EURONET SERVICES INC, S-1/A, 1997-02-24

EURONET SERVICES INC
S-1/A, 1997-02-24
FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC

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<PAGE> 1

AS SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 24, 1997

REGISTRATION NO. 333-18121
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
------------------------------------

AMENDMENT NO. 4 to

FORM S-1
Registration Statement Under
The Securities Act of 1933
------------------------------------
EURONET SERVICES INC.
(Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S> <C> <C>
DELAWARE 6099 74-2806888
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>

ZSIGMOND TER 10
H-1023 Budapest
Hungary
011-361-335-1224
(Address and telephone number of Registrant's principal executive offices)

CT CORPORATION SYSTEM
1633 Broadway
New York, New York 10019
(212) 664-7666
(Name, address and telephone number of agent for service)
------------------------------------
COPIES TO:

<TABLE>
<S> <C>
JAMES M. BARTOS, ESQ. CARTER STRONG, ESQ.
Shearman & Sterling Arent Fox Kintner Plotkin & Kahn
199 Bishopsgate 1050 Connecticut Avenue, N.W.
London EC2M 3TY England Washington, D.C. 20036
</TABLE>

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

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
------------------------------------

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

PROSPECTUS

SUBJECT TO COMPLETION, DATED FEBRUARY 24, 1997

LOGO

5,300,000 SHARES

COMMON STOCK
------------------------

Of the shares (the "Shares") of Common Stock (the "Common Stock") being
offered in the Offering, 3,038,650 shares are being offered by Euronet Services
Inc. ("Euronet" or the "Company") and 2,261,350 Shares are being offered by
certain shareholders of the Company (the "Selling Shareholders"). See "Principal
and Selling Shareholders". The Company will not receive any of the proceeds from
the sale of the Shares by the Selling Shareholders. A portion of the Shares
offered hereby are being offered outside the United States.

Prior to the Offering, there has been no public market for the Shares. It
is currently expected that the initial public offering price per share in the
Offering will be between $12 and $14. See "Underwriting" for a discussion of the
factors considered in determining the initial public offering price.

THE SHARES OF COMMON STOCK OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 6 FOR A DISCUSSION OF CERTAIN RISKS
ASSOCIATED WITH THE OFFERING.
------------------------

The Common Stock has been approved for listing on the Nasdaq National Market
under the symbol "EEFT".

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------

<TABLE>
<CAPTION>
PROCEEDS TO
INITIAL PUBLIC UNDERWRITING PROCEEDS TO THE SELLING
OFFERING PRICE DISCOUNT(1) THE COMPANY(2) SHAREHOLDERS(2)
-------------- ----------------- ----------------- --------------
<S> <C> <C> <C> <C>
Per share...................... $ $ $ $
Total(3)....................... $ $ $ $
</TABLE>

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

(1) The Company and the Selling Shareholders have agreed to indemnify the
Underwriters (as defined in "Underwriting") against certain liabilities,
including liabilities under the Securities Act of 1933, as amended. See
"Underwriting".

(2) Before deducting estimated expenses of $ , of which $ and
$ are payable by the Company and the Selling Shareholders,
respectively, in connection with the Offering. See "Underwriting".

(3) The Company has granted to the Underwriters an option exercisable for 30
days from the date of this Prospectus to purchase, or procure purchasers
for, up to an additional 795,000 Shares of Common Stock at the initial
public offering price per share, less the underwriting discount, solely to
cover over-allotments, if any. If such option is exercised in full, the
total initial public offering price, underwriting discount and proceeds to
the Company will be $ , $ and $ , respectively. See
"Underwriting".
------------------------

The Shares offered hereby are offered severally by the Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right to reject any order in whole or in part. It is expected that delivery of
the Shares offered hereby will be made at the offices of ING Baring (U.S.)
Securities, Inc., on or about , 1997.
------------------------

GLOBAL CO-ORDINATOR

ING BARINGS

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

U.S. OFFERING

ING BARINGS

ARNHOLD AND S. BLEICHROEDER, INC.

NOMURA SECURITIES INTERNATIONAL, INC.

INTERNATIONAL OFFERING

ING BARINGS

CREDIT SUISSE FIRST BOSTON

NOMURA INTERNATIONAL

The date of this Prospectus is , 1997

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
<PAGE> 3

No action has been or will be taken in any jurisdiction by the Company, the
Selling Shareholders or by any Underwriter that would permit a public offering
of the Shares or possession or distribution of a prospectus in any jurisdiction
where action for that purpose is required other than in the United States.
Persons into whose possession this Prospectus comes are advised by the Company,
the Selling Shareholders and the Underwriters to inform themselves about, and to
observe any restrictions as to, the offering of the Shares and the distribution
of this Prospectus.

Offers and sales of shares of Common Stock outside the United States are
being made pursuant to Regulation S and such shares are not being registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act") for the
purpose of sales outside the United States. A registration statement under the
Securities Act is in effect for offers and sales in the United States of shares
of Common Stock that were initially offered or sold outside the United States.
------------------------

The Euronet logo is a trademark of the Company. Except as otherwise
specified, all information in this Prospectus assumes that the Underwriter's
over-allotment option is not exercised.
------------------------

Unless the context otherwise indicates, references herein to Euronet or the
Company include Euronet Services Inc. and its subsidiaries and their respective
predecessor companies. References to "dollar" and "$" are to United States
dollars, and the terms "United States" and "U.S." mean the United States of
America, its states, its territories, its possessions and all areas subject to
its jurisdiction.
------------------------

AVAILABLE INFORMATION

The Company has filed with the U.S. Securities and Exchange Commission (the
"Commission") a registration statement (herein, together with all amendments,
exhibits and schedules thereto, referred to as the "Registration Statement")
under the Securities Act, with respect to the securities offered hereby. This
Prospectus, which is part of the Registration Statement, does not contain all
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Shares, reference is
hereby made to the Registration Statement.

As a result of the Offering, the Company will become subject to the
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith, will file reports and other
information with the Commission. The Registration Statement, including the
exhibits and schedules thereto, and reports and other information filed by the
Company with the Commission can be inspected without charge and copied, upon
payment of prescribed rates, at the public reference facilities maintained by
the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the regional offices of the Commission located at 7 World Trade Center, 13th
Floor, New York, New York 10048 and the Northwest Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material and any part thereof will also be available by mail from the Public
Reference Section of the Commission, at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates, and via the Commission's address on the World Wide
Web at http://www.sec.gov.
------------------------

IN CONNECTION WITH THE OFFERING, ING BARING (U.S.) SECURITIES INC. AND ITS
AFFILIATES, ON BEHALF OF THE UNDERWRITERS, MAY OVER-ALLOT OR EFFECT TRANSACTIONS
WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SHARES AT A LEVEL ABOVE THAT
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE
EFFECTED ON THE NASDAQ NATIONAL MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

5
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and the consolidated financial statements appearing elsewhere in
this Prospectus. Except as otherwise indicated herein, all information in this
Prospectus has been adjusted to give effect to the reorganization of the
Company, which is subject to and effective upon the execution of the
underwriting agreement to be executed in connection with the Offering, pursuant
to which (i) 10,296,076 shares of Common Stock will be issued to the
shareholders of Euronet Holding N.V. in exchange for all of the Common Shares of
Euronet Holding N.V., (ii) options to acquire 3,113,355 shares of Common Stock
will be granted to the holders of options to acquire 3,113,355 Common Shares of
Euronet Holding N.V. in exchange for all of such options and (iii) awards with
respect to 800,520 shares of Common Stock will be issued to the holders of
awards with respect to 800,520 preferred shares of Euronet Holding N.V. in
exchange for all such awards (the "Reorganization"). Euronet Holding N.V. will
be dissolved following the Reorganization. See "Certain Transactions."

THE COMPANY

Euronet operates the only independent, non-bank owned automatic teller
machine ("ATM") network in Central Europe, as a service provider to banks and
other financial institutions. The Company was established in 1994, commenced
operations in June 1995 and as of December 31, 1996 operated a network of 166
state-of-the-art ATMs, 131 of which are located in Hungary and 35 of which are
located in Poland. Through agreements and relationships with local banks and
international card issuers and ATM networks such as American Express, VISA,
Plus, Mastercard, Europay and Cirrus (together "International Card
Organizations") Euronet's ATMs are able to process ATM transactions for holders
of credit and debit cards issued by or bearing the logo of such banks and
International Card Organizations. The Company receives a fee from the card
issuing banks or International Card Organizations for all ATM transactions
processed on its ATMs. The Company also offers outsourced ATM management
services to local banks that own proprietary ATM networks for which the Company
also receives fees on a per transaction basis as well as a monthly basis. For
the period from June 22, 1994 (inception) to December 31, 1996, the Company had
an aggregate net loss of $9.7 million (including a one-time non-cash expense of
$4.2 million recorded in 1996). The Company expects to continue to generate
losses from operating activities while it concentrates on the expansion of its
ATM network business.

The Company believes that the services it provides permit it to capitalize
on the trends developing in the Central European banking market and other
banking markets. Bank account usage and credit and debit card issuance are
increasing in Central Europe as the demand for banking services continues to
grow in the region. Connecting to the Company's ATM network enables banks to
offer their customers the convenience of cash withdrawal and balance inquiry
services in numerous off-site locations without incurring additional branch
operational costs such as personnel costs. In addition, the Company believes
that the services it offers are attractive to domestic banks in the increasingly
competitive banking market in Central Europe because such banks can generally
connect to Euronet's network with less labor and expense than building their own
networks. In addition, banks can outsource the management of their proprietary
ATM networks to the Company. These services allow banks to provide ATM access to
their customers, expanding the range of banking services they offer. "Western"
banks entering the Central European market are already accustomed to the concept
of shared ATM networks and have begun to connect to Euronet's ATM network.

As of December 31, 1996, Euronet's ATMs accepted approximately 99% of the
credit and debit cards issued in Hungary and approximately 25% of the credit and
debit cards issued in Poland. In addition, all major international credit and
debit cards, including those bearing the VISA, Plus, Europay, Mastercard and
Cirrus logos and American Express cards, may be used at Euronet's ATMs located
in Hungary and all VISA, Plus and American Express cards may be used at
Euronet's ATMs located in Poland. The Company has entered into an agreement to
accept all credit and debit cards bearing the Europay, Mastercard and Cirrus
logos at its ATMs in Poland expected to be implemented in the first half of
1997.

The Company's strategy, for the short term, is to become the leading
low-cost ATM service provider in Central Europe meeting western standards of
reliability and customer service and, for the medium term, to become a leading
provider of a broader range of electronic fund transfer services in the region.
The key elements

6
<PAGE> 5

of Euronet's strategy are to expand its ATM network in Hungary, Poland, Germany
and other markets; continue to form strategic relationships with banks and
International Card Organizations; expand the range of services offered beyond
the basic cash withdrawal function, such as point of sale authorization and bill
paying; and expand ATM network management services.

There can be no assurance that the Company will be able to implement its
strategy successfully. The Company's ability to implement its strategy and
achieve its goals will depend on various factors including the increased demand
for ATM services and increased issuance of credit and debit cards in the
Company's current target markets, the ability to locate appropriate sites and
obtain necessary approvals for the installation of ATMs, the ability to install
and operate ATMs in an efficient and timely manner, the expansion of the
Company's business into new countries as currently planned, entering into
additional Acceptance Agreements with banks, the ability to obtain sufficient
numbers of ATMs on a timely basis and the availability of financing for such
expansion and competition from other ATM networks.

The Company's principal executive offices are located at Zsigmond ter 10,
H-1023 Budapest, Hungary, and its telephone number at such address is
011-361-335-1224.

THE OFFERING

TOTAL SHARES OFFERED IN THE
OFFERING(1).............. 5,300,000 Shares

SHARES TO BE OFFERED BY THE
COMPANY.................. 3,038,650 Shares

SHARES TO BE OFFERED BY THE
SELLING SHAREHOLDERS..... 2,261,350 Shares

SHARES TO BE OUTSTANDING
AFTER THE OFFERING(1)(2)... 14,440,068 Shares

OVER-ALLOTMENT OPTION...... In connection with the Offering, the Company will
grant to the Underwriters an option exercisable for
30 days from the date of this Prospectus to
purchase up to 795,000 additional Shares, solely to
cover over-allotments, if any, at the initial
public offering price. See "Underwriting."

USE OF PROCEEDS............ Assuming an offering price of $13 per Share (the
midpoint of the range on the cover page of this
Prospectus) and no exercise of the over-allotment
option granted to the Underwriters, the net
proceeds to the Company and the Selling
Shareholders from the Offering, after deducting
underwriting discounts and commissions and
estimated offering expenses, are estimated to be
approximately $36 million and $28 million,
respectively. The Company will not receive any of
the proceeds from the sale of the Shares by the
Selling Shareholders. Approximately $30 million to
$33 million of the proceeds to the Company will be
used to implement the Company's strategy of
expanding its independent ATM network in Hungary,
Poland, Germany and other markets. The remainder of
the net proceeds to be received by the Company
(approximately $3 million to $7 million) will be
used for general corporate purposes, including
possible acquisitions and joint ventures consistent
with its strategic goals. See "Use of Proceeds."

DIVIDENDS.................. The Company currently intends to retain all future
earnings, if any, to fund the development and
growth of its business. Consequently, the Company
does not anticipate paying dividends on the Shares
in the foreseeable future. See "Dividend Policy."

PROPOSED LISTING........... The Shares have been approved for listing on the
Nasdaq National Market under the symbol "EEFT."

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

(1) Does not include up to 795,000 shares of Common Stock that may be offered
pursuant to the exercise by the Underwriters of the over-allotment option
granted by the Company to the Underwriters. See "Underwriting."

(2) Does not include 2,808,533 shares of Common Stock reserved for issuance
under the Company's stock option plans.

7
<PAGE> 6

SUMMARY CONSOLIDATED FINANCIAL DATA

The summary consolidated financial data set forth below with respect to the
Company's statement of operations data for the period from June 22, 1994
(inception) to December 31, 1994 and the years ended December 31, 1995 and 1996
and with respect to the balance sheet data as of December 31, 1994, 1995 and
1996 have been derived from, and are qualified by reference to, the audited
consolidated financial statements of the Company and the notes thereto included
elsewhere in this Prospectus (the "Consolidated Financial Statements"), prepared
in accordance with U.S. GAAP, which have been audited by KPMG Polska Sp. z o.o.,
independent public accountants. The Company believes that the period-to-period
comparisons of its financial results are not necessarily meaningful and should
not be relied upon as an indication of future performance. The following
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" appearing elsewhere
in this Prospectus.

<TABLE>
<CAPTION>
PERIOD FROM
JUNE 22,
1994
YEAR ENDED DECEMBER (INCEPTION)
31, TO
---------------------- DECEMBER 31,
1996 1995 1994
---------- ------- ------------
(IN THOUSANDS EXCEPT SHARE AND PER
SHARE DATA)
<S> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues.............................................. $ 1,261 $ 62 $ --
Loss before income taxes.............................. (7,899) (2,089) (228)
Net loss.............................................. (7,576)(1) (1,941) (228)
Pro forma net loss per share.......................... (0.55)
Pro forma number of shares outstanding(2)............. 13,823,775
</TABLE>

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

(1) Includes a one-time non-cash share compensation expense of $4,172,000
relating to certain employee and management options. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and Note 10 to the Company's Consolidated Financial Statements included
elsewhere in this Prospectus.
(2) See Note 2(k) to the Company's Consolidated Financial Statements included
elsewhere in this Prospectus for an explanation of the pro forma number of
shares outstanding used in determining pro forma net loss per share.

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
----------------------------------
1996 1995 1994
------------- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents................................. $ 2,541 $ 411 $2,036
Working capital........................................... 1,297 526 2,071
Total assets.............................................. 11,934 4,519 2,527
Capital lease obligations, less current portion........... 3,834 1,119 --
Total shareholders' equity................................ 5,136 2,097 2,422
</TABLE>

8
<PAGE> 7

RISK FACTORS

The Shares involve a high degree of risk. Accordingly, prospective
purchasers of shares of Common Stock should consider carefully all of the
information set forth in this Prospectus and, in particular, the risks described
below, prior to making any investment decision.

LIMITED OPERATING HISTORY; HISTORY OF AND ANTICIPATED FUTURE OPERATING LOSSES
AND NEGATIVE CASH FLOW

The Company has had a limited operating history. For the period from June
22, 1994 (inception) to December 31, 1994 and the years ended December 31, 1995
and 1996, the Company had net losses of approximately $228,000, $1.9 million and
$7.6 million, respectively, resulting in an aggregate net loss of $9.7 million
as of December 31, 1996. (The 1996 net loss includes a one-time non-cash stock
compensation expense of approximately $4.2 million relating to certain employee
and management options.) The Company expects to continue to generate losses from
operating activities while it concentrates on the expansion of its ATM network
business. As a result of the Company's strategy of continuing expansion and
increasing its market share, the Company's net losses are expected to increase
over the near term. There can be no assurance that the Company will achieve or
sustain profitability or generate significant revenues in the future or have
sufficient resources at any time to pay cash dividends on the Shares. See
"Consolidated Financial Statements" including the notes thereto, and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

SIGNIFICANT CAPITAL REQUIREMENTS

The development and expansion of the Company's ATM network and its ATM
management services operations in Hungary, Poland, Germany and other markets,
and the resulting operating losses will require substantial additional cash from
outside sources. The Company anticipates that its substantial cash requirements
will continue into the foreseeable future. Based on the Company's plans with
respect to the installation of ATMs and the provision of ATM management services
in Hungary, Poland, Germany and other markets in the near to medium term, and
the Company's requirements with respect to related infrastructure and
operational costs, management believes the net proceeds from the Offering and
funds expected to be available through financing arrangements will provide
sufficient funds necessary for the Company to expand its business as currently
planned. There can be no assurance, however, that additional financing will not
be required or will be available to the Company or, if available, that it can be
obtained on terms acceptable to the Company. Failure to obtain such financing
could result in the delay or abandonment of some or all of the Company's
acquisition, development and expansion plans and expenditures, which could have
a material adverse effect on its business prospects and the value of the Shares
and limit the Company's ability to pay cash dividends on the Shares. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."

RISKS RELATED TO RAPID EXPANSION OF BUSINESS

The continued rapid expansion and development of the Company's business
will depend on various factors including the increasing demand for ATM services
in the Company's current target markets, the ability to locate appropriate sites
and obtain necessary approvals for the installation of ATMs, the ability to
install ATMs in an efficient and timely manner, the expansion of the Company's
business into new countries as currently planned, entering into additional card
acceptance agreements with banks, the ability to obtain sufficient numbers of
ATMs on a timely basis and the availability of financing for such expansion. In
addition, such expansion may involve acquisitions which, if made, could divert
the resources and management time of the Company and require integration with
the Company's existing networks and services. The Company's ability to manage
effectively its rapid expansion will require it to continue to implement and
improve its operating, financial and accounting systems and to expand, train and
manage its employee base. The inability to manage effectively its planned
expansion could have a material adverse effect on the Company's business,
growth, financial condition and results of operations. See "Business --
Strategy."

