Exhibit 4.2

                          CERTIFICATE OF INCORPORATION
                                       OF
                              EURONET SERVICES INC.

FIRST:     The name of the corporation (the "Corporation") is:

                Euronet Services Inc.

SECOND:    (a)  The address of the registered office of the Corporation in
                Delaware is:

                Corporation Trust Center
                1209 Orange Street
                City of Wilmington, County of New Castle
                Delaware 19801

           (b)  The name of the Corporation's registered agent at the address of
                its registered office is:

                The Corporation Trust Company

THIRD:     The purpose of the Corporation is to engage in, promote and carry
           on any lawful act or activity for which corporations may be
           organized under the General Corporation Law of the State of
           Delaware.

FOURTH:    (a)  The total number of shares of all classes of capital stock
                which the Corporation shall have authority to issue is Forty
                Million Shares (40,000,000) shares consisting of:

                1.  Ten Million  (10,000,000)  shares of  preferred  stock,  par
                    value one cent ($.01) per share (the "Preferred Stock");

                2.  Thirty Million  (30,000,000)  shares of common stock, with a
                    par value of one cent ($.01) per share ("Common Shares");

           (b)  The Board of Directors is hereby expressly authorized, subject
                to any limitations prescribed by law, to provide for the
                issuance of the shares of Preferred Stock in series, and by
                filing a certificate pursuant to the applicable law of the State
                of Delaware (such certificate being hereinafter referred to as a
                "Preferred Stock Designation"), to establish from time to time
                the number of shares to be included in each such series, and to
                fix the designation, powers, preferences and rights of the
                shares of each such series and any


<PAGE>

                qualifications, limitations or restrictions thereof. The number
                of authorized shares of the Preferred Stock may be increased or
                decreased (but not below the number of shares thereof then
                outstanding) by the affirmative vote of the holders of two-
                thirds (2/3) of the outstanding Common Stock, without a vote of
                the holders of the Preferred Stock, or of any series thereof,
                unless a vote of any such holders is required pursuant to the
                terms of any Preferred Stock Designation.

FIFTH:     The powers of the Incorporator are to terminate upon the election of
           the first Board of Directors. The name and address of the
           Incorporator are as follows:

                Jeffrey B. Newman
                c/o Arent Fox
                1050 Connecticut Avenue, N.W.
                Washington. D.C. 20036-5339

SIXTH:     The Corporation shall be managed by the Board of Directors, which
           shall exercise all powers conferred under the laws of the state of
           Delaware. The number of directors shall be fixed from time to time
           exclusively by the Board of Directors pursuant to a resolution
           adopted by a majority of the entire Board of Directors.

           The directors, other than those who may be elected by the holders of
           any class or series of Preferred Stock, shall be divided into three
           classes, as nearly equal in number as reasonably possible, with the
           term of office of the first class to expire at the conclusion of the
           first annual meeting of stockholders, the term of office of the
           second class to expire at the conclusion of the annual meeting of
           stockholders one year thereafter and the term of office of the third
           class to expire at the conclusion of the annual meeting of
           stockholders two years thereafter, with each director to hold office
           until his or her successor shall have been duly elected and
           qualified. At each annual meeting of stockholders following such
           initial classification and election, directors elected to succeed
           those directors whose terms expire shall be elected for a term of
           office to expire at the third succeeding annual meeting of
           stockholders after their election, with each director to hold office
           until his or her successor shall have been duly elected and
           qualified.

           Notwithstanding any contained in this Certificate of Incorporation or
           the Bylaws of the Corporation to the contrary, the affirmative vote
           of the holders of at least 80% of the combined voting power of the
           then outstanding shares of stock of the Corporation then entitled to
           vote generally in the election of directors, voting together as a
           single class, shall be required to alter, amend, adopt any provision
           inconsistent with or repeal this Article SIXTH.


<PAGE>

SEVENTH:   The provisions for the regulation of the internal affairs of the
           Corporation shall be stated in the Corporations's Bylaws, as they may
           be amended from time to time. The Board of Directors shall be
           authorized to adopt, amend or repeal the Bylaws.

