Edgar Filing: EURONET WORLDWIDE INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

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EURONET WORLDWIDE, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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EURONET WORLDWIDE, INC.
4601 COLLEGE BOULEVARD
SUITE 300
LEAWOOD, KANSAS 66211
913-327-4200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 2002

Euronet Worldwide, Inc., a Delaware corporation ("Euronet", "we" or "us"),
will hold the Annual Meeting of our Stockholders on Wednesday, May 8, 2002 at
2:00 p.m. (Central time), at the Marriott Hotel, 10800 Metcalf Avenue, Overland
Park, Kansas 66210, for the following purposes:

1. To elect two directors, each to serve a three-year term expiring upon
the 2005 Annual Meeting of Stockholders or until a successor is duly
elected and qualified.

2. To approve the Euronet Worldwide, Inc. 2002 Stock Incentive Plan.

3. To approve the issuance of up to three million shares of common stock,
par value $0.02 per share, in order to exchange these shares for our 12
3/8% Senior Discount Notes due July 1, 2006 and warrants associated with
the Notes, in transactions in which the shares could be valued at up to
25% less than market value.

4. To ratify the appointment of KPMG Polska Sp. z o.o. ("KPMG") as
Euronet's independent auditors for the year ending December 31, 2002.

5. To transact such other business as may properly come before the meeting
or any adjournment of the meeting.

Our Board of Directors (the "Board") has fixed the close of business on
April 1, 2002, as the record date for determination of stockholders entitled to
notice of, and to vote at, the annual meeting and at any adjournment of the
meeting.

All stockholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy as promptly as possible in the postage
prepaid envelope provided for that purpose. Any stockholder attending the
meeting may vote in person even if he or she returned a proxy.

By Order of the Board

Jeffrey B. Newman
Executive Vice President
General Counsel and Secretary

April 8, 2002

EURONET WORLDWIDE, INC.
4601 COLLEGE BOULEVARD
SUITE 300
LEAWOOD, KANSAS 66211
913-327-4200

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 2002

DATE, TIME AND PLACE OF MEETING

Euronet Worldwide, Inc. ("Euronet", "we" or "us") is furnishing this proxy
statement in connection with the solicitation of proxies by our Board of
Directors (the "Board"), for use at the annual meeting of stockholders to be
held on Wednesday, May 8, 2002, at 2:00 p.m. (Central time), at the Marriott
Hotel, 10800 Metcalf Avenue, Overland Park, Kansas 66210, and at any
adjournment of the meeting (the "Annual Meeting").

Record Date; Outstanding Shares

Stockholders at the close of business on April 1, 2002 (the "Record Date")
are entitled to notice of, and to vote at, the Annual Meeting. The stockholders
will be entitled to one vote for each share of Common Stock, par value $0.02
per share (the "Common Stock"), held of record at the close of business on the
Record Date. To take action at the Annual Meeting, a quorum composed of holders
of one-third of the outstanding shares of Common Stock must be represented by
proxy or in person at the Annual Meeting. On February 20, 2002, there were
23,035,994 shares of Common Stock outstanding. No shares of preferred stock are
outstanding.

Date of Mailing

We are first sending this proxy statement, the accompanying proxy and our
annual report to stockholders for the year ended December 31, 2001 (the "Annual
Report") to stockholders on or about April 8, 2002.

Stockholder Proposals for the 2003 Annual Meeting

We must receive any proposal of a stockholder to be presented at our annual
meeting of stockholders in 2003, including the nomination of persons to serve
on the Board, not later than December 8, 2002 in order for us to include it in
the proxy materials for that meeting. Any proposal of a stockholder to be
presented at our annual meeting of stockholders in 2003 which has not been
included in our proxy materials must be received not later than February 22,
2003 to be considered timely. We reserve the right to exercise discretionary
voting authority on the proposal if a shareholder has failed to submit the
proposal by February 22, 2003. Stockholders submitting proposals should submit
them in writing and direct them to Euronet's secretary at our principal
executive offices via certified mail, return receipt requested, to ensure
timely delivery. We did not receive any stockholder proposals with respect to
the Annual Meeting scheduled for May 8, 2002.

REVOCABILITY OF PROXIES

Shares of Common Stock represented by valid proxies that we receive at any
time up to and including the day of the Annual Meeting will be voted as
specified in such proxies. Any stockholder giving a proxy has the right to
revoke it at any time before it is exercised by attending the Annual Meeting
and voting in person or by filing with Euronet's secretary an instrument of
revocation or a duly executed proxy bearing a later date.

VOTING AND SOLICITATION

Each share of Common Stock issued and outstanding as of the Record Date will
have one vote on each of the matters presented herein. Votes cast by proxy or
in person at the Annual Meeting will be tabulated by the judge of elections
appointed for the Annual Meeting. We will treat shares that are voted "For,"
"Against" or "Withheld From" a matter as being present at the meeting for
purposes of establishing a quorum and also as shares entitled to vote at the
Annual Meeting (the "Votes Cast"). We will treat abstentions and broker
non-votes also as shares that are present and entitled to be voted for purposes
of determining the presence of a quorum. Abstentions will count in determining
the total number of Votes Cast with respect to a proposal and, therefore, will
have the same effect as a vote against the proposal. Broker non-votes will not
count in determining the number of Votes Cast with respect to a proposal and,
therefore, will not affect the outcome of the voting on a proposal that
requires a majority of the Votes Cast.

PERSONS MAKING THE SOLICITATION

Euronet is making all the solicitations in this proxy statement. We will
bear the entire cost of this solicitation of proxies. Our directors, officers,
and regular employees, without additional remuneration, may solicit proxies by
telephone, telegraph and personal interviews. We will, if requested, reimburse
banks, brokerage houses and other custodians, nominees and certain fiduciaries
for their reasonable out-of-pocket expenses incurred in connection with the
distribution of proxy materials to their principals.

WE WILL FURNISH ADDITIONAL COPIES OF THE ANNUAL REPORT, NOT INCLUDING
EXHIBITS, WITHOUT CHARGE TO ANY STOCKHOLDER UPON WRITTEN REQUEST TO JEFFREY B.
NEWMAN AT OUR ADDRESS SET FORTH ABOVE. WE WILL FURNISH EXHIBITS TO THE ANNUAL
REPORT TO STOCKHOLDERS UPON WRITTEN REQUEST AND PAYMENT OF AN APPROPRIATE
PROCESSING FEE.

BENEFICIAL OWNERSHIP OF COMMON STOCK

As of the close of business on February 20, 2002, we had 23,035,994 shares
of Common Stock issued and outstanding. The following table sets forth certain
information with respect to the beneficial ownership of the shares of our
Common Officer, (ii) all Euronet Directors and Executive Officers as a group
and (iii) each shareholder known by Euronet to own beneficially more than 5% of
the Common Stock.

Beneficial Ownership
- -----------------------
Number of Percent of
Stockholder Shares(1) Outstanding(1)
----------- --------- --------------

Directors and Named Executive Officers
Michael J. Brown(2)........................................ 3,199,277 13.9%
Daniel R. Henry(3)......................................... 927,595 4.0%
Kendall D. Coyne(4)........................................ 7,667 *
Jeffrey B. Newman(5)....................................... 106,401 *
James P. Jerome(6)......................................... 26,529 *
Miro I. Bergman(7)......................................... 95,300 *
Steven J. Buckley(8)....................................... 2,333 *
Thomas A. McDonnell(9)..................................... 2,333 *
Eriberto R. Scocimara(10).................................. 2,333 *
M. Jeannine Strandjord..................................... 9,500 *
Dr. Andrzej Olechowski..................................... 10,533 *

All Directors and Executive Officers as a Group (12 persons) 4,389,801 19.0%

Five Percent Holders

DST Systems, Inc. (11)..................................... 2,186,930 9.5%
333 West 11th Street
Kansas City, Missouri 64105-1594

Poland Partners L.P........................................ 1,769,446 7.7%
c/o Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801

Waddell & Reed............................................. 2,136,350 9.3%
6300 Lamar Avenue
Overland Park, Kansas 66202

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* The percentage of shares of Common Stock beneficially owned does not exceed
one percent of the outstanding shares of Common Stock.
(1) Calculation of percentage of beneficial ownership assumes the exercise by
only the respective named stockholder of all options for the purchase of
shares of Common Stock held by such stockholder, which are exercisable
within 60 days of February 20, 2002.
(2) Includes an aggregate of 860,398 shares of Common Stock issuable pursuant
to options (including Milestone Options) exercisable within 60 days of
February 20, 2002 and an aggregate of 69,000 shares of Common Stock
issuable under warrants exercisable within 60 days of February 20, 2002.
(3) Includes an aggregate of 855,795 shares of Common Stock issuable pursuant
to options (including Milestone Options) exercisable within 60 days of
February 20, 2002.
(4) Includes an aggregate of 5,000 shares of Common Stock issuable pursuant to
options exercisable within 60 days of February 20, 2002.
(5) Includes an aggregate of 91,950 shares of Common Stock issuable pursuant to
options exercisable within 60 days of February 20, 2002. Also includes
14,451 shares beneficially owned pursuant to a Loan Agreement program (the
"Loan Program") implemented in October 1999 pursuant to which Euronet
loaned sums to the employee in order to purchase shares of Common Stock on
the open market.

(6) Includes an aggregate of 24,000 shares of Common Stock issuable pursuant to
options exercisable within 60 days of February 20, 2002.
(7) Includes an aggregate of 65,606 shares of Common Stock issuable pursuant to
options exercisable within 60 days of February 20, 2002. Also includes
22,194 shares of Common Stock beneficially owned pursuant to the Loan
Program.
(8) Steven J. Buckley is also the President of Poland Partners L.P. Management
Company, the advisor to Poland Partners L.P., a shareholder of Euronet, but
disclaims ownership of the shares held by Poland Partners L.P. Mr. Buckley
resigned from the Board on March 7, 2002.
(9) Thomas A. McDonnell is also the President of DST Systems, Inc., a
shareholder of Euronet, but disclaims ownership of the shares held by DST
Systems, Inc.
(10) Eriberto R. Scocimara is also the President and Chief Executive Officer of
the Hungarian-American Enterprise Fund ("HAEF"), a shareholder of Euronet,
but disclaims ownership of the shares held by HAEF.
(11) Includes an aggregate of 30,000 shares of Common Stock issuable under
warrants exercisable within 60 days of February 20, 2002.

ELECTION OF DIRECTORS

Our Directors and Executive Officers are as follows:

Name Age Position
---- --- --------
Directors -

Michael J. Brown(1)............ 45 Chairman, Chief Executive Officer and Director
Daniel R. Henry................ 36 President, Chief Operating Officer and Director
Thomas A. McDonnell(1)(2)(3)... 52 Director
Dr. Andrzej Olechowski(1)(2)(3) 66 Director
Eriberto R. Scocimara(1)(2)(3). 52 Director
M. Jeannine Strandjord(1)(2)(3) 56 Director
Executive Officers
Kendall D. Coyne(4)............ 46 Chief Financial Officer
Jeffrey B. Newman.............. 47 Executive Vice President, General Counsel
James P. Jerome(5)............. 44 Executive Vice President, Managing Director
Miro I. Bergman(6)............. 39 Executive Vice President, EMEA General
Manager

--------
(1) Member of the Compensation Committee until November 27, 2001
(2) Member of the Audit Committee
(3) Member of the Stock Option Committee
(4) Mr. Coyne was appointed Chief Financial Officer effective May 8, 2001.
(5) Mr. Jerome was appointed Executive Vice President on November 27, 2001.
(6) Mr. Bergman was appointed Executive Vice President on January 8, 2001.

Classified Board

We currently have six directors divided among three classes as follows:
Class I--Michael J. Brown and M. Jeannine Strandjord; Class II--Eriberto R.
Scocimara and Dr. Andrzej Olechowski; and Class III--Thomas A. McDonnell and
Daniel R. Henry.

On March 5, 2002, the Board of Directors expanded the Board to seven
members, and appointed Dr. Andrzej Olechowski to the Board as a Class II
director. Dr. Olechowski had previously served as a director of Euronet from
1996 until 2000. Steven J. Buckley resigned as director on March 7, 2002. This
resignation was not motivated by a disagreement over our operations, policies
or practices. By a written consent dated March 25, 2002, the Board reduced the
number of directors to six.

Mr. Brown and Mr. Henry are employee directors. The remaining four directors
are independent directors.

Two Class II directors are to be elected at the Annual Meeting for
three-year terms ending at the Annual Meeting of Stockholders in 2005. The
Board has nominated Dr. Andrzej Olechowski and Eriberto R. Scocimara for
election as Class II directors. Unless otherwise instructed, the proxy holders
will vote the proxies received for Dr. Andrzej Olechowski and Eriberto R.
Scocimara. In the event that Dr. Olechowski or Mr. Scocimara are unable or
decline to serve as a director at the time of the Annual Meeting, the proxies
will be voted for any alternative nominees who shall be designated by the
present Board of Directors to fill the vacancy. We are not aware of any reason
that Dr. Olechowski or Mr. Scocimara will be unable or will decline to serve as
a director.

The election of each director requires an affirmative vote by the holders of
a plurality of the outstanding shares of Common Stock present and entitled to
be voted at the Annual Meeting.

The following information relates to the nominees indicated above and to our
other directors whose terms of office will extend beyond 2002. All directors
have held their present positions for at least five years, except as otherwise
indicated.

