of any Borrower,  which right of marshaling  might
otherwise arise from any such payments made or Obligations performed;

          (b) Until such time as the  Obligations  have been  satisfied in full,
any and all rights that would result in such Borrower  being deemed a "Creditor"
under the  United  States  Bankruptcy  Code of any other  Borrower  or any other
person,  on account of payments made or Obligations  performed by such Borrower;
and

          (c) Until such time as the  Obligations  have been  satisfied in full,
any claim,  right or remedy which it may now have or hereafter  acquire  against
any other  Borrower  that arises  hereunder  and/or from the  performance  by it
hereunder  including,   without  limitation,  any  claim,  remedy  or  right  of
subrogation,  reimbursement,   exoneration,  contribution,   indemnification  or
participation  in any claim,  right or remedy of the Agent or any Lender against
any other Borrower or any collateral  security which the Agent or any Lender now
has or may hereafter acquire,  whether or not such claim, right or remedy arises
in equity, under contract, by statute, under common law or otherwise."

     13.11 Interest Rate Limitation.  Notwithstanding  anything herein or in the
Note to the contrary, if at any time the applicable interest rate, together with
all fees and  charges  which  are  treated  as  interest  under  applicable  law
(collectively  the  "Charges"),  as provided for herein or in any other document
executed in connection herewith, or otherwise contracted for, charged, received,
taken or reserved by the Agent or the Lenders,  shall exceed the maximum  lawful
rate (the "Maximum Rate") which may be contracted for, charged,  taken, received
or reserved by the Agent or the Lenders in

                                      -53-
<PAGE>

accordance  with  applicable  law, the rate of interest  payable under the Note,
together with all Charges payable to the Agent or the Lenders,  shall be limited
to the Maximum Rate.

     13.12  Entire  Agreement.  This  Agreement  and the  other  Loan  Documents
constitute  the entire  contract  between  the  parties  relative to the subject
matter  hereof.  Any  previous  agreement  among the parties with respect to the
subject  matter  hereof is  superseded  by this  Agreement  and the  other  Loan
Documents.  Nothing in this Agreement or in the other Loan Documents,  expressed
or implied,  is intended to confer upon any party other than the parties  hereto
and thereto any rights, remedies,  obligations or liabilities under or by reason
of this Agreement or the other Loan Documents.

     13.13  Severability.  In the  event  any  one  or  more  of the  provisions
contained  in this  Agreement  or in any  other  Loan  Document  should  be held
invalid,  illegal or  unenforceable in any respect,  the validity,  legality and
enforceability  of the remaining  provisions  contained herein and therein shall
not in any way be affected or impaired  thereby.  The parties shall  endeavor in
good  faith  negotiations  to replace  the  invalid,  illegal  or  unenforceable
provisions with valid  provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

     13.14  Counterparts.  This  Agreement  may  be  executed  in  two  or  more
counterparts,  all of  which  when  taken  together  shall  constitute  but  one
contract, and shall become effective as provided in Section 13.4.

13.15 Headings.  Section  headings and the Table of Contents used herein are for
convenience  of reference  only,  are not part of this  Agreement and are not to
affect the construction  of, or to be taken into  consideration in interpreting,
this Agreement.

     13.16 Jurisdiction; Consent to Service of Process.

          (a) Each Borrower hereby irrevocably and unconditionally  submits, for
itself and its property, to the nonexclusive  jurisdiction of any Missouri state
court or the federal court for the Western  District of Missouri,  any appellate
court from any thereof,  in any action or proceeding  arising out of or relating
to this Agreement or the other Loan Documents or for  recognition or enforcement
of any  judgment,  and  each  of  the  parties  hereto  hereby  irrevocably  and
unconditionally  agrees  that  all  claims  in  respect  of any such  action  or
proceeding  may be heard and determined in such Missouri state or, to the extent
permitted by law, in such federal court.  Each of the parties hereto agrees that
a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement shall affect any right that the Agent
or the Lenders may otherwise have to bring any action or proceeding  relating to
this  Agreement  or  the  other  Loan  Documents  against  any  Borrower  or its
properties in the courts of any jurisdiction.

          (b)  Each  Borrower  and  Borrower   Agent  hereby   irrevocably   and
unconditionally  waives, to the fullest extent it may legally and effectively do
so, any objection  which it may now or hereafter  have to the laying of venue of
any suit,  action

                                      -54-
<PAGE>

or  proceeding  arising out of or relating to this  agreement  or the other Loan
Documents in any Missouri state court or federal court for the Western  District
of  Missouri.  Each of the parties  hereto  hereby  irrevocably  waives,  to the
fullest  extent  permitted by law, the defense of an  inconvenient  forum to the
maintenance of such action or proceeding in any such court.

          (c) Each party to this  Agreement  irrevocably  consents to service of
process in the manner  provided  for  notices in Section  13.1.  Nothing in this
Agreement  will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

     13.17 Terms Generally.  The definitions  contained in this Agreement and in
Exhibit 1 hereto  shall apply  equally to both the  singular and plural forms of
the terms defined.  Whenever the context may require,  any pronoun shall include
the  corresponding  masculine,  feminine and neuter forms.  The words "include,"
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation." All references herein to Articles, Sections, Exhibits and Schedules
shall be deemed  references  to  Articles  and  Sections  of, and  Exhibits  and
Schedules to, this Agreement unless the context shall otherwise require.  Except
as otherwise  expressly provided herein, all terms of an accounting or financial
nature  shall be construed in  accordance  with GAAP,  as in effect from time to
time, provided,  however,  that, for purposes of determining compliance with any
covenant  set forth in Article 9, such terms shall be  construed  in  accordance
with  GAAP  as in  effect  on the  date  of this  Agreement  applied  on a basis
consistent  with the  application  used in preparing  the  Borrowers'  financial
statements referred to in Article 9.