9
<PAGE> 8

DEPENDENCE ON RELATIONSHIPS WITH BANKS AND INTERNATIONAL CARD ORGANIZATIONS

The Company's future growth depends on its ability to sign card acceptance
agreements with banks and International Card Organizations which allow the
Company's ATMs to accept credit and debit cards issued by such banks and
International Card Organizations as well as the renewal of such card acceptance
agreements, which generally provide for a two to five year term. The Company's
card acceptance agreements with banks generally include renewal clauses, but
provide that either party may elect not to renew an agreement upon completion of
its term. Banks may elect not to renew contracts for reasons unrelated to the
Company and its performance. There can be no assurance that the Company will be
able to continue to sign or maintain such agreements on terms and conditions
acceptable to the Company or that International Card Organizations will continue
to permit Euronet's ATMs to accept their credit and debit cards. The inability
to continue to sign or maintain such agreements or to continue to accept the
credit and debit cards of local banks and International Card Organizations at
its ATMs in the future could have a material adverse effect on the Company's
business, growth, financial condition and results of operations. See "Business
- -- Agreements with Card Issuers and International Card Organizations."

DEPENDENCE ON KEY PERSONNEL

The Company is dependent upon the services of certain of its executive
officers for the management of the Company and the implementation of its
strategy. Euronet's strategy and its implementation depend in large part on the
founders of the Company, in particular Michael Brown and Daniel Henry, and their
continued involvement in the Company in the future. The success of the Company
also depends in part upon its ability to hire and retain highly skilled and
qualified operating, marketing, financial and technical personnel. The
competition for qualified personnel in Central Europe is intense and,
accordingly, there can be no assurance that the Company will be able to continue
to hire or retain the required personnel. Although the Company's officers and
certain of its key personnel have entered into service or employment agreements
containing non-competition, non-disclosure and non-solicitation covenants and
providing for the granting of incentive stock options with long-term vesting
requirements, these contracts do not guarantee that these individuals will
continue their employment with the Company. The loss of certain key personnel
could have a material adverse effect on the Company's business, growth,
financial condition and results of operations. See "Management."

DEPENDENCE ON ATM TRANSACTION FEES

Transaction fees from banks and International Card Organizations for
transactions processed on the Company's ATMs have historically accounted for
substantially all of the Company's revenues. The Company expects that revenues
from ATM transaction fees will continue to account for a substantial majority of
its revenues for the foreseeable future. Consequently, the Company's future
operating results are almost entirely dependent on the increased issuance of
credit and debit cards, increased market acceptance of Euronet's services in its
target markets, the maintenance of the level of transaction fees received by the
Company, installation by the Company of larger numbers of ATMs and continued
usage of the Company's ATMs by credit and debit cardholders. A decline in usage
of Euronet's ATMs by ATM cardholders or in the levels of fees received by
Euronet in connection with such usage would have a material adverse impact on
the Company's business, growth financial condition and results of operations.

LEGAL CONSTRAINTS ON CONDUCTING BUSINESS IN GERMANY; DEPENDENCE ON FINANCIAL
INSTITUTIONS

Under German law, ATMs in Germany may be operated only by licensed
financial institutions. The Company, therefore, will not operate its own ATM
network in Germany and will act, under its contract with Service Bank GmbH
("Service Bank"), only as a subcontractor providing certain ATM-related services
to Service Bank. As a result, the Company's activities in the German market
currently are entirely dependent upon the continuance of the agreement with
Service Bank, or the ability to enter into a similar agreement with another bank
in the event of a termination of such contract. The inability to maintain such
agreement or to enter into a similar agreement with another bank upon a
termination of the agreement with Service Bank could have a material adverse
effect on the Company's operations in Germany.

10
<PAGE> 9

COMPETITION

Principal competitors of the Company include ATM networks owned by banks
and regional networks consisting of consortiums of local banks. Competitive
factors in the Company's business include network availability and response
time, price, ATM location and access to other networks. There can be no
assurance that the Company will be able to compete successfully in the future or
that competition will not have a material adverse effect on the Company's
business, growth, financial condition and results of operations. In addition,
there can be no assurance that Euronet's competitors will not introduce or
expand alternate methods of electronic funds transfer in the future which could
lead to a decline in the usage of Euronet's ATMs. See "Business -- Competition."

HOLDING COMPANY STRUCTURE RISKS

The Company conducts all of its operations through its subsidiaries.
Accordingly, the primary internal source of the Company's cash is dividends and
other distributions from its subsidiaries. Each of these subsidiaries was formed
under the laws of, and has its operations in, a country other than the United
States. In addition, each of the Company's operating subsidiaries receives its
revenues in the local currency of the jurisdiction in which it is situated. As a
consequence, the Company's ability to obtain dividends or other distributions is
subject to, among other things, restrictions on dividends under applicable local
laws and foreign currency exchange regulations of the jurisdictions in which its
subsidiaries operate. See "-- Inflation; Exchange Rate and Currency Risk." The
subsidiaries' ability to make distributions to the Company are also subject to
their having sufficient funds from their operations legally available for the
payment thereof which are not needed to fund their operations, obligations or
other business plans and, in some cases, obtaining the approval of the other
partners, stockholders or creditors of these entities. The laws under which the
Company's operating subsidiaries are organized provide generally that dividends
may be declared by the shareholders out of yearly profits subject to the
maintenance of registered capital and required reserves and after the recovery
of accumulated losses. If the Company's subsidiaries are unable to make
distributions to the Company, the Company's growth may be inhibited after the
proceeds of the Offering are exhausted unless the Company is able to obtain
additional debt or equity financing. See "-- Political, Economic and Legal
Risks." The Company may not be able to obtain debt financing if its subsidiaries
cannot make distributions to service the debt financing or obtain upstream
guarantees from its subsidiaries with respect to such debt financing. Because
the Company is the sole shareholder of each of its subsidiaries, the Company's
claims as such will generally rank junior to all other creditors of and
claimants against its subsidiaries. In the event of a subsidiary's liquidation,
there may not be assets sufficient for the Company to recoup its investment
therein.

POLITICAL, ECONOMIC AND LEGAL RISKS

The Company's principal operating subsidiaries currently operate in Hungary
and Poland. These and other countries in Central Europe have undergone
significant political and economic change in recent years. Political, economic,
social and other developments in such countries may in the future have a
material adverse effect on the Company's business. In particular, changes in
laws or regulations (or in the interpretation of existing laws or regulations),
whether caused by change in the government of such countries or otherwise, could
materially adversely affect the Company's business, growth, financial condition
and results of operations. Currently there are no limitations on the
repatriation of profits from Poland or Hungary, but there can be no assurance
that foreign exchange control restrictions, taxes or limitations will not be
imposed or increased in the future with regard to repatriation of earnings and
investments from Poland and Hungary. If such exchange control restrictions,
taxes or limitations are imposed, the ability of the Company to receive
dividends or other payments from its subsidiaries could be reduced, which may
have a material adverse effect on the Company. See "Business -- Government
Regulation."

Annual inflation and interest rates in Hungary, Poland and other countries
in Central Europe have been much higher than those in Western Europe. Exchange
rate policies have not always allowed for the free conversion of currencies at
the market rate. Fluctuations of inflation, interest and exchange rates could
have an adverse effect on the Company's business and the market value of the
Shares.

11
<PAGE> 10

Corporate, contract, property, insolvency, competition, securities and
other laws and regulations in Hungary, Poland and other countries in Central
Europe have been, and continue to be, substantially revised during their
transition to market economies. Therefore, the interpretation and procedural
safeguards of the new legal and regulatory systems are in the process of being
developed and defined and existing laws and regulations may be applied
inconsistently. Also, in some circumstances, it may not be possible to obtain
the legal remedies provided for under those laws and regulations in a reasonably
timely manner, if at all. In addition, transmittal of data by electronic means
and telecommunications is subject to specific regulation in most Central
European countries. Although such regulations have not had a material impact on
the Company's business to date, there can be no assurance that any changes in
such regulation, including taxation or limitations on transfers of data across
national borders, would not have a material adverse effect on the Company's
business, growth, financial condition and results of operations.

Poland and Hungary generally are considered by international investors to
be emerging markets. There can be no assurance that political, economic, social
and other developments in other emerging markets will not have an adverse effect
on the market value and liquidity of the Shares.

INFLATION; EXCHANGE RATE AND CURRENCY RISK

Although the transaction fees charged by the Company are denominated in
U.S. dollars or inflation adjusted, the Company generally receives payment in
local currency, primarily Hungarian forints and Polish zlotys. Since the fall of
Communist rule, both Hungary and Poland have experienced high levels of
inflation and significant fluctuation in the exchange rate for their currencies.
The Polish government has adopted policies that slowed the annual rate of
inflation from approximately 600% in 1990 to approximately 18% in 1996. In
addition, the exchange rate for the zloty has stabilized and the rate of
devaluation of the zloty has decreased since 1991. However, in Hungary in recent
years, the forint has continued to depreciate, principally by way of
devaluation, against the major currencies of the OECD and has limited
convertibility to other currencies. Significant amounts of the Company's
expenditures, including for the acquisition of ATMs and executive salaries are
made in U.S. dollars or are denominated in U.S. dollars. The Company attempts to
match any assets denominated in currencies other than U.S. dollars with
liabilities denominated in the same currencies. Nonetheless inflation and
currency exchange fluctuations have had, and may continue to have, an effect on
the financial condition and results of operations of the Company.

CONCENTRATION OF OWNERSHIP

After completion of the Offering, directors, officers and certain
significant shareholders of the Company will own beneficially in the aggregate
approximately 63% of the outstanding Shares. Such concentration of ownership may
have the effect of delaying or preventing transactions involving an actual or
potential change in control of the Company, including transactions in which
holders of Shares might receive a premium for their Shares over prevailing
market prices. See "Principal and Selling Shareholders" and "Description of
Capital Stock."

ANTI-TAKEOVER PROVISIONS

Certain provisions of the Company's Certificate of Incorporation (the
"Certificate of Incorporation") and By-Laws (the "By-Laws") and of Delaware law
could discourage potential acquisition proposals and could delay or impede a
change in control of the Company. These provisions, among other things: (i)
classify the Company's Board of Directors into three classes serving staggered
three-year terms; (ii) permit the Board of Directors, without further
stockholder approval, to issue preferred stock; and (iii) prohibit the Company
from engaging in a business combination (as such term is defined in the Delaware
law) with interested shareholders, except under certain circumstances. Such
provisions could diminish the opportunities for a stockholder to participate in
tender offers, including tender offers at a price above the then current market
value of the Common Stock. The issuance of preferred stock could also adversely
affect the voting power of the holders of Common Stock. The Company has no
present plans to issue any preferred stock. See "Description of Capital Stock --
Certain Provisions of the Company's Certificate of Incorporation and By-Laws"
and "-- Preferred Stock."

12
<PAGE> 11

DILUTION TO PROSPECTIVE INVESTORS

Investors subscribing for Shares in the Offering will incur immediate and
substantial dilution in net tangible book value per Share of $9.85 (assuming no
exercise of the over-allotment option and an initial public offering price equal
to $13 per Share (the midpoint of the range specified on the cover page of this
Prospectus)). See "Dilution."

ABSENCE OF PRIOR PUBLIC TRADING MARKET FOR THE SHARES

Prior to the Offering, there has been no public trading market for the
Shares. Accordingly, fair market value for the Shares has been determined
historically by reference to recent investments by third parties or Company
estimates. The estimated fair market value of the Shares as of October 1996, the
date of certain option grants to management and employees, and the cash price
paid in connection with the most recent third party purchase of Shares, in
February 1997, was $4.22 per Share.

Application has been made to list the Shares on the Nasdaq National Market
in the United States. There can be no assurance that the market price of the
Shares will not decline below the initial public offering price, which was
determined by negotiation among the Company and representatives of the
Underwriters. See "Underwriting" for a description of the factors considered in
determining the initial public offering price of the Shares. The trading price
of the Shares may be subject to wide fluctuations in response to many factors,
including actual or anticipated period-to-period fluctuations in the Company's
operating results, changes in currency exchange rates and other external
factors, including general economic conditions in Poland, Hungary and the
Company's other markets or other events or factors. In addition, the
international stock markets have from time to time experienced extreme price and
volume fluctuations which have particularly affected the market prices for early
high-growth phase companies such as the Company. These broad market fluctuations
may adversely affect the market prices of the Shares.

POTENTIAL ADVERSE EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial numbers of Shares following the Offering, or the
perception that such sales could occur, could adversely affect the market price
of the Shares. The Company and its directors, officers and certain other
shareholders have agreed not to offer for sale, sell or otherwise dispose of (or
enter into any transaction which is designed to, or could be expected to, result
in the disposition by any person of), directly or indirectly, any Shares, with
certain limited exceptions, for a period of 180 days after the date of this
Prospectus without the prior written consent of ING Barings on behalf of the
Underwriters. Presently, 10,296,076 Shares, and 9,140,068 Shares after giving
effect to the Offering (assuming the Underwriters' over-allotment option is not
exercised), held by the Company's existing shareholders are "restricted
securities" within the meaning of Rule 144 under the Securities Act. These
Shares, after giving effect to the Offering (assuming the Underwriters'
over-allotment option is not exercised) and the 180-day lock-up period described
above, will be eligible for resale under Rule 144 in the following amounts and
on the following dates: 434,217 Shares on September 2, 1997; 3,713,710 on March
27, 1998; 77,777 Shares on November 27, 1988; 194,446 Shares on December 3,
1998; 113,428 Shares on December 9, 1998; 918,750 Shares on December 12, 1998;
81,018 Shares on December 17, 1998; 656,250 Shares on December 23, 1998;
1,575,000 Shares on January 31, 1999; 710,507 Shares on February 7, 1999; and
664,965 Shares on March 6, 1999. Such Shares may be resold only in compliance
with the registration requirements of the Securities Act or pursuant to an
exemption therefrom. In addition, Michael Brown and the other existing
shareholders of the Company were granted rights entitling them, under specified
circumstances, to cause the Company to register for sale all or part of their
shares of Common Stock and to include such shares in any registered public
offerings of shares of Common Stock by the Company. See "Description of Share
Capital -- Registration Rights", "Shares Eligible for Future Sale" and
"Underwriting." In addition, of the 2,808,533 options to purchase Shares
outstanding, 1,969,116 are currently exercisable. Any Shares issued on the
exercise of these options would be available for sale subject to Rule 701 or
another exemption from the registration requirements of the Securities Act
(including Regulation S under the Securities Act) following the expiration of
the 180-day lock-up period described above. Furthermore, the Company intends to
register under the Securities Act, as soon as practicable following the
Offering, approximately 3,045,133 shares of Common Stock reserved for issuance
to its employees and directors under its employee benefits plans. See
"Management."

13
<PAGE> 12

USE OF PROCEEDS

Assuming an offering price of $13 per Share (the midpoint of the range on
the cover page of this Prospectus) and no exercise of the over-allotment option
granted to the Underwriters, the net proceeds to the Company from the sale of
the Shares being offered by the Company hereby, after deducting underwriting
discounts and commissions and estimated offering expenses, are estimated to be
approximately $36 million. The Company will not receive any proceeds from the
sale of the Shares by the Selling Shareholders.

The Company intends to use approximately $30 million to $33 million of the
proceeds to cover expenditures relating to the expansion and operation of its
ATM network and the provision of ATM management services in Hungary and Poland,
as well as in Germany and other markets. The primary costs incurred to build and
operate the Company's ATM network include installation of ATMs, customs, duties,
lease payments of ATMs, computer and network equipment, telecommunications,
salaries, ATM maintenance and service fees, insurance, and other related items.
Approximately $3 million to $7 million of the proceeds will be reserved for
general corporate purposes, including possible acquisition and joint venture
opportunities consistent with the Company's strategy of expanding its ATM
network and other businesses. Management will have complete discretion with
respect to the application of net proceeds reserved for general corporate
purposes. The Company regularly explores acquisition and joint venture
opportunities, although it currently has no agreements or understandings to
enter into any such transactions. Pending utilization of the net proceeds from
the Offering, the Company intends to invest such proceeds in short-term
investment grade interest-bearing securities.

14
<PAGE> 13

DILUTION

The Company's consolidated net tangible book value as of December 31, 1996
was $5.1 million. "Consolidated net tangible book value" is the consolidated
book value of tangible assets less total liabilities. Investors subscribing for
Shares in the Offering will incur immediate and substantial dilution in net
tangible book value per Share of $9.85 (assuming an initial public offering
price of $13 per Share, the midpoint of the range specified on the cover page of
this Prospectus).

The following table illustrates the effect of the Offering on consolidated
net tangible book value:

<TABLE>
<CAPTION>
PER SHARE
-----------------
<S> <C> <C>
Initial public offering price............................................. $13.00
Consolidated net tangible book value before the Offering(1)............. $ 0.84
Increase in consolidated net tangible book value attributable to new
investors............................................................ $ 2.31
Consolidated net tangible book value after the Offering(2)................ $ 3.15
------
Dilution to new investors purchasing Shares(3)............................ $ 9.85
======
</TABLE>

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

(1) Consolidated net tangible book value before the Offering per Share is
determined by dividing the Company's consolidated net tangible book value at
December 31, 1996, as adjusted to reflect the proceeds of $3.0 million from
the issuance of preferred stock of Euronet Holding N.V. to General Electric
Capital Corporation in February 1997 and the receipt of $500,000
subscription receivable, by the number of Shares then outstanding (i.e.
historical 9,585,569 shares plus 710,507 shares issued to General Electric
Capital Corporation). See "Certain Transactions -- Financings -- General
Electric Capital Investment."

(2) The total number of outstanding shares for the purposes of calculating
consolidated net tangible book value after the Offering is 14,440,068.

(3) Dilution, for this purpose, represents the difference between the initial
public offering price per Share in the Offering and the consolidated net
tangible book value per Share at December 31, 1996 after giving effect to
the Offering.

The following table sets forth on a pro forma basis as of December 31, 1996
the number of Shares issued by the Company, the total cash consideration paid to
the Company, and the average price per Share paid by existing shareholders and
by new investors purchasing the Shares offered by the Company hereby at an
assumed initial public offering price of $13 per Share, the midpoint of the
range specified on the cover page of this Prospectus:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
------------------- -------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- ------- ---------- ------- -------------
<S> <C> <C> <C> <C> <C>
Existing shareholders(1)(2)............. 11,401,418 79.0% 14,786,632 27.2% $ 1.30
New investors(1)........................ 3,038,650 21.0% 39,502,450 72.8% $ 13.00
--------- ------- ---------- -------
Total(2).............................. 14,440,068 100.0% 54,289,082 100.0%
========= ====== ========== =======
</TABLE>

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

(1) Sales by Selling Shareholders of 2,261,350 Shares will reduce the number of
Shares held by existing shareholders to 9,140,068 or 63%, and will increase
the number of Shares held by new investors to 5,300,000 or 37%, of the total
number of Shares outstanding after the Offering. See "Principal and Selling
Shareholders." Includes 304,822 Shares to be issued upon the exercise of
options in connection with the Offering and 800,520 Shares to be awarded in
connection with the Offering. See "Management -- Stock Option Plans" and
"Certain Transactions."

(2) Excludes 2,808,533 Shares reserved for issuance upon the exercise of options
to be outstanding upon completion of the Offering (of which options
1,969,116 will then be exercisable) at a weighted average exercise price of
$1.79 per Share. See "Management -- Stock Option Plans."