Name of Director or Current Term Expires
Nominee --------------------
-------------------
Thomas A. McDonnell 2003
Daniel R. Henry 2003
Michael J. Brown 2004
M. Jeannine Strandjord 2004
Dr. Andrzej Olechowski* 2005
Eriberto Scocimara* 2005
--------
* If elected at the Annual Meeting.

DR. ANDRZEJ OLECHOWSKI previously served as a Director of Euronet from its
incorporation in December 1996 until his resignation in May 2000. He has held
several senior positions with the Polish government: from 1993 to 1995, he was
Minister of Foreign Affairs and in 1992 he was Minister of Finance. From 1992
to 1993, and again in 1995, he served as economic advisor to President Walesa.
From 1991 to 1992, he was Secretary of State in the Ministry of Foreign
Economic Relations and from 1989 to 1991 he was Deputy Governor of the National
Bank of Poland. At present Dr. Olechowski is with Central Europe Trust, Poland,
a consulting firm. Former Chairman of Bank Handlowy, Dr. Olechowski sits on the
International Advisory Board of Textron and boards of various charitable and
educational foundations. He received a Ph.D. in Economics in 1979 from the
Central School of Planning and Statistics in Warsaw. If elected,
Dr. Olechowski's term will expire in May 2005, or when his successor is duly
elected and qualified at the next Annual Meeting of Stockholders.

ERIBERTO R. SCOCIMARA has been a Director of Euronet since its incorporation in
December 1996 and he previously served on the boards of Euronet's predecessor
companies. Since April 1994, Mr. Scocimara has served as President and Chief
Executive Officer of the Hungarian-American Enterprise Fund ("HAEF"), a private
company that is funded by the U.S. government and invests in Hungary. HAEF is a
shareholder of

Euronet. Since 1984 he has been the President of Scocimara & Company, Inc., an
investment management company. Mr. Scocimara is currently a director of HAEF,
Carlisle Companies, Roper Industries, Quaker Fabrics and several privately
owned companies. He has a Licence de Science Economique from the University of
St. Gallen, Switzerland, and an M.B.A. from Harvard University. If elected, Mr.
Scocimara's term will expire in May 2005, or when his successor is duly elected
and qualified at the next Annual Meeting of Stockholders.

The Board of Directors recommends that stockholders vote "FOR" election of
Dr. Andrzej Olechowski and Eriberto R. Scocimara as Class II directors of
Euronet.

Other Directors

THOMAS A. MCDONNELL has been a Director of Euronet since its incorporation in
December 1996 and he previously served on the boards of Euronet's predecessor
companies. From 1973 to September 1995, he served as Treasurer of DST Systems,
Inc., a shareholder of Euronet. Since October 1984 he has served as Chief
Executive Officer and since January 1973 (except for a 30-month period from
October 1984 to April 1987) he has served as President of DST Systems, Inc. He
is a director of BHA Group, Inc., DST Systems, Inc., Computer Science
Corporation, Commerce Bancshares, Inc., Gramin Ltd. and Blue Valley Ban Corp.
Mr. McDonnell has a B.S. in Accounting from Rockhurst College and an M.B.A.
from the Wharton School of Finance. Mr. McDonnell's term will expire in May
2003.

DANIEL R. HENRY founded the predecessor of Euronet with Michael Brown in 1994
and is serving as our President and Chief Operating Officer. Mr. Henry oversees
Euronet's daily operations, including our overseas subsidiaries, and is
responsible for our expansion into new markets. Prior to joining us, Mr. Henry
was a commercial real estate broker for five years in the Kansas City
metropolitan area where he specialized in the development and leasing of
premier office properties. Mr. Henry received a B.S. in Business Administration
from the University of Missouri--Columbia in 1988. Mr. Henry has been a
Director of Euronet since our incorporation in December 1996 and he previously
served on the boards of Euronet's predecessor companies. Mr. Henry is married
to the sister of the wife of Michael J. Brown, the Chief Executive Officer of
Euronet. Mr. Henry's term will expire in May 2003.

MICHAEL J. BROWN is one of the founders of Euronet and has served as our Chief
Executive Officer since 1994. In 1979, Mr. Brown founded Innovative Software,
Inc., a computer software company that was merged with Informix in 1988. Mr.
Brown served as President and Chief Operating Officer of Informix from February
1988 to January 1989. He served as President of the Workstation Products
Division of Informix from January 1989 until April 1990. In 1993, Mr. Brown was
a founding investor of Visual Tools, Inc. Mr. Brown received a B.S. in
Electrical Engineering from the University of Missouri--Columbia in 1979 and a
M.S. in Molecular and Cellular Biology at the University of Missouri--Kansas
City in 1996. Mr. Brown has been a Director of Euronet since our incorporation
in December 1996 and he previously served on the boards of Euronet's
predecessor companies. Mr. Brown is married to the sister of the wife of Daniel
R. Henry, President and Chief Operating Officer of Euronet. Mr. Brown's term
will expire in May 2004.

M. JEANNINE STRANDJORD agreed to serve on our Board on March 26, 2001. Since
November 1998, Ms. Strandjord has been Senior Vice President of Finance for the
Long Distance Division of Sprint Corporation ("Sprint"), with responsibility
for billing, accounting, budgeting, financial policy, financial systems,
operational analysis, receivables management and decision support. Prior to
November 1998, Ms. Strandjord was Senior Vice President and Treasurer for
Sprint. She held that position since 1990. From 1986 to 1990, she served as
Vice President and Controller of Sprint. Ms. Strandjord joined Sprint in
January 1985, serving as Vice President of Finance and Distribution at
AmeriSource, Inc., a Sprint subsidiary. Prior to joining Sprint, Ms. Strandjord
was Vice President of Finance for Macy's Midwest and had held positions with
Kansas City Power & Light Co. and Ernst and Whinney. Ms. Strandjord holds a
bachelor's degree in accounting and business administration from the University
of Kansas and is a certified public accountant. She is a member of the board of
directors of American Century Mutual Funds and DST Systems, Inc., a shareholder
of Euronet. Ms. Strandjord's term will expire in May 2004.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Collateral for Delivery of Surety Bond

On September 12, 2000, Michael J. Brown, our CEO, pledged approximately $4
million of marketable securities that he owns (the "Pledge") to Travelers
Insurance Company ("Travelers") in order to induce Travelers to provide a
surety bond in the amount of $5 million on our behalf to the Hungarian bank,
MKB (the "Surety Bond"). MKB provides cash to us for use in our ATM network in
Hungary. We did not pay any consideration to Mr. Brown for providing the
Pledge. As of March 18, 2002, we provided a letter of credit as collateral to
secure the Surety Bond and the Pledge was released.

Advance of Cash for Use in Czech Republic ATM Network

In January and February 2001, Mr. Brown and his wife, Mildred E. Brown, made
cash advances to us totaling $500,000 for use in our Czech Republic ATM
network. The advances have been made at a rate of interest of 10% per annum. We
did not grant any security for these advances, which have been made on a
rolling six-month basis. We repaid this loan on January 9, 2002.

Credit Facility

On June 28, 2000, we entered into an unsecured revolving credit agreement
(the "Credit Agreement") providing a facility of up to $4.0 million from three
of our shareholders as follows: DST Systems, Inc. ("DST") in the amount of $2.4
million; Hungarian-American Enterprise Fund ("HAEF") in the amount of $1.0
million; and Michael J. Brown in the amount of $600,000. Thomas A. McDonnell
and Eriberto Scocimara, who are two of our directors, are the President and
Chief Executive Officers of DST Systems, Inc. and HAEF, respectively. Draws
under the facility bore interest at 10% per annum. The facility was originally
available to be drawn upon until December 28, 2000, and repayment of any draws
was to be due June 28, 2001. The facility was amended and renewed twice (on
December 28, 2000 and June 28, 2001). The date for drawing was extended by
these amendments to December 28, 2001 and the maturity date was extended to
June 28, 2002.

In lieu of a commitment fee, the Credit Agreement provided for issuance of
100,000 warrants to these lenders on execution of the agreement, pro rata to
their contributions to the facility. In addition, it provided for issuance of
80,000 warrants pro rata to these lenders for each $1 million drawn by us under
the facility. All warrants were to have one-year expiration dates. The exercise
price of the warrants for DST and HAEF was set at the average closing share
price, as quoted on the Nasdaq SmallCap Market, for 10 trading days prior to
the warrant issue date, less 10 percent. The exercise price for Michael J.
Brown was originally the same as for the other lenders. It was revised by an
amendment to the Credit Agreement on January 27, 2002 to be no less than the
full trading price of our stock on Nasdaq as of the date of the agreement
providing for grant of the warrants, with the amount of the discount that would
have resulted from the original terms of the Credit Agreement to be paid to Mr.
Brown in cash.

On May 29, 2001 we drew $2.0 million under this facility and issued 160,000
warrants with respect to this draw.

We issued warrants as required under the Credit Agreement as of the time of
execution of the agreement on June 28, 2000 and the draw-down on May 29, 2001.
In addition, we issued 100,000 warrants upon each extension of the Credit
Agreement, that is, on December 28, 2000 and June 28, 2001. The exercise prices
for the warrants for DST and HAEF were $7.00 per share for the 100,000 warrants
issued as of June 28, 2000, $4.12 per share for the 100,000 warrants issued as
of December 29, 2000, $5.92 per share for the 160,000 warrants issued as of
May 29, 2001 and $6.70 per share for the 100,000 warrants issued as of June 28,
2001. The exercise prices for the warrants for Michael J. Brown were $8.25 per
share for the 100,000 warrants issued as of June 28, 2000, $4.12 per share for
the 100,000 warrants issued as of December 29, 2000, $7.05 per share for the
160,000 warrants issued as of May 29, 2001 and $9.00 per share for the 100,000
warrants issued as of June 28, 2001.

We repaid all amounts outstanding under the Credit Agreement on March 21,
2002, and the Credit Agreement was terminated.

Loans to Executives

We have made loans in the amount of $73,000 and $47,500, respectively, to
Mr. Bergman, our Executive Vice President and Mr. Newman, our Executive Vice
President and General Counsel, under a Loan Agreement Program implemented in
October 1999 pursuant to which Euronet loaned sums to Mr. Newman and
Mr. Bergman in order to purchase shares of Common Stock on the open market.
These are non-recourse, non-interest bearing loans with a maturity date of July
30, 2004. Mr. Bergman and Mr. Newman have used the proceeds to purchase 22,194
and 14,451 shares, respectively, of our Common Stock that have been pledged to
secure the loans. The full amount of these loans are currently outstanding.

In addition, we made a $35,000 loan to Mr. Newman in October 1998, at an
interest rate of 7%, primarily to defray certain moving and other personal
expenses incurred by Mr. Newman in connection with his family's move from
Hungary to France. This loan was repayable in December 2000, but has been
extended for an additional two years to December 2002.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To our knowledge, based solely on a review of copies of reports available to
us, during 2001, our directors, officers and greater than 10% beneficial owners
complied with all applicable Section 16(a) filing requirements, except that
Form 3s (Initial Statement of Beneficial Ownership of Securities) were filed
late following the appointments of Miro I. Bergman as Executive Vice President,
Kendall D. Coyne as Chief Financial Officer, M. Jeannine Strandjord as a
Director and James P. Jerome as Executive Vice President. These appointments
took place on January 8, 2001, May 8, 2001, May 30, 2001 and November 27, 2001,
respectively, and a Form 3 should have been filed within 10 days of each of
these appointments. The Form 3 for Mr. Bergman was filed on October 18, 2001,
the Form 3 for Mr. Coyne was filed on October 3, 2001, the Form 3 for Ms.
Strandjord was filed on November 25, 2001 and the Form 3 for Mr. Jerome was
filed on February 13, 2002.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board held seven meetings (including telephonic meetings) during 2001.
Each director attended at least 75% of the aggregate of the total number of
meetings of the Board held (during the period for which he or she was a
director) and the total number of meetings held by all Board committees on
which he or she served (during the periods for which he or she was a member).
The Board has a standing Audit Committee, a standing Compensation Committee and
a standing Stock Option Committee. The Board does not have a standing
nominating committee.

Audit Committee

The Audit Committee of the Board of Directors met three times in 2001. The
Audit Committee has oversight responsibilities with respect to our financial
audit and reporting process, system of internal controls and processes for
monitoring compliance with law. The Committee is also responsible for
maintaining open communication among the Committee, management and our outside
auditors. However, the Committee is not responsible for conducting audits,
preparing financial statements, or assuring the accuracy of financial
statements or filings, all of which is the responsibility of management and the
outside auditors.

Thomas A. McDonnell, M. Jeannine Strandjord, Eriberto Scocimara and Andrzej
Olechowski are the current members of the Audit Committee. Each member of the
Audit Committee is "independent" under the listing standards of the Nasdaq
SmallCap Market.

The Audit Committee performs its oversight functions and responsibilities
pursuant to a written charter adopted by our Board.

Report of the Audit Committee

The Audit Committee has reviewed and discussed with our management Euronet's
audited financial statements for the fiscal year ended December 31, 2001. The
Audit Committee has also discussed with KPMG Polska Sp. z o.o. ("KPMG"), our
independent auditors, all matters required by generally accepted auditing
standards to be discussed. The Audit Committee has received the written
disclosures and the letter from KPMG required by Independence Standards Board
Standard No. 1.