     13.18 USA  PATRIOT  Act  Notice.  Each  Lender  that is  subject to the USA
Patriot Act and the Agent (for  itself and not on behalf of any  Lender)  hereby
notifies the Borrowers that pursuant to the  requirements of the USA Patriot Act
(Title III of Pub.  L.  107-56  (signed  into law  October  26,  2001)) (the "US
Patriot  Act"),  it is required to obtain,  verify and record  information  that
identifies  each Borrower,  which  information  includes the name and address of
each Borrower and other information that will allow such Lender or the Agent, as
applicable, to identify each Borrower in accordance with the Act.

     13.19  ARBITRATION.  EXCEPT  AS SET OUT  BELOW,  ANY  CONTROVERSY  OR CLAIM
BETWEEN OR AMONG THE PARTIES HERETO,  INCLUDING BUT NOT LIMITED TO THOSE ARISING
OUT OF OR RELATING TO THIS  AGREEMENT OR ANY RELATED  DOCUMENTS,  INCLUDING  ANY
CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT (COLLECTIVELY, "CLAIM"), SHALL BE
DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH THE FEDERAL ARBITRATION ACT
(OR IF NOT  APPLICABLE,  THE  APPLICABLE  STATE LAW),  THE RULES OF PRACTICE AND
PROCEDURE FOR THE ARBITRATION OF COMMERCIAL  DISPUTES OF J.A.M.S./  ENDISPUTE OR
ANY SUCCESSOR THEREOF ("J.A.M.S."),  AND THE "SPECIAL RULES" SET FORTH BELOW. IN
THE EVENT OF ANY INCONSISTENCY,  THE SPECIAL RULES SHALL CONTROL.  JUDGMENT UPON
ANY ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY
TO THIS  AGREEMENT  MAY  BRING AN  ACTION,  INCLUDING  A  SUMMARY  OR  EXPEDITED
PROCEEDING,  TO COMPEL ARBITRATION OF ANY CLAIM IN

                                      -55-
<PAGE>

ANY COURT HAVING  JURISDICTION OVER SUCH ACTION. THE INSTITUTION AND MAINTENANCE
OF AN ACTION FOR ANY JUDICIAL  RELIEF SHALL NOT CONSTITUTE A WAIVER OF THE RIGHT
OF ANY PARTY, INCLUDING THE PLAINTIFF, TO SUBMIT THE CLAIM TO ARBITRATION IF ANY
OTHER PARTY CONTESTS SUCH ACTION FOR JUDICIAL RELIEF.

          (a) SPECIAL RULES. ANY ARBITRATION SHALL BE CONDUCTED IN THE COUNTY OF
BORROWER'S DOMICILE AT THE TIME OF THE EXECUTION OF THIS AGREEMENT,  OR IF THERE
IS REAL OR  PERSONAL  PROPERTY  COLLATERAL,  IN THE  COUNTY  WHERE  SUCH REAL OR
PERSONAL PROPERTY IS LOCATED,  AND ADMINISTERED BY J.A.M.S.  WHO WILL APPOINT AN
ARBITRATOR;  IF J.A.M.S.  IS UNABLE OR LEGALLY PRECLUDED FROM  ADMINISTERING THE
ARBITRATION,   THEN  THE  AMERICAN  ARBITRATION   ASSOCIATION  WILL  SERVE.  ALL
ARBITRATION  HEARINGS  WILL  BE  COMMENCED  WITHIN  90 DAYS  OF THE  DEMAND  FOR
ARBITRATION;  FURTHER,  THE ARBITRATION  SHALL ONLY, UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE  COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60
DAYS. ANY DISPUTE  CONCERNING THIS  ARBITRATION  PROVISION OR WHETHER A CLAIM IS
ARBITRABLE SHALL BE DETERMINED BY THE ARBITRATOR.  THE ARBITRATOR SHALL HAVE THE
POWER TO AWARD LEGAL FEES PURSUANT TO THE TERMS OF THIS AGREEMENT.

          (b) RESERVATION OF RIGHTS. NOTHING IN THIS ARBITRATION PROVISION SHALL
BE DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS  CONTAINED IN THIS AGREEMENT;  OR (II) BE A
WAIVER BY BANK OF THE  PROTECTION  AFFORDED  TO IT BY 12 U.S.C.  SEC.  91 OR ANY
SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF ANY PARTY HERETO
(A) TO EXERCISE SELF HELP  REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF,  OR (B)
TO FORECLOSE AGAINST OR SELL ANY REAL OR PERSONAL PROPERTY OR COLLATERAL, OR (C)
TO  OBTAIN  FROM A COURT  PROVISIONAL  OR  ANCILLARY  REMEDIES  SUCH AS (BUT NOT
LIMITED TO)  INJUNCTIVE  RELIEF,  WRIT OF  POSSESSION  OR THE  APPOINTMENT  OF A
RECEIVER,  ANY PARTY MAY  EXERCISE  SUCH SELF  HELP  RIGHTS,  FORECLOSE  OR SELL
COLLATERAL OR OBTAIN SUCH PROVISIONAL OR ANCILLARY  REMEDIES  BEFORE,  DURING OR
AFTER THE  PENDENCY  OF ANY  ARBITRATION  PROCEEDING  BROUGHT  PURSUANT  TO THIS
AGREEMENT.  NONE OF THESE ACTIONS SHALL  CONSTITUTE A WAIVER OF THE RIGHT OF ANY
PARTY, INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CLAIM OCCASIONING RESORT TO SUCH REMEDIES OR PROCEDURES.