DIVIDEND POLICY

The Company currently intends to retain all future earnings to fund the
development and growth of its business. Consequently, the Company does not
anticipate paying dividends on the Shares in the foreseeable future. See
"Description of Capital Stock -- Common Stock" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."

15
<PAGE> 14

CAPITALIZATION

The table below sets forth the cash and cash equivalents, short-term debt
(including the current portion of long-term debt) and the capitalization of the
Company on a consolidated basis at December 31, 1996 (i) on a historical basis
for the Company's predecessor Euronet Holding N.V. and (ii) as adjusted to
reflect the proceeds from the issuance of preferred stock of Euronet Holding
N.V. to General Electric Capital Corporation in February 1997, and the
completion of the Offering (assuming no exercise of the over-allotment option
granted to the Underwriters at an offering price of $13 per share (the midpoint
of the range on the cover page of this Prospectus)) and the receipt of the
estimated net proceeds therefrom. See "Use of Proceeds" and "Description of
Capital Stock."

<TABLE>
<CAPTION>
AT DECEMBER 31, 1996
-----------------------------
HISTORICAL AS ADJUSTED(6)
---------- --------------
(in thousands)
<S> <C> <C>
Cash and cash equivalents.......................................... $ 2,541 $ 42,435
Short-term borrowings (including current portion of long-term
debt)(1)......................................................... 1,093 637
======= ==========
Capital lease obligations, excluding current portion(2)............ 3,834 3,834
Other long-term liabilities........................................ 103 103
---------- --------------
Total long-term liabilities...................................... 3,937 3,937
Shareholders' equity
Common stock(3),
$0.02 par value; 30,000,000 shares authorized; 9,585,569
shares issued and outstanding (historical); 14,440,068 shares
issued and outstanding (as adjusted)......................... 191 289
Additional paid in capital....................................... 11,666 44,413
Subscription receivable.......................................... (500) --
Accumulated losses(4)............................................ (7,005) --
Restricted reserve(5)............................................ 784 784
---------- --------------
Total shareholders' equity......................................... 5,136 45,486
======= ==========
Total capitalization............................................... 9,073 49,423
======= ==========
</TABLE>

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

(1) See Notes 7, 8 and 13 to the Company's Consolidated Financial Statements
included elsewhere in this Prospectus.

(2) See Note 8 to the Company's Consolidated Financial Statements included
elsewhere in this Prospectus.

(3) At December 31, 1996, the historical capital stock of Euronet Holding N.V.
consisted of Common Shares, $0.02 par value; 2,100,000 shares authorized;
499,100 shares issued and outstanding; Series A Convertible Preferred
Shares, $0.02 par value; 7,700,000 shares authorized; 4,419,800 shares
issued and outstanding; and Series B Convertible Preferred Shares, $0.02 par
value; 7,700,000 shares authorized; 4,666,669 shares issued and outstanding.
Amounts have been adjusted to reflect the Reorganization of Euronet Holding
N.V. into the Company.

(4) The As Adjusted accumulated losses of Euronet Holding N.V. have been
reclassified as additional paid in capital in connection with the
Reorganization.

(5) See Note 4 to the Company's Consolidated Financial Statements included
elsewhere in this Prospectus.

(6) The As Adjusted column reflects: (i) receipt of the proceeds from the sale
of shares to General Electric Capital Corporation ($3,000,000), (ii) receipt
of subscription receivable ($500,000), (iii) receipt of estimated net
proceeds from the Offering ($36,272,000), (iv) receipt of proceeds from the
exercise of awards and options on the date of the Offering ($578,000) and
(v) repayment of certain short term borrowings ($456,000).

16
<PAGE> 15

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data set forth below with respect to
the Company's statement of operations data for the period from June 22, 1994
(inception) to December 31, 1994 and for the years ended December 31, 1995 and
1996 and with respect to the balance sheet data as of December 31, 1994, 1995
and 1996 have been derived from, and are qualified by reference to, the audited
Consolidated Financial Statements of the Company and the notes thereto included
elsewhere in this Prospectus, prepared in accordance with U.S. GAAP, which have
been audited by KPMG Polska Sp. z o.o., independent public accountants. The
Company believes that the period-to-period comparisons of its financial results
are not necessarily meaningful and should not be relied upon as an indication of
future performance. The following information should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing elsewhere in this Prospectus.

<TABLE>
<CAPTION>
PERIOD FROM
JUNE 22, 1994
YEAR ENDED DECEMBER (INCEPTION)
31, TO
--------------------- DECEMBER 31,
1996 1995 1994
--------- ------- -------------
(IN THOUSANDS EXCEPT SHARE AND PER
SHARE DATA)
<S> <C> <C> <C>
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Revenues:
Transaction fees...................................... $ 1,198 $ 62 $ --
Other................................................. 63 -- --
--------- ------- -------------
Total revenues..................................... 1,261 62 --
Operating expenses:
ATM operating costs................................... 1,176 510 --
Professional fees..................................... 1,125 394 64
Salaries.............................................. 989 452 49
Share compensation expense(1)......................... 4,172 -- --
Foreign exchange loss................................. 79 158 2
Other................................................. 1,466 656 125
--------- ------- -------------
Total operating expenses........................... 9,007 2,170 240
Operating loss.......................................... (7,746) (2,108) (240)
Other income/expense:
Interest income....................................... 225 126 12
Interest expense...................................... (378) (107) --
--------- ------- -------------
Loss before income taxes................................ (7,899) (2,089) (228)
Deferred tax benefit(2)................................. 323 148 --
--------- ------- -------------
Net loss................................................ (7,576) (1,941) (228)
Pro forma loss per share................................ (0.55)
Pro forma number of shares outstanding(3)............... 13,823,775
</TABLE>

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

(1) Represents a one-time non-cash compensation expense relating to certain
employee and management options. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and Note 10 to the
Company's Consolidated Financial Statements included elsewhere in this
Prospectus.

(2) See Note 9 to the Company's Consolidated Financial Statements included
elsewhere in this Prospectus.

(3) See Note 2(k) to the Company's Consolidated Financial Statements included
elsewhere in this Prospectus for an explanation of the pro forma number of
shares outstanding used in determining pro forma net loss per share.

17
<PAGE> 16

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
---------------------------
1996 1995 1994
------- ------ ------
(IN THOUSANDS)
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash and cash equivalents........................................ $ 2,541 $ 411 $2,036
Working capital.................................................. 1,297 526 2,071
Total assets..................................................... 11,934 4,519 2,527
Capital lease obligations, less current portion.................. 3,834 1,119 --
Total shareholders' equity....................................... 5,136 2,097 2,422
</TABLE>

18
<PAGE> 17

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL

OVERVIEW

The Company was formed and established its first office in Budapest,
Hungary in June 1994. In May 1995, the Company opened its second office, in
Warsaw, Poland. To date, Euronet has devoted substantially all of its resources
to establishing its ATM network in Hungary and Poland through the acquisition
and installation of ATMs and computers and software for its transaction
processing center pursuant to capital leases and through the marketing of its
services to local banks as well as International Card Organizations. Euronet
installed its first ATM in Hungary in June 1995, and at the end of 1995, the
Company had 53 ATMs installed. An additional 113 ATMs were installed during 1996
in Hungary and Poland and as of December 31, 1996, the Company's ATM network
consisted of 166 ATMs. With the expansion of operations, the Company has
increased the number of its employees in Hungary from nine as of December 31,
1994 to 27 as of December 31, 1995 and 36 as of December 31, 1996. In Poland,
the Company increased the number of its employees from four as of December 31,
1995 to 21 as of December 31, 1996. The Company's expansion of its network
infrastructure and administrative and marketing capabilities has resulted in
increased expenditures. Further planned expansion will continue to result in
substantial increases in general operating expenses as well as expenses related
to the acquisition and installation of ATMs.

The Company has derived substantially all of its revenues from ATM
transaction fees since inception. Euronet receives a fee from the card issuing
banks or International Card Organizations for ATM transactions processed on its
ATMs. As the Company continues to focus on expanding its network and installing
additional ATMs, the Company expects that transaction fees will continue to
account for a substantial majority of its revenues for the foreseeable future.
The Company recently began to sell advertising on its network by putting
clients' advertisements on its ATMs. Although revenues from advertising have
been insignificant to date, Euronet believes that advertising revenues will
increase as it expands its network and continues to market this service. The
Company also intends to begin generating revenues in May 1997 from ATM network
management services that it offers to banks that own proprietary ATM networks.
It is expected that revenues per transaction generated by the Company's ATM
management services contracts generally will be lower than those generated by
Acceptance Agreements. Due to lower costs resulting from not having to bear the
expense of purchasing, installing and depreciating ATMs, the Company believes
that it nonetheless should obtain margins on providing such services similar to
those obtained in operating its own ATM network where the Company bears the
costs associated with acquiring and installing the ATMs. See "Business -- Other
Services."

The Company was in the development stage until June 1995 when it began
operations. The Company did not have significant operations or revenues during
this period. In addition, the period from June 22, 1994 (inception) to December
31, 1994 does not represent a full year of operations. As a result, a comparison
of the Company's results of operations between such years is not necessarily
meaningful.

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995 AND
YEAR ENDED DECEMBER 31, 1995 COMPARED TO THE PERIOD FROM JUNE 22, 1994
(INCEPTION) TO DECEMBER 31, 1994

Revenues. Total revenues increased to $1,261,000 for the year ended
December 31, 1996 from $62,000 for the year ended December 31, 1995. The Company
generated no revenues during the period from June 22, 1994 (inception) through
December 31, 1994. The increase in revenues in 1996 was due primarily to the
significant increase in transaction fees resulting from the increase in
transaction volume attributable to additional network connections to credit and
debit card issuers and an increase in the number of ATMs operated by the Company
during the year ended December 31, 1996. The Company had no ATMs installed until
June 1995 and it had 53 ATMs and 166 ATMs installed at the end of 1995 and 1996,
respectively. Transaction fee revenue represented approximately 95% of total
revenues for the year ended December 31, 1996 and increased to $1,198,000 from

19
<PAGE> 18

$62,000 for the same period in 1995. Revenues in the year ended December 31,
1995 consisted entirely of transaction fees.

Transaction fees charged by the Company vary for the three types of
transactions that can currently be processed on the Company's ATMs: cash
withdrawals, balance inquiries and transactions not completed because
authorization is not given by the relevant Card Issuer. Approximately 92% of
transaction fees in 1996 were attributable to cash withdrawals, and 8% were
attributable to balance inquiries and transactions not completed because
authorization is not given by the relevant Card Issuer. Transaction fees for
cash withdrawals are generally in excess of $1.00 per transaction while
transaction fees for the other two types of transactions are generally
substantially less.

Other revenues of $63,000 for 1996 consisted primarily of advertising
revenue.

Operating expenses. Total expenses increased by $6,837,000 to $9,007,000
for the year ended December 31, 1996 from $2,170,000 for the year ended December
31, 1995. This increase was due primarily to costs associated with the
installation of significant numbers of ATMs during the period, expansion of the
Company's operations during the period and a share compensation charge of
$4,172,000.

Total expenses increased by $1,930,000 to $2,170,000 for the year ended
December 31, 1995 from $240,000 for the period from June 22, 1994 (inception)
through December 31, 1994. This increase was due primarily to costs associated
with the significant expansion of the Company's operations during the period,
including the installation of additional ATMs.

ATM operating costs, which consist primarily of ATM site rentals,
depreciation of ATMs and costs associated with installing and maintaining ATMs
and providing telecommunications and cash delivery services to ATMs increased
$666,000 to $1,176,000 for the year ended December 31, 1996 from $510,000 for
the year ended December 31, 1995. The percentage of ATM operating costs to total
expenses for the year ended December 31, 1996 decreased to 22% as compared to
24% for the same period in 1995. The increase in ATM operating costs was
primarily attributable to costs associated with operating the increased number
of ATMs in the network during the period. The number of ATMs installed increased
from 53 to 166 from December 31, 1995 to December 31, 1996.

ATM operating costs were $510,000 for the year ended December 31, 1995 and
none for the period from June 22, 1994 (inception) through December 31, 1994.
The increase in ATM operating costs was primarily attributable to the
installation of 53 ATMs during 1995. The Company had no ATMs installed during
1994.

Professional fees increased $731,000 to $1,125,000 for the year ended
December 31, 1996 from $394,000 for the year ended December 31, 1995. This
increase was due primarily to legal fees incurred during the year ended December
31, 1996 attributable to the investment by new investors in the Company, the
interim reorganization of the Company into a Netherlands Antilles Company and
the expansion of the Company's operations into Poland. In connection with the
Offering, the Company will be reorganized as a Delaware corporation.

Professional fees for the year ended December 31, 1995 increased to
$394,000 from $64,000 for the period from June 22, 1994 (inception) through
December 31, 1994. The increase in 1995 was due primarily to legal fees
attributable to the execution of an agreement with the Company's investors
providing for additional investments by investors in the Company, the
acquisition of SatComNet Kft., a shell entity with minimal operations, and
additional card acceptance agreements.

Salaries increased $537,000 to $989,000 in the year ended December 31, 1996
from $452,000 in the year ended December 31, 1995. The increase reflected the
increase in the number of employees in the Company, especially in Poland where
the number of employees increased from four to 21 from December 31, 1995 to
December 31, 1996. In Hungary, the Company increased the number of employees to
36 at December 31, 1996 compared to 27 employees at December 31, 1995.

Salaries increased to $452,000 in the year ended December 31, 1995 from
$49,000 in the period from June 22, 1994 (inception) through December 31, 1994.
The increase reflected the significant increase in the number of employees in
the Company during 1995.

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<PAGE> 19

Share compensation of $4,172,000, with respect to certain employee and
management options, was recorded in 1996. The non-cash charge, calculated in
accordance with Accounting Principles Board Opinion No. 25, represents the
difference between the estimated fair market value of the Shares underlying such
options at the date of option grant and the exercise price. Estimated fair
market value at the grant dates in the last quarter of 1996 was assumed to be
the cash price for the sale of Shares in the next succeeding third party
purchase of Shares, in February 1997. An additional $343,000, with respect to
these options, will be amortized over the remaining vesting period of such
options. See Note 10 to the Company's Consolidated Financial Statements included
elsewhere in this Prospectus.

The Company had foreign exchange losses of $79,000, $158,000, and $2,000
during the years ended December 31, 1996 and 1995, and for the period from June
22, 1994 (inception) through December 31, 1994, respectively. Exchange gains and
losses resulting from remeasurement of assets and liabilities are reported in
determining net loss. See Note 2(c) of the Consolidated Financial Statements. A
substantial portion of assets and liabilities of the Company are denominated in
U.S. dollars, including, for instance, fixed assets, shareholders' equity and
capital lease obligations. Additionally, it is the Company's policy to attempt
to match local currency receivables and payables. Hence, the amount of unmatched
assets and liabilities giving rise to foreign exchange gains and losses is
relatively limited, consisting mostly of cash and cash equivalents.

Other operating expenses, which includes general and administrative
expenses other than salaries, such as office rent, utilities, consulting fees,
travel expenses and lease restructuring costs, increased $810,000 to $1,466,000
in the year ended December 31, 1996 from $656,000 for the same period in 1995.
This increase was due primarily to the growth of operations in both Hungary and
Poland.

Other operating expenses increased to $656,000 in the year ended December
31, 1995 from $125,000 for the period from June 22, 1994 (inception) through
December 31, 1994. This increase was due primarily to expansion of the Company's
operations during 1995.

Other operating expenses for the years ended December 31, 1996 and 1995
include $207,000 and $76,000, respectively, of expenses which the Company has
recorded as charges for penalties relating to the late payments of customs
duties and Hungarian value added taxes in connection with the restructuring of
its ATM leases in Hungary. Prior to this restructuring, such leases were
structured as operating leases for Hungarian accounting purposes (although
treated as capital leases for U.S. GAAP purposes), and its ATMs have therefore
been imported under a temporary import scheme. The ATMs are subject to a
"re-export" requirement and this has the effect of postponing payment of customs
duties. The Company has decided to restructure such lease arrangements as
capital leases for Hungarian accounting purposes, and the Company recorded the
related penalties as other expenses. Customs duties have been capitalized as
part of the cost of the ATMs under capital lease and depreciated over the useful
lives of the ATMs.

Other income/expense. Interest income increased $99,000 to $225,000 for
the year ended December 31, 1996 from $126,000 for the year ended December 31,
1995. The increase was due to larger amounts held in interest bearing accounts
during the year ended December 31, 1996, including restricted cash held as
security for certain of the Company's vendors, banks supplying cash to Euronet's
ATMs and certain other parties. See "-- Liquidity and Capital Resources".
Interest income for the year ended December 31, 1995 increased $114,000 to
$126,000 from $12,000 for the period from June 22, 1994 (inception) through
December 31, 1994. This increase reflected larger amounts held in interest
bearing accounts during the period.

Interest expense relating principally to capital leases of ATMs and
Euronet's computer systems increased $271,000 to $378,000 in the year ended
December 31, 1996 from $107,000 in the year ended December 31, 1995. This
increase was due primarily to the increase of capital lease obligations
outstanding during the period. Interest expense increased to $107,000 in the
year ended December 31, 1995 from none in the period from June 22, 1994
(inception) through December 31, 1994. This increase was due primarily to the
installation of the Company's first ATMs during 1995 and the associated capital
lease interest costs.

Net loss. The Company's net loss increased $5,635,000 to $7,576,000 during
the year ended December 31, 1996 from $1,941,000 for the year ended December 31,
1995 as a result of the factors discussed.

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<PAGE> 20

The Company's net loss increased to $1,941,000 during the year ended
December 31, 1995 from $228,000 for the period from June 22, 1994 (inception)
through December 31, 1994 as a result of the factors discussed.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, the Company has sustained negative cash flows from
operations and has financed its operations and capital expenditures primarily
through private placements of equity securities and through equipment lease
financing. The net proceeds of such transactions, together with revenues from
operations and interest income have been used to fund aggregate net losses of
approximately $9,700,000 and investments in property, plant and equipment. The
Company had cash and cash equivalents of $2,541,000 and working capital of
$1,297,000 at December 31, 1996. The Company had $818,000 of restricted cash
held as security with respect to cash provided by banks participating in
Euronet's ATM network, to cover guarantees to a customer, as deposits with
customs officials and as deposits relating to ATM equipment leases.

The Company leases the majority of its ATMs under three principal capital
lease arrangements that expire between 1999 and 2001. The leases bear interest
between 11% and 15%. As of December 31, 1996 the Company owed $4.5 million under
such capital lease arrangements. The amount owed by the Company under such lease
agreements is expected to increase significantly as the Company continues to
lease increased numbers of ATMs in pursuit of its business strategy.

The Company expects that its capital requirements will increase in the
future as it pursues its strategy of expanding its network and increasing the
number of ATMs installed. The Company anticipates that its capital expenditures
for the 12 months ending December 31, 1997 will total approximately $9 million,
primarily in connection with the acquisition of ATMs pursuant to capital leases,
including initial down payments and scheduled capital lease payments, and
related installation costs. Aggregate capital expenditures for 1997 and 1998 for
such purposes are expected to reach approximately $30 million which assumes the
installation of approximately 1,700 additional ATMs over the next two years in
accordance with the Company's current strategy. See "Business -- Strategy".
These requirements contemplate both planned expansion in Hungary and Poland and
expected expansion in Germany and certain other Central European markets.
Acquisitions of related businesses in Central Europe and other markets in
furtherance of the Company's strategy would require additional capital
expenditures.