EIGHTH:    The Corporation shall indemnify each of the individuals who may be
           indemnified to the fullest extent permitted by Section 145 of the
           General Corporation Law of the State of Delaware, as it may be
           amended from time to time ("Section 145"), (i) in each and every
           situation where the Corporation is obligated to make such
           indemnification pursuant to Section 145, and (ii) in each and every
           situation where, under Section 145, the Corporation is not
           obligated, but is permitted or empowered, to make such
           indemnification. The Corporation shall promptly make or cause to be
           made any determination which Section 145 requires.

NINTH:     A director of the Corporation shall not be personally liable to the
           Corporation or its stockholders for monetary damages for breach of
           fiduciary duty as a director. This provision shall not eliminate or
           limit the liability of a director (i) for any breach of the
           director's duty of loyalty to the Corporation or its stockholders,
           (ii) for acts or omissions not in good faith or which involve
           intentional misconduct or a knowing violation of law, (iii) under
           Section 174 of the General Corporation Law of the State of
           Delaware, or (iv) for any transaction from which the director
           derived any improper personal benefit. If the General Corporation
           Law of the State of Delaware is subsequently amended to further
           eliminate or limit the liability of the director, then a director
           of the Corporation, in addition to the circumstances in which a
           director is not personally liable as set forth in the preceding
           sentence, shall not be liable to the fullest extent permitted by
           the amended General Corporation Law of the State of Delaware.

TENTH:     The Corporation reserves the right to amend or repeal any provision
           contained in this Certificate of Incorporation in the manner
           prescribed by the laws of the State of Delaware and all rights
           conferred upon stockholders are granted subject to this reservation.

     By executing this Certificate of Incorporation, I hereby declare and
certify that this is my act and deed and the facts stated in this Certificate of
Incorporation are true.



Dated:  December 13, 1996           /s/ Jeffrey B. Newman
                                    ---------------------
                                    Jeffrey B. Newman


<PAGE>


                            Certificate of Correction
                             Being Filed to Correct
                                Certain Errors in
                        The Certificate of Incorporation
                                       of
                              Euronet Services Inc.

     Euronet Services Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
Corporation), does hereby certify the following:

FIRST:     The name  of  the Corporation is:

                Euronet Services Inc.

SECOND:    The Certificate of Incorporation (the Certificate) was filed by the
           Secretary of State of the State of Delaware on December 13, 1996 and
           the Certificate requires correction as permitted by Section 103(f) of
           the General Corporation Law of the State of Delaware.

THIRD:     The Certificate incorrectly stated Article FOURTH(a) as follows:

           FOURTH:   (a) The total number of shares of all classes of capital
                     stock which the Corporation shall have authority to issue
                     is Forty Million Shares (40,000,000) shares consisting of:

                        1. Ten Million (10,000,000) shares of preferred stock,
                     par value one cent ($.01) per share (the "Preferred
                     Stock");

                        2. Thirty Million (30,000,000) shares of common stock,
                     with a par value of one cent ($.01) per share ("Common
                     Shares");

           The foregoing Article FOURTH(a) was erroneously stated since the par
           value of the stock is incorrect.

FOURTH:    The inaccuracy of the Certificate is hereby corrected, by deleting
           the present Article FOURTH(a) and inserting a new Article FOURTH(a)
           as follows:

           FOURTH:   (a) The total number of shares of all classes of capital
                     stock which the Corporation shall have authority to issue
                     is Forty Million Shares (40,000,000) shares consisting of:

<PAGE>

                     1.  Ten Million (10,000,000) shares of preferred stock, par
                  value two cents ($.02) per share (the "Preferred Stock");

                     2.  Thirty Million (30,000,000) shares of common stock,
                  with a par value of two cents ($.02) per share ("Common
                  Shares");

     IN WITNESS WHEREOF, this Certificate of Correction is executed on this 4th
day of March, 1997, by the Secretary of the Corporation in accordance with
Section 103(a)(2) of the General Corporation Law of the State of Delaware.