          (c) WAIVER OF CERTAIN  DAMAGES.  THE PARTIES HERETO WAIVE ANY RIGHT OR
REMEDY  EITHER MAY HAVE  AGAINST  THE OTHER TO  RECOVER  PUNITIVE  OR  EXEMPLARY
DAMAGES ARISING OUT

                                      -56-
<PAGE>

OF ANY CLAIM WHETHER THE CLAIM IS RESOLVED BY ARBITRATION OR BY JUDICIAL ACTION.

        ORAL  AGREEMENTS  OR  COMMITMENTS  TO LOAN  MONEY,  EXTEND  CREDIT OR TO
        FORBEAR FROM ENFORCING  REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND
        OR RENEW SUCH DEBT ARE NOT  ENFORCEABLE.  TO PROTECT YOU (BORROWERS) AND
        US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE
        REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING,  WHICH IS THE
        COMPLETE AND EXCLUSIVE  STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS
        WE MAY LATER AGREE IN WRITING TO MODIFY IT.

        THIS DOCUMENT,  TOGETHER WITH OTHER WRITTEN AGREEMENTS BETWEEN BORROWERS
        AND  BANK OF  AMERICA,  N.A.,  IS THE  FINAL  EXPRESSION  OF THE  CREDIT
        AGREEMENT BETWEEN SUCH PARTIES. THIS DOCUMENT MAY NOT BE CONTRADICTED BY
        EVIDENCE OF PRIOR OR  CONTEMPORANEOUS  ORAL CREDIT  AGREEMENTS  OR PRIOR
        WRITTEN CREDIT  AGREEMENTS  BETWEEN SUCH PARTIES RELATING TO THE SUBJECT
        MATTER HEREOF. ANY ADDITIONAL TERMS OF THE CREDIT AGREEMENT BETWEEN SUCH
        PARTIES ARE SET FORTH BELOW.

        THERE ARE NO SUCH ORAL AGREEMENTS BETWEEN SUCH PARTIES.



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                                      -57-
<PAGE>

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the 25th
day of October,  2004,  by their duly  authorized  officers,  effective  for all
purposes as of October 25, 2004.

     THIS  AGREEMENT  CONTAINS  A  BINDING  ARBITRATION  PROVISION  WHICH MAY BE
ENFORCED BY THE PARTIES.

BORROWERS:

                                            EURONET WORLDWIDE, INC.,
                                            a Delaware corporation


                                            By:    /s/ Rick Weller
                                                   ----------------------------
                                            Name:  Rick Weller
                                                   ----------------------------
                                            Title: EVP & CFO
                                                   ----------------------------



                                            PAYSPOT, INC.,
                                            a Delaware corporation

                                            By:    /s/ Jeff Newman
                                                   ----------------------------
                                            Name:  Jeff Newman
                                                   ----------------------------
                                            Title: Vice President
                                                   ----------------------------



                                            EURONET USA, INC.,
                                            an Arkansas corporation


                                            By:    /s/ Jeff Newman
                                                   ----------------------------
                                            Name:  Jeff Newman
                                                   ----------------------------
                                            Title: Vice President
                                                   ----------------------------



                                            PREPAID CONCEPTS, INC.,
                                            a California corporation


                                            By:    /s/ Jeff Newman
                                                   ----------------------------
                                            Name:  Jeff Newman
                                                   ----------------------------
                                            Title: Vice President
                                                   ----------------------------

                                      S-1
<PAGE>

                                            CALL PROCESSING, INC.,
                                            a Texas corporation


                                            By:    /s/ Charles J. Stimson
                                                   ----------------------------
                                            Name:  Charles J. Stimson
                                                   ----------------------------
                                            Title: President
                                                   ----------------------------



AGENT AND LENDER

                                            BANK OF AMERICA, N.A., a national
                                            banking association


                                            By:    /s/ William J. Hornung
                                                   ----------------------------
                                            Name:  William J. Hornung
                                                   ----------------------------
                                            Title: Senior Vice President
                                                   ----------------------------


                                      S-2
<PAGE>


                                    EXHIBIT 1

                                   DEFINITIONS

        For purposes of said Credit  Agreement,  the following  terms shall have
the meanings specified below:

        "Acquired Company" is defined in Section 10.4(e) of this Agreement.

        "Accrued Amount" is defined in Section 4.6(c) of this Agreement.

        "Acquisition"  shall  mean any  transaction,  or any  series of  related
transactions,  consummated  after  the  date of this  Agreement,  by  which  any
Borrower (in one  transaction  or as the most recent  transaction in a series of
transactions) (i) acquires any going business or all or substantially all of the
assets of any Person  (including,  in the case of a  corporation,  any  division
thereof), whether through purchase of assets, merger or otherwise, (ii) directly
or  indirectly  acquires  control of at least a majority (in number of votes) of
the  securities  of a  corporation  which have voting  power for the election of
directors,  or (iii)  directly  or  indirectly  acquires  control  of a majority
ownership interest in any partnership or joint venture.

        "Affiliate"  shall mean,  when used with respect to a specified  person,
another person that directly,  or indirectly through one or more intermediaries,
Controls  or is  Controlled  by or is  under  common  Control  with  the  person
specified and in any case shall include, when used with respect to any Borrower,
any joint venture in which such Borrower holds an equity interest.

        "Agent" is defined in the preamble to this Agreement.

        "Agreement" or "Credit  Agreement"  shall mean this Agreement,  together
with all exhibits and schedules hereto, as it may be amended from time to time.

        "Applicable Margin" is defined in Section 4.3 of this Agreement.