The Company anticipates that the estimated net proceeds of the Offering and
the interest earned thereon, together with its existing capital resources and
anticipated cash flow from planned operations, will be adequate to satisfy its
capital requirements, capital lease payment obligations and other requirements,
including possible acquisitions, until the Company begins to generate sufficient
cash flows to fund its operations. There can be no assurance, however, that the
Company will achieve or sustain profitability or generate significant revenues
in the future. It is possible that the Company may seek additional equity or
debt financing in the future.

BALANCE SHEET ITEMS

Cash and cash equivalents. The increase of cash and cash equivalents to
$2,541,000 at December 31, 1996 from $411,000 at December 31, 1995 was due
primarily to the subscription for shares by certain shareholders on March 27,
1996. The decrease of cash and cash equivalents from $2,036,000 at December 31,
1994 to $411,000 at December 31, 1995 was due to funding the expansion of
operations in 1995.

Property, plant and equipment. Total property, plant and equipment
increased by $5,250,000 from $2,656,000 at December 31, 1995 to $7,906,000 at
December 31, 1996. This increase is due primarily to the installation of 113
ATMs during 1996. The increase in total property, plant and equipment of
$2,300,000 from December 31, 1994 to $2,656,000 at December 31, 1995 is due
primarily to the installation of 53 ATMs in 1995.

Obligations under capital leases. Related to the increase of property,
plant and equipment, obligations under capital leases increased by $3,088,000
from $1,383,000 at December 31, 1995 to $4,471,000 at December 31, 1996. All 113
ATMs installed in 1996 were financed under capital leases. In 1995,
substantially all of the 53 ATMs installed in that year were financed under
capital leases resulting in an increase of obligations under capital leases from
nil at December 31, 1994 to $1,383,000 at December 31, 1995.

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<PAGE> 21

Trade accounts payable. Trade accounts payable increased by $1,306,000
from $364,000 at December 31, 1995 to $1,670,000 at December 31, 1996. The
increase is due primarily to the significant increase in operations in 1996. The
increase of trade accounts payable from $76,000 at December 31, 1994 to $364,000
at December 31, 1995 is attributable to the commencement of operations in 1995.

INFLATION

Since the fall of Communist rule, both Hungary and Poland have experienced
high levels of inflation and significant fluctuation in the exchange rate for
their currencies. In particular, the Hungarian forint has continued to
depreciate, principally by way of devaluation, against the major currencies of
the OECD in recent years and has limited ability to convert to other currencies.
Although revenues generally are received by the Company in local currency,
primarily Hungarian forints and Polish zlotys, the Company's Acceptance
Agreements and agreements relating to the provision of ATM management services
generally provide for fees denominated in U.S. dollars or that are inflation
adjusted. A significant portion of the Company's expenditures, including costs
associated with the acquisition of ATMs and executive salaries, are made in or
are denominated in U.S. dollars. A substantial portion of the assets and
liabilities of the Company are also denominated in U.S. dollars, including fixed
assets, shareholders' equity and capital lease obligations. The Company attempts
to match local currency receivables and payables. Hence, the amount of unmatched
assets and liabilities giving rise to foreign exchange gains and losses is
relatively limited, consisting mostly of cash and cash equivalents. Due to the
factors mentioned above, the Company does not believe that inflation will have a
significant effect on results of operations or financial condition.

IMPLEMENTATION OF NEW ACCOUNTING PRONOUNCEMENTS

The Company has adopted the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of", and
SFAS No. 123, "Accounting for Stock Based Compensation" in the financial
statements as of and for the year ended December 31, 1996 (refer to notes 2 and
10 of the consolidated financial statements). There was no significant impact as
a result of adopting these statements.

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<PAGE> 22

BUSINESS

OVERVIEW

Euronet operates the only independent, non-bank owned automatic teller
machine ("ATM") network in Central Europe, as a service provider to banks and
other financial institutions. The Company was established in 1994, commenced
operations in June 1995 and as of December 31, 1996 operated a network of 166
state of the art ATMs, 131 of which are located in Hungary and 35 of which are
located in Poland. Through agreements and relationships with local banks and
international card issuers and ATM networks such as American Express, VISA,
Plus, Mastercard, Europay and Cirrus (together "International Card
Organizations") Euronet's ATMs are able to process ATM transactions for holders
of credit and debit cards issued by or bearing the logo of such banks and
International Card Organizations. The Company receives a fee from the card
issuing banks or International Card Organizations for all ATM transactions
processed on its ATMs. The Company also offers outsourced ATM management
services to local banks that own proprietary ATM networks for which the Company
also receives fees on a per transaction basis as well as on a monthly basis.

The Company believes that the services it provides permit it to capitalize
on the trends developing in the Central European banking market and other
banking markets. Bank account usage and credit and debit card issuance are
increasing in Central Europe as the demand for banking services continues to
grow in the region. Connecting to the Company's ATM network enables banks to
offer their customers the convenience of cash withdrawal and balance inquiry
services in numerous off-site locations without incurring additional branch
operational costs. In addition, the Company believes that the services it offers
are attractive to domestic banks in the increasingly competitive banking market
in Central Europe because such banks can generally connect to Euronet's network
with less labor and expense than building their own networks. In addition, banks
can outsource the management of their proprietary ATM networks to the Company.
These services allow banks to provide ATM access to their customers, expanding
the range of banking services they offer. "Western" banks entering the Central
European market are already accustomed to the concept of shared ATM networks and
have also begun to connect to Euronet's ATM network.

As of December 31, 1996, Euronet's ATM machines accepted approximately 99%
of the credit and debit cards issued in Hungary and 25% of the credit and debit
cards issued in Poland. In addition, all major international credit and debit
cards, including those bearing the VISA, Plus, Europay, Mastercard and Cirrus
logos and American Express cards, may be used at Euronet's ATMs located in
Hungary and all VISA, Plus and American Express cards may be used at Euronet's
ATMs located in Poland. The Company has entered into an agreement to accept all
credit and debit cards bearing the Europay, Mastercard and Cirrus logos at its
ATMs in Poland expected to be implemented in the first half of 1997.

HISTORY

The predecessor of Euronet was founded in 1994 by Michael Brown and Daniel
Henry in Budapest. Mr. Brown previously founded Innovative Software and,
subsequent to its merger with Informix Software Inc. ("Informix"), served as
President of Informix. Mr. Brown currently serves as President and Chief
Executive Officer of the Company. In February 1995, the Company became the first
independent ATM network in Europe to be approved by VISA International to
process ATM transactions for VISA/Plus credit and debit cards. In May 1995, the
Company established its second office, in Warsaw. In November 1996 the Company
established operations in Germany. To date the Company has invested
approximately $8.6 million in operational and capital expenditures to establish
its independent ATM network. Euronet's first ATM was installed in Hungary in
June 1995 and as at December 31, 1996 its ATM network consisted of 166 ATMs. The
Company currently employs 58 employees in Hungary, Poland and Germany. Euronet's
revenues have grown from none for the period from June 22, 1994 (inception) to
December 31, 1994 to $62,000 in 1995 and $1,261,000 in 1996.

In March 1996, the predecessor of the Company was reorganized as a holding
company, Euronet Holding N.V., in the Netherlands Antilles. Euronet Services
Inc. was incorporated in Delaware in December 1996 and, conditional upon the
execution of the underwriting agreement to be executed in connection with the
Offering, (i) 10,296,076 shares of its Common Stock will be issued to the
shareholders of Euronet Holding N.V. in exchange for all of the Common Shares of
Euronet Holding N.V., (ii) options to acquire

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<PAGE> 23

3,113,355 shares of its Common Stock will be granted to the holders of options
to acquire 3,113,355 Common Shares of Euronet Holding N.V. in exchange for all
of such options and (iii) awards with respect to 800,520 shares of its Common
Stock will be issued to the holders of awards with respect to 800,520 preferred
shares of Euronet Holding N.V. in exchange for all such awards. Euronet Holding
N.V. will be dissolved following the Reorganization.

STRATEGY

Expanding its ATM Network in Hungary, Poland and other Central European
Markets. Euronet plans to increase substantially the number of ATMs it operates
and services in Hungary, Poland and other countries in Central Europe, including
Germany, over the next five years. Toward this goal, Euronet currently has
agreements with IBM World Trade Corporation ("IBM") (the supplier of Diebold
ATMs in Europe) and NCR Corporation ("NCR") under which IBM and NCR will provide
up to 800 ATMs for installation by Euronet in the region over the next two
years. In addition, the Company has entered into agreements providing for 50
additional sites for Euronet ATMs in Poland and Hungary and the Company has
identified or is currently in negotiations for approximately 100 new ATM sites
in Poland, 65 new ATM sites in Hungary and 60 new ATM sites in Germany.

The Company's current goal is to have in operation, or to provide ATM
network management services with respect to, between 2,500 to 3,000 ATMs in
Central Europe and other markets by the end of the year 2000. Thereafter, the
Company currently intends to continue to increase the number of ATMs in its
network and to increase the number of ATMs with respect to which it provides ATM
network management services for the foreseeable future. There can be no
assurance that the Company will be able to achieve these goals.

Forming Strategic Relationships with Banks and International Card
Organizations. It is the Company's goal to be able to accept all credit and
debit cards issued in its markets at its ATMs. The Company has entered into
agreements with most of the banks in Hungary that issue credit and debit cards
and Euronet's ATMs are able to accept approximately 99% of all credit and debit
cards issued by Hungarian banks. The Company is attempting to follow this
pattern in Poland. Since the establishment of operations in Poland in May 1995,
Euronet has entered into card acceptance agreements with Wielkopolski Bank
Kredytowy S.A., Bank Depozytowo-Kredytowy w Lublinie S.A., Bank Wspoffipracy
Regionalnej S.A. Krakow and Bank Polska Kasa Opieki S.A. which, upon full
implementation of such agreements, will allow the Company's ATMs to accept
approximately 50% of all credit and debit cards issued by Polish banks,
including all domestically issued VISA, Mastercard and Europay cards. The
Company is actively pursuing contracts to accept credit and debit cards from all
other major banks in Poland, and will do the same in each market it decides to
enter.

The Company's ATMs are able to accept American Express cards and all credit
and debit cards bearing the VISA/Plus logos in Hungary and Poland and all credit
and debit cards bearing the Europay/Mastercard/Cirrus logos in Hungary. The
Company expects that its ATMs in Poland will be able to accept credit and debit
cards bearing the Europay/Mastercard/Cirrus logos during the first half of 1997.
The Company believes that, in addition to providing transaction revenues,
acceptance by such large international ATM card issuers and ATM transaction
authorization centers gives the Company credibility with local banks as it
enters new markets. Therefore, the Company will continue to pursue relationships
with such entities in each market it enters.

Expanding the Range of Services Offered. The Company plans to take
advantage of the various distribution possibilities of ATMs and credit and debit
cards beyond basic cash withdrawal and balance inquiry functions by providing
innovative services through ATMs and other methods of electronic funds transfer
as new technology develops and the demand for such services grows in its
markets. The Company is in the unique position of having connections to the
transaction authorization centers of banks that have issued over 90% of credit
and debt cards in Hungary. In the future, these connections could allow the
Company to act as a central "switch" or connection whereby point of sale
authorization can be given for purchases made with credit and debit cards at
retail

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<PAGE> 24

locations. As the Company develops its business in Poland and connects more
Polish banks to its network, this capability may also develop in Poland.

Euronet also plans to introduce payment processing capabilities on its ATMs
which will allow ATM card holders to pay bills at ATMs. The Company is currently
working to develop an ATM bill paying system that will be made available to
utilities and other service providers for bills that have traditionally required
payment in person at a post office or other central location. Depending on
demand, the Company may also introduce other ATM services currently available in
other markets, including the ability to check stock or mutual fund account
balances and purchase items such as stamps, theatre tickets and travellers
checks at its ATM machines.

The Company's ATMs are modular and upgradeable so they can be adapted for
use with new technologies including computer chip "smart cards" and "electronic
purses". Such devices are electronic debit cards that can be used to withdraw
cash from ATMs and can be "charged up" with electronic funds at an ATM through a
connection with the cardholder's bank via Euronet's network and used to purchase
goods from retail locations.

In addition, the Company plans to continue to sell advertising on its ATMs
allowing clients to put advertisements on the ATM's videoscreens, on receipts
issued by the ATMs and on coupons dispensed with cash from the ATMs.

Expanding ATM Network Management Services. The Company also offers
full-service ATM network management services to banks that own proprietary ATM
networks. Because of the economies of scale involved, the Company can purchase
ATMs, computer equipment, maintenance, telecommunications services, and can
contract with third parties for cash delivery services, less expensively than
most banks in Central Europe. By acquiring these services and this equipment
less expensively, and by running a focused operation, the Company can provide
out-sourced ATM services in most cases less expensively than banks can perform
the same functions internally. In December 1996, the Company signed an agreement
with Budapest Bank to manage its network of over 120 ATMs in Hungary. The
Company has entered into an agreement with GE Capital Corporation under which
the Company will be a preferred provider of ATM network management services to
certain banks controlled by GE Capital Corporation located in a defined
territory. See "-- ATM Network Management Services" and "Certain Transactions --
Financings -- GE Capital Investment."

There can be no assurance that the Company will be able to implement its
strategy successfully. The Company's ability to implement its strategy and
achieve its goals will depend on various factors including increased demand for
ATM services and increased issuance of credit and debit cards in the Company's
current target markets, the ability to locate appropriate sites and obtain
necessary approvals for the installation of ATMs, the ability to install and
operate ATMs in an efficient and timely manner, the expansion of the Company's
business into new countries as currently planned, entering into additional
Acceptance Agreements with banks, the ability to obtain sufficient numbers of
ATMs on a timely basis and the availability of financing for such expansion and
competition from other ATM networks.

THE CENTRAL EUROPEAN FINANCIAL SERVICES MARKET

The economies of the Central European countries, including Hungary and
Poland, are essentially cash based because efficient electronic funds transfer,
ATM services and check cashing and clearing facilities have not yet developed.
Most employees in these countries have historically been paid in cash and most
purchases and bills have been paid for in cash. As a result, bank account usage
has been relatively low in Central Europe compared to Western Europe and the
United States, and the banking industry in Central Europe is less developed than
in Western Europe and the United States. The Central European banking industry
has generally been characterized by low levels of customer service, limited
opening hours and long waits to complete simple transactions. Electronic
banking, including electronic funds transfer, ATM and point of sale services
have recently been introduced in the region, but are still in the early stages
of development.

In recent years bank account usage in Central Europe has grown
substantially as a result of several factors. Legislation recently passed in
Hungary requires that all civil servants receive their salary via direct deposit
to bank accounts or in cash by mail in order to reduce administrative costs
associated with a cash-based payroll system. Many private companies in Hungary
and Poland have also begun issuing their payroll by direct deposit to

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<PAGE> 25

bank accounts. As a result, many people who ordinarily would not have bank
accounts have been forced to open accounts to access their salary. Given the
nature of the banking system in these countries, ATMs are the most convenient
method for such employees to access their salary. The Company expects that
continued utilization of the bank transfer method of administering payroll will
lead to increased bank account usage and increased demand for ATM services in
Central Europe.

In addition, the retail banking industry in Central Europe has become
increasingly competitive in recent years partly because foreign banks have been
permitted to establish branches or invest in local banks in the region. Many
banks in Central Europe have begun to implement strategies for serving and
attracting a larger portion of the retail market in this competitive
environment. Electronic banking is one of the obvious extensions of customer
service options available to increase customer service and enhance customer
loyalty. The Company believes that as banks in Central Europe increase customer
and electronic banking services, bank account usage and credit and debit card
issuance and usage will increase.

In Hungary, the Company estimates that as of December 31, 1996
approximately 22% of the population had bank accounts, which represents an
increase from an estimated 8% of the population at the same time in 1995. The
first ATM card was issued in Hungary in 1989 and as of December 31, 1996, the
Company estimates that there were approximately 1.3 million debit and credit
cards issued in Hungary, which reflects an increase of more than 50% over the
estimated number of credit and debit cards issued as of the same time in 1995.
The Company believes that there were approximately 1,100 ATM machines installed
in Hungary as of December 31, 1996, 130 of which were owned by the Company. The
Company estimates that, based on industry sources, the average number of ATM
transactions per machine on a nationwide basis per month in Hungary in 1996 was
approximately 1,200.

The Polish banking industry is in the very beginning stages of advanced
retail customer service, credit and debit card issuance and electronic banking
services. According to industry sources, it is estimated that approximately 15%
of the population have bank accounts. The Company believes that the market for
retail banking services in Poland is developing rapidly. The Company estimates
that there are currently approximately one million international and domestic
credit and debit cards and approximately 600 ATMs in Poland compared to less
than 200,000 total credit and debit cards issued and less than 250 ATMs
operating one year ago.

An important factor affecting the increase in bank account usage and credit
and debit card issuance in Central Europe is the growth in the issuance of VISA
and Europay credit and debit cards tied to local bank accounts. The banks in
Hungary and Poland originally issued VISA and Europay cards only to their best
customers at relatively unfavorable terms which often included a high deposit of
hard currency earning little or no interest, high percentage charges per
transaction and high annual fees. Competitive pressure has led to more favorable
terms and the issuance of VISA, Europay and proprietary cards to maintain and
attract customers. As of December 1996, there were approximately 150,000 VISA
cards issued in Poland, compared with less than 10,000 VISA cards in 1992. As of
June 30, 1996, there were approximately 190,000 VISA cards issued in Hungary,
compared to 80,000 VISA cards as of December 31, 1995. As of December 1996,
there were approximately 240,000 Europay cards issued in Poland compared to
50,000 Europay cards as of December 31, 1995. As of June 30, 1996, there were
approximately 448,000 Europay cards issued in Hungary compared to 230,000
Europay cards as of December 31, 1995.

The German ATM market, the Company's next target market for the provision
of ATM management services, is more developed than the Company's other markets.
As of December 31, 1996 the Company estimates that, based on industry sources,
there were approximately 30,000 ATMs and 68 million credit and debit cards
issued in Germany. The Company believes, however, that the ATM market in the
former East Germany is less developed and Euronet intends to focus its ATM
strategy in Germany on this region. Under German law, ATMs are subject to
essentially the same licensing requirements as bank branches and may only be
operated by licensed financial institutions. The Company intends to be a service
provider to banks and it does not anticipate that it will be subject to German
financial institution licensing requirements. As a result of an agreement
between certain card issuing banks in Germany, all ATMs in Germany can accept
virtually all credit and debit cards issued by German financial institutions. As
a result of an agreement to provide ATM management services to Service Bank in
Germany, all of Service Bank's ATMs managed by Euronet in Germany under the
agreement will be able to

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<PAGE> 26

accept virtually all credit and debit cards issued by German financial
institutions. See "-- ATM Network Management Services".