                                    /s/ Jeffrey B. Newman
                                    ------------------------
                                    Jeffrey B. Newman,
                                    Secretary




<PAGE>


                                STATE of DELAWARE
                           CERTIFICATE of AMENDMENT of
                          CERTIFICATE of INCORPORATION

      First: That at a meeting of the Board of Directors of Euronet Services
     Inc. resolutions were duly adopted setting forth a proposed amendment of
     the Certificate of Incorporation of said corporation, declaring said
     amendment to be advisable and calling a meeting of the stockholders of said
     corporation for consideration thereof. The resolution setting forth the
     proposed amendment is as follows:

     Resolved, that the Certificate of Incorporation of this corporation be
     amended by changing the Article thereof numbered "First" so that, as
     amended, said Article shall be and read as follows:

     "First: The name of the corporation (the "Corporation") is: Euronet
     Worldwide, Inc."

      Second: That thereafter, pursuant to resolution of its Board of Directors,
     a special meeting of the stockholders of said corporation was duly called
     and held, upon notice in accordance with Section 222 of the General
     Corporation Law of the State of Delaware at which meeting the necessary
     number of shares as required by statute were voted in favor of the
     amendment.

      Third: The said amendment was duly adopted in accordance with the
     provisions of Section 242 of the General Corporation Law of the State of
     Delaware.

      Fourth: That the capital of said corporation shall not be reduced under or
     by reason of said amendment.

                               BY:     /s/ Jeffrey Newman
                                       ----------------------------
                                       (Authorized Officer)

                              NAME:    JEFFREY NEWMAN
                                       ----------------------------
                                       (Type or Print)




<PAGE>


                                STATE of DELAWARE

                           CERTIFICATE of AMENDMENT of

                          CERTIFICATE of INCORPORATION

      First: That at a meeting of the Board of Directors of Euronet Worldwide,
     Inc. resolutions were duly adopted setting forth a proposed amendment of
     the Certificate of Incorporation of said corporation, declaring said
     amendment to be advisable and calling a meeting of the stockholders of said
     corporation for consideration thereof. The resolution setting forth the
     proposed amendment is as follows:

     Resolved, that the Certificate of Incorporation of this corporation be
     amended by changing the Article thereof numbered "FOURTH" so that, as
     amended, said Article shall be and read as follows:

     "FOURTH: (a) The total number of shares of all classes of capital stock
     which the Corporation shall have authority to issue is Seventy Million
     (70,000,000) shares, consisting of:

     1.   Ten Million (10,000,000) shares of preferred stock, par value two
          cents ($0.02) per share ("Preferred Stock");

     2.   Sixty Million (60,000,000) shares of common stock, par value two cents
          ($0.02) per share ("Common Stock")."

      Second: That thereafter, pursuant to resolution of its Board of Directors,
     a special meeting of the stockholders of said corporation was duly called
     and held, upon notice in accordance with Section 222 of the General
     Corporation Law of the State of Delaware at which meeting the necessary
     number of shares as required by statute were voted in favor of the
     amendment.

      Third: That said amendment was duly adopted in accordance with the
     provisions of Section 242 of the General Corporation Law of the State of
     Delaware.

                                   Page 1 to 2

<PAGE>

      Fourth: That the capital of said corporation shall not be reduced under or
     by reason of said amendment.


                               BY:       /s/ Michael J. Brown
                                      -----------------------------
                                      (Authorized Officer)

                               NAME:     MICHAEL J. BROWN
                                      -----------------------------
                                      (Type or Print)

Attested to BY:  /s/ Jeffrey B. Newman
                --------------------------
                (Corporate Secretary)

NAME:   JEFFREY B. NEWMAN
      ------------------------
         (Type or print)
                                   Page 2 of 2



<PAGE>


                                STATE of DELAWARE
                            CERTIFICATE of CORRECTION
                                FILED TO CORRECT
                      A CERTAIN ERROR IN THE CERTIFICATE OF
                  AMENDMENT OF CERTIFICATE OF INCORPORATION OF
                             EURONET WORLDWIDE, INC.
                  FILED IN THE OFFICE OF THE SECRETARY OF STATE
                        OF DELAWARE ON DECEMBER 11, 2001

Euronet Worldwide, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     1.   The name of the corporation is Euronet Worldwide, Inc.