        "Approved  Fund" means any Fund that is administered or managed by (a) a
Lender,  (b) an  Affiliate  of a Lender or (c) an entity or an  Affiliate  of an
entity that administers or manages a Lender.

        "Assets" shall mean all assets which, under GAAP, would appear as assets
on the balance sheet of the Borrowers.

        "Assignment and Assumption"  means an assignment and assumption  entered
into by a Lender and an Eligible  Assignee  (with the consent of any party whose
consent is required by Section 13.5(b)),  and accepted by the Agent, in form and
substance approved by the Agent.

                                      E-1
<PAGE>

        "Availability  Date" is defined in first  paragraph of Article 6 of this
Agreement.

        "Bank of America" is defined in the preamble to this Agreement.

        "Billed Amount" is defined in Section 4.6(b) of this Agreement.

        "Borrower" and "Borrowers" is defined in the preamble to this Agreement.

        "Borrower Agent" is defined in Section 4.9 of this Agreement.

        "Business Day" shall mean any day (other than a day which is a Saturday,
Sunday or legal  holiday  in the  jurisdiction  in which the  Agent's  principal
office is  located)  on which  banks in the  jurisdiction  in which the  Agent's
principal office is located are open for business.

        "Capital Expenditures" shall mean, without duplication, (i) expenditures
(whether  paid in cash or accrued as a  liability)  for fixed  assets,  tooling,
plant and equipment  (including  without  limitation  the  incurrence of Capital
Lease Obligations),  and (ii) any other expenditures that would be classified as
capital  expenditures  under GAAP.  Capital  Expenditures  shall not include the
amount of consideration paid or any monetary  obligation  incurred in respect of
the purchase price for any Acquisition.

        "Capital  Lease   Obligations"   shall  mean,  as  to  any  Person,  the
obligations  of such  Person to pay rent or other  amounts  under a lease of (or
other  agreement  conveying  the right to use) real or personal  property  which
obligations  are required to be classified  and accounted for as a capital lease
on a  balance  sheet of such  Person  under  GAAP;  and,  for  purposes  of this
Agreement,  the  amount  of such  obligations  shall be the  capitalized  amount
thereof, determined in accordance with GAAP.

        "Cash Collateral  Account" shall mean a demand deposit,  money market or
other account  established by Agent at such  financial  institution as Agent may
select in its discretion,  which account shall be in Agent's name and subject to
Agent's Liens for the Pro Rata benefit of the Lenders.

        "Cash Collateralize" is defined in Section 3.7 of this Agreement.

        "CERCLA"   shall   mean  the   Comprehensive   Environmental   Response,
Compensation  and Liability Act of 1980, as amended by the Superfund  Amendments
and Reauthorization Act of 1986.

        "Charges" is defined in Section 13.11 of this Agreement.

        "Closing Date" shall mean October 25, 2004.

        "Code" shall mean the Internal  Revenue Code of 1986, as the same may be
amended from time to time.

                                      E-2
<PAGE>

        "Collateral"  shall mean the any property of any Obligor that is subject
to a security  interest of other Lien granted pursuant to the Pledge  Agreements
or any other Loan Document.

        "Commitment" shall mean the Revolving Credit Commitment.

        "Compliance Certificate" is defined in Section 8.4(d) of this Agreement.

        "Consolidated  EBITDA,"  "Consolidated Fixed Charge Coverage Ratio," and
"Consolidated  Funded  Debt/EBITDA  Ratio"  are  defined  in  Article  9 of this
Agreement.

        "Control"  shall mean the  possession,  directly or  indirectly,  of the
power to  direct or cause the  direction  of the  management  or  policies  of a
person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise,  and "Controlling" and "Controlled"  shall have meanings  correlative
thereto.

        "Debtor Relief Laws" means the Bankruptcy Code of the United States, and
all other liquidation,  conservatorship,  bankruptcy, assignment for the benefit
of   creditors,    moratorium,    rearrangement,    receivership,    insolvency,
reorganization,  or similar  debtor  relief  Laws of the United  States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

        "Default" shall mean any event or condition which upon notice,  lapse of
time or both would constitute an Event of Default.

        "Default  Rate" shall mean a rate of  interest  per annum equal to three
percent (3.000%) plus the rate otherwise prevailing hereunder.

        "Defaulting  Lender"  means any  Lender  that (a) has failed to fund any
portion of the Loans, participations in L/C Obligations required to be funded by
it hereunder  within one  Business  Day of the date  required to be funded by it
hereunder, (b) has otherwise failed to pay over to the Agent or any other Lender
any other amount required to be paid by it hereunder  within one Business Day of
the date when due,  unless the subject of a good faith dispute,  or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.

        "Defined  Benefit Pension Plan" shall mean any employee  pension benefit
plan that is  covered by Title IV of ERISA or  subject  to the  minimum  funding
standards  under  Section 412 of the Code as to which any  Borrower may have any
liability.

        "Designated Account" is defined in Section 4.6(a) of this Agreement.

        "Disbursement  Date"  shall  mean  the  date  on  which  Agent  makes  a
disbursement of a Loan, which date shall be a Business Day.

        "Dollars", "dollars" or "$" shall mean lawful money of the United States
of America.

                                      E-3
<PAGE>

        "Due Date" is defined in Section 4.6(a) of this Agreement.

        "EBITDA" shall mean, for any period,  operating income plus depreciation
plus  amortization  plus interest  income on restricted cash accounts plus, upon
the  request of the  Borrowers  with the prior  consent  of the  Agent,  certain
one-time, non-cash charges included in operating income.