Based on this review and these discussions, and consistent with the Audit
Committee's roles and responsibilities described above and in the Committee's
charter, the Audit Committee recommended to the Board that the audited
financial statements be included in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 for filing with the Securities and Exchange
Commission.

Compensation Committee

The Compensation Committee, which is comprised entirely of independent
directors, met once in 2001 to review and approve the compensation levels of
our executives. In addition, the full Board dealt with staffing and executive
compensation matters throughout the year, with the management board members
recusing themselves with respect to decisions regarding management
compensation. The Compensation Committee makes determinations with respect to
salaries and bonuses payable to our executive officers. Thomas A. McDonnell,
M. Jeannine Strandjord, Andzrej Olechowski and Eriberto Scocimara are the
current members of the Compensation Committee. In addition, among our current
directors, Michael J. Brown was a member of this Committee until November 27,
2001.

Compensation Committee Interlocks and Insider Participation

Of the members of our Compensation Committee in 2001, Michael J. Brown is
our Chief Executive Officer and President. Mr. Brown did not participate in
decisions relating to his own compensation.

As we described above under the section entitled "Certain Relationships and
Related Transactions," on September 12, 2000, Michael J. Brown, our CEO,
pledged approximately $4 million of marketable securities that he owns (the
"Pledge") to Travelers Insurance Company ("Travelers") in order to induce
Travelers to provide a surety bond in the amount of $5 million on our behalf to
the Hungarian bank, MKB (the "Surety Bond"). MKB provides cash to us for use in
our ATM network in Hungary. We did not pay any consideration to Mr. Brown for
providing the Pledge. As of March 18, 2002, we provided a letter of credit as
collateral to secure the Surety Bond and the Pledge was released. In January
and February 2001, Mr. Brown and his wife, Mildred E. Brown, made cash advances
to us totaling $500,000 for use in our Czech Republic ATM network. The advances
have been made at a rate of interest of 10% per annum. We did not grant any
security for these advances, which have been made on a rolling six-month basis.
We repaid this loan on January 9, 2002.

warrants were to have one-year expiration dates. The exercise price of the
warrants for DST and HAEF was set at the average closing share price, as quoted
on the Nasdaq SmallCap Market, for 10 trading days prior to the warrant issue
date, less 10 percent. The exercise price for Michael J. Brown was originally
the same as for the other lenders. It was revised by an amendment to the Credit
Agreement on January 27, 2002 to be no less than the full trading price of our
stock on Nasdaq as of the date of the agreement providing for grant of the
warrants, with the amount of the discount that would have resulted from the
original terms of the Credit Agreement to be paid to Mr. Brown in cash.

On May 29, 2001 we drew $2.0 million under this facility and issued 160,000
warrants with respect to this draw.

We repaid all amounts outstanding under the Credit Agreement on March 21,
2002, and the Credit Agreement was terminated.

Stock Option Committee

The Stock Option Committee, which is comprised solely of independent
directors who are also members of the Compensation Committee, did not meet in
2001. The full Board adopted a policy commencing in the year 1999, which was
complied with during the full year 2001, of reviewing and approving option
grants during each of its meetings. The Stock Option Committee is available
between Board meetings to make determinations with respect to grants of options
to officers and other of our key employees. Thomas A. McDonnell, Dr. Andrzej
Olechowski, Eriberto R. Scocimara and M. Jeannine Strandjord are the current
members of the Stock Option Committee.

Compensation of Directors

We pay each director a fee of $3,000 for each board meeting attended in
person, $1,000 for each telephonic Board meeting attended and $1,000 for
participation in a Committee meeting. In addition, commencing May 2001, we
grant each director an option to purchase 10,000 shares of our Common Stock
upon appointment to the Board and an option to purchase 10,000 shares for each
year of service as a director. These options have a three-year vesting period
and a strike price that is equal to the closing trading price of our Common
Stock on the Nasdaq SmallCap Market on the day of the grant. We also reimburse
directors for out-of-pocket expenses incurred in connection with the directors'
attendance at meetings.

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding the
compensation awarded or paid by us to our Chief Executive Officer and to the
four other most highly compensated of our executive officers whose total annual
salary and bonus equaled or exceeded $100,000 during the year ended December
31, 2001 (the "Named Executive Officers") for the periods indicated:

Summary Compensation Table

Annual Compensation Long-Term Compensation
------------------------- -----------------------
Securities
Underlying
Other Annual Options/
Name and Principal Position Period Salary($) Bonus($) Compensation SARS(#)
--------------------------- ------ --------- -------- ------------ ----------

Michael J. Brown........... 2001 58,333 80,000 0 30,000
Chief Executive 2000 158,333 0 0 --
Officer 1999 200,000 0 0 --
Daniel R. Henry............ 2001 161,875 80,000 0 30,000
President and 2000 171,135 0 0 --
Chief Operating Officer 1999 175,000 0 0 --
Jeffrey B. Newman.......... 2001 205,000 20,500 33,853(1) 19,200
Executive Vice President 2000 202,000 20,000 35,000(1) 10,000
General Counsel 1999 190,000 0 30,584(1) 28,321
Miro I. Bergman............ 2001 206,250 52,500 18,000(2) 37,500
Managing Director 2000 177,348 60,000 18,000(2) --
EMEA 1999 160,450 0 18,000(2) 35,000
James Jerome............... 2001 165,000 24,750 0 35,000
Executive Vice 2000 135,000 20,000 0 10,000
President
Software Solutions......... 1999 120,000 0 0 30,000

--------
(1) Reimbursement of tuition paid for attendance of Mr. Newman's children at
American schools abroad and travel allowance.
(2) Housing allowance.

Option Grants in Last Fiscal Year

The following table provides certain information concerning options granted
to our Named Executive Officers during the year ended December 31, 2001. All
the options described below were granted under either the 1996 Euronet
Long-Term Incentive Stock Option Plan or the 1998 Euronet Stock Option Plan.

Individual Grants

Summary Compensation Table

Annual Compensation Long-Term Compensation
------------------------------------------------------ ---------------------------

% of Total
Number of Options
Securities Granted to Potential Realizable Value
Underlying Employees Execise at Assumed Annual Rates
Options in Fiscal Price Per of Stock Price Appreciation
Name Granted(1) Year Share Expiration Date for Option Term (2)
---- ---------- ---------- ---------- ----------------- ---------------------------
5%($) 10%($)
------- -------
Michael J. Brown. 10,000* 0.8% $ 5.85 April 30, 2011 36,790 93,234
20,000* 1.5% $ 16.40 November 27, 2011 206,277 522,748

Daniel R. Henry.. 10,000* 0.8% $ 5.85 April 30, 2011 36,790 93,234
20,000** 1.5% $ 16.40 November 27, 2011 206,277 522,748

Jeffrey B. Newman 10,000 0.8% $ 5.50 January 8, 2011 34,589 87,656
3,500* 0.3% $ 5.85 April 30, 2011 12,877 32,632
10,000* 0.4% $ 16.40 November 27, 2011 20,970 53,143

Miro I. Bergman.. 20,000 1.5% $ 5.50 January 8, 2011 69,178 175,312
7,500* 0.6% $ 5.85 April 30, 2011 27,593 69,925
10,000* 0.8% $ 16.40 November 27, 2011 103,139 261,374

James Jerome..... 10,000 0.8% $ 5.50 January 8, 2011 34,589 87,656
6,000* 0.5% $ 5.85 April 30, 2011 22,074 55,940
9,000 0.7% $ 12.68 September 6, 2011 71,769 181,878
10,000* 0.8% $ 16.40 November 27, 2011 103,139 261,374

--------
(1) All options except those marked with a double asterisk vest over five-year
periods, in equal tranches of one-fifth per year, commencing on the first
anniversary date of the grant. Options marked with a double asterisk vest
four years after the date of grant. Vesting of the options marked with a
single or double asterisk is accelerated and the options vest immediately
if Euronet meets certain annual financial targets that are defined in the
option grant. The options with April 30, 2011 expiration dates have vested
completely as a result of the fact that Euronet met its annual performance
target for the fiscal year 2001.
(2) Potential realizable value is based on the assumption that the shares
appreciate at the annual rates shown (compounded annually) from the date of
grant until the expiration of the option term. These numbers are calculated
based upon the requirements promulgated by the Securities and Exchange
Commission and do not reflect any estimate by us of future price increases.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

The following table sets forth certain information concerning options
exercised by the Named Executive Officers during the year ended December 31,
2001 and options held by such individuals at December 31, 2001.

Number of Securities Value of Unexercised In-The
Underlying Unexercised Money Options at
Shares Option at December 31, 2001 December 31, 2001($)(2)
Acquired Value --------------------------- ---------------------------
Name on Exercise Realized$(1) Execisable Unexercisable Exercisable Unexercisable
---- ----------- ------------ ---------- ------------- ----------- -------------

Michael J. Brown. -- -- 850,398 30,000 13,572,352 156,500
Daniel R. Henry.. 20,000 99,560 845,795 30,000 13,937,034 156,500
Jeffrey B. Newman 1,300 5,341 87,100 34,450 1,133,429 330,808
Miro Bergman..... -- -- 62,781 57,190 584,664 517,394
James Jerome..... -- -- 18,000 57,000 227,800 525,980

--------
(1) Market value of underlying securities on the date of exercise, minus the
exercise price.
(2) Market value of underlying securities on December 31, 2001 ($18.10), minus
the exercise price of in-the-money options.

Employment Agreements

Mr. Brown serves as our Chief Executive Officer and Chairman of the Board
pursuant to an employment agreement dated December 17, 1996. The term of this
agreement expired on December 17, 2001, but it was automatically renewed on
that date for an additional period of two years, until December 17, 2003. Under
the terms of his agreement, Mr. Brown's salary for 1997 was $100,000, subject
to annual review and adjustments by the Board. His salary was increased to
$200,000 per year effective July 1, 1998 and remained at that level until
September 2000, when Mr. Brown volunteered to reduce his salary. His salary was
restored to its full amount as of October 1, 2001. We reimburse Mr. Brown for
all reasonable and proper business expenses incurred by him in the performance
of his duties under the agreement. The terms of the agreement also provide that
Mr. Brown will be entitled to fringe benefits and perquisites comparable to
those provided to any or all of our senior officers. In the event we terminate
Mr. Brown's employment for certain reasons including serious misconduct,
dishonesty or breach of the agreement (referred to in the agreement as
"Cause"), or if Mr. Brown voluntarily terminates employment with us, he will be
entitled to receive all compensation, benefits and reimbursable expenses
accrued as of the date of this termination. If the agreement is terminated
without Cause, then Euronet will be required to pay all compensation and
benefits that are due to Mr. Brown under the agreement until the next
expiration date of the agreement, which at present is December 2003. In the
event Mr. Brown's employment with us is terminated by reason of death or
disability (as defined in the agreement), he (or his designated beneficiary)
will be paid his annual salary at the rate then in effect for an additional
one-year period. The agreement includes a provision requiring payment of
minimum severance of one year's salary in the event of dismissal following a
"change of control" of Euronet (as defined in the agreement). The agreement
also contains certain non-competition, non-solicitation and confidentiality
covenants.
We have entered into employment agreements on terms that are the same as
those of Mr. Brown's agreement with Messrs. Henry (President and Chief
Operating Officer), Newman (Executive Vice President and General Counsel) and
Bergman (Executive Vice President). These agreements include the same duration
and expiration dates, termination provisions (including those regarding
termination with and without Cause), severance pay on "change of control" and
non-competition, non-solicitation and confidentiality provisions. The only
differences between these agreements and Mr. Brown's agreement relate to
salary. We have described the base salary payable under each of these
agreements in the Summary Compensation Table above.

We do not have an employment agreement with Mr. Jerome.

Benefit Plans

We provide insurance benefits to our officers and other employees, including
health, dental, and life insurance, subject to certain deductibles and
copayments by employees.

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation Committee, which currently consists of four outside
directors, administers our executive compensation programs. The Committee is
responsible for establishing policies that govern both annual cash compensation
and equity ownership programs.

Overview and Philosophy

Our executive compensation policies have the following objectives:

-- To provide competitive compensation that will help attract, retain and
reward highly qualified executives who contribute to our long-term
success.

-- To align the interests of executive management and stockholders by
making individual compensation dependent upon achievement of financial
goals and by providing long-term incentives through our stock option
plans.

Our compensation package for executives consists of a base salary, annual
bonuses based on a combination of corporate and individual performance and
stock options, which vest over a period of years.

Compensation Levels in 2001

Base Salary

We set initial base salary for executives and management-level employees
within the range of salaries of executive officers with comparable
qualifications, experience and responsibilities at other companies in the same
or similar businesses and of comparable size and success. Salary determinations
upon hiring depend both upon the executive's salary at his previous place of
employment and upon the individual's potential value to Euronet as measured by
certain subjective non-financial objectives. The non-financial objectives
include the individual's potential and actual contribution to Euronet as a
whole, including his or her ability to motivate others, develop the skills
necessary to grow as Euronet matures, recognize and pursue new business
opportunities and initiate programs to enhance Euronet's growth and success.

In reviewing base salaries on an annual basis and in determining bonuses, we
balance the need to keep executives' compensation competitive as compared with
market levels and with our financial performance as a whole, measured, among
other things, by our stock price. Our stock price increased during the year
2001 from $4.50 on January 2, 2001 to $18.10 on December 31, 2001. This has
substantially increased the in-the-money component of options held by
management.