The ATM market is still in its early stages of development in Central
Europe. Based on examples of growth of ATM markets in other countries, the
Company believes that the Central European market should continue to develop
rapidly. For example, Portugal, which is one of the most recently developed ATM
markets in Europe, has seen substantial growth in its ATM market since ATMs and
credit and debit cards were first introduced in 1985. By 1996 there were
approximately over 6 million credit and debit cards issued in Portugal which has
a population of approximately 10 million people. In addition, the number of ATMs
in use in Portugal has grown to over 4,000 at the end of 1996. These ATMs
processed over 200 million ATM transactions in 1995.

THE EURONET NETWORK

GENERAL

The Company currently operates ATMs in Hungary and Poland and plans to
extend its network and its ATM management services operations to Germany, the
Czech Republic and other countries in Central Europe. Euronet's ATM network
offers banks an opportunity to provide state-of-the-art electronic financial
services and access to an ATM network to their customers at a considerably lower
cost than installing proprietary ATMs. Connecting to Euronet's ATM network also
augments the number of ATMs available to customers of banks that already
maintain their own ATM networks. The technology utilized to build Euronet's ATM
network is designed to be readily accessible and easy to use.

As of December 31, 1996 the Company had 131 ATMs installed in Hungary,
primarily in the country's six largest cities. Euronet has entered into
agreements ("Acceptance Agreements") with most major banks in Hungary that issue
ATM cards allowing all credit and debit cards issued by such banks to be
accepted at Euronet's ATMs. In addition, the Company has entered into agreements
with American Express and sponsor banks that are members of VISA International
and Europay/Mastercard/Cirrus allowing cards issued by American Express and
those cards bearing the VISA/Plus/Europay/Mastercard/Cirrus logos to be used at
Euronet's ATMs in Hungary. As a result of these agreements, Euronet's ATMs in
Hungary accept approximately 99% of the domestic debit and credit cards issued
in Hungary and all major international credit and debit cards.

As of December 31, 1996 Euronet had 35 ATMs installed in Poland. Euronet
has executed Acceptance Agreements with several Polish banks. The Company has
also entered into agreements with American Express and sponsor banks affiliated
with VISA International and Europay allowing all cards issued by American
Express and all credit and debit cards bearing the
VISA/Plus/Europay/Mastercard/Cirrus logos to be used at Euronet's ATMs in
Poland. As a result of these agreements the Company's ATMs in Poland are
currently able to accept 25% of credit and debit cards issued by Polish banks
and it is anticipated that the Company's ATMs in Poland will be able to accept
50% of such credit and debit cards during the first half of 1997. The Company
intends to pursue a strategy similar to that employed in Hungary in order to
reach agreements allowing all credit and debit cards issued in Poland to be used
at Euronet's ATMs.
In a typical ATM transaction processed by the Company, a debit or credit
cardholder inserts a credit or debit card into an ATM to withdraw funds or
obtain a balance inquiry. The transaction is routed from the ATM to Euronet's
central authorization and processing center (the "Processing Center"). The
Company's Processing Center computers then identify the card issuing banks or
International Card Organizations (the "Card Issuers") by the bank identification
number contained within the card's magnetic strip. The transaction is then
switched to the

28
<PAGE> 27

Card Issuer or its designated processor for authorization. Once authorization is
received, the authorization message is routed back to the ATM and the
transaction is completed.

LOGO

For banks that do not maintain on-line account balance information for
their cardholders, the Company stores such banks' cardholders' authorization
limits on its Processing Center computers and authorizes transactions on behalf
of such banks. The Company transmits records of all transactions processed in
this manner to such banks which then update their own cardholder account
records.

Authorization of ATM transactions processed on Euronet's ATMs is the
responsibility of the Card Issuer. Euronet is not liable for dispensing cash in
error if it receives a proper authorization message from a Card Issuer. Euronet
receives payment from the issuer of the credit or debit card used in a
transaction for processing the transaction, including for transactions that are
not completed because authorization is not given by the relevant Card Issuer.
The fees charged by Euronet to the Card Issuers are independent of any fees
charged by the Card Issuers to cardholders in connection with the ATM
transactions. The Company does not charge the cardholders a fee for using its
ATMs. In many cases the fee charged by a Card Issuer to a cardholder in
connection with a transaction processed at Euronet's ATMs is less than the fee
charged by Euronet to the Card Issuer.

The average number of transactions processed each month at Euronet's ATMs
in Hungary in the last three months of 1996 has increased approximately 25% per
month. In the last three months of 1996, Euronet's ATMs in Hungary averaged
1,699 transactions per ATM per month (1,209 of which were cash withdrawals).

ATM Location

The Company believes that one of the most important factors in determining
the success of an ATM network is the location of the ATMs. While most ATMs owned
by Central European banks are located on the premises of the banks or its
branches or on premises of large employers paying their employees by direct
deposit, all of Euronet's ATMs are located in non-bank sites. The Company's
strategy in pursuing sites for its ATMs is to concentrate on locations that will
provide high visibility and high cardholder utilization. As part of its
strategy, the Company identifies the major high pedestrian traffic regions and
locations where people need access to cash and find it convenient to stop for
cash. Key target locations for Euronet's ATMs include major shopping malls and
intersections; smaller shopping areas or intersections offering grocery stores
and supermarkets and services where people routinely shop; transportation hubs
such as city bus and tram/subway stops, rail and bus stations, airports, and gas
stations; and the tourist and entertainment centers such as historical sections
of cities, cinemas, and recreational facilities.

Research conducted in the United States indicates that once a cardholder
establishes a habitual pattern of using a particular ATM, there must be
significant problems with a location, such as a machine frequently being out of
service, to change the pattern of usage of a cardholder. It is the Company's
goal to be the first and the fastest to secure key real estate locations and
become the habitual ATM location of card users in its markets.

29
<PAGE> 28

In Hungary, the Company has obtained agreements to install ATMs at several
outlets of Julius Meinl, a large grocery chain in Hungary, several McDonald's
restaurants, several ARAL, OMV and Shell gas stations, Tesco supermarkets, Ikea
as well as other major retail sites in Budapest, Debrecen, Kaposvar, Gyor and
Szekesfehervar. In Poland, the Company has signed contracts to place ATMs in
many key locations including McDonald's restaurants, British Petroleum, Shell
and ARAL gas stations, the Warsaw Marriott Hotel, Office Depot, Makro Cash and
Carry and Ikea stores, Casinos Poland, and other hotel and retail outlets in the
Polish cities of Warsaw, Szczecin, Gdansk, Poznan, Lodz, Lublin, Krakow,
Katowice, Wroclaw and Czestochowa. It is the Company's strategy to expand its
relationships with such large multinational companies to obtain additional sites
for ATMs in other markets. Before expanding to Poland, Euronet had placed ATMs
at Shell, McDonald's and ARAL locations in Hungary. The Company recently
installed ATMs in the new 450,000 square foot Duna Plaza shopping mall in
Budapest and in the new 600,000 square foot Polus Centre shopping mall in
Budapest.

The Company's agreements for the location of ATMs generally provide for the
location of one or more ATMs inside or adjacent to the premises of the site
provider at minimal rental rates. In Hungary, the agreements generally provide
for an indefinite term. In Poland, the agreements generally provide for a three
to five year term and are renewable for additional three to five year terms. In
some cases, the site providers pay the Company a rental fee for the ATM in
recognition of the benefits that an ATM can bring to a retail outlet. The
Company's leases for ATM sites generally can only be terminated by a site
provider if the Company defaults on its obligations. To date, none of the
Company's leases have been terminated by site providers. The Company can
generally terminate its leases for ATM sites in Poland if transaction volumes at
a site are unacceptable to the Company and can generally terminate its leases
for ATM sites in Hungary for any reason.

Agreements with Card Issuers and International Card Organizations

The Company's Acceptance Agreements with banks generally provide that all
credit and debit cards issued by the banks may be used at all ATM machines
operated by Euronet. The Acceptance Agreements also generally allow Euronet to
receive transaction authorization directly from the card issuing bank or
International Card Organization. Acceptance Agreements generally provide for a
term of three to five years and are generally automatically renewed unless
notice is given by either party prior to the termination date. The Company
generally is able to connect any bank to its network within 30 to 90 days of
signing an Acceptance Agreement.

In addition to the Acceptance Agreements with local banks, Euronet has
entered into Acceptance Agreements with American Express providing for the
acceptance of all credit and debit cards issued by American Express at all of
Euronet's ATMs in Hungary and Poland. Through agreements with local sponsor
banks in Hungary and Poland, Euronet is able to accept all credit and debit
cards bearing the VISA, Plus, Mastercard, Europay and Cirrus logos at its ATMs
in Hungary and all credit and debit cards bearing the VISA and Plus logos at its
ATMs in Poland. The Company has entered into an agreement with a sponsor bank in
Poland to accept all credit and debit cards bearing the Europay, Mastercard and
Cirrus logos at its ATMs in Poland. This agreement is expected to be fully
implemented during the first half of 1997. These arrangements permit Euronet's
ATMs to accept credit and debit cards issued by domestic and foreign financial
institutions bearing the relevant logos. Euronet has a gateway to the central
authorization centers for VISA/Plus and Mastercard/Europay/Cirrus through local
bank sponsors in Hungary and Poland and has direct access to American Express
authorization centers. Prior to being permitted to accept VISA/Plus,
Mastercard/Europay/Cirrus and American Express cards at its ATMs, the Company
was required to demonstrate that it met all standards set by International Card
Organizations to process transactions for such International Card Organizations.

Banks that execute Acceptance Agreements agree to participate in Euronet's
ATM cash supply system. According to this system the banks provide all of the
cash needed to operate the network. Each bank provides its pro rata share of
cash dispensed to cardholders from Euronet's ATMs each day based upon daily
transaction reports generated by Euronet. Cash provided by the banks is
deposited by a third party security company in Euronet's ATMs generally once or
twice a week depending on need. Each banking day, card issuing banks connected
to the Euronet network provide cash to the Company's cash supply company based
upon the prior day's transaction reports. The cash remains the property of the
banks until it is dispensed to cardholders. The Company maintains insurance with
respect to the cash while it is held in its ATMs.

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<PAGE> 29

The ATM transaction fees charged by Euronet under the Acceptance Agreements
vary depending on the type of transaction executed (cash withdrawals; balance
inquiries; and transactions not completed because authorization is not given by
the relevant Card Issuer) and the quantity of transactions attributable to a
particular Card Issuer. The transaction fee charged to Card Issuers for cash
withdrawals is in excess of $1.00 per transaction while transaction fees for the
other two types of transactions that can currently be processed on Euronet's
ATMs are generally substantially less. Under the terms of the Acceptance
Agreements, Euronet charges ATM transaction fees to the card issuing banks. Card
issuing banks generally agree not to charge their cardholders more for using
Euronet's ATMs than the banks' own ATMs and generally charge lower fees or no
fees at all for cardholders that use Euronet's ATMs. The Acceptance Agreements
generally provide for payment in local currency but transaction fees are
denominated in U.S. dollars or inflation adjusted. Transaction fees are billed
on terms no longer than one month. The Company's agreement with Service Bank in
Germany to manage and install ATMs for Service Bank provides for fees similar to
those paid with respect to Acceptance Agreements. The Company's agreements to
provide ATM management services, other than in Germany, will provide for monthly
management fees plus fees payable for each transaction.

The tables below indicate the banks that have Acceptance Agreements with
the Company.

BANKS IN HUNGARY

<TABLE>
<S> <C>
Orszagos Takarekpenztar es Kereskedelmi Bank Rt. Magyar Kulkereskedelmi Bank Rt. (MKB)
(OTP)
Budapest Fejlesztesi es Hitelbank Rt. (Budapest Bank) Mezobank Rt.
Citibank Budapest Rt. Postabank es Takarekpenztar Rt.
Creditanstalt Rt. Deutsche Bank Rt.
Inter-Europa Bank Rt.
</TABLE>

BANKS IN POLAND

<TABLE>
<S> <C>
Bank Depozytowo-Kredytowy w Lublinie S.A.
Wielkopolskie Bank Kreditowy S.A.
Bank Wspoffipracy Regionalnej S.A. Krakow
Bank Polska Kasa Opieki S.A.
</TABLE>

The Company estimates that the banks in Hungary that have signed Acceptance
Agreements have issued an aggregate of approximately 1.2 million credit and
debit cards. The Company estimates that the banks in Poland that have signed
Acceptance Agreements, have issued an aggregate of approximately 400,000 credit
and debit cards. Through the Company's arrangements with sponsor banks in
Hungary and Poland, Euronet's ATMs are able to accept all VISA/Plus and
Europay/Mastercard/Cirrus cards in Hungary and all VISA/Plus cards in Poland
regardless of whether the card issuing bank is connected to the Euronet network.

ATM Network Technology

The Company uses IBM/Diebold and NCR ATMs. The wide range of advanced
technology available from IBM/Diebold and NCR provides Euronet customers with
state-of-the-art-electronics features and reliability through sophisticated
diagnostics and self-testing routines. The different machine types can perform
basic functions, such as dispensing cash and displaying account information, as
well as provide revenue opportunities for advertising and selling products
through use of color monitor graphics, receipt message printing, and coupon
dispensing. The Company's ATMs are modular and upgradeable so that they can be
adapted to provide additional services in response to changing technology and
consumer demand. In many respects, Euronet's ATMs are more technologically
advanced and more adaptable than many older ATMs in use in more developed ATM
markets. This allows the Company to modify its ATMs to provide new services
without replacing its existing network infrastructure.

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<PAGE> 30

Strong back office central processing support is a critical factor in the
successful operation of an ATM network. Each of Euronet's ATMs is connected to
Euronet's Processing Center through land-based and satellite telecommunications.
Because the Company strives to ensure western levels of reliability for its
network, it currently relies primarily on satellite telecommunications for ATM
connections to its Processing Center. As the reliability of land based
telecommunications improves, the Company may rely more heavily on them because
they are generally less expensive than satellite telecommunications. The
Processing Center, which is located in Euronet's Budapest office, is staffed 24
hours a day, seven days a week and consists of two IBM AS400 computers which run
the Arksys Gold Net ATM Software package. This software is a state-of-the-art
software package that conforms to all relevant industry standards and has been
installed in 64 countries worldwide. The Processing Center's computers operate
Euronet's ATMs and interface with the local bank and international transaction
authorization centers.

The Processing Center has full uninterruptable power supply systems with
battery and diesel power back-up to service the network in case of a power
failure. The Processing Center's data back-up systems would prevent the loss of
transaction records due to power failure. The Company's agreements with its
satellite providers provide for certain assurances with respect to the repair of
satellite malfunction to ensure continuous reliable communications for the
network. The satellite provider for the Processing Center guarantees
uninterrupted service for 99% of the time. By June 1997, the Company plans to
establish an off-site disaster recovery back up system in Budapest to provide
protection against both natural and man-made disasters. In 1996, Euronet's
network operated uninterrupted for 99% of the time excluding scheduled system
back-up and maintenance periods.

Euronet has entered into multi-country purchasing agreements with IBM and
NCR providing for the supply of up to 800 ATMs to Euronet over the next two
years. The Company generally finances the acquisition of ATM machines through
capital leases.

ATM NETWORK MANAGEMENT SERVICES

The Company recently began offering complete ATM network management
services to banks that own proprietary ATM networks. These services include: ATM
terminal driving, real-time transaction authorization, advanced monitoring,
network gateway access, network switching, 24 hour customer services,
maintenance services and settlement and reporting.

These services can be offered by Euronet to banks at a savings over
managing their own network due to the Company's economies of scale. Since the
Company has already contracted for many of these services and provides the
services as part of its own operation, this allows the potential for additional
revenue with lower incremental cost since Euronet has already invested in the
necessary infrastructure.

The ATM network management services provided by the Company include
management of an existing network of ATMs or development of new ATM networks.
This includes 24 hour monitoring of those ATMs from its Processing Center of
each individual ATM's status and cash condition, coordinating the cash delivery
and management of cash levels in the ATM and automatic dispatch for necessary
service calls. Euronet will also be able to provide these managed ATMs access to
those international cards and networks that are connected to the Euronet
network. In December 1996, the Company signed an agreement with Budapest Bank to
provide these ATM network management services to Budapest Bank's 120 machine ATM
network in Hungary. While important in strategic terms, the agreement with
Budapest Bank is not anticipated to be material in relation to the Company's
other client contracts when fully implemented. This contract is expected to be
implemented by May of 1997. Further, in January 1997, the Company executed an
agreement with Service Bank in Germany to provide installation and management
services to expand Service Bank's existing ATM network in Germany in non-bank
branch locations.

In addition, the Company has entered into an agreement with GE Capital
Corporation under which the Company will be a preferred provider of ATM network
management services to certain banks affiliated with GE Capital Corporation and
located in Poland, Hungary, the Czech Republic, Germany and Austria, including
Mercurbank AG in Austria, Service Bank GmbH & Co., KG in Germany, GE Capital
Bank SA in Poland and Budapest Bank in Hungary.

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<PAGE> 31

OTHER SERVICES

Euronet is currently working toward offering on-line point of sale
authorization for purchases made at retail outlets with credit and debit cards.
Purchases made with cards issued by banks that have executed Acceptance
Agreements and cards connected to international ATM networks that are connected
to the Euronet ATM network would be able to be authorized through Euronet's
Processing Center, generating additional transaction fees.

Euronet also plans to introduce payment processing capabilities on its ATMs
which would allow ATM card holders to pay utility bills, check stock and mutual
fund account balances and purchase stamps, theatre tickets, travellers checks
and other items at its ATM machines. The Company is currently working to develop
an ATM bill paying system that would be made available to utilities and other
service providers for bills that have traditionally required payment in person
at a post office or other central locations. In addition, the Company's ATMs are
upgradeable so that they can be updated to be used with new technologies
including computer chip "smart cards" which are electronic debit cards which can
be used to withdraw cash from ATMs as well as being "charged up" with electronic
funds at an ATM through a connection with the cardholder's bank and used to
purchase goods from retail locations. There can be no assurance that new
services introduced by the Company will be accepted by consumers in its market.

In May 1996, the Company began to sell advertising on its network.
Advertising clients can put their advertisements on the video screens of
Euronet's ATMs, on the receipts issued by the ATMs and on coupons dispensed with
cash from the ATMs. Advertising revenues currently average approximately $200 to
$250 per month for each ATM carrying advertising.

COMPETITION

Competitive factors in the Company's business are network availability and
response time, price, ATM location and access to other networks. Principal
competitors of the Company include ATM networks owned by banks and regional
networks consisting of consortiums of banks.

EMPLOYEES

The Company's business is highly automated and it out-sources many of its
internal functions such as ATM maintenance and repair and security. As a result,
the Company's labor requirements are relatively low. As of December 31, 1996,
the Company and its subsidiaries had approximately 60 full-time employees, 37 of
which were located in its Budapest office, 21 in its Warsaw office and 1 in its
Frankfurt office. None of the Company's or its subsidiaries' employees are
currently represented by a union. The Company has never experienced any work
stoppages or strikes.

GOVERNMENT REGULATION

The Company has received interpretative letters from the Hungarian Bank
Supervisory Board and the Polish National Bank to the effect that the business
activities of the Company in those jurisdictions, as described in this
Prospectus, do not constitute "financial activities" subject to licensing. Any
expansion of the activity of the Company into areas which are qualified as
"financial activity" under local legislation may subject the Company to
licensing, and the Company may be required to comply with various conditions in
order to obtain such licenses. Moreover, the interpretations of bank regulatory
authorities as to the activity of the Company as currently conducted might
change in the future. The Company monitors its business for compliance with
applicable laws or regulations regarding financial activities.