        "EBITDAR" shall mean, for any period, operating income plus depreciation
plus  amortization  plus interest  income on restricted  cash accounts plus rent
plus,  upon the request of the  Borrowers  with the prior  consent of the Agent,
certain one-time, non-cash charges included in operating income.

        "Eligible  Assignee"  means (a) a Lender;  (b) an Affiliate of a Lender;
(c) an Approved  Fund;  and (d) any other Person  (other than a natural  person)
approved by (i) the Agent,  and (ii) unless an Event of Default has occurred and
is  continuing,  the Borrower  Agent (each such approval not to be  unreasonably
withheld or delayed);  provided that  notwithstanding  the foregoing,  "Eligible
Assignee" shall not include the Borrowers or any of the Borrowers' Affiliates or
Subsidiaries.

        "Environmental Laws" is defined in Section 7.4(b) of this Agreement.

        "Environmental  Lien"  shall  mean a Lien in favor  of any  Governmental
Authority or other Person for (a) any liability under Environmental Laws, or (b)
damages  arising  from,  or costs  incurred by such  Governmental  Authority  in
response to, a release or threatened  release of any toxic or hazardous waste or
substance into the environment.

        "ERISA" shall mean the Employee  Retirement Income Security Act of 1974,
as amended from time to time.

        "Euro Borrowers" is defined in the third recital to this Agreement.

        "Euro  Credit  Agreement"  is  defined  in the  third  recital  to  this
Agreement.

        "Euros" shall mean lawful money of the European Union.

        "Euronet  Entities"  shall mean Holding  Company  Borrower and each U.S.
Subsidiary  and Foreign  Subsidiary  of Holding  Company  Borrower and each U.S.
Subsidiary and Foreign Subsidiary of each such subsidiary.

        "Event of Default" is defined in Article 11 of this Agreement.

        "Existing  Letters of Credit"  shall mean the  "Letters  of Credit"  (as
defined in the Original Credit Agreement) outstanding on the Closing Date.

        "Fee Letter"  shall mean that  certain Fee Letter,  dated as of the date
hereof, among the Borrowers and the Agent.

                                      E-4
<PAGE>

        "Fees"  shall  mean the  unused  commitment  and  Letter of Credit  fees
payable under Article 5 of this Agreement.

        "Federal Funds Rate" shall mean for any period,  a fluctuating  interest
rate per annum equal for each date during such period to the weighted average of
the rates on overnight  federal funds  transactions  with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next  preceding  Business Day) in New
York,  New York by the Federal  Reserve Bank of New York, or if such rate is not
so published for any day which is a Business Day, the average of the  quotations
for such day on such transactions received by Agent from 3 federal funds brokers
of recognized standing selected by Agent.

        "Foreign  Lender" means any Lender that is organized under the laws of a
jurisdiction  other than that in which the  Borrower  Agent is resident  for tax
purposes. For purposes of this definition, the United States, each State thereof
and  the  District  of  Columbia   shall  be  deemed  to   constitute  a  single
jurisdiction.

        "Foreign Subsidiary" shall mean a subsidiary of any Person not organized
and  existing  under  the laws of the  United  States  of  America  or any state
thereof.

        "Fund" means any Person  (other than a natural  person) that is (or will
be) engaged in making, purchasing,  holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

        "Funded Debt" is defined in Section 9.1 of this Agreement.

        "GAAP" shall mean generally accepted accounting principles, applied on a
consistent basis.

        "Governmental Authority" shall mean any federal, state, local or foreign
court or governmental agency,  board,  authority,  instrumentality or regulatory
body.

        "Guarantee"  or "Guaranty" of a Person shall mean any agreement by which
such Person assumes,  guarantees,  endorses,  contingently agrees to purchase or
provide  funds for the  payment  of,  or  otherwise  becomes  liable  upon,  the
obligation of any other  Person,  or agrees to maintain the net worth or working
capital or other  financial  condition of any other Person or otherwise  assures
any creditor of such other Person against loss,  including,  without limitation,
any comfort  letter,  operating  agreement  or  take-or-pay  contract  and shall
include,  without  limitation,  the  contingent  liability  of  such  person  in
connection  with any application  for a letter of credit.  The term  "Guarantee"
used as a verb has a corresponding meaning.

        "Hazardous Materials" is defined in Section 7.4(b) of this Agreement.

        "Hedging  Agreement" - shall mean any Interest  Rate  Contract,  foreign
currency  exchange  agreement,  commodity  price  protection  agreement or other
interest or currency

                                      E-5
<PAGE>

exchange rate or commodity price hedging arrangement at any time entered into by
any or all Borrowers with any Lender (or any Affiliate of any Lender) or Agent.

        "Holding Company Borrower" is defined in the preamble of this Agreement.

        "Honor Date" is defined in Section 3.3 of this Agreement.

        "Indebtedness"  shall mean, as to any Person,  on a  consolidated  basis
with  such  Person's   subsidiaries   (unless  otherwise   specified),   without
duplication:  (i) all obligations of such Person for borrowed money or evidenced
by bonds,  debentures,  notes or similar instruments (including all indebtedness
to stockholders,  howsoever evidenced),  (ii) all obligations of such Person for
the  deferred  purchase  price of property or services,  except  trade  accounts
payable and accrued liabilities arising in the ordinary course of business which
are not  overdue by more than sixty  (60) days or which are being  contested  in
good faith by appropriate  proceedings,  (iii) all Capital Lease  Obligations of
such  Person,  (iv)  all  Indebtedness  of  others  secured  by a  Lien  on  any
properties,  assets or revenues of such Person to the extent of the value of the
property subject to such Lien, (v) all Indebtedness of others Guaranteed by such
Person and (vi) all  obligations  of such Person,  contingent or  otherwise,  in
respect of any letters of credit or bankers' acceptances, unless such letters of
credit or banker's  acceptances  are fully secured by cash. The  Indebtedness of
any Person  shall  include the  Indebtedness  of any  partnership  in which such
Person is a general partner.