In July 1998, Mr. Brown's salary was set at $200,000 and Mr. Henry's was set
at $175,000. Neither salary has been increased since. Commencing October 15,
2000, Mr. Brown voluntarily waived payment of his salary entirely until further
notice and Mr. Henry reduced his salary by 10%, also until further notice.
Starting on October 1, 2001, Mr. Henry and Mr. Brown resumed drawing their full
salaries.

In view of compensation earned through grant of "milestone" share options at
the time of our initial public offering in March 1997, the Committee believes
that Mr. Brown's and Mr. Henry's overall compensation packages (base salary,
incentive compensation and stock options) are within an appropriate range given
the size and performance of Euronet.

Annual Incentive Compensation and Stock Option Programs

We established a bonus plan for 2001 that provided for payment of cash
bonuses and the grant of options that vest immediately in the event we hit
certain financial targets for the fiscal year 2001, defined by reference to our
operating gain/loss as a whole or of the specific division to which an employee
is attached. If the defined

financial targets were met, cash bonuses were earned and became payable in four
quarterly installments over the year 2002, and the "target vest" options were
to become exercisable as of March 31, 2002. Since Euronet met the overall
corporate financial target for the year 2001, the target vest options will vest
as of March 31, 2002 and cash bonuses will be payable for the year 2001. Under
this program, Mr. Brown and Mr. Henry earned bonuses of $80,000 each, Mr.
Bergman earned a bonus of $52,500, Mr. Jerome earned a bonus of $24,750 and
Mr. Newman earned a bonus of $20,500. We also paid bonuses to other
management-level employees under this program.

We sometimes pay discretionary bonuses based on a subjective evaluation of
an employee's contribution to our success or the need to retain a specific
individual. We did not pay any such bonuses to Named Executive Officers with
respect to the year 2001.

Stock Option Programs

Our stock option plans are designed to promote a convergence of long-term
interests between our employees and our stockholders and to assist in the
retention of executives. During the year 2001, all option grants were proposed
by management and approved by the Board.

The initial grant of options to an executive is designed to be competitive
with those of comparable companies for the level of job the executive holds and
to motivate the employee to contribute to an increase in our stock price over
time. We make additional grants periodically to reflect an executive's ongoing
contributions to our success, to create an incentive to remain with us and to
provide a long-term incentive to achieve or exceed our financial goals.

Executives realize gains only if the stock price increases over the exercise
price of their options and they exercise their options. Under the general terms
of our stock option plans, options are to be granted at an option price equal
to the fair market value of the Common Stock on the date of grant. Stock
options generally vest over a five-year period in order to encourage key
employees to remain with Euronet, but during 2001 Euronet also granted "target
vest" options as described above in the section entitled "Annual Incentive
Compensation and Stock Option Programs."

Our stock traded in a wide band from a low of $4.50 to a high of $18.20
during the year 2001, closing at $18.10, a four-fold increase as compared with
its price on January 2, 2001. As a result, most executive and upper-level
management employees have a substantial in-the-money component in their stock
options.

Benefits

Our executive officers are entitled to receive medical insurance benefits
and may participate in our 401(K) plan. We match 50% of participant deferrals
on the first 6% of employee deferrals, provided the participant's deferral is a
minimum of 4% of salary. The amounts matched vest to the employees over 5 years.

All of our employees are entitled to participate in an Employee Stock
Purchase Plan (the "ESPP") that was established in June 2001. This plan, which
has been established in accordance with certain federal income tax rules set
forth in Section 423 of the Internal Revenue Code, permits employees to
purchase stock from us at a price that is equal to 85% of the trading price on
the opening or the closing (at the employee's option) of certain three-month
"offering periods." Because of the relatively steady increase in our stock
price during the year, many employees took advantage of the ESPP and were able
to purchase stock at prices that were substantially below the price of the
stock as of the date of the purchase.

The amount of perquisites, as determined in accordance with the rules of the
Securities and Exchange Commission relating to executive compensation, did not
exceed 10% of salary and bonus for 2001 for any of the Named Executive Officers
except Mr. Newman.

Conclusion

Through our programs, a significant portion of our executive compensation is
linked directly to individual and company performance in furtherance of
strategic goals, as well as stock price appreciation. The Committee intends to
continue the policy of linking executive compensation to company performance
and stockholder return.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

Audit Fees

KPMG billed us aggregate fees of $336,478 for the audit of our annual
financial statements and for reviews of the financial statements included in
our Forms 10-Q, all for the year ended December 31, 2001.

Financial Information Systems Design and Implementation

No fees were billed during the 2001 fiscal year for Financial Information
Systems Design and Implementation.

All Other Fees

For the 2001 fiscal year, KPMG (including KPMG entities other than KPMG
Polska Sp. z o.o.) billed $323,403 in fees for all services other than those
described above. These fees included $247,803 for non-audit fees consisting of
tax compliance and tax advisory services, and $75,600 relating to due diligence
services in connection with a potential acquisition target. The Audit Committee
has considered whether the provision of these other services is compatible with
maintaining KPMG's independence and has determined that it is compatible.

Ratification of Appointment

We employed KPMG to perform the annual audit and to render other services
for 2001 and the Board has reappointed KPMG to render these same services in
2002. Representatives of KPMG will be available by telephone conference at the
Annual Meeting to answer questions and discuss any matter pertaining to the
report of Independent Public Accountants contained in the 2001 Annual Report to
Stockholders, which accompanies this proxy statement. Representatives of KPMG
will have the opportunity to make a statement, if they desire to do so.

Approval of Proposal

The ratification of the appointment of KPMG as our auditors for the year
2002 will require the affirmative vote of holders of a majority of our shares
outstanding on the Record Date.

The Board recommends that the stockholders vote "FOR" the ratification of
the appointment of KPMG as Euronet's independent auditors for the fiscal year
ending December 31, 2002.

APPROVAL OF THE EURONET WORLDWIDE, INC.
2002 STOCK INCENTIVE PLAN

General

Our Board is seeking stockholder approval of the Euronet Worldwide, Inc.
2002 Stock Incentive Plan (the "Plan"). A copy of the Plan is attached hereto
as an exhibit and should be consulted for detailed information. All statements
made herein regarding the Plan are only intended to summarize the Plan and are
qualified in their entirety by reference to the Plan.

If approved, the Plan will be in addition to two other option plans
currently in effect at Euronet. The two other plans, adopted in 1996 and 1998,
provided for the grant of options to purchase 2.4 million and 2 million shares,
respectively. Approximately 32,000 options in the aggregate remain available
for grant under the 1996 and 1998 plans.

Purpose of the Plan

The purpose of the Plan is to promote our long-term growth and profitability
by providing our eligible and prospective directors, officers, employees and
consultants with incentives to improve stockholder value and thereby to
attract, retain and motivate the best available persons for positions of
substantial responsibility.

Description of the Plan

Effective Date. The Plan became effective March 25, 2002 (the "Effective
Date").

Administration. The Plan will be administered by the Stock Option Committee
(the "Committee"). The Board may act in lieu of the Committee on any matter
within its discretion or authority, and may eliminate the Committee, or remove
any Committee member, at any time in its discretion. The Committee has broad
discretionary authority to administer the Plan, to make and modify Awards
(which are defined below) and document Awards, to prescribe rules and
regulations relating to the Plan, and to interpret the terms of the Plan and
any Award agreements. In addition, the Plan authorizes the Board from time to
time to authorize one or more of our officers to grant Options (which are
defined below) to our officers and employees or those of our subsidiaries, and
to determine the number of Options to be granted to these officers and
employees. However, no officer is permitted to grant an Option either to
himself or herself, or to any officer or employee who is a reporting person for
purposes of Securities and Exchange Commission Rule 16.

Types of Awards. Under the Plan, the Committee has discretionary authority
to grant stock options ("Options"), stock appreciation rights ("SARs"),
restricted stock awards ("Restricted Shares"), deferred share awards ("Deferred
Shares") and phantom rights ("Phantom Rights") (collectively, "Awards") to any
employee, independent contractor or non-employee director of Euronet as the
Committee shall designate. As of the Record Date, we, including our
subsidiaries, had 384 officers and employees and 4 non-employee directors who
were reasonably regarded as being eligible to participate in the Plan.

Shares Available for Grants. If the stockholders approve this proposal, the
Plan will reserve two million shares of our Common Stock for Awards granted
pursuant to the Plan, subject to certain adjustments upon an event such as a
stock split, reverse stock split, stock dividend, combination or
reclassification of Common Stock, or any other similar event.

Agreements Evidencing Awards; Stockholder Rights. Each Award granted under
the Plan (except an Award of unrestricted stock) will be evidenced by a written
Award agreement, which will contain provisions as the Committee in its
discretion deems necessary or desirable.

Options; Exercise Price; Term. Options may be either incentive stock
options ("ISOs") having terms required under Section 422 of the Internal
Revenue Code, or Options that are not ISOs ("NQSOs"). The Committee may grant
Options sequentially in one resolution for a series of future grants. The
exercise price as to any ISO may not be less than 100% of the fair market value
(as determined under the Plan) of the optioned shares on the date of grant and
110% in the case of an employee who owns more than 10% of the outstanding
Common Stock on the date of receiving an ISO grant. The per-share exercise
price for each NQSO grant shall also not be less than the fair market value of
the optioned shares on the date of the grant.

Vesting. Unless an Award agreement provides otherwise: (i) an independent
contractor may immediately exercise any Option, and (ii) any other Option will
become exercisable at the rate of 20% per year of the participant's service
after the grant date.

The Plan authorizes the Committee to unilaterally cancel any Option with
respect to which the exercise price of the underlying shares is more than twice
their fair market value on the date of the cancellation and for a continuous
period of 20 or more business days beforehand. If the Committee exercises this
discretion, each participant whose Options are cancelled will receive an amount
that is not less than the product of (i) the number of shares that the
participant had the vested right to purchase through exercise of the Option
immediately before its cancellation, (ii) 25% of the fair market value per
share on the date cancelled, and (iii) the ratio of such fair market value to
the cancelled Option's exercise price per share.

Dividend Equivalent Rights and Reload Grants. The Committee may award
dividend equivalent rights entitling the recipient of an Option to receive
amounts equal to the ordinary dividends that would be paid on shares, subject
to an unexercised Award as if such shares were currently outstanding. The
Committee will determine the method of any payment and the terms and conditions
of any dividend equivalent rights granted. In addition, the Committee may
include in any Option Award a provision under which a participant who exercises
the Option (in whole or in part) through the surrender of shares held for at
least six months will receive a new Option (the "Reload Option") to purchase an
equivalent number of shares at their fair market value on the grant date of the
Reload Option.

SARs. SARs may be granted in connection with an Option or independently as
determined by the Committee. The pricing restrictions in the Plan applicable to
Options also apply to the exercise price of SARs. Upon the exercise of an
Option in connection with which a SAR has been granted, the number of shares
that the Option is exercised for shall reduce the number of shares subject to
the SAR. Unless the Committee determines otherwise, upon exercise of a SAR and
the surrender of the exercisable portion of any related Award, the participant
will be entitled to receive payment of an amount equal to the excess of (a) the
fair market value of a share on the date of exercise of the SAR over (b) the
exercise price of this right as set forth in the Award agreement (or over the
Option exercise price if the SAR is granted in connection with an Option),
multiplied by (c) the number of shares with respect to which the SAR is
exercised.

Effect of Termination of Service. The Committee has broad discretion to
determine the effect of a termination of continuous service, with the Plan
requiring as follows unless the Committee determines otherwise: an Option or
SAR may be exercised at any time during an employee's continuous service with
Euronet or within 60 days thereafter unless (a) the Committee determines that
the employee's continuous service terminates due to "cause" as defined in the
Plan, in which case the participant's Option or SAR will lapse immediately and
the participant must return any dividend equivalent rights granted by us, and
(b) an employee dies, in which case the Option or SAR remains exercisable for
90 days following the employee's death. In addition, no Option or SAR may be
exercisable after expiration of its term or to a greater extent than the
employee was entitled to exercise it when the employee's continuous service
terminated. In the event a director or independent consultant terminates his
directorate or service for any reason other than death, all Options and SARs
then exercisable shall be exercisable for the remainder of their terms, subject
to the terms of any Award agreement, subject to immediate forfeiture if a
directorate is terminated for cause, and subject to expiration 90 days after a
director's death. If an outside consultant dies, the consultant's estate may
exercise any Options during their remaining term.

Restricted Share Awards. The Committee may grant Restricted Share Awards
that vest based on future conditions, and may include a purchase price if the
Committee desires. The participant will receive a certificate or certificates
for the appropriate number of shares after exercising the Restricted Share
Award.

Deferred Share Awards. The Committee may make discretionary Deferred Share
Awards to select eligible persons subject to the terms of the Plan. At the end
of each calendar year, or other periods approved by the Committee, the
Committee will credit the participant's account with a number of Deferred
Shares having a fair market value on that date equal to the compensation
deferred during the year, and any cash dividends paid during the year on
Deferred Shares previously credited to the participant's account. A participant
may receive immediate distribution of all or a portion of his or her Deferred
Shares on account of hardship (as defined in the Plan). Fractional shares will
not be distributed, but will be paid out in cash.

In all cases, we will generally distribute the Common Stock associated with
a Deferred Share Award over the five-year period after the Award holder
terminates service, subject to the holder's right to elect a different payout
term and commencement date. Any distribution of Common Stock will include
dividends that accrued after the date of the Deferred Share Award (with cash
dividends being converted into Deferred Shares at the end of each fiscal year).