Under German law ATMs are subject to essentially the same licensing
requirements as bank branches and may only be operated by licensed financial
institutions. The Company intends to be a service provider to banks and it does
not anticipate that it will be subject to German financial institution licensing
requirements. There can be no assurance that the Company will not become subject
to additional regulation in Germany or other countries in which it conducts its
business.

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<PAGE> 32

PROPERTY

The Company's executive offices and Processing Center are located in
approximately 2,800 square feet of office space in Budapest. The Company also
maintains a 2,760 square foot office in Warsaw, a 755 square foot office in
Krakow and a 765 square foot office in Szczecin. All of the Company's facilities
are leased. The Company's office leases provide for initial terms of 24 to 60
months.

TRADEMARKS

The Company has filed applications for registration of certain of its
trademarks including the names "Euronet" and "Bankomat" and/or the blue diamond
logo in Hungary, Poland, the Czech Republic, Slovakia, Sweden, France and the
United Kingdom. Such applications have not yet been granted.

LITIGATION

The Company is not currently involved in any material legal proceedings
and, to the Company's knowledge, no litigation is currently threatened against
it.

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<PAGE> 33

MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The table sets forth certain information concerning the directors,
executive officers and other key employees of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------------- --- ----------------------------------------------------
<S> <C> <C>
DIRECTORS
Michael J. Brown(1).............. 40 Chairman, President and Chief Executive Officer
Daniel R. Henry.................. 31 Director, Chief Operating Officer
Thomas A. McDonnell(1)(2)........ 51 Director
Nicholas B. Callinan(1)(2)....... 50 Director
Steven J. Buckley(1)(2).......... 41 Director
Eriberto R. Scocimara............ 60 Director
Andrzej Olechowski............... 49 Director
EXECUTIVE OFFICERS
Dennis H. Depenbusch............. 33 Vice President -- Poland
Bruce S. Colwill................. 32 Chief Financial Officer and Chief Accounting Officer
Jeffrey B. Newman................ 42 Vice President and General Counsel
Johannes Seeger.................. 59 Vice President -- Germany
OTHER KEY EMPLOYEES
Istvan Alpek..................... 30 Operations Manager -- Hungary
Jan Kaczmarek.................... 48 Operations Manager -- Poland
Peter Nagy....................... 36 Business Development Manager -- Hungary
Krzysztof Kulig.................. 25 Business Development Manager -- Poland
Matthew Lanford.................. 30 Systems Manager -- Hungary
Joanna Zaczek.................... 43 Systems Manager -- Poland
Gabriella Temesi................. 27 Real Estate Manager -- Hungary
</TABLE>

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

(1) Member of the Compensation Committee

(2) Member of the Audit Committee

Directors

MICHAEL J. BROWN is one of the founders of the Company and has served as
its Chief Executive Officer since 1994. In 1979 Mr. Brown founded Innovative
Software, a computer software company that was merged with Informix in 1988.
During this period, Innovative Software conducted three public offerings of its
shares. Mr. Brown served as President of Informix from 1988 to 1990. Annual
revenues of Informix had grown to $170 million by the time Mr. Brown left
Informix in 1990. In 1993 Mr. Brown was a founding investor of Visual Tools,
Inc., a company that writes and markets component software for the growing
Visual Basic and Visual C++ developer market. Visual Tools, Inc. was acquired by
Sybase Software in February 1996. 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 the Company since its incorporation in
December 1996 and he previously served on the boards of Euronet's predecessor
companies. His term as Director of the Company will expire in 2000. Mr. Brown is
married to the sister of Mr. Henry's wife.

DANIEL R. HENRY founded the Company with Michael Brown in 1994 and is
serving as Chief Operating Officer of the Company. Mr. Henry is based in
Budapest, Hungary where he operates and oversees the daily operations of the
Company's Hungary operations and the supervision of the Company's Poland
operations. Mr. Henry also is responsible for the expansion of the Company into
other countries and the development of new markets. Prior to joining the
Company, 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 premiere office properties.

35
<PAGE> 34

Mr. Henry received a B.S. in Business Administration from the University of
Missouri -- Columbia in 1988. Mr. Henry has been a Director of the Company since
its incorporation in December 1996 and he previously served on the boards of
Euronet's predecessor companies. His term as Director of the Company will expire
in 1999. Mr. Henry is married to the sister of Mr. Brown's wife.

THOMAS A. MCDONNELL has been a Director of the Company 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. 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 such company. From
February 1987 to October 1995 he served as Executive Vice President and from
1983 to November 1995 he served as a director of Kansas City Southern
Industries. From December 1989 to October 1995, he served as a director of The
Kansas City Southern Railway Company. From 1985 to November 1995, he also served
as a director of Janus Capital Corporation. From October 1994 to April 1995 he
served as President and from 1992 to September 1995 as director of Berger
Associates, Inc. From 1994 to January 1997, Mr. McDonnell was a director of
First of Michigan Capital Corporation. He is currently a director of Informix,
BHA Group, Inc., Nellcor-Puritan Bennett Corporation, DST Systems Inc., Cerner
Corporation, Computer Science Corporation and Janus Capital Corporation. 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 as Director of the Company will
expire in 2000.

NICHOLAS B. CALLINAN has been a Director of the Company since its
incorporation in December 1996 and he previously served on the board of Euronet
Holding N.V. Since 1983 he has served as Senior Vice President and Managing
Director for Central and Eastern Europe of Advent International Corporation, the
ultimate general partner of private equity funds which are a shareholder of the
Company. From 1983 to 1993, he was founder and Chief Executive Officer of
Western Pacific Management & Investment Company, which later became the Advent
Group of Companies. Mr. Callinan has a B.E. in Civil Engineering and an M.B.A.
from the University of Melbourne. Mr. Callinan's term as Director of the Company
will expire in 1998.

STEVEN J. BUCKLEY has been a Director of the Company since its
incorporation in December 1996 and he previously served on the boards of
Euronet's predecessor companies. In June 1990 he was a co-founder of Poland
Partners L.P., a venture capital fund for investment in Poland and since April
1994 he has been President and Chief Executive Officer of Poland Partners
Management Company, the advisor of such fund. From June 1990 to April 1994, he
was a founder and director of Company Assistance Ltd., a business advisory firm
in Poland. He has a B.A. in Political Science from Stanford University and an
M.B.A. from Harvard University. Mr. Buckley's term as Director of the Company
will expire in 1998.

ERIBERTO R. SCOCIMARA has been a Director of the Company 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,
a private company that is funded by the U.S. government and invests in Hungary
and is also a shareholder of the Company. Since 1990 he has been a partner of
The Contrarian Group, an investment and management company based in California.
Mr. Scocimara is currently a director of the Hungarian-American Enterprise Fund,
Carlisle Companies, Harrow Industries, Inc., Roper Industries, Quaker Fabrics
and several privately-owned companies. He has a Licence de Science Econonomique
from the University of St. Gallen, Switzerland, and an M.B.A. from Harvard
University. His term as a Director of the Company will expire in 1998.

ANDRZEJ OLECHOWSKI has served as a Director of the Company since its
incorporation in December 1996. 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 was
Deputy Governor of the National Bank of Poland. At present Dr. Olechowski is
Chairman of Central Europe Trust, Poland, a consulting firm. Since 1994, he has
served as Chairman of the City Council in Wilanow, a district of Warsaw. His
memberships include a number of public policy initiatives: International
Advisory Boards of Creditanstalt, Banca Nazionale del Lavoro, International
Finance Corporation, Textron and boards of various charitable and educational
foundations. He received a Ph.D.

36
<PAGE> 35

in Economics in 1979 from the Central School of Planning and Statistics in
Warsaw. His term as Director of the Company will expire in 1997.

Executive Officers

DENNIS H. DEPENBUSCH has been Vice President of the Company's Poland office
since its inception in May 1995. From 1992 to 1995, Mr. Depenbusch was Director
of Project Finance with RMC in Lawrence, Kansas, where he structured various
financing and acquisition strategies for housing projects. From 1990 to 1992,
Mr. Depenbusch was a Senior Financial Analyst and Market Research Analyst for
Payless ShoeSource. Mr. Depenbusch received a B.S. in Business Administration in
1985 and an M.B.A. in Finance in 1989 from the University of Kansas.

BRUCE S. COLWILL has been Chief Financial Officer and Chief Accounting
Officer of Euronet since May 1996. Mr. Colwill was employed as Assistant
Controller and Financial Controller for PepsiCo Trading Sp. z o.o. in Warsaw,
Poland from 1994 to 1996. From 1989 to 1994, he was employed as a Manager and
Senior Accountant with KPMG in both Poland and Canada in the audit function. Mr.
Colwill obtained his Canadian Chartered Accountants Designation in 1992. He
received a B.B.A. in Accounting from Simon Fraser University in Canada in 1989.

JEFFREY B. NEWMAN joined the Company as Vice President and General Counsel
on January 31, 1997. Prior to this he practiced law in Paris with the law firm
of Salans Hertzfeld & Heilbronn and then with the Washington, D.C. based law
firm of Arent Fox Kintner Plotkin & Kahn, of which he was a partner since 1993.
He established the Budapest office of Arent Fox Kintner Plotkin & Kahn in 1991
and has resided in Budapest since that time. He is a member of the Virginia,
District of Colombia and Paris bars. He received a B.A. in Political Science and
French from Ohio University and law degrees from Ohio State University and the
University of Paris.

JOHANNES SEEGER joined Euronet in June 1996 as Vice President -- Germany.
Mr. Seeger has almost 20 years experience as a senior engineer and manager. From
1984 to 1991, he worked as senior manager of EFT, ATM and POS systems for GZS
GmbH and was responsible for employees, cash-management, security, service, and
technology. From 1991 to 1996, he worked with PostBank GmbH, a German company,
in the development of payment systems. Mr. Seeger graduated as a technical
engineer from the Cologne Technical Polytechnic.

Other Key Employees

ISTVAN ALPEK has been Operations Manager -- Hungary since December 1996 and
is responsible for the management of the daily operations of the ATM network in
Hungary. From August 1995 to December 1996, Mr. Alpek served as Finance Manager
- -- Hungary and he was responsible for the management of the financial and
administrative activity of the Company's Hungarian operations. From 1993 to
1995, he was Business Finance Manager at Digital Equipment Corporation Ltd. in
Budapest, where his responsibilities included management of budgeting, planning,
forecasting and reporting. From 1990 to 1993, Mr. Alpek was the Finance Manager
at Du Pont Co., Hungary. He graduated in 1989 from the College for Foreign Trade
of Budapest and is currently enrolled in the M.B.A. course at Pittsburgh
University.

JAN KACZMAREK became Operations Manager -- Poland in January 1997. Mr.
Kaczmarek is responsible for maintaining the daily operations of the network in
Poland. This includes liaising with security companies and banks in relation to
cash supply and ensuring high availability of the network. From 1994 to 1996,
Mr. Kaczmarek was information technology executive for PTK Centertel in Warsaw,
Poland, where he was responsible for all aspects of information technology and
computing. Prior to this Mr. Kaczmarek was employed by CSC Computer Sciences
Ltd. in Poland and Brussels where he was responsible for the provision of
administrative and billing services as well as the supply for Polish clients and
customer service information technology functions. Mr. Kaczmarek received an
M.A. in Systems Management from Lancaster University in 1972, a B.S. in Chemical
Engineering from the University of Surrey in 1971, and a diploma in
Organizational Development from IOD Leuven Belgium in 1993.

PETER NAGY was appointed Business Development Manager of the Company in
February 1995. Dr. Nagy is responsible for acquiring and negotiating contracts,
managing and servicing key accounts, and participates in

37
<PAGE> 36

marketing and public relation issues. From 1988 to 1995, Dr. Nagy worked as a
consultant in Washington, D.C. on Hungarian-American business relations for the
Bridgevest, Inc. and Merit, Inc. international consulting firms. He earned a law
degree in 1986 from Janus Pannonius University of Pecs, Hungary and attended
undergraduate studies in Sales and Marketing at the University of New York.

KRZYSZTOF KULIG was appointed Business Development Manager for the
Company's Poland operations in September 1995. His primary responsibility is
marketing Euronet's services to the Polish banking community. This includes
acquiring and negotiating contracts, managing and servicing key accounts and
participating in marketing and public retail issues. From 1994 to 1995, Mr.
Kulig was Brand and Export Manager for Pollena-Ewa S.A. in Poland. Mr. Kulig has
an M.A. in International Trade and Finance from the University of Lodz, Poland
in 1995, and a Diploma in Economics from the University of Kent. Mr. Kulig is
currently enrolled in the M.B.A. program at the University of Calgary, Canada.

MATTHEW LANFORD was appointed Systems Manager for Euronet in August 1996.
He is responsible for systems design and development and ensuring that Euronet's
technology is up-to-date and capable of supporting the rapid expansion of the
Company. From 1989 to 1995, he worked as a programmer, project supervisor and
lead programmer/analyst for Arksys, Inc. the supplier of the ITM/400 software on
the AS/400 where he designed the network processing software currently being
used by the Company. From February 1995 to August 1996, he worked as lead
programmer/analyst for Associates Bancorp, Inc., a division of The Associates,
an international consumer/commercial finance organization. Mr. Lanford has a
B.S. in Computer Science from the University of Arkansas at Little Rock.

JOANNA ZACZEK was appointed Systems Manager for the Company's Poland
operations in February 1996. Her primary task is managing the information
systems within the Polish office, maintaining the ATM network and creating and
maintaining technical connections to the Polish banks. From 1986 to 1996, Ms.
Zaczek worked at Zurich Re (UK) Ltd. where her most recent positions were
corporate analyst and information technology consultant. Ms. Zaczek holds a
Masters degree in Electronics from Warsaw Polytechnic University and a diploma
in Computer Science from the London Polytechnic.

GABRIELLA TEMESI joined Euronet in September 1994 and has been Real Estate
Manager for the Company's Hungary operations since 1995. She is responsible for
securing ATM locations, site contract negotiations and acquiring site
permissions for installation. From 1991 to 1992, she worked for Westbrook
Associates and from 1992 to 1994 for Healy & Baker International, where she was
responsible for various commercial real estate transactions such as acquiring
sites for retailers and offices. Ms. Temesi received her certification from the
Education Center for Foreign Trade and obtained a state brokerage and appraisal
license in 1993.

EXECUTIVE COMPENSATION

The following table shows, for the fiscal year ended December 31, 1996,
compensation awarded or paid by the Company to its Chief Executive Officer (the
only employee of the Company whose annual salary and bonus for the fiscal year
ended December 31, 1996 equaled or exceeded $100,000):

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------ LONG-TERM
COMPENSATION
------------
OTHER SECURITIES
($) BONUS ANNUAL UNDERLYING ALL OTHER
SALARY ----- COMPENSATION OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION PERIOD ------- ------------ ------------ ------------
- ----------------------------------- ------ ($) ($) ($) (#) ($)
<S> <C> <C> <C> <C> <C> <C>
Michael J. Brown................... 1996 100,000 0 0 1,149,890 0
Chairman, Chief Executive Officer
</TABLE>

38
<PAGE> 37

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides certain information concerning each grant of
options to purchase the Company's Shares made during the fiscal year ended
December 31, 1996 to its Chief Executive Officer:

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -----------------------------------------------------------------------------------------------------------
POTENTIAL
REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK
NUMBER OF % OF TOTAL PRICE APPRECIATION
SECURITIES OPTIONS EXERCISE FOR
UNDERLYING GRANTED TO PRICE PER OPTION TERM(3)
OPTIONS GRANTED EMPLOYEES IN SHARE EXPIRATION -------------------
NAME (#)(1)(2) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
- ------------------------- --------------- ------------ --------- ------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Brown......... 1,149,890 50.5 2.14 Oct. 14, 2006 1,549,622 3,927,048
</TABLE>

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

(1) Such options were awarded in accordance with the provisions of a
shareholder's agreement dated February 15, 1996, as amended October 14, 1996
(see "-- Stock Option Plans"). These options are subject to the provisions
of the Euronet Long-Term Incentive Stock Option Plan adopted by the Company
on August 13, 1996. Mr. Brown's options will fully vest and become
exercisable upon the occurrence of the Offering.

(2) Each share in Euronet Holding N.V. will be exchanged for one share of Common
Stock in the Company pursuant to the terms of the Exchange Agreement, dated
December 17, 1996, among Euronet Services Inc., Euronet Holding N.V. and all
of the shareholders and optionholders of Euronet Holding N.V.

(3) 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. Those numbers are calculated
based upon the requirements promulgated by the Commission and do not reflect
any estimate by the Company of future Share price increases.

AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

The following table sets forth certain information regarding the stock
options held as of December 31, 1996 by the Chief Executive Officer.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS IN-THE-MONEY OPTIONS
ACQUIRED ON AT DECEMBER 31, 1996 (#) AT DECEMBER 31, 1996 ($)(1)
EXERCISE VALUE --------------------------- ---------------------------
NAME (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Brown............ 0 0 0 1,149,890 0 12,487,805
</TABLE>

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

(1) Based upon the initial public offering price of $13 per Share minus the
applicable exercise price.

COMPENSATION OF DIRECTORS

The Company does not currently pay fees to its directors for attendance at
meetings. Following completion of the Offering, the Company intends to pay each
outside director a fee consistent with that paid by similar companies for
attendance at meetings, together with reimbursement of out-of-pocket expenses
incurred in connection with the directors' attendance at such meetings. No
additional compensation will be paid for committee meetings held on the same day
as a Board of Directors' meeting. Officers of the Company who are also directors
will receive no additional compensation for serving as directors.

EMPLOYMENT AGREEMENTS

Mr. Brown serves as the Chief Executive Officer, President and Chairman of
the Board of the Company pursuant to an employment agreement dated December 17,
1996. Under the terms of his agreement, Mr. Brown is entitled to an annual
salary of $100,000, subject to annual review and adjustments by the Board of
Directors, and is reimbursed 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 the Company's
senior officers. The term of the agreement expires in December 1999. The term of
the agreement, however, will be automatically extended on the

39
<PAGE> 38

same terms and conditions for successive periods of one year each unless
declined by either party for any reason. In the event that Mr. Brown's
employment with the Company is terminated by the Company for Cause (as defined
in the agreement), or if Mr. Brown voluntarily terminates employment with the
Company, he will be entitled to receive all compensation, benefits and
reimbursable expenses accrued as of the date of such termination. In the event
that Mr. Brown's employment with the Company 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 also contains certain non-competition,
non-solicitation and non-disclosure covenants.

The Company has also entered into employment agreements with Mr. Henry, Mr.
Depenbusch and Mr. Colwill which expire in December 1999. Certain other key
employees also have employment agreements.