        "Indemnified Claims" is defined in Section 13.6 of this Agreement.

        "Indemnitee" is defined in Section 13.6(b) of this Agreement.

        "Interest  Period" shall mean, with respect to any LIBOR Rate Loan, each
period  commencing  on the date such Loan is made or is  converted  from a Prime
Rate Loan type or the last day of the next  preceding  Interest  Period for such
Loan, and ending on the numerically  corresponding  day in the first,  second or
third calendar month thereafter, as a Borrower (or Borrower Agent on behalf of a
Borrower) may select,  except that each Interest  Period which  commences on the
last  Business  Day of a  calendar  month (or on any day for  which  there is no
numerically  corresponding  day in the  appropriate  subsequent  calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month.
Notwithstanding the foregoing:  (i) any Interest Period for any Loan which would
otherwise extend beyond the Revolving  Credit  Termination Date shall end on the
Revolving  Credit  Termination  Date;  (ii)  each  Interest  Period  that  would
otherwise end on a day which is not a Business Day shall end on the  immediately
succeeding  Business Day (or, if such next succeeding  Business Day falls in the
next succeeding calendar month, on the immediately  preceding Business Day); and
(iii) a Borrower  (or Borrower  Agent on behalf of a Borrower)  shall select the
duration of Interest Periods in such a way so that  notwithstanding  clauses (i)
and (ii) above,  no Interest Period shall have a duration of less than one month
(and,  if any LIBOR Rate Loans  would  otherwise  have an  Interest  Period of a
shorter duration, they shall be Prime Rate Loans for the relevant period).

                                      E-6
<PAGE>

        "Interest  Rate  Contract"  shall  mean  any  interest  rate  agreement,
interest rate collar agreement, interest rate swap agreement, or other agreement
or  arrangement at any time entered into by any or all Borrowers with any Lender
(or any  Affiliate  of a Lender or Agent) that is  designed  to protect  against
fluctuations in interest rates.

        "ISP" means,  with respect to any Letter of Credit,  the  "International
Standby Practices 1998" published by the Institute of International  Banking Law
&  Practice  (or such later  version  thereof as may be in effect at the time of
issuance).

        "Issuer  Documents"  means with  respect  to any  Letter of Credit,  the
Letter Credit  Application,  and any other  document,  agreement and  instrument
entered into by the L/C Issuer and the Borrowers (or any Subsidiary) or in favor
the L/C Issuer and relating to any such Letter of Credit.

        "Investments" is defined in Section 10.9 of this Agreement.

        "L/C Advance" means, with respect to each Lender,  such Lender's funding
of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

        "L/C  Borrowing"  means an extension of credit  resulting from a drawing
under any Letter of Credit which has not been  reimbursed  on the date when made
or refinanced as a Loan.

        "L/C Credit Extension" means, with respect to any Letter of Credit,  the
issuance thereof or extension of the expiry date thereof, or the increase of the
amount thereof.

        "L/C Issuer"  means Bank of America in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

        "L/C Obligations" means, as at any date of determination,  the aggregate
amount  available to be drawn under all  outstanding  Letters of Credit plus the
aggregate  of all  Unreimbursed  Amounts,  including  all  L/C  Borrowings.  For
purposes  of  computing  the amount  available  to be drawn  under any Letter of
Credit,  the amount of such Letter of Credit shall be  determined  in accordance
with  Section  3.12.  For all  purposes  of this  Agreement,  if on any  date of
determination  a Letter of Credit  has  expired  by its terms but any amount may
still be drawn  thereunder  by reason of the  operation of Rule 3.14 of the ISP,
such  Letter of Credit  shall be deemed  to be  "outstanding"  in the  amount so
remaining available to be drawn.

        "Lender" and "Lenders" is defined in the preamble to this Agreement.

        "Letter of Credit" means any standby  letter of credit issued  hereunder
and shall include the Existing Letters of Credit.

        "Letter of Credit  Application"  means an application  and agreement for
the issuance or amendment of a Letter of Credit in the form from time to time in
use by the L/C Issuer.

                                      E-7
<PAGE>

        "Letter  of Credit  Expiration  Date"  means the day that is seven  days
prior to the Revolving  Credit  Termination Date then in effect (or, if such day
is not a Business Day, the next preceding Business Day).

        "Lien" shall mean, with respect to any asset, (a) any mortgage,  deed of
trust,  lien,  pledge,  encumbrance,  charge or security  interest in or on such
asset,  (b) the  interest  of a vendor or a lessor  under any  conditional  sale
agreement,  capital lease or title retention  agreement  relating to such asset,
and (c) in the case of securities,  any purchase  option,  call,  restriction on
right to sell or similar right of a third party with respect to such securities.

        "LIBOR Rate" shall mean, for any Interest Period with respect to a LIBOR
Rate Loan,  the rate per annum equal to the British  Bankers  Association  LIBOR
Rate ("BBA LIBOR"),  as published by Telerate (or other  commercially  available
source providing quotations of BBA LIBOR as designated by the Agent from time to
time) at approximately  11:00 a.m.,  London time, the first day of such Interest
Period, for sterling deposits with a term equivalent to such Interest Period. If
such rate is not  available  at such time for any reason,  then the "LIBOR Rate"
for such Interest Period shall be the rate per annum  determined by the Agent to
be the rate at which  deposits  in Euros for  delivery  on the first day of such
Interest  Period in same day funds in the  approximate  amount of the LIBOR Rate
Loan being  made,  continued  or  converted  by Bank of America  and with a term
equivalent to such Interest Period would be offered by Bank of America's  London
Branch  to major  banks in the  London  interbank  market  at their  request  at
approximately  11:00 a.m.  (London time) on the first day of the commencement of
such Interest Period.