Phantom Rights. The Committee may make discretionary Phantom Rights Awards
with respect to Common Stock, may select eligible persons for these Awards, and
may establish the terms and conditions under which Phantom Rights vest and are
cashed out.

Conditions on Issuance of Shares. The Committee has the discretionary
authority to impose restrictions on shares of Common Stock issued pursuant to
the Plan as it may deem appropriate or desirable, including the authority to
impose a right of first refusal and to establish repurchase rights.

Effect of Certain Transactions. Upon the later of (i) a change in corporate
control or the execution of an agreement to effect an "Accelerating Event"
(within the meaning of the Plan) and (ii) a participant's termination of
service either involuntarily or for good reason (within the meaning of the
Plan), all of the participant's Options and SARs will become fully exercisable,
all other Awards will become fully vested, and the Committee may permit the
participant to cancel outstanding Awards in exchange for a cash payment equal
to the value of the cancelled Award.

Duration of the Plan and Grants. The Plan prohibits Awards more than 10
years after its Effective Date. Each Award agreement for Options and SARs will
set forth the periods during which they will be exercisable. The maximum term
for an ISO (and a SAR granted in tandem with an ISO) may not exceed 10 years
(five years if the participant owns more than 10% of the Common Stock on the
date of grant).

Modification of Awards. The Committee may modify an Award as long as the
modification to the Award does not materially reduce the participant's rights
or materially increase the participant's obligations as determined by the
Committee.

Amendment and Termination of the Plan. The Board may from time to time
amend the terms of the Plan and, with respect to any shares at the time not
subject to Awards, suspend or terminate the Plan. No amendment, suspension, or
termination of the Plan will, without the consent of any affected participant,
alter or impair any rights or obligations under any Award previously granted.

Financial Effects of Awards. Euronet will receive no monetary consideration
for the granting of Awards under the Plan. We will receive no monetary
consideration other than the exercise price for shares of Common Stock issued
to participants upon the exercise of their Options or SARs or the purchase
price, if any, paid for Restricted Shares. We will also not receive monetary
consideration upon the distribution of Common Stock satisfying Deferred Share
or Phantom Rights Awards. Cash proceeds from the issuance of Common Stock
pursuant to any Award will be added to our general funds to be used for general
corporate purposes.

Under the intrinsic value method that we follow under applicable accounting
standards, recognition of compensation expense is not required when Options are
granted at an exercise price equal to or exceeding the fair market value of the
Common Stock on the date the Option is granted. Nonetheless, disclosure may be
required in financial statement footnotes regarding pro forma effects on
earnings and earnings per share of recognizing as a compensation expense an
estimate of the fair value of such stock-based awards.

The Financial Accounting Standards Board of Directors has issued an
interpretation of existing accounting treatment for stock-based compensation to
individuals who do not qualify as employees or directors of Euronet. Among
other things, this change requires recognition of compensation expense when
Options are awarded to these individuals.

The granting of SARs will require charges to our income based on the amount
of the appreciation, if any, in the average market price of the Common Stock to
which the SARs relate over the exercise price of those shares. If the average
market price of the Common Stock declines subsequent to a charge against
earnings due to estimated appreciation in the Common Stock subject to SARs, the
amount of the decline will reverse these prior charges to our income (but not
by more than the aggregate of these prior charges).

The granting of Restricted Shares or Deferred Shares will require charges to
our income in an amount equal to the fair market value, on the date of the
Award, of the shares of Common Stock credited pursuant to the Award, with the
expense generally being spread over any vesting period.

The granting of Phantom Rights will require ongoing charges to our income
based on changes in their vested value.

Disclosure of Awards

We have not yet made any Awards pursuant to the Plan and do not expect to do
so before the Plan receives stockholder approval.

Recommendation and Vote Required

The Board has determined that the Plan is desirable, cost-effective, and
produces incentives that will benefit us and our stockholders. The Board is
seeking stockholder approval of the Plan in order to satisfy the requirements
of the Internal Revenue Code for favorable tax treatment of ISOs, for an
exemption under Section 162(m) of the Internal Revenue Code, and to satisfy the
listing requirements of the National Association of Securities Dealers for
national market system securities.

Stockholder approval of the Plan requires the affirmative vote of the
holders of a majority of the votes cast at the Annual Meeting.

The Board of Directors recommends that stockholders vote "For" approval of
the Plan.

APPROVAL OF ISSUANCE OF COMMON STOCK IN EXCHANGES OF EURONET'S SENIOR DISCOUNT
NOTES PURSUANT TO SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933

In June 1998 we issued 243,211 units consisting of 12 3/8% Senior Discount
Notes due July 1, 2006 (the "Senior Discount Notes") and 729,633 warrants to
purchase 766,114 shares of our Common Stock pursuant to a registration
statement filed with the Securities and Exchange Commission. Since 1998, we
have exchanged a portion of the Senior Discount Notes and warrants for shares
of our Common Stock in a number of unrelated transactions that were exempt from
registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as
amended (the "Securities Act"). During 2001, we exchanged 97,700 units
(principal amount of DM 97.7 million) of our Senior Discount Notes and 293,100
warrants for a total of 3,238,650 shares of Common Stock in 16 separate
transactions pursuant to Section 3(a)(9).

We believe these transactions are favorable to Euronet and are accretive to
earnings per share. Each time we have exchanged debt for equity, we have
reduced the amount of interest payable (which interest would reduce earnings)
by more than the amount of dilution resulting to shareholders from the issuance
of new shares. As a general rule, we intend to continue to enter into these
types of exchange transactions when they are accretive to earnings per share,
although we may wish to enter into transactions that are not accretive as the
number of our bonds decreases, in order to be able to eliminate our outstanding
bond debt entirely.

Our Common Stock is listed on the Nasdaq SmallCap Market, and we have agreed
to comply with Nasdaq's listing rules. Rule 4350 of the Nasdaq listing rules
sets forth certain corporate governance standards for issuers whose Common
Stock is listed on the Nasdaq SmallCap Market. Rule 4350 requires, among other
matters, that a

company obtain stockholder approval in connection with a transaction (other
than a public offering) involving the sale or issuance of Common Stock at a
price less than the market price of the Common Stock, if the transaction equals
20% or more of the Common Stock or the voting power of the company outstanding
before the issuance. Our previous exchanges of Senior Discount Notes and
warrants for shares of our Common Stock did not require stockholder approval
under Rule 4350. However, in the future we may be presented with an opportunity
to exchange Senior Discount Notes and warrants for shares of our Common Stock
in a transaction or series of related transactions that require stockholder
approval under Rule 4350.

In the past six months the closing price of our Common Stock has ranged from
$12.60 to $22.20. Due to the volatility of the trading price of our Common
Stock we cannot predict with certainty the number of shares that would be
issued in any of these exchanges in the future, or the discount, if any, of the
shares exchanged. However, we wish to attempt to repurchase up to the full
amount of our Senior Discount Notes outstanding, which as of the date of these
proxy materials is $38 million face value. We intend to limit the exchange
transactions in which we issue Common Stock to those in which we would obtain a
discount to the market price of the Common Stock that does not exceed 25%.

In order to take advantage of any opportunity that arises for exchanges of
our Senior Discount Notes, we are asking you to approve the issuance of up to
three million shares of Common Stock for use in these exchanges, within the
discount parameters described above and on such other terms and conditions that
the Board, in its discretion, considers favorable to Euronet. We ask that this
authorization be available for us to conduct these exchanges for a period of
four months from the date of the Annual Meeting.

The Board recommends that the stockholders vote "FOR" approval of issuance
of up to three million shares of Common Stock in exchanges of Senior Discount
Notes pursuant to Section 3(a)(9) of the Securities Act, in exchange
transactions where the shares of Common Stock could be issued at a discount of
no more than 25% of the market price and on such other terms and conditions
that the Board, in its discretion, considers favorable to Euronet.

PERFORMANCE GRAPH

Set forth below is a line graph comparing the total cumulative return on the
Common Stock from March 7, 1997 (the date of the IPO) through December 31, 2001
with the Center for Research in Security Prices ("CRSP") Total Returns Index
for U.S. companies traded on the Nasdaq Stock Market (the "Market Group") and
an index group of peer companies, the CRSP Total Returns Index for U.S. Nasdaq
Financial Stocks (the "Peer Group"). The companies in each of the Market Group
and the Peer Group were weighted by market capitalization. Returns are based on
monthly changes in price and assume reinvested dividends. These calculations
assume the value of an investment in the Common Stock, the Market Group and the
Peer Group was $100 on March 7, 1997. Our Common Stock is traded on the Nasdaq
SmallCap Market under the symbol EEFT.

[CHART]

Comparison of Five - Year Cumulative Total Returns
Performance Graph for
EURONET WORLDWIDE, INC.

Produced on 02/07/2002 including data to 12/31/2001

Legend

CRSP Total Returns Index for: 03/1997 12/1997 12/1998 12/1999 12/2000 12/2001
----------------------------- ------- ------- ------- ------- ------- -------

EURONET WORLDWIDE, INC............ 100.0 51.7 17.9 50.4 32.9 120.7
Nasdaq Stock Market (US Companies) 100.0 120.8 170.3 316.4 190.3 151.0
Nasdaq Financial Stocks........... 100.0 138.1 134.2 133.3 143.9 158.3
SIC 6000--6799 US & Foreign

Notes

A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day,
the preceding trading day is used.
D. The index level for all series was set to $100.0 on 03/07/1997.

OTHER MATTERS

The Board knows of no other business which may come before the Annual
Meeting. If, however, any other matters are properly presented to the Annual
Meeting, it is the intention of the persons named in the accompanying proxy to
vote, or otherwise act, in accordance with their judgment on such matters.

By Order of the Board,

Jeffrey B. Newman
Executive Vice President, General
Counsel and Secretary

April 8, 2002

EXHIBIT A

EURONET WORLDWIDE, INC.
2002 STOCK INCENTIVE PLAN

1. PURPOSE

This 2002 Stock Incentive Plan (the "Plan") for Euronet Worldwide, Inc. (the
"Company") is intended to advance the interests of the Company through
providing select current and prospective key employees, directors, and
consultants of the Company with the opportunity to acquire Shares. By
encouraging such stock ownership, the Company seeks to attract, retain and
motivate the best available personnel for positions of substantial
responsibility and to provide additional incentives to directors, consultants,
and key employees of the Company to promote the success of the business.

2. DEFINITIONS

As used in this Plan, the following words and phrases shall have the
meanings indicated:

(a) "Award" shall mean any award made pursuant to this Plan, including
Options, Stock Appreciation Rights, Restricted Shares, Deferred Shares,
and Phantom Rights.

(b) "Award Agreement" shall mean any written document setting forth the
terms and conditions of an Award, as prescribed by the Committee.

(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(e) "Committee" shall mean (i) the committee that the Board appoints in its
discretion to administer the Plan, and (ii) any committee of Delegated
Officers whom the Board authorizes to make Awards pursuant to Section
3(c) of the Plan.

(f) "Common Stock" shall mean the Common Stock, $0.01 par value, of the
Company.

(g) "Company" shall mean Euronet Worldwide, Inc., a Delaware corporation.

(h) "Deferred Shares" shall mean shares of Common Stock credited under
Section 10 of this Plan.

(i) "Delegated Officer" has the meaning set forth in Section 3(c) of this
Plan.

(j) "Exercise Price" shall mean the price per Share at which an Option or
Stock Appreciation Right may be exercised.

(k) "Fair Market Value" per share as of a particular date shall mean (i) the
closing sales price per share of Common Stock on the principal national
securities exchange, if any, on which the shares of Common Stock shall
then be listed for the last preceding date on which there was a sale of
such Common Stock on such exchange, or (ii) if the shares of Common
Stock are not then listed on a national securities exchange, the last
sales price per share of Common Stock entered on a national inter-dealer
quotation system for the last preceding date on which there was a sale
of such Common Stock on such national interdealer quotation system, or
(iii) if no closing or last sales price per share of Common Stock is
entered on a national inter-dealer quotation system, the average of the
closing bid and asked prices for the shares of Common Stock in the
over-the-counter market for the last preceding date on which there was a
quotation for such Common Stock in such market, or (iv) if no price can
be determined under the preceding alternatives, then the price per share
as most recently determined by the Board, which shall make such
determinations of value at least once annually.

(l) "Good Reason" shall mean any of the following events, which has not been
either consented to in advance by the Participant in writing or cured by
the Company within a reasonable period of time not to exceed 20 days
after the Participant provides written notice thereof: (i) the
requirement that the Participant's principal service for the Company be
performed more than 30 miles from the Participant's

primary office as of an Accelerating Event (as defined in Section 12
hereof), (ii) other than as part of an across-the-board reduction
affecting all similarly-situated employees, a material reduction in the
Participant's base compensation in effect immediately before the
Accelerating Event; (iii) other than as part of an across-the-board
reduction affecting all similarly-situated employees, the failure by the
Company to continue to provide the Participant with the same level of
overall compensation and benefits provided immediately before the
Accelerating Event, or the taking of any action by the Company which
would directly or indirectly reduce any of such benefits or deprive the
Participant of any material fringe benefit; (iv) the assignment to the
Participant of duties and responsibilities materially different from
those associated with his position immediately before the Accelerating
Event; or (v) a material diminution or reduction, on or after an
Accelerating Event, in the Participant's responsibilities or authority,
including reporting responsibilities in connection with the
Participant's service with the Company.