STOCK OPTION PLANS

Milestone Options. In accordance with the Shareholders' Agreement, dated
February 15, 1996, as amended October 14, 1996 (the "Shareholders' Agreement"),
the Company has reserved a total of 2,050,405 shares of Common Stock for
issuance pursuant to Milestone Options granted under the Shareholders' Agreement
to Mr. Brown and Mr. Henry, as well as certain other key employees of the
Company. The Milestone Options are subject to the provisions of the Euronet
Long-Term Incentive Stock Option Plan. See "-- The Long-Term Incentive Plan."
The Milestone Options granted to Mr. Brown, Mr. Henry and Mr. Depenbusch have an
exercise price equal to $2.14 per share and vest and become exercisable upon the
earlier of October 14, 2006, or the date on which any one or more of the three
performance goals described in the Shareholders' Agreement is attained.
One-third of the Milestone Options vest upon the occurrence of each milestone.
Upon the effectiveness of the Offering, Milestone Options granted to Mr. Brown,
Mr. Henry and Mr. Depenbusch will fully vest and become exercisable. Milestone
Options allocated at Mr. Brown's discretion to other management and key
employees also have an exercise price of $2.14 per share, but are conditioned
upon the completion of an initial public offering of the Company's Common Stock
on or before June 30, 1997, and will vest in three equal installments of 33% of
the grant beginning on the date of the Closing of the Offering, with the second
and third portions vesting on the first and second anniversaries of the
Offering, respectively. In the event that an initial public offering of the
Company's common stock does not occur on or before June 30, 1997, the Milestone
Options allocated to management and key employees (other than Mr. Brown, Mr.
Henry and Mr. Depenbusch) will expire and again be available for reallocation at
Mr. Brown's discretion. See "Certain Transactions."

The Long-Term Incentive Plan. The Euronet Long-Term Incentive Stock Option
Plan (the "Plan") was adopted by the Company on August 13, 1996. Pursuant to the
provisions of the Plan, employees and consultants of the Company may be offered
the opportunity to acquire shares of Common Stock by the grant of non-qualified
stock options ("Options"). A total of 1,299,550 shares of Common Stock have been
reserved for Options under the Plan. Options to purchase shares of Common Stock
of the Company may be granted to eligible employees and consultants, as
determined by the Board of Directors, in amounts reflecting the employee's or
consultant's employment responsibilities and level of performance. The Options
vest in five equal annual installments of 20% of the grant, and have a term of
ten years. The exercise price per share of Common Stock purchased on exercise of
Options is the value of the most recent transaction in equity securities as at
the date of grant. Once vested, the Options may be exercised in whole or part.
The Plan also incorporates various prior grants of Milestone Options under
Shareholders' Agreement. In addition to Milestone Options, as of the date of
this Prospectus, non-qualified stock options have been granted to certain
employees of the Company, including Options to acquire 440,440 shares to Mr.
Henry, Options to acquire 287,000 shares to Mr. Depenbusch as well as Options to
acquire 335,510 shares to other key employees.

Determination of Option Exercise Price. The Company has granted the
options described above at an exercise price based on the estimated fair market
value of the underlying shares of Common Stock. Fair market value has been
determined by taking into consideration the per share price at which the most
recent sale of equity securities was made by the Company to new investors with
the exception of Milestone Options issued on October 14, 1996 and Incentive
Stock Options issued in the last quarter of 1996, all with an exercise price of
$2.14 per share. The fair market value of the shares underlying these options
was determined to be $4.22 per

40
<PAGE> 39

share which is the cash price for the sale of Shares in the next succeeding
third party purchase of Shares in February 1997.

COMMITTEES OF THE BOARD OF DIRECTORS

Audit Committee. The Directors have established an Audit Committee of
independent Directors. The Audit Committee will make recommendations concerning
the engagement of independent accountants, review with the independent
accountants the plans and results of the audit engagement, approve professional
services provided by the independent accountants, review the independence of the
independent accountants, consider the range of the audit and non-audit fees and
review the adequacy of the Company's internal accounting controls. In addition,
the Audit Committee will be responsible for reviewing and overseeing
transactions between the Company and related parties or affiliated companies.
Thomas A. McDonnell, Steven J. Buckley and Nicholas B. Callinan are members of
the Audit Committee.

Compensation Committee. The Directors have established a Compensation
Committee with a majority of independent Directors, which will make
determinations with respect to salaries and bonuses payable to the Company's
Executive Officers and will administer the Company's Stock Option Plan. Michael
J. Brown, Thomas A. McDonnell, Steven J. Buckley and Nicholas B. Callinan will
be members of the Compensation Committee. Prior to the Offering the Company did
not have a Compensation Committee and compensation decisions were made by the
Board of Directors. Mr. Brown does not participate in decisions regarding his
own compensation.

COMPENSATION COMMITTEE INTERLOCKS

Mr. Brown, the Chairman, President and Chief Executive Officer of the
Company has made loans to the Company of which $262,000 was outstanding as of
December 31, 1996. See "Certain Transactions -- Financings -- Loans from Mr.
Michael J. Brown." There are no Compensation Committee interlocks.

41
<PAGE> 40

CERTAIN TRANSACTIONS

FINANCINGS

Between June 22, 1994 and the present, the Company and its existing
shareholders have engaged in several transactions to provide the Company
(including its predecessors and operating subsidiaries) with necessary
financing. These transactions are summarized below. For the convenience of the
reader all amounts of capital contributions made in Hungarian forints have been
translated into U.S. dollars at the official middle rate established by the
National Bank of Hungary on the date such capital contributions were made and
all amounts of capital contributions made in Polish zlotys have been translated
into U.S. dollars at the exchange rate quoted by the National Bank of Poland at
noon on the date such capital contributions were made.

Formation of the Company. Bank Access 24 Kft. ("Bank 24"), the predecessor
of the Hungarian operating subsidiary of the Company, was established on June
22, 1994 by Michael Brown and Daniel Henry, both of whom are Directors of the
Company. Mr. Brown received a 90% equity interest in Bank 24 in consideration
for a contribution of $9,000 and Mr. Henry received a 10% interest in
consideration of a contribution of $1,000.

Original Joint Venture Agreement. On July 19, 1994 a Joint Venture
Agreement (the "Original JVA") was entered into by Mr. Brown and DST Systems,
Inc., Euroventures (Hungary) B.V. ("Euroventures"), Mark Callegari, Larry Maddox
and Lawrence Schwartz. The Original JVA provided that the parties to the
Original JVA would contribute capital to Bank 24 in exchange for ownership
interests in Bank 24 in the following amounts:

<TABLE>
<CAPTION>
CAPITAL PERCENTAGE
SHAREHOLDER CONTRIBUTION OWNERSHIP
- --------------------------------------------------------------------- ---------- ----------
<S> <C> <C>
Michael Brown........................................................ $ 990,000 42.74%
DST Systems, Inc..................................................... $1,000,000 34.72%
Euroventures......................................................... $ 300,000 10.42%
Mark Callegari....................................................... $ 200,000 6.93%
Lawrence Schwartz.................................................... $ 50,000 1.74%
Larry Maddox......................................................... $ 100,000 3.74%
</TABLE>

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

Pursuant to the Original JVA, Mr. Henry transferred his 10% interest in
Bank 24 to Mr. Brown for a purchase price equal to $1,000. At the time of the
Original JVA Mr. Brown was granted an additional 8% equity interest in Bank 24
free of charge.

Capital Increase and Amendment of Original JVA. On February 20, 1995, the
Original JVA was amended by an Amended and Restated Joint Venture Agreement (the
"Amended JVA") under which a new shareholder, the Hungarian-American Enterprise
Fund ("HAEF"), and Euroventures agreed to purchase from a third party 100% of
the equity interests in SatComNet Kft., which is now a subsidiary of the Company
("SatComNet"). HAEF acquired an 89% interest in SatComNet for a purchase price
of $439,000 and Euroventures purchased an 11% interest in SatComNet for $52,000.
Under the Amended JVA, HAEF also agreed to contribute $611,000 to Bank 24,
Euroventures agreed to contribute $148,000 and a new shareholder, Hi-Care Trade
and Development Company ("Hi-Care") agreed to contribute $197,000.

42
<PAGE> 41

The shareholders of SatComNet and Bank 24 exchanged their interests held in
such companies to create identical ownership of the two companies, as follows:

<TABLE>
<CAPTION>
PERCENTAGE
SHAREHOLDER OWNERSHIP
- -------------------------------------------------------------------------------- ----------
<S> <C>
Michael Brown................................................................... 30.29%
DST Systems, Inc................................................................ 22.49%
HAEF............................................................................ 23.61%
Euroventures.................................................................... 11.24%
Hi-Care......................................................................... 4.50%
Mark Callegari.................................................................. 4.50%
Larry Maddox.................................................................... 2.25%
Lawrence Schwartz............................................................... 1.12%
----------
TOTAL........................................................................... 100%
========
</TABLE>

Bank 24 was then transformed into an "Rt.", a different form of Hungarian
corporate entity.

Under the Amended JVA, Mr. Henry was granted an option to purchase up to 6%
of the shares of each of Bank 24 and SatComNet for a total purchase price of
$246,000.

Hi-Care entered into a lease with Bank 24 effective as of September 10,
1994 for the Company's current offices in Budapest. The entire amount
contributed to the capital of Bank 24 by Hi-Care under the Amended JVA was
immediately paid out to Hi-Care as a payment under such lease.

Loans from Mr. Michael J. Brown. Mr. Brown established the Company's
Polish operating subsidiary, Bankomat 24 Sp. z o.o. ("Bankomat"), on August 8,
1995. Upon its formation, Mr. Brown contributed $2,000 to Bankomat and was the
sole interest holder of Bankomat. A capital increase in the amount of $61,000
was made on December 7, 1995. On August 31, 1995, Mr. Brown agreed to make
revolving loans in the amount $125,000 to Bankomat at a rate of interest of 10%
per year. The amount of such loans was increased to $195,000 as of May 21, 1996.
As of December 31, 1996 $262,000 was outstanding under such loans and other
loans made by Mr. Brown to the Company consisting of $67,000 in loans at an
interest rate of 10% relating to the establishment of Bankomat. A portion of the
proceeds of the Offering will be used to repay these loans in full.

Formation of Euronet Holding N.V. On February 15, 1996 the shareholders in
Bank 24 and SatComNet and Hi-Care (the "Original Investors") terminated the
Amended JVA and entered into the Shareholders' Agreement reorganizing the
ownership of Bank 24, SatComNet and Bankomat. Under the Shareholders' Agreement,
the Original Investors contributed all of their shares and interests in Bank 24,
SatComNet and Bankomat to Euronet Holding N.V., which was established on March
27, 1996 as a holding company. In addition, four new shareholders made cash
contributions to the capital of Euronet Holding N.V in exchange for preferred
stock of Euronet Holding N.V., as follows:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
PREFERRED STOCK
CONTRIBUTION OF EURONET
NEW SHAREHOLDERS COMMITMENT HOLDING N.V.
- ------------------------------------------------------------------ ------------ ---------------
<S> <C> <C>
Advent Private Equity Fund CELP................................... $ 1,250,000 875,000
Hungarian Private Equity Fund..................................... $ 500,000 350,000
Poland Investment Fund............................................ $ 1,250,000 875,000
Poland Partners L.P............................................... $ 3,000,000 2,100,000
</TABLE>

Concurrently with these transactions, Euroventures purchased the shares and
interests of Hi-Care in Bank 24 and SatComNet.

43
<PAGE> 42

The Shareholders' Agreement provided that the Original Investors and
management of Euronet Holding N.V. would be granted certain awards of preferred
shares, and in the case of Mr. Brown, Common Shares, of Euronet Holding N.V. in
consideration of the payment of the par value ($0.02) of such shares if certain
goals ("Milestones") were attained by the Company (the "Milestone Awards").
Specifically, the following Original Investors were to receive the following
amounts of preferred shares or Common Shares of Euronet Holding N.V.:

<TABLE>
<CAPTION>
NUMBER OF SHARES
ORIGINAL INVESTOR OR MANAGEMENT MEMBER TO BE AWARDED
------------------------------------------------------------------------ ----------------
<S> <C>
Michael Brown........................................................... up to 1,117,620
DST Systems, Inc. ...................................................... up to 258,300
HAEF.................................................................... up to 271,110
Euroventures............................................................ up to 180,810
Mark Callegari.......................................................... up to 51,597
Larry Maddox............................................................ up to 25,802
Lawrence Schwartz....................................................... up to 12,901
Daniel Henry............................................................ up to 593,670
</TABLE>

Pursuant to the Shareholders' Agreement Euronet Holding N.V. was entitled
to call a "standby round" of investment from DST Systems, Inc., Poland Partners
L.P., Hungarian Private Equity Fund and the Advent Private Equity Fund CELP of
up to $3,000,000 in the aggregate from such shareholders at a per share price of
$2.14 for one tranche and $10.00 per share for a second tranche subject to
certain conditions. The first tranche of this standby round was called on
November 26, 1996 and 466,669 Series B convertible preferred shares of Euronet
Holding N.V. were issued in exchange for $1 million. The Company's right to call
the remainder of the standby round commitment will terminate on the termination
of the Shareholders' Agreement which will occur on the execution of the
underwriting agreement to be executed in connection with this Offering

In addition, the Shareholders' Agreement provided that Mr. Brown would be
reimbursed by the shareholders for up to $100,000 for expenses incurred from
December 1994 to May 1995, and by the Company for expenses incurred from June 1,
1995 to March 27, 1996 relating to the establishment of Bankomat. On October 11,
1996, Euronet Holding N.V. adopted a revision to its Articles of Association
effecting a ten for one stock split.

On October 14, 1996, the Shareholders' Agreement was amended (the "First
Amendment") and the Milestone Award arrangements were modified to provide for
two different types of grants:

(i) Milestone Awards of preferred shares of Euronet Holding N.V. in
exchange for payment of par value ($0.02), to all Original Investors
except Mr. Brown,

(ii) Options to purchase Common Shares and preferred stock of Euronet
Holding N.V. to Mr. Brown, and options to purchase preferred shares of
Euronet Holding N.V. to Mr. Henry, Mr. Depenbusch and certain other
employees of the group at a purchase price of $2.14 per share
("Milestone Options"). The number of shares of Euronet Holding N.V.
subject to these option arrangements was increased as compared with the
amounts that were to be awarded under the Shareholders Agreement to take
into account the fact that consideration was now to be paid for such
shares. The following numbers of Milestone Options were granted to
directors and officers of the Company: Michael Brown (1,149,890 of
Common Shares and preferred stock of Euronet Holding N.V.); Daniel Henry
(599,340 preferred shares of Euronet Holding N.V.); and Dennis
Depenbusch (226,450 preferred shares of Euronet Holding N.V.).

All Milestone Awards of Common Shares of Euronet Holding N.V. will be made
effective as of the closing of the Offering and all Milestone Options will
become vested upon the closing of the Offering, with the exception of 49,819
Options to certain key employees which will vest equally over two years
following the Offering. See "Management -- Stock Option Plans."

The Reorganization. In December 1996, the Company, shareholders and
optionholders of Euronet Holding N.V. entered into an Exchange Agreement
pursuant to which (i) 10,296,076 shares of Common Stock

44
<PAGE> 43

will be issued to the shareholders of Euronet Holding N.V. in exchange for all
of the Common Shares of Euronet Holding N.V., (ii) options to acquire 3,113,355
shares of Common Stock will be granted to the holders of options to acquire
3,113,355 Common Shares of Euronet Holding N.V. in exchange for all of such
options and (iii) awards with respect to 800,520 shares of Common Stock will be
issued to the holders of awards with respect to 800,520 preferred shares of
Euronet Holding N.V. in exchange for all such awards. Such exchange is subject
to and will be effective upon the execution of the underwriting agreement to be
executed in connection with the Offering. Euronet Holding N.V. will be dissolved
following the Reorganization. In connection with the Reorganization, the
Shareholders' Agreement will be terminated.

GE Capital Investment. On January 31, 1997, the Company signed a
subscription agreement (the "Subscription Agreement") with General Electric
Capital Corporation ("GE Capital") pursuant to which GE Capital agreed to
subscribe for preferred stock of Euronet Holding N.V. for an aggregate purchase
price of $3 million which will entitle GE Capital to receive 710,507 shares of
Common Stock of the Company in connection with the Reorganization, resulting in
a per Share purchase price of $4.22. Under a "claw back" option, the Company has
the right to repurchase up to 292,607 of such shares for nominal consideration
in the event of a public or private offering of the Company's Common Stock where
the Company is attributed a valuation that is higher than that used for purposes
of the Subscription Agreement, including the offering made hereby. The
Subscription Agreement also includes certain reciprocal rights of the parties to
act as preferred providers of services to each other in Poland, Hungary, the
Czech Republic, Germany and Austria. In particular, the Company will be a
preferred provider of outsourced ATM services to certain banks affiliated with
GE Capital and GE Capital will be a preferred provider of equipment financing
and satellite telecommunications to the Company.

ATM PURCHASE OPTION

On March 10, 1995 Bank 24 entered into a Master Rental Agreement with HFT
Corporation ("HFT") pursuant to which HFT agreed to lease ATM machines to Bank
24 pursuant to operating leases which are treated, for U.S. GAAP purposes only,
as capital leases. On the same date, HFT granted an option to purchase the ATM
machines which were the subject of this Master Rental Agreement to Windham
Technologies, a company controlled by Michael Brown and Mark Callegari. On March
25, 1995, Windham Technologies executed a unilateral undertaking (the
"Undertaking") to sell such machines to Bank 24 for a purchase price which was
equal to the price paid by Windham, plus incidental expenses. All ATMs operated
by the Company are subject to this arrangement. As indicated in "Management's
Discussion and Analysis of Financial Condition and Results of Operations", the
Company intends to restructure these arrangements as capital leases under
Hungarian law and has recorded an accrual in this respect.

WINDHAM TECHNOLOGIES INC.

Windham Technologies Inc. ("Windham") holds the option to purchase certain
ATMs at the end of the lease term. Windham is jointly owned by two shareholders
of Euronet Holding N.V. Windham has signed an undertaking to contribute these
assets to Euronet N.V. at the end of the lease at a bargain purchase price of $1
plus incidental expenses.

In addition, payments of $425,000, $320,000 and $66,000 have been made for
the years ended December 31, 1996 and 1995 and for the period from June 22, 1994
(inception) through December 31, 1994, respectively, to Windham. These payments
cover the services and related expenses of consultants seconded by Windham to
Euronet N.V. These services include AS400 computer expertise, bank marketing and
management support.

45
<PAGE> 44

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Shares as of February 15, 1997, and after
giving effect to the Offering by (i) each shareholder known by the Company to
own beneficially more than 5% of the Shares, (ii) all Directors and Executive
Officers of the Company as a group and (iii) each Selling Shareholder.