        "LIBOR Rate Loan" shall mean a Loan that  accrues  interest at the LIBOR
Rate.

        "Loan"  shall  mean  any  Revolving  Loan  or  any  advance  under  this
Agreement,  and "Loans" shall mean all Revolving  Loans and advances  thereunder
collectively.

        "Loan Request" is defined in Section 4.8 of this Agreement.

        "Loan Documents" shall mean, collectively, this Agreement, the Revolving
Notes, the Fee Letter, the Pledge Agreements and all other documents, agreements
and instruments  executed by any Borrower in favor of the Agent of any Lender in
connection with the transactions contemplated by this Agreement.

        "Material Contracts" is defined in Section 7.10 of this Agreement.

        "Maximum Rate" is defined in Section 13.11 of this Agreement.

        "Mobile  Network  Trust  Arrangement"  shall mean (i) the  arrangements,
whether  registered or  unregistered,  between e-Pay Limited,  the Law Debenture
Trust  Corporation  plc and  certain  mobile  telephone  networks  in the United
Kingdom,  including Orange, Vodafone, O2, Virgin Mobile and T-Mobile pursuant to
which e-pay Limited collects fees for mobile telephone  top-ups,  holds cash and
accounts for, and  distributes

                                      E-8
<PAGE>

cash amounts to, such networks and itself;  (ii) any other similar  arrangements
entered into from time to time.

        "Non-Consenting Lender" is defined in Section 13.9 of this Agreement.

        "Notes" shall mean the Revolving Notes.

        "Obligations"  shall mean all unpaid principal of and accrued and unpaid
interest on the  Revolving  Notes,  all accrued and unpaid  Fees,  and all other
obligations  and  liabilities  of any  Borrower  to the Agent or any  Lender now
existing  or  hereafter  arising  under  the  Loan  Documents  and  any  Hedging
Agreements,   including,   without  limitation,   all  renewals,   replacements,
extensions and modifications thereof and thereto and any and all draws under any
and all  Letters  of Credit and any other  letters  of credit  issued by the L/C
Issuer for the account of any Borrower.

        "Obligor"   shall  mean  each  Borrower  and  each  direct  or  indirect
Subsidiary of any Borrower which is a party to a Pledge Agreement.

        "Participants" is defined in Section 13.5(d) of this Agreement.

        "PBGC" shall mean the Pension Benefit Guarantee  Corporation referred to
and defined in ERISA.

        "Person"  or  "person"  shall  mean  any  natural  person,  corporation,
business trust, joint venture, association,  company, partnership or government,
or any agency or political subdivision thereof.

        "Pledge  Agreements" shall mean each pledge  agreement,  share charge or
similar  agreement  by which (i) Euronet  Worldwide,  Inc.  pledges  100% of its
interest  in any U.S.  Subsidiary,  in favor of the Agent,  (ii)  PaySpot,  Inc.
pledges  100% of its  interest  in any U.S.  Subsidiary,  in favor of the Agent,
(iii)  Euronet  Worldwide,  Inc.  pledges 65% of its  interest  in EFT  Services
Holdings  B.V.  in favor of the Agent,  and any other  pledge  agreement,  share
charge or similar  agreement  entered into by any  Borrower or other  Obligor in
favor of the Agent as required  from time to time in  accordance  with the terms
and conditions of this Agreement, in each case as such documents may be amended,
supplemented or otherwise modified from time to time.

        "Prime  Rate" shall mean,  at any date,  the rate of interest  per annum
then most recently  established by Bank of America as its "prime rate," it being
understood  and agreed that such rate is set by the Bank of America as a general
reference  rate of  interest,  taking into  account  such factors as the Bank of
America may deem appropriate, that it is not necessarily the lowest or best rate
actually  charged to any customer or a favored rate,  that it may not correspond
with future increases or decreases in interest rates charged by other lenders or
market rates in general,  and that the Bank of America may make various business
or other loans at rates of interest having no relationship to such rate.

        "Prime Rate Loan" shall mean a Loan that  accrues  interest at the Prime
Rate.

                                      E-9
<PAGE>

        "Pro  Rata"  shall  mean  a  share  of  or  in  all   Revolving   Loans,
participations in LC Outstandings, liabilities, payments, proceeds, collections,
Collateral  and,  which  share for any Lender on any date shall be a  percentage
(expressed  as a decimal,  rounded  to the ninth  decimal  place)  arrived at by
dividing the amount of the  Revolving  Credit  Commitment of such Lender on such
date by the aggregate amount of all of the Revolving  Credit  Commitments of all
Lenders on such date.

        "RCRA" shall mean the  Resource  Conservation  and Recovery  Act, as the
same may be amended from time to time.

        "Register" is defined in Section 13.5(c) of this Agreement.

        "Regulation T, U or X" shall mean Regulation T, U or X, respectively, of
the Board of  Governors  of the Federal  Reserve  System as from time to time in
effect and all official rulings and interpretations thereunder or thereof.

        "Regulatory Change" shall mean, with respect to the Agent or any Lender,
any change after the date of this  Agreement in United  States  federal or state
law or  regulations,  or the entry,  adoption,  or making after such date of any
order,  interpretation,  directive,  or request  of or under any  United  States
federal or state law or regulations  (whether or not having the force of law) by
any court or governmental or monetary  authority charged with the interpretation
or administration  thereof,  applying to a class of banks including Agent or any
Lender.