(m) "Group of Persons" shall mean a "group" as such term is defined in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended, and the regulations promulgated thereunder (the "Exchange Act").

(n) "Incentive Stock Option" shall mean one or more Options to purchase
Common Stock which, at the time such Options are granted under this Plan
or any other such plan of the Company, qualify as incentive stock
options under Section 422 of the Code.

(o) "Non-Qualified Option" shall mean any Option that is not an Incentive
Stock Option.

(p) "Option" shall mean an Incentive Stock Option and/or a Non-Qualified
Option.

(q) "Optioned Shares" shall mean Shares subject to an Option granted
pursuant to this Plan.

(r) "Parent" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the time
of granting an Option, each of the corporations other than the Company
owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in
such chain.

(s) "Participant" shall mean any person who receives an Award pursuant to
this Plan.

(t) "Phantom Rights" shall have the meaning set forth in Section 11(a) of
this Plan.

(u) "Plan" shall mean this Stock Incentive Plan.

(v) "Restricted Shares" shall mean Shares subject to restrictions imposed
pursuant to Section 9 of this Plan.

(w) "Share" shall mean one share of Common Stock.

(x) "Stock Appreciation Right" shall mean the right to receive the
appreciation in value, or a portion of the appreciation in value, of a
specified number of shares of Common Stock pursuant to Section 8 of this
Plan.

(y) "Subsidiary" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the
time of granting an Option, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain.

(z) "Ten Percent Stockholder" shall mean a Participant who, at the time an
Option is granted, owns directly or indirectly (within the meaning of
Section 424(d) of the Code) stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the
Company, its Parent or a Subsidiary.

3. GENERAL ADMINISTRATION

(a) The Plan shall be administered by the Committee, provided that (i) only
directors who are "outside directors" within the meaning of Code Section 162(m)
shall make awards to persons subject to that section, and (ii) only directors
who are "non-employee directors" within the meaning of SEC Rule 16b-3 shall
make awards to persons who are reporting persons for purposes of SEC Rule 16.

(b) The Committee shall have the authority in its discretion, subject to
and not inconsistent with the express provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically granted
to it under the Plan or necessary or advisable in the administration of the
Plan, including, without limitation, the authority to grant Options; to
determine the Exercise Price; to determine the persons to whom, and the time or
times at which, Options shall be granted; to determine the number of shares to
be covered by each Option; to interpret the Plan; to prescribe, amend and
rescind rules and regulations relating to the Plan; to determine the terms and
provisions of the Award Agreements (which need not be identical) entered into
in connection with Options granted under the Plan; and to make all other
determinations deemed necessary or advisable for the administration of the Plan.

(c) Notwithstanding any provision to the contrary in Section 3(b) of this
Plan, the Board may from time to time authorize one or more officers of the
Company (each such officer, a "Delegated Officer") to do one or both of the
following: (i) designate officers and employees of the Company or any
Subsidiary to be granted Options; and (ii) determine the number of Options to
be granted to such officers and employees; provided, however, that the Board
may not authorize any Delegated Officer to grant an Option to (i) himself or
herself, or (ii) any officer or employee who is a reporting person for purposes
of SEC Rule 16. The Board resolution providing such authorization shall specify
both the total number of Options that such Delegated Officer or Officers may
grant and the formula for determining the Exercise Price for each Option
granted hereunder, provided that the authorized Exercise Price shall be deemed
to be the Fair Market Value of the underlying Shares if the Board does not
specify a different formula for determining the Exercise Price for particular
grants. Except as expressly provided herein, nothing in this Section 3(c) shall
be construed as creating any limitations on the power or authority of the Board
and the Committee to administer and operate the Plan.

(d) No member of the Committee shall be liable for any action taken or
determination made in good faith with respect to the Plan or any Award granted
hereunder.

4. GRANTING OF AWARDS

The Committee may grant Awards under the Plan at any time during the term of
the Plan (as established pursuant to Section 16).

5. ELIGIBILITY

(a) The Committee may grant Awards to any director, officer, key employee
or outside consultant of the Company or any Subsidiary, as well as to any
prospective director, officer, key employee, or outside consultant of the
Company or any Subsidiary as an inducement for such person to perform services
for the Company or any Subsidiary; provided that an Award Agreement may contain
terms and conditions providing for the termination of an inducement Award in
the event that a recipient thereof is not retained to perform services for the
Company with the period specified therein. In determining from time to time the
officers and employees to whom Awards shall be granted and the number of shares
to be covered by each Awards, the Committee shall take into account the duties
of the respective officers and employees, their present and potential
contributions to the success of the Company and such other factors as the
Committee shall deem relevant in connection with accomplishing the purposes of
the Plan.

(b) At the time of the grant of each Option under the Plan, the Committee
shall determine whether or not such Option is to be designated an Incentive
Stock Option. Incentive Stock Options shall not be granted to a director or a
consultant who is not an employee of the Company. The length of the exercise
period of Incentive Stock Options shall be governed by Section 7(e)(2) of the
Plan; the exercise period of all other Options will be governed by Section
7(e)(3).

(c) An Option designated as an Incentive Stock Option can, prior to its
exercise, be changed to a Non-Qualified Option if the Participant consents to
amend his Award Agreement to provide that the exercise period of such Option
will be governed by Section 7(e)(2) of the Plan.

6. STOCK

The stock subject to Awards shall be shares of the Common Stock. Such shares
may, in whole or in part, be authorized but unissued shares contributed
directly by the Company or shares which shall have been or which may be
acquired by the Company. The aggregate number of shares of Common Stock as to
which Awards may be granted from time to time under the Plan shall be 2,000,000
shares, with a limit of 250,000 shares per Participant during the term of the
Plan. The limitations established by the preceding sentence shall be subject to
adjustment as provided in Section 12 hereof. If any outstanding Awards under
the Plan for any reason expires or is cancelled or terminated without having
been exercised or vested in full, the shares of Common Stock allocable to the
unexercised or unvested portion of such Award shall (unless the Plan shall have
been terminated) become available for subsequent grants of Awards under the
Plan.

7. TERMS AND CONDITIONS OF OPTIONS

Each Option granted pursuant to the Plan shall be evidenced an Award
Agreement in such forms as the Committee may from time to time approve. Options
shall comply with and be subject to the following terms and conditions:

(a) Exercise Price. Each Option shall state the Exercise Price, which in
the case of Incentive Stock Options shall be not less than one hundred percent
(100%) of the Fair Market Value of the shares of Common Stock on the date of
grant of the Option; provided, however, that in the case of an Incentive Stock
Option granted to a Ten Percent Stockholder, the Exercise Price shall not be
less than one hundred ten percent (110%) of such Fair Market Value. The
Exercise Price per share for Non-Qualified Options shall also not be less than
the Fair Market Value of a share of Common Stock on the effective date of grant
of the Option. The Exercise Price shall be subject to adjustment as provided in
Section 12 hereof. The date on which the Committee adopts a resolution
expressly granting an Option shall generally be considered the day on which
such Option is granted. However, the Committee may, in its sole discretion,
grant a series of sequential Options to a Participant pursuant to a single
resolution adopted by the Committee. Such a series of sequential Options will
be treated as granted as of the specific future dates designated by the
Committee and such Options will have an Exercise Price determined in each case
by reference to the Fair Market Value of Common Stock as of the respective
future dates as of which the Options are deemed granted. For example, as of May
15, 2002, the Committee could, in its sole discretion, grant a series of
Options to a Participant equal to 1,000 shares of Common Stock which could be
deemed by the Committee to be granted at the rate of 250 shares as of June 1,
2002 and at the rate of 250 shares as of the first day of each of the next
three calendar months thereafter for an Exercise Price in each case equivalent
to the Fair Market Value of 250 shares of Common Stock as of each of the deemed
grant days.

(b) Restrictions. Any Common Stock issued under the Plan may contain
restrictions including, but not limited to, limitations on transferability, as
the Committee may set forth in the Award Agreement effecting an Award.

(c) Value of Shares. Options may be granted to any eligible person for
shares of Common Stock of any value, provided that the aggregate Fair Market
Value (determined at the time the Option is granted) of the stock with respect
to which Incentive Stock Options are exercisable for the first time by the
Participant during any calendar year (under all the plans of the Company, its
Parent and its Subsidiaries) shall not exceed $100,000.

(d) Medium and Time of Payment. The Exercise Price shall be paid in full,
at the time of exercise, in cash or, with the approval of the Committee, in
shares of Common Stock having a Fair Market Value in the aggregate equal to
such Exercise Price or in a combination of cash and such shares, provided that
any shares of Common Stock used to pay the Exercise Price must have been held
by the Participant for no less than six (6) months. In addition, the Committee
may provide in an Award Agreement for the payment of the Exercise Price on a
cashless basis, by stating in the exercise notice the number of Shares the
Participant elects to purchase pursuant to such exercise (in which case the
Participant shall receive a number of Shares equal to the number the
Participant would have received upon such exercise for cash less such number of
Shares as shall then have a Fair Market Value in the aggregate equal to the
Exercise Price due in respect of such exercise). The Committee may, in its
discretion and for any reason, refuse to accept a particular form of
consideration (other than cash, wire transfer of funds or a certified or
official bank check) at the time of any Option exercise.

(e) Term and Exercise of Options

(1) Unless the applicable Award Agreement otherwise provides, each Option
granted to an independent contractor performing services for the Company shall
be vested immediately and each Option granted to an employee or director shall
become vested and first exercisable in the following installments:

Anniversary Anniversary
Date of Grant Exercisable
------------- -----------

Less than One 0%...
One.......... 20%...
Two.......... 40%...
Three........ 60%...
Four......... 80%...
Five......... 100%...

(2) Incentive Stock Options shall be exercisable over the exercise period
specified by the Committee in the Award Agreement, but in no event shall such
period exceed ten (10) years from the date of the grant of each such Incentive
Stock Option; provided, however, that in the case of an Incentive Stock Option
granted to a Ten Percent Stockholder, the exercise period shall not exceed five
(5) years from the date of grant of such Option.

(3) Non-Qualified Options shall be exercisable over a period specified by
the Committee in the Award Agreement, but in no event shall such period exceed
ten (10) years from the date of the grant of each such Non-Qualified Option.

(4) The exercise period of any Option shall be subject to earlier
termination as provided in Section 7(g) and 7(h) hereof. An Option may be
exercised, as to any or all full shares of Common Stock as to which the Option
has become exercisable, by giving written notice of such exercise to the
Committee; provided that an Option may not be exercised at any one time as to
less than 100 shares (or such number of shares as to which the Option is then
exercisable if such number of shares is less than 100).

(5) The Committee may unilaterally and without advance notice to any
Participant cancel any Option with respect to which the Exercise Price per
Share is more than twice the Fair Market Value per Share both on the date of
the cancellation and for a continuous period of 20 or more business days before
that date. In consideration for this cancellation, the Committee shall make a
cash payment, to each Participant whose Options are cancelled, in an amount
that is not less than the product of (i) the number of Shares that the
Participant had the vested right to purchase through exercise of the Option
immediately before its cancellation, (ii) 25% of the Fair Market Value per
Share on the date cancelled, and (ii) the ratio of such Fair Market Value to
the cancelled Option's Exercise Price per Share."

(f) Dividend Equivalency; Reload Grants

(1) Any Option may, in the discretion of the Committee, provide for
dividend equivalency rights under which the Participant shall be entitled to
additional payments, in the nature of compensation, equal to the amount of
dividends which would have been paid, during the period such Option is held, on
the number of shares of Common Stock equal to the number of shares subject to
such Option.

(2) The Committee may in its discretion include in any Award Agreement with
respect to an Option (the "Original Option") a provision awarding an additional
option (the "Reload Option") to any Participant who delivers Shares in partial
or full payment of the Exercise Price of the Original Option. The Reload Option
shall be for a number of Shares equal to the number of Shares so delivered,
shall have an Exercise Price equal to the Fair Market Value of a Share on the
date of exercise of the Original Option, and shall have an expiration date no
later than the expiration date of the Original Option. In the event that an
Award Agreement provides for the grant of a Reload Option, such Award Agreement
shall also provide that the Exercise Price of the Original Option be no less
than the Fair Market Value of a Share on its date of grant, and that any Shares
that are delivered in payment of such Exercise Price shall have been held for
at least 6 months.

(g) Termination of Service

Except as provided in this Section 7(g) and Section 7(h) hereof and except
with respect to Options granted to an independent contractor performing
services for the Company, an Option may only be exercised by persons who are
employees or of the Company or any Parent or Subsidiary of the Company (or a
corporation or a Parent or Subsidiary of such corporation issuing or assuming
the Option in a transaction to which Section 424(a) of the Code applies), who
have remained continuously, or directors so in service since the date of grant
of the Option.

In the event the directorship of a Participant who is a director of the
Company shall terminate (other than by reason of death), all Options or
unexercised portions thereof granted to such Participant which are then
exercisable shall, unless earlier terminated in accordance with their terms,
remain exercisable over the exercise period specified by the Committee in the
Award Agreement; provided, however, that if the association of the Participant
with the Company shall terminate for "cause" (as determined by the Committee),
all Options theretofore granted to such Participant shall, to the extent not
theretofore exercised, terminate forthwith; and further provided that all
Options theretofore granted to such Participant which have not vested shall
terminate forthwith.