     2.   That a Certificate of Amendment of Certificate of Incorporation was
          filed by the Secretary of State of Delaware on December 11, 2001, and
          that said Certificate requires correction as permitted by Section 103
          of the General Corporation Law of the State of Delaware.

     3.   The inaccuracy or defect of said Certificate to be corrected is as
          follows: The Certificate states it is an amendment to Article
          "FOURTH"; however, it should state it is an amendment to Article
          "FOURTH (a)".

     4.   Article First of the Certificate of Amendment is corrected to read as
          follows:

          First: That at a meeting of the Board of Directors of Euronet
          Worldwide, Inc. resolutions were duly adopted setting forth a proposed
          amendment of the Certificate of Incorporation of said corporation,
          declaring said amendment to be advisable and calling a meeting of the
          stockholders of said corporation for consideration thereof. The
          resolution setting forth the proposed amendment is as follows:

          Resolved, that the Certificate of Incorporation of this corporation be
          amended by changing the Article thereof number "FOURTH (a)" so that,
          as amended, said Article shall be and read as follows:

          "FOURTH: (a) The total number of shares of all classes of capital
          stock which the Corporation shall have authority to issue is Seventy
          Million (70,000,000) shares, consisting of:

                                     Page 1 of 2


<PAGE>

          1.   Ten Million (10,000,000) shares of preferred stock, par value two
               cents ($0.02) per share ("Preferred Stock");

          2.   Sixty Million (60,000,000) shares of common stock, par value two
               cents ($0.02) per share ("Common Stock")."

     5.   The remainder of the Article shall be in full force and effect.

In Witness Whereof, said Euronet Worldwide, Inc. has caused this Certificate to
be signed by Jeffrey B. Newman, an authorized officer, this 8th day of February,
2002.

                               By:       /s/ Jeffrey B. Newman
                                        -----------------------------
                                        (Authorized Officer)

                               Name:  Jeffrey B. Newman
                               Title: Executive Vice President


                                   Page 2 of 2



<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                             EURONET WORLDWIDE, INC.

Euronet Worldwide,  Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation") hereby certifies as follows:

FIRST:  That on March 8,  2006,  the  directors  of the  Corporation  adopted  a
resolution   setting  forth  a  proposed   amendment  to  the   Certificate   of
Incorporation of the Corporation declaring the advisability thereof, and calling
for consideration of the proposed  amendment by the Corporation's  stockholders.
The resolution setting forth the proposed amendment is as follows:

     NOW THEREFORE BE IT RESOLVED, that Article FOURTH (a) of the Certificate of
     Incorporation, as amended, shall be amended to read as follows:

     FOURTH:  (a) The total  number of shares of all  classes of  capital  stock
     which the Corporation  shall have authority to issue is One Hundred Million
     (100,000,000) shares, consisting of:

          1.   Ten Million (10,000,000) shares of preferred stock, par value two
               cents ($0.02) per share ("Preferred Stock");

          2.   Ninety Million (90,000,000) shares of common stock, par value two
               cents ($0.02) per share ("Common Stock").

SECOND:  That  thereafter,   at  the  Annual  Meeting  of  stockholders  of  the
Corporation  held  on May  18,  2006,  the  stockholders  adopted  a  resolution
approving the foregoing amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law.


     IN WITNESS  WHEREOF,  the  Corporation  has caused this  certificate  to be
signed by its authorized officer this 29th day of June, 2006.

                                    EURONET WORLDWIDE, INC.

                                    By: /s/ Jeffrey B. Newman
                                        ----------------------
                                    Jeffrey B. Newman
                                    Executive Vice President,
                                    General Counsel and Secretary