        "Related Parties" is defined in Section 3.6 of this Agreement.

        "Reportable  Event"  shall  mean any  reportable  event,  as  defined in
Section  4043 of ERISA and the  regulations  issued  under  such  Section,  with
respect to a Defined Benefit Pension Plan, excluding, however, such events as to
which the PBGC by regulation has waived the  requirement  of Section  4043(a) of
ERISA  that it be  notified  within  30 days of the  occurrence  of such  event;
provided that a failure to meet the minimum  funding  standard of Section 412 of
the Code and of Section 302 of ERISA involving an amount aggregating  $50,000 or
more shall be a  Reportable  Event  regardless  of the issuance of any waiver in
accordance with Section 412(d) of the Code.

        "Required  Lenders"  shall  mean at any date of  determination  thereof,
Lenders having  Revolving  Credit  Commitments  representing at least 51% of the
aggregate Revolving Credit Commitments at such time; provided,  however, that if
any Lender shall be in breach of any of its  obligations  hereunder to Borrowers
or Agent, including any breach resulting from its failure to honor its Revolving
Credit  Commitment in accordance with the terms of this Agreement,  then, for so
long as such breach  continues,  the term "Required  Lenders" shall mean Lenders
(excluding each Lender that is in breach of its obligations under the Agreement)
having Revolving Credit  Commitments  representing at least 51% of the aggregate
Revolving Credit Commitments (excluding the Revolving Credit Commitments of each
Lender that is in breach of its  obligations  under the Agreement) at such time;
provided  further,  however,  that if the Commitments have been terminated,  the
term  "Required  Lenders" shall mean Lenders  (excluding  each Lender

                                      E-10
<PAGE>

that  is in  breach  of  its  obligations  hereunder)  holding  Revolving  Loans
representing  at least 51% of the  aggregate  principal  amount of all Revolving
Loans outstanding at such time.

        "Revolving Credit Commitment" shall mean the aggregate  Revolving Credit
Commitments  of each Lender set forth on Schedule E-1 or such amount  reduced as
provided in Section 2.1(a) of this Agreement.

        "Revolving Credit  Termination Date" shall mean October 25, 2006 or such
other date as may be agreed to by Agent, the Required Lenders the Borrower Agent
and the Borrowers  from time to time;  provided that no Lender shall be required
to extend its Commitment without such Lender's consent.

        "Revolving Loan" is defined in Section 2.1 of this Agreement.

        "Revolving Notes" is defined in Section 2.2 of this Agreement.

        "SEC" is defined in Section 8.4(e) of this Agreement.

        "Senior Notes" is defined in Section 7.15 of this Agreement.

        "subsidiary"  shall mean, with respect to any person (herein referred to
as the "parent"),  any corporation,  partnership,  association or other business
entity (a) of which securities or other ownership  interests  representing  more
than fifty  percent  (50%) of the equity or more than fifty percent (50%) of the
voting  power  or more  than  fifty  percent  (50%) of the  general  partnership
interests are, at the time any determination is being made, owned, controlled or
held by the  parent,  or (b) which is,  at the time any  determination  is made,
otherwise  Controlled by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

        "Subsidiary"  shall  mean any  subsidiary  of any  Borrower,  direct  or
indirect,  now  existing  or  hereafter  acquired  or  created,  whether  a U.S.
Subsidiary or a Foreign Subsidiary.

        "Tax"  shall  mean any  tax,  levy,  impost,  duty or  other  charge  or
withholding  of a similar nature  (including any penalty or interest  payable in
connection with any failure to pay or any delay in paying any of the same).

        "Tax Deduction"  shall mean a deduction or withholding for or on account
of a Tax from a payment under a Loan Document or a Hedging Agreement.

        "U.S.  Subsidiary"  shall mean a subsidiary of any Person  organized and
existing under the laws of the United States of America or any state thereof.

        "U.S. Subsidiary Borrowers" shall mean each Borrower at any time a party
to this Agreement except Holding Company Borrower.

        "Unreimbursed Amount" is defined in Section 3.3 of this Agreement.


                                      E-11
<PAGE>


                                  Schedule E-1

                          Revolving Credit Commitments

        ------------------------------ ---------------------------------------
                    Lender                   Revolving Credit Commitment
        ------------------------------ ---------------------------------------
            Bank of America, N.A.                    $10,000,000
        ------------------------------ ---------------------------------------







                                      E-12
<PAGE>

                                   Exhibit 2.2

                                 Revolving Note







                                     E-2.2-1

<PAGE>



                                  Exhibit 4.8-A

                       Notice of Borrowing, Prepayment or
                            Termination of Commitment







                                    E-4.8-A-1

<PAGE>



                                  Exhibit 4.8-B

                      Notice of Continuation or Conversion







                                    E-4.8-B-1
<PAGE>



                                   Exhibit 8.4

                             Compliance Certificate







                                     E-8.4-1

<PAGE>


                                  Exhibit 13.2

                        Supplemental to Credit Agreement







                                    E-13.2-1
<PAGE>

                                  Schedule 7.4

                              Environmental Matters

        None.







                                     S-7.4-1

<PAGE>

                                  Schedule 7.5

                              Financial Statements







                                     S-7.5-1

<PAGE>

                                  Schedule 7.8

                               Corporate Structure






                                     S-7.8-1
<PAGE>

                                  Schedule 10.1

                              Existing Indebtedness





                                    S-10.1-1

<PAGE>

                                  Schedule 10.2

                                 Existing Liens




                                    S-10.2-1

<PAGE>


                                  Schedule 10.9

                         Loans, Advances and Investments





                                    S-10.9-1