In the event a Participant who is an employee shall terminate all
association with the Company (other than by reason of death), all Options or
unexercised portions thereof granted to such Participant which are then
exercisable may, unless earlier terminated in accordance with their terms, be
exercised within sixty (60) days after such termination; provided, however,
that if the association of the Participant with the Company shall terminate for
"cause" (as determined by the Committee), all Options theretofore granted to
such Participant shall, to the extent not theretofore exercised, terminate
forthwith. A bona fide leave of absence shall not be considered a termination
or break in continuity of employment for any purpose of the Plan so long as the
period of such leave does not exceed ninety (90) days or such longer period
during which the Participant's right to reemployment is guaranteed by statute
or by contract. Where the period of such leave exceeds ninety (90) days and the
Participant's right to reemployment is not guaranteed, the Participant's
employment will be deemed to have terminated on the ninety-first (91st) day of
such leave. Nothing in the Plan or in any Option granted pursuant hereto shall
confer upon an employee any right to continue in the employ of the Company or
any of its divisions or Parent or Subsidiaries or interfere in any way with the
right of the Company or any such divisions or Parent or Subsidiary to terminate
or change the terms of such employment at any time.

Unless an Award Agreement provides otherwise, a Participant's changes or
changes in status between employee and director shall not be considered a
termination or break in continuity of employment for any purpose of the Plan.
The Committee may, in its discretion, provide similar treatment for changes in
the status of any independent consultant, and may so provide in an Award
Agreement or future modification thereof.

(h) Death of Participant. If a Participant who was an outside consultant
when his Option was granted shall die, all Options heretofore granted to such
Participant may be exercised at any time during the remaining period of their
terms by the personal representative of the Participant's estate or by a person
who acquired the right to exercise such Options by bequest or inheritance or
otherwise by reason of death of the Participant. If a Participant shall die
while a director of or employed by the Company or any Parent or Subsidiary of
the Company, all Options theretofore granted to such Participant may, unless
earlier terminated in accordance with their terms and to the extent already
vested and exercisable, be exercised by the Participant or by the personal
representative of the Participant's estate or by a person who acquired the
right to exercise such Option by bequest or inheritance or otherwise by reason
of death of the Participant, at any time within one year after the date of
death of the Participant.

8. STOCK APPRECIATION RIGHTS

(a) Granting of Stock Appreciation Rights. In its sole discretion, the
Committee may from time to time grant Stock Appreciation Rights to Participants
either in conjunction with, or independently of, any Options granted under the
Plan. A Stock Appreciation Right granted in conjunction with an Option may be
an alternative right wherein the exercise of the Option terminates the Stock
Appreciation Right to the extent of the number of shares purchased upon
exercise of the Option and, correspondingly, the exercise of the Stock
Appreciation Right

terminates the Option to the extent of the number of Shares with respect to
which the Stock Appreciation Right is exercised. Alternatively, a Stock
Appreciation Right granted in conjunction with an Option may be an additional
right wherein both the Stock Appreciation Right and the Option may be
exercised. A Stock Appreciation Right may not be granted in conjunction with an
Incentive Stock Option under circumstances in which the exercise of the Stock
Appreciation Right affects the right to exercise the Incentive Stock Option or
vice versa, unless the Stock Appreciation Right, by its terms, meets all of the
following requirements: (1) the Stock Appreciation Right will expire no later
than the Incentive Stock Option; (2) the Stock Appreciation Right may be for no
more than the difference between the Exercise Price of the Incentive Stock
Option and the Fair Market Value of the Shares subject to the Incentive Stock
Option at the time the Stock Appreciation Right is exercised; (3) the Stock
Appreciation Right is transferable only when the Incentive Stock Option is
transferable, and under the same conditions; (4) the Stock Appreciation Right
may be exercised only when the Incentive Stock Option may be exercised; and (5)
the Stock Appreciation Right may be exercised only when the Fair Market Value
of the Shares subject to the Incentive Stock Option exceeds the Exercise Price
of the Incentive Stock Option.

(b) Exercise Price. The Exercise Price as to any particular Stock
Appreciation Right shall not be less than the Fair Market Value of the Optioned
Shares on the date of grant.

(c) Timing of Exercise. The provisions of Section 7 regarding the period
of exercisability of Options are incorporated by reference herein, and shall
determine the period of exercisability of Stock Appreciation Rights.

(d) Exercise of Stock Appreciation Rights. A Stock Appreciation Right
granted hereunder shall be exercisable at such times and under such conditions
as shall be permissible under the terms of the Plan and of the Award Agreement
granted to a Participant, provided that a Stock Appreciation Right may not be
exercised for a fractional Share. Upon exercise of a Stock Appreciation Right,
the Participant shall be entitled to receive, without payment to the Company,
an amount equal to the excess of (or, in the discretion of the Committee if
provided in the Award Agreement, a portion of) the excess of the then aggregate
Fair Market Value of the number of Optioned Shares with respect to which the
Participant exercises the Stock Appreciation Right, over the aggregate Exercise
Price of such number of Optioned Shares. This amount shall be payable by the
Company, at the discretion of the Committee, in cash or in Shares valued at the
then Fair Market Value thereof, or any combination thereof.

(e) Procedure for Exercising Stock Appreciation Rights. To the extent not
inconsistent herewith, the provisions of Section 7 as to the procedure for
exercising Options are incorporated by reference, and shall determine the
procedure for exercising Stock Appreciation Rights.

9. RESTRICTED SHARE AWARDS

(a) Grants. The Committee shall have the discretion to grant Restricted
Share Awards to Participants. As promptly as practicable after a determination
is made that a Restricted Share Award is to be made, the Committee shall notify
the Participant in writing of the grant of the Award, the number of Shares
covered by the Award, and the terms upon which the Shares subject to the Award
may be earned. The date on which the Committee so notifies the Participant
shall be considered the date of grant of the Restricted Share Awards. The
Committee shall maintain records as to all grants of Restricted Share Awards
under the Plan.

(b) Earning Shares. Unless the applicable Award Agreement otherwise
provides, Shares subject to Restricted Share Awards shall be earned and become
non-forfeitable by a Participant according to the schedule set forth in Section
7(e)(1), provided the Participant is a director, officer, employee or
consultant on the scheduled vesting date. Notwithstanding the foregoing, each
Participant shall become (100%) vested immediately upon termination of the
Participant's service due to the Participant's disability or death.

(c) Accrual of Dividends. Whenever Restricted Shares are paid to a
Participant under this Plan, the Participant shall also be entitled to receive,
with respect to each Restricted Share paid, an amount equal to any cash
dividends and a number of shares of Common Stock equal to any stock dividends
declared and paid with respect to a share of Common Stock between the date the
relevant Restricted Share Award was initially granted to such Participant and
the date the Restricted Shares are being distributed. The Committee may also,
in its discretion distribute an appropriate amount of net earnings, if any,
with respect to any cash dividends paid between the grant date of the
Restricted Share Award and the distribution date of the Restricted Shares.

(d) Distribution of Restricted Shares.

(1) Timing of Distributions; General Rule. Except as otherwise
expressly stated in this Plan, the Committee shall distribute Restricted
Shares and accumulated dividends and interest to the Participant or his
beneficiary, as the case may be, as soon as practicable after they have been
earned. No fractional shares shall be distributed.

(2) Form of Distribution. The Committee shall distribute all Restricted
Shares, together with any shares representing stock dividends, in the form
of Common Stock. One share of Common Stock shall be given for each
Restricted Share earned. Payments representing cash dividends (and earnings
thereon) shall be made in cash.

(e) Deferral Elections. If expressly authorized in an Award Agreement a
Participant who is a member of a select group of management or highly
compensated employees (within the meaning of the Employee Retirement Income
Security Act of 1974, as amended) may irrevocably elect, at any time at least
12 months prior to the date on which a Participant becomes vested in any shares
subject to his or her Restricted Share Award, to defer the receipt of all or a
percentage of the Restricted Shares that would otherwise be transferred to the
Participant upon the vesting of such Award pursuant to Section 10 of this Plan.
If such an election is made, the Restricted Shares shall be credited to the
Participant's account as Deferred Shares on the date such Restricted Shares
would otherwise have been distributed to the Participant.

10. DEFERRAL ELECTIONS BY PARTICIPANTS.

(a) Elections to Defer. The Committee may, in its discretion, authorize
any Participant who is a director, consultant, or member of a select group of
management or highly compensated employees (within the meaning of the Employee
Retirement Income Security Act of 1974, as amended) to irrevocably elect to
forego the receipt of cash compensation and in lieu thereof to have the Company
credit Deferred Shares to an account payable to the Participant. Each election
shall take effect five business days after its delivery to the Committee,
unless in the meantime the Committee sends the Participant a written notice
explaining why the election is invalid. Notwithstanding the foregoing sentence,
elections shall be ineffective with respect to any compensation that a
Participant earns before the date on which the Committee receives the election.

(b) Cash Earnings on Deferred Shares. On the last day of each fiscal year
of the Company, the Committee shall credit to the Participant's account a
number of Deferred Shares having a value equal to the sum of any cash dividends
paid on Deferred Shares previously credited to the Participant's account. The
Committee shall hold each Participant's Deferred Shares until distribution is
required pursuant to subsection (c) hereof.

(c) Distributions of Deferred Shares and Earnings. The Committee shall
distribute a Participant's Deferred Shares in five substantially equal annual
installments that are paid before the last day of each of the five fiscal years
of the Company that end after the date on which the Participant's continuous
service terminates, unless the Participant has properly elected a different
form of distribution pursuant to an election (on a Form that the Committee
approves) that the Committee receives either more than 90 days before an
Accelerating Event or more than one year before the date on which the
Participant's continuous service terminates for any reason.

(d) Hardship Withdrawals. Notwithstanding any other provision of the Plan
or a Participant's election hereunder, in the event the Participant suffers an
unforeseeable hardship within the contemplation of this subsection, the
Participant may apply to the Committee for an immediate distribution of all or
a portion of his Deferred Shares. The hardship must result from a sudden and
unexpected illness or accident of the Participant or a dependent of the
Participant, casualty loss of property, or other similar conditions beyond the
control of the Participant. Examples of purposes which are not considered
hardships include post-secondary school expenses or the desire to purchase a
residence. In no event will a distribution be made to the extent the hardship
could be relieved through reimbursement or compensation by insurance or
otherwise, or by liquidation of the Participant's nonessential assets to the
extent such liquidation would not itself cause a severe financial hardship. The
amount of any distribution hereunder shall be limited to the amount necessary
to relieve the Participant's financial hardship. The determination of whether a
Participant has a qualifying hardship and the amount which qualifies for
distribution, if any, shall be made by the Committee in its sole discretion.
The Committee may require evidence of the purpose and amount of the need, and
may establish such application or other procedures as it deems appropriate.

(e) Rights to Deferred Shares. A Participant may not assign his or her
claim to Deferred Shares during his or her lifetime. A Participant's right to
Deferred Shares shall at all times constitute an unsecured promise of the
Company to pay benefits as they come due. The right of the Participant or his
or her beneficiary to receive benefits hereunder shall be solely an unsecured
claim against the general assets of the Company. Neither the Participant nor
his or her beneficiary shall have any claim against or rights in any specific
assets, shares, or other funds of the Company.

11. PHANTOM RIGHTS

(a) Awards. Awards of rights ("Phantom Rights") that relate indirectly to
shares of Common Stock may be made under this Plan and set forth in an
applicable Award Agreement. The Committee may, but shall not be required to,
make Awards of Phantom Rights. Subject to the terms of this Plan, the Committee
shall determine the terms of Phantom Rights Awards, may in its discretion
provide for their settlement in cash, Restricted Shares or other consideration,
and may impose different terms and conditions on a Phantom Rights Award than on
any other Award made to the same recipient or other Award recipients.

(b) Exercise of Phantom Rights. Unless an Award Agreement provides
otherwise, Phantom Rights Awards become vested according to the schedule set
forth in Section 7(e)(1).

(c) Payment of Phantom Rights. Upon exercise of a vested Phantom Right,
the holder thereof shall be entitled to receive a payment in respect of such
Phantom Right calculated using the formula set forth in the Award Agreement
(which shall relate to Shares available for Awards under the Plan).

(d) Forfeiture of Phantom Rights. In making an Award of Phantom Rights,
the Committee may impose a requirement that the recipient remain in the
employment or service (including service as an advisor or consultant) of the
Company or any Parent Corporation or Subsidiary for a specified minimum period
of time, or else forfeit all or a portion of such Phantom Rights Right which
has not been exercised, whether or not vested. Whether or not vested, a Phantom
Rights Award shall expire on the earlier of (a) the expiration of the tandem
Option or Restricted Share, if applicable, or (b) the expiration date set forth
in the Award Agreement. The Committee shall have authority to determine whether
to accelerate the termination of any forfeiture provisions contained in any
applicable Award Agreement.

(e) Rights as Stockholder; Dividends. A recipient of a Phantom Rights
Award shall have no rights as a stockholder with respect to any Phantom Rights.

12. EFFECT OF CERTAIN CHANGES

(a) If there is any change in the number of shares of Common Stock through
the declaration of stock dividends, recapitalization resulting in stock splits,
or combinations or exchanges of such shares, then the number of shares of
Common Stock available for Awards, the number of such shares covered by
outstanding Awards, and the price per Share pertaining to such Awards, shall be
proportionately adjusted to reflect any increase or decrease in the number of
issued shares of Common Stock; provided, however, that any fractional shares
resulting from such adjustment shall be eliminated.

(b) In the event of a proposed dissolution or liquidation of the Company,
or in the event of any corporate separation or division, including but not
limited to, a split-up, a split-off or spin-off, the Committee may provide that
the holder of each Award then exercisable shall have the right to exercise such
Award (at its then Exercise Price) solely for the kind and amount of shares of
stock and other securities, property, cash or any combination thereof
receivable upon such dissolution or liquidation, or corporate separation or
division; or the Committee may provide, in the alternative, that each Award
granted under the Plan shall terminate as of a date to be fixed by the
Committee, provided, however, that no less than thirty (30) days' written
notice of the date so fixed shall be given to each Participant who shall have
the right, during the period of thirty (30) days preceding such termination, to
exercise the Award as to all or any part of the shares of Common Stock covered
thereby, including shares as to which such Award would not otherwise be
exercisable.

(c) If while unexercised or unvested Awards remain outstanding under the
Plan (i) the Company executes a definitive agreement to merge or consolidate
with or into another corporation or to sell or otherwise dispose of
substantially all its assets, or (ii) more than 50% of the Company's then
outstanding voting stock is acquired by any person or Group of Persons (any
such event being an "Accelerating Event"), then from and after any later date
on which a Participant's service with the Company (including any successor)
terminates involuntarily or for Good Reason (any such date being referred to
herein as the "Acceleration Date"), all Awards granted to the Participant shall
be exercisable and vested in full, whether or not otherwise exercisable or
vested. Following the Acceleration Date, (a) the Committee shall, in the case
of a merger, consolidation or sale or disposition of assets, promptly make an
appropriate adjustment to the number and class of shares of Common Stock
available for Awards, and to the amount and kind of shares or other securities
or property receivable upon exercise or vesting of any outstanding Awards after
the effective date of such transaction, and the price thereof (if applicable),
and (b) the Committee may, in its discretion, permit the cancellation of
outstanding Awards in exchange for a cash payment in an amount per share
subject to any such Award determined by the Committee in its sole discretion,
but not less than the difference between the Fair Market Value per share of
Common Stock on the Acceleration Date, and the Exercise Price (if any)
pertaining to the Award.

(d) Subsections (a) and (b) of this Section 12 shall not apply to a merger
or consolidation in which the Company is the surviving corporation and shares
of Common Stock are not converted into or exchanged for stock, securities or
any other corporation, cash or any other thing of value. Notwithstanding the
preceding sentence, in case of any consolidation or merger of another
corporation into the Company in which the Company is the continuing corporation
and in which there is a reclassification or change (including a change to the
right to receive cash or other property) of the shares of Common Stock (other
than a change in par value, or from par value to no par value, or as a result
of a subdivision or combination, but including any change in such shares into
two or more classes or series of shares), the Committee may provide that the
holder of each Option or Stock Appreciation Right then exercisable shall have
the right to exercise such Option or Stock Appreciation Right solely for the
kind and amount of shares of stock and other securities (including those of any
new direct or indirect parent of the Company), property, cash or any
combination thereof receivable by the holder of the number of shares of Common
Stock for which such Option or Stock Appreciation Right might have been
exercised upon such reclassification, change, consolidation or merger.

(e) In the event of a change in the Common Stock as presently constituted,
which is limited to a change of all of its authorized shares with par value
into the same number of shares with a different par value or without par value,
the shares resulting from any such change shall be deemed to be the Common
Stock within the meaning of the Plan.

(f) To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive,
provided that each Option granted pursuant to this Plan and designated an
Incentive Stock Option shall not be adjusted in a manner that causes the Option
to fail to continue to qualify as an Incentive Stock Option within the meaning
of Section 422 of the Code.

(g) Except as hereinbefore expressly provided in this Section 12, a
Participant shall have no rights by reason of any subdivision or consolidation
of shares of stock of any class or the payment of any stock dividend or any
other increase or decrease in the number of shares of stock of any class or by
reason of any dissolution, liquidation, merger, or consolidation, and any issue
by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of shares
of Common Stock subject to an Award. The grant of an Award pursuant to the Plan
shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or any part of its business or assets.

13. RIGHTS AS A STOCKHOLDER; NONTRANSFERABILITY

(a) A Participant or a transferee of an Award shall have no rights as a
stockholder with respect to any Shares covered by such Award until the date of
the issuance of a stock certificate such Participant or transferee

for such Shares. No adjustments shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as provided in Section 7(f) or Section 12 hereof.

(b) Nontransferability Of Awards. Awards granted under the Plan shall not
be transferable other than by will or by the laws of descent and distribution,
and Options and Stock Appreciation Rights may be exercised, during the lifetime
of the Participant, only by the Participant. Notwithstanding the preceding
sentence, the Committee, in its sole discretion, may permit the assignment or
transfer of Awards (other than Incentive Stock Options except if permitted
pursuant to Section 422 of the Code) and the exercise thereof by a person other
than a Participant, on such terms and conditions as the Committee may determine.

14. OTHER PROVISIONS

The Award Agreements authorized under the Plan shall contain such other
provisions, including, without limitation, (i) the imposition of restrictions
upon the exercise of rights pertaining to an Award and (ii) the inclusion of
any condition not inconsistent with an Option designated by the Committee as an
Incentive Stock Option qualifying as an Incentive Stock Option, as the
Committee shall deem advisable, including provisions with respect to compliance
with federal and applicable state securities laws. In furtherance of the
foregoing, at the time of any exercise of rights pertaining to an Award, the
Committee may, if it shall determine it necessary or desirable for any reason,
require the Participant as a condition to the exercise thereof, to deliver to
the Committee a written representation of the Participant's present intention
to purchase the Common Stock for investment and not for distribution. If such
representation is required to be delivered, an appropriate legend may be placed
upon each certificate delivered to the Participant upon his exercise of part or
all of the rights pertaining to an Award and a stop transfer order may be
placed with the transfer agent. Each such Award shall also be subject to the
requirement that, if at any time the Committee determines, in its discretion,
that either (i) the listing, registration or qualification of Common Stock
subject to an Award upon any securities exchange or under any state, federal or
foreign law, or (ii) the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with, the
issue or purchase of Common Stock thereunder, the rights pertaining to an Award
may not be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee. A Participant shall not have
the power to require or oblige the Company to register any Common Stock subject
to an Award.

15. AGREEMENT BY PARTICIPANT REGARDING WITHHOLDING TAXES

(a) No later than the date of exercise of any Option or Stock Appreciation
Right, or the distribution of Shares to a Participant pursuant to a Restricted
Share or Deferred Share Award, the Participant shall pay to the Company or make
arrangements satisfactory to the Committee regarding payment of any federal,
state or local taxes of any kind required by law to be withheld, and may
satisfy minimum withholding consequences through the surrender of shares
subject to the Award; and

(b) The Company shall, to the extent permitted or required by law, have the
right to deduct from any payment of any kind otherwise due to the Participant
any federal, state or local taxes of any kind required by law to be withheld
with respect to an Award.

16. TERM OF PLAN

Awards may be granted pursuant to the Plan from time to time within a period
of ten (10) years from the date on which the Plan is adopted\ by the Board,
provided that no Awards granted under the Plan shall become effective, vested,
or exercisable unless and until the Plan shall have been approved by the
Company's stockholders.

17. SAVINGS CLAUSE

Notwithstanding any other provision hereof, this Plan is intended to qualify
as a plan pursuant to which Incentive Stock Options may be issued under Section
422 of the Code. If this Plan or any provision of this Plan shall be held to be
invalid or to fail to meet the requirements of Section 422 of the Code or the
regulations

promulgated thereunder, such invalidity or failure shall not affect the
remaining parts of this Plan, but rather it shall be construed and enforced as
if the Plan or the affected provision thereof, as the case may be, complied in
all respects with the requirements of Section 422 of the Code.

18. AMENDMENT AND TERMINATION OF THE PLAN; MODIFICATION OF AWARDS

(a) The Board may at any time and from time to time suspend, terminate,
modify or amend the Plan, provided that any amendment that requires stockholder
approval under applicable law shall be contingent on such approval. Except as
provided in Section 7 or 12 hereof, no suspension, termination, modification or
amendment of the Plan may adversely affect any Award previously granted unless
the written consent of the Participant is obtained.

(b) Modification of Awards. The Committee may modify an Award, provided
that no modification to such Award shall materially reduce the participant's
rights or materially increase the participant's obligations as determined by
the Committee.

19. NONEXCLUSIVITY OF THE PLAN

Neither the adoption of the Plan by the Board nor the submission of the Plan
to stockholders of the Company for approval shall be construed as creating any
limitations on the power or authority of the Board to adopt such other or
additional incentive or other compensation arrangements of whatever nature as
the Board may deem necessary or desirable or preclude or limit the continuation
of any other plan, practice or arrangement for the payment of compensation or
fringe benefits to employees generally, or to any class or group of employees,
which the Company or any Subsidiary now has lawfully put into effect,
including, without limitation, any retirement, pension, savings and stock
purchase plan, insurance, death and disability benefits and executive
short-term incentive plans.

20. NATURE OF PAYMENTS

(a) All Awards granted shall be in consideration of services performed for
the Company by the Participant, except for inducement Awards, which shall be
granted in consideration of a Participant's agreement to perform services for
the Company and are subject to revocation in the event that such services are
not performed.

(b) All Awards granted shall constitute a special incentive benefit to the
Participant and shall not be taken into account in computing the amount of
salary or compensation of the Participant for the purpose of determining any
benefits under any pension, retirement, profit-sharing, bonus, life insurance
or other benefit plan of the Company or under any agreement between the Company
and the Participant, unless such plan or agreement specifically otherwise
provides.

21. NONUNIFORM DETERMINATIONS

The Committee's determinations under this Plan need not be uniform and may
be made by it selectively among persons who receive, or are eligible to
receive, Awards (whether or not such persons are similarly situated). Without
limiting the generality of the foregoing, the Committee shall be entitled,
among other things, to make nonuniform and selective determinations which may,
inter alia, reflect the specific terms of individual employment agreements, and
to enter into nonuniform and selective Award Agreements, as to the persons to
receive Awards and the terms and conditions of Awards.

22. SECTION HEADINGS

The section headings contained herein are for the purpose of convenience
only and are not intended to define or limit the contents of said sections.

Adopted by the Board of Directors on March 25, 2002.

INCORPORATION BY REFERENCE

. The following sections of Euronet's Annual Report on Form 10-K for
the Fiscal Year Ended December 31, 2001 are incorporated by reference
in this proxy statement:

. Item 7 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations;

. Item 7A -- Quantitative and Qualitative Disclosures About Market
Risk;

. Item 8 -- Financial Statements and Supplementary Data; and

. Item 9 -- Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure (which states "Not applicable"
in the Form 10-K).

EURONET WORLDWIDE, INC.
FOR USE AT THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 8, 2002

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EURONET
WORLDWIDE, INC. The undersigned holder of shares of Common Stock of Euronet
hereby appoints Michael J. Brown, President and Chief Executive Officer, or
failing him, Jeffrey B. Newman, Executive Vice President and General Counsel, as
proxy for the undersigned to attend, vote, and act for and on behalf of the
undersigned at the annual meeting of stockholders of Euronet to be held on
Wednesday May 8, 2002 at 11:00 a.m. (Central time), at the Marriott Hotel, 10800
Metcalf Avenue, Overland Park, Kansas 66210, USA, and at any adjournments
thereof (the "Meeting"), and hereby revokes any proxy previously given by the
undersigned. If this proxy is not dated, it shall be deemed to be dated on the
date on which this proxy was mailed to Euronet.

Without limiting the general powers hereby conferred, with respect to
Euronet's proposal to elect directors, the shares of Common Stock represented by
this proxy are to be:

DIRECTORS

1. Nominees: (01) Dr. Andrzej Olechowski
(02) Eriberto R. Scocimara

[_] VOTED FOR ALL NOMINEES

[_] WITHHOLD ALL NOMINEES

[_] FOR ALL EXCEPT

INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the
"For All Except" box and strike a line through the nominee's name in the list
below. You shall consent to the election of the remaining nominee.

PROPOSALS

2. Proposal to approve the Euronet Worldwide, Inc. 2002 Stock Incentive Plan.

[_] Voted For
[_] Voted Against
[_] Abstain

3. Proposal to approve the issuance of up to 3 million shares of Common Stock
for use in exchanges of Senior Discount Notes in which the shares of Common
Stock could be issued at a discount of no more than 25% of the market
price.

[_] Voted For
[_] Voted Against
[_] Abstain

(CONTINUED AND TO BE SIGNED AND DATED ON REVERSE SIDE.)

(CONTINUED FROM PREVIOUS SIDE)

4. Proposal to ratify the selection of KPMG as independent auditors for 2002.

[ ] Voted For
[ ] Voted Against
[ ] Abstain

Please indicate your proposal selection by placing an "X" in the appropriate
numbered box with blue or black ink only.

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted in favor of each of the nominees set forth above and each of the
proposals indicated above.

Please sign exactly as your name(s) appear(s) on the books of Euronet. When
shares of Common Stock are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by president
or other authorized officer. If a partnership, please sign in partnership name
by authorized person.

Dated _______ ___, 2002

Signature

Signature, if Held Jointly

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.