<TABLE>
<CAPTION>
SHARES SHARES
BENEFICIALLY SHARES TO BE BENEFICIALLY
OWNED PRIOR TO SOLD IN THE OWNED AFTER
THE OFFERING OFFERING THE OFFERING(1)
------------------ ------------ ------------------
NUMBER OF NUMBER OF NUMBER OF
SHAREHOLDERS SHARES(2) % SHARES(1) SHARES(2) %
- ------------------------------------------- --------- ------ ------------ --------- ------
<S> <C> <C> <C> <C> <C>
Michael J. Brown(3)........................ 3,562,370 31.24% 354,515 3,132,277 21.69%
Daniel R. Henry(4)......................... 775,600 6.80% 103,985 671,615 4.65%
Dennis Depenbusch(5)....................... 283,850 2.49% 51,345 232,505 1.61%
Peter Nagy(6).............................. 21,980 * -- 21,980 *
Nicholas B. Callinan(7).................... 7,648 * 1,750 5,898 *
DST Systems, Inc........................... 1,414,077 12.40% -- 1,649,357 11.42%
Euroventures............................... 935,410 8.20% 233,852 512,908 3.55%
Mark R. Callegari.......................... 267,260 2.34% 66,800 153,404 1.06%
Larry Maddox............................... 133,630 1.17% 33,400 76,702 *
Lawrence Schwartz.......................... 66,710 * 16,700 38,277 *
HAEF....................................... 1,403,010 12.31% 350,753 798,702 5.53%
Poland Partners L.P........................ 2,294,446 20.12% 525,000 1,769,446 12.25%
Advent Partners L.P........................ 38,241 * 8,750 29,491 *
Advent Private Equity Fund -- CELP......... 917,777 8.05% 210,000 707,777 4.90%
Poland Investment Fund L.P................. 956,018 8.39% 218,750 737,268 5.11%
Hungarian Private Equity Fund.............. 382,410 3.35% 87,500 294,910 2.04%
General Electric Capital Corporation(8).... 710,507 6.23% -- 710,507 4.92%
All Directors and Executive Officers as a
group (4 persons)........................ 4,629,468 40.60% 511,595 4,042,295 27.99%
</TABLE>

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

* The percentage of shares of Common Stock beneficially owned does not exceed
one percent of the outstanding Shares.

(1) Assumes no exercise of the Underwriters' over-allotment option. Also
reflects transfers of existing shares of Common Stock among certain
shareholders at the time of the Offering.

(2) Based on 11,401,418 Shares outstanding prior to the Offering and 14,440,068
Shares outstanding after the Offering. Calculations of percentage of
beneficial ownership assume the exercise by only the respective named
stockholder of all options for the purchase of Shares held by such
stockholder which are exercisable within 60 days of January 1, 1997

(3) Includes an aggregate of 1,985,270 shares of Common Stock issuable pursuant
to options (including Milestone Options) exercisable within 60 days of
January 1, 1997. Shares beneficially owned by Mr. Brown prior to Offering
include 835,380 Shares that Mr. Brown has the right to acquire from existing
shareholders of the Company pursuant to an option agreement. Shares
beneficially owned by Mr. Brown after the Offering include 759,802 Shares
acquired by Mr. Brown pursuant to such option agreement.

(4) Includes an aggregate of 775,600 shares of Common Stock issuable pursuant to
options (including Milestone Options) exercisable within 60 days of January
1, 1997.

(5) Includes an aggregate of 283,850 shares of Common Stock issuable pursuant to
options (including Milestone Options) exercisable within 60 days of January
1, 1997.

(6) Includes an aggregate of 21,980 shares of Common Stock issuable pursuant to
options exercisable within 60 days of January 1, 1997.

(7) Mr. Callinan's shares are held indirectly through his interest in Advent
Partners L.P.

(8) The Company has the right to repurchase up to 292,607 shares of Common Stock
from General Electric Capital Corporation for nominal consideration upon
completion of the Offering. See "Certain Transactions -- GE Capital
Investment."

46
<PAGE> 45

DESCRIPTION OF CAPITAL STOCK

GENERAL

The authorized capital stock of the Company consists of 30 million shares
of Common Stock, par value $0.02 per share and 10 million shares of Preferred
Stock, par value $0.02 per share. The following summary description of the
capital stock of the Company does not purport to be complete and is subject to
the detailed provisions of, and qualified in its entirety by reference to, the
Certificate of Incorporation and By-Laws, copies of which have been filed as
exhibits to the Registration Statement of which this Prospectus is a part, and
to the applicable provisions of the General Corporation Law of the State of
Delaware (the "DGCL").

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. Subject to the
rights of any holders of Preferred Stock, holders of Common Stock are entitled
to receive ratably such dividends as may be declared by the Board of Directors
out of funds legally available. See "Dividend Policy." In the event of a
liquidation, dissolution or winding up of the Company, holders of the Common
Stock are entitled to share ratably in the distribution of all assets remaining
after payment of liabilities, subject to the rights of any holders of Preferred
Stock. The holders of Common Stock have no preemptive rights to subscribe for
additional shares of the Company and no right to convert their Common Stock into
any other securities. In addition, there are no redemption or sinking fund
provisions applicable to the Common Stock. All the outstanding shares of Common
Stock are, and the Common Stock offered hereby will be, fully paid and
nonassessable.

PREFERRED STOCK

The Board of Directors is authorized, without further action by the
stockholders, to issue any or all shares of authorized Preferred Stock as a
class without series or in one or more series and to fix the rights,
preferences, privileges and restrictions thereof, including dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences
and the number of shares constituting any series. The issuance of Preferred
Stock could adversely affect the voting power of holders of Common Stock and
could have the effect of delaying, deferring or impeding a change in control of
the Company. As of the date of this Prospectus, the Company has not authorized
the issuance of any Preferred Stock and there are no plans, agreements or
understandings for the issuance of any shares of Preferred Stock.

CERTAIN PROVISIONS OF THE COMPANY'S CERTIFICATE OF INCORPORATION AND BY-LAWS

Certain provisions of the Certificate of Incorporation and By-Laws of the
Company summarized below may be deemed to have an anti-takeover effect and may
delay, defer or make more difficult a takeover attempt that a stockholder might
consider in its best interest. See "Risk Factors -- Anti-takeover Provisions."
Set forth below is a description of certain provisions of the Company's
Certificate of Incorporation and By-Laws.

The Certificate of Incorporation provides that the Board of Directors of
the Company be divided into three classes of directors serving staggered
three-year terms. The classes of directors will be as nearly equal in number as
possible. Accordingly, approximately one-third of the company's Board of
Directors will be elected each year. See "Management -- Directors, Executive
Officers and Other Key Employees." The Certificate of Incorporation provides
that the number of directors will be determined by the Board of Directors.

The Company's Certificate of Incorporation provides that no director of the
Company shall be liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of laws, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases pursuant to Section 174 of
the DGCL or (iv) for any transaction from which the director derived an improper
personal benefit. The effect of these provisions is to eliminate the rights of
the Company and its stockholders (through stockholders' derivative suits on
behalf of the Company) to recover monetary damages against a director for breach
of fiduciary duty as a director (including

47
<PAGE> 46

breaches resulting from grossly negligent behavior), except in the situations
described above. These provisions will not limit the liability of directors
under federal securities laws.

SECTION 203 OF DELAWARE GENERAL CORPORATION LAW

Section 203 of the DGCL prohibits certain transactions between a Delaware
corporation and an "interested stockholder," which is defined as a person who,
together with any affiliates or associates of such person, beneficially owns,
directly or indirectly, 15% or more of the outstanding voting shares of a
Delaware corporation. This provision prohibits certain business combinations
(defined broadly to include mergers, consolidations, sales or other dispositions
of assets having an aggregate value in excess of 10% of the consolidated assets
of the corporation, and certain transactions that would increase the interested
stockholder's proportionate share ownership in the corporation) between an
interested stockholder and a corporation for a period of three years after the
date the interested stockholder becomes an interested stockholder, unless (i)
the business combination is approved by the corporation's board of directors
prior to the date the interested stockholder becomes an interested stockholder,
(ii) the interested stockholder acquired at least 85% of the voting stock of the
corporation (other than stock held by directors who are also officers or by
certain employee stock plans) in the transaction in which it becomes an
interested stockholder or (iii) the business combination is approved by a
majority of the board of directors and by the affirmative vote of 66 2/3% of the
outstanding voting stock that is not owned by the interested stockholder.

REGISTRATION RIGHTS

Pursuant to an agreement (the "Registration Rights Agreement") dated March
13, 1996, among Euronet Holding N.V. (the predecessor to the Company) and the
following shareholders: Advent Private Equity Fund CELP, Poland Investment Fund,
the Hungarian Private Equity Fund L.P., Poland Partners L.P., Michael J. Brown,
Larry Maddox, Mark Callegari, Lawrence Schwartz, DST Systems, Inc., Euroventures
and HAEF (each a "Holder" and collectively the "Holders"), the Holders and all
other shareholders were granted certain rights with respect to the registration
of their shares of Common Stock under the Securities Act.

Under the terms of such agreement, which apply by succession to the
Company, Holders of no less than 12% of the shares of Common Stock of the
Company can demand that the Company effect up to four registrations of the
Common Stock under the Securities Act with respect to all or any portion of
their shares provided that each demand relates to a registration of at least $4
million worth of Common Stock. The Company can delay such a demand for a period
not in excess of 120 days, and not more than once in any 12 month period, if at
the time of such demand the Company is in the process of preparing a
registration statement for a public offering (other than a registration
statement solely to implement an employee benefit plan or a transaction to which
Rule 145 of the Securities Act is applicable) which is filed and becomes
effective within 90 days after such demand.

In addition, if the Company at any time initiates a registration under the
Securities Act (other than a registration effected solely to implement an
employee benefit plan or a transaction to which Rule 145 of the Securities Act
is applicable), all shareholders are entitled to notice of such registrations
and to include their shares of Common Stock in such registration subject to
certain limitations.

After the Company has qualified for use of Form S-3, all shareholders will
have the right to request an unlimited number of registrations on Form S-3 (but
the Holders as a group may not make more than two such requests in any given 12
month period and not more than four in the aggregate), provided that the
aggregate offering price of such shareholder's shares of Common Stock exceeds
$500,000 and the Company has initiated a proposed registration. The Company can
delay such a request for a period not in excess of 120 days if at the time of
such request the Company is in the process of preparing a registration statement
for a public offering (other than a registration statement solely to implement
an employee benefit plan or a transaction to which Rule 145 of the Securities
Act is applicable) which is filed and becomes effective within 90 days after
such request.

In all cases the registration rights are subject to certain conditions and
limitations, including the right of the underwriters of an offering to limit the
number of shareholders shares to be included in such registration. The Company
is required to bear the expenses of all such registrations, except for
underwriters' fees, discounts and

48
<PAGE> 47

commissions. Registration rights are assignable to any assignee of at least 50%
of shares conveyed who agrees to be bound by the terms and conditions of the
Registration Rights Agreement within ten days of such assignment. The Offering
is being conducted in accordance with the terms of the Registration Rights
Agreement.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is State Street Bank
and Trust Company.

49
<PAGE> 48

CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS

FOR NON-U.S. HOLDERS OF SHARES

The following general discussion is a summary of certain United States
federal income and estate tax considerations applicable to the ownership and
disposition of Shares by "Non-U.S. Holders". In general, a "Non-U.S. Holder" is
a beneficial owner of Shares other than: (i) a citizen or resident of the United
States, (ii) a corporation or partnership created or organized in the United
States or under the laws of the United States or of any state or (iii) an estate
or trust, the income of which is includable in gross income for United States
income tax purposes regardless of its source. The term "Non-U.S. Holder" does
not include certain individuals who formerly were either citizens or long-term
lawful permanent residents of the United States within the ten-year period
immediately preceding the date of this Prospectus and whose loss of United
States citizenship or lawful permanent residency status had as one of its
principal purposes the avoidance of United States taxes.

This discussion is based on current law, which is subject to change and is
for general information purposes only. This discussion does not address aspects
of United States federal taxation other than income and estate taxation and it
is not intended to be a complete description of all United States federal income
and estate tax considerations attendant to the ownership and disposition of
Shares. Furthermore, this summary does not consider any specific facts or
circumstances that may apply to a particular Non-U.S. Holder and it does not
take into account United States state and local or non-U.S. tax consequences.
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS REGARDING THE
UNITED STATES FEDERAL, STATE, LOCAL AND NON-UNITED STATES INCOME AND OTHER TAX
CONSEQUENCES OF HOLDING AND DISPOSING OF SHARES.

NON-U.S. HOLDERS

Dividends

The Company does not anticipate paying cash dividends on the Shares in the
foreseeable future. Although the Company may in the future consider paying cash
dividends on the Shares, the Board of Directors of the Company has made no
decision with respect to the payment of any such dividends, including the timing
and amount of any such dividend. See "Dividend Policy." Distributions to a
Non-U.S. Holder in respect of Shares will be treated as a dividend for United
States federal income tax purposes to the extent of the Company's current or
accumulated earnings and profits, as determined under United States federal
income tax principles. Such distributions ordinarily will be subject to
withholding of United States federal income tax at a 30% rate, unless such rate
is reduced by an applicable income tax treaty. Dividends that are effectively
connected with such Non-U.S. Holders conduct of a trade or business in the
United States or, if a tax treaty applies, attributable to a permanent
establishment in the United States generally will be subject to United States
federal income tax at regular rates on a net income basis (and, in the case of a
Non-U.S. Holder that is a corporation, under certain circumstances may be
subject to an additional "branch profits tax" at a 30% rate, or such lower rate
as may be applicable under an income tax treaty), but generally will not be
subject to withholding tax if the Non-U.S. Holder files certain forms with the
payor.

Distributions by the Company in excess of the Company's current and
accumulated earnings and profits as determined for United States federal income
tax purposes will be treated first as a tax-free return of capital to the U.S.
Holder, reducing the tax basis of the U.S. Holder's Shares by the amount of such
distribution (but not below zero) with distributions in excess of the U.S.
Holder's tax basis taxable (to the same extent described below) as a sale or
exchange of Shares. accumulated earnings and profits, the Non-U.S. Holder would
be entitled to seek a refund of such amounts by filing an appropriate claim for
refund with the IRS.

For purposes of determining whether United States federal tax should be
withheld at the 30% rate or at a lower rate as prescribed by an applicable tax
treaty, the Company ordinarily will presume that dividends paid to an address in
a foreign country are paid to a resident of such country absent knowledge that
such presumption is not warranted. However, under United States Treasury
regulations proposed in 1996 that would apply to payments made after December
31, 1997, a Non-U.S. Holder of Shares would be required to file certain
information with the payor of the dividends to obtain a reduced withholding rate
on dividends under an income tax treaty.

50
<PAGE> 49

Sale or Other Disposition of Shares

In general, a Non-U.S. Holder will not be subject to United States federal
income tax on any gain recognized upon the sale or other disposition of Shares
unless: (i) the gain is effectively connected with a trade or business carried
on by the Non-U.S. Holder within the United States or, alternatively, if certain
tax treaties apply, attributable to a permanent establishment in the United
States maintained by the Non-U.S. Holder (and in either such case, the branch
profits tax also may apply if the Non-U.S. Holder is a corporation), (ii) in the
case of a Non-U.S. Holder who is a nonresident alien individual and who holds
Shares as a capital asset, such individual is present in the United States for
183 days or more in the taxable year of disposition and certain other conditions
are met, (iii) the Non-U.S. Holder is subject to United States federal tax
pursuant to rules applicable to certain United States expatriates or (iv) the
Company is or has been a United States real property holding corporation for
United States federal income tax purposes (which the Company does not believe
that it is or is likely to become) at any time within the shorter of the
five-year period preceding such disposition or such Non-U.S. Holder's holding
period for such Shares. A Non-U.S. Holder that did not directly or indirectly
own more than 5% of the Shares during the shorter of the periods described above
generally would not be subject to United States federal income tax so long as
the Shares were "regularly traded" on an established securities market.

Estate Tax

In general, the estate of an individual who is not a citizen or resident of
the United States (as defined for United States estate tax purposes) will be
subject to liability for United States federal estate tax if the fair market
value of the property included in such estate for United States federal estate
tax purposes exceeds the statutory threshold amount. For these purposes, Shares
owned or treated as owned by such an individual at the time of death will be
included in such individual's taxable estate for United States federal estate
tax purposes, unless an applicable estate tax treaty provides otherwise.

Backup Withholding, Information Reporting and Other Reporting Requirements

Payments of dividends and proceeds from the sale or disposition of Shares
may be subject to information reporting to the IRS and to a 31% United States
federal backup withholding tax. Information reporting and backup withholding
generally will not apply, however, to a Non-U.S. Holder who furnishes a correct
taxpayer identification number and makes any other required certification, or
who is otherwise exempt from backup withholding. In addition to any required
information reporting, the Company will be required to report annually to the
IRS and to each Non-U.S. Holder the amount of dividends paid to, and the amount
of tax withheld with respect to, each Non-U.S. Holder. These reporting
requirements apply even if the United States federal withholding tax was reduced
or eliminated by an applicable tax treaty. This information also may be made
available to the tax authorities in the country in which the Non-U.S. Holder
resides in accordance with the provisions of an applicable income tax treaty.

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from a payment to a Non-U.S. Holder will be refunded or
credited against the Non-U.S. Holder's United States federal income tax
liability, if any, provided that the required information is furnished to the
IRS.

51
<PAGE> 50

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offering, assuming an offering price of $13 per
Share (the midpoint of the range on the cover page of this Prospectus)
14,440,068 Shares will be in issue (assuming no exercise of the Underwriters'
over-allotment option). The Shares offered hereby will be freely tradeable
(other than by an "affiliate" of the Company as defined under the Securities
Act) in the public market without restriction under the Securities Act. The
remaining 9,140,068 outstanding Shares were issued by the Company in reliance on
exemptions from the registration requirements of the Securities Act and are
"restricted securities" within the meaning of Rule 144 under the Securities Act.
These Shares, after giving effect to the Offering (assuming the Underwriters'
over-allotment option is not exercised) and the 180-day lock-up period described
under "Underwriting" will be eligible for resale under Rule 144 in the following
amounts and on the following dates: 434,217 Shares on September 2, 1997;
3,713,710 on March 27, 1998; 77,777 Shares on November 27, 1998; 194,446 Shares
on December 3, 1998; 113,428 Shares on December 9, 1998; 918,750 Shares on
December 12, 1998; 81,018 Shares on December 17, 1998; 656,250 Shares on
December 23, 1998; 1,575,000 Shares on January 31, 1999; 710,507 Shares on
February 7, 1999; and 664,965 Shares on March 6, 1999. Such Shares may be resold
only in compliance with the registration requirements of the Securities Act or
pursuant to an exemption therefrom. In addition, Michael Brown and the other
existing shareholders of the Company were granted rights entitling them, under
specified circumstances, to cause the Company to register for sale all or part
of their shares of Common Stock and to include such shares in any registered
public offerings of shares of Common Stock by the Company. See "Description of
Capital Stock -- Registration Rights" and "Underwriting". In addition, of the
2,808,533 options to purchase Shares outstanding, 1,969,116 are currently
exercisable. Any Shares issued on the exercise of these options would be
available for sale subject to Rule 701 or another exemption from the
registration requirements of the Securities Act (including Regulation S under
the Securities Act) following the expiration of the 180-day lock-up period
described above. Furthermore, the Company intends to register under the
Securities Act, as soon as practicable following the Offering, approximately
3,045,133 Shares reserved for issuance to its employees and directors under its
employee benefits plans. See "Management."

In general, under Rule 144 as currently in effect, if a minimum of two
years has elapsed since the later of the date of acquisition of the securities
from the issuer or from an affiliate of the issuer, a person (or persons whose
Shares are aggregated), including persons who may be deemed "affiliates" of the
Company, as that term is defined in the Securities Act ("Affiliates"), would be
entitled to sell within any three-month period a number of Shares that does not
exceed the greater of (i) 1% of the then outstanding Shares (137,296 Shares
immediately after consummation of the Offering, or 145,246 Shares if the
over-allotment option is exercised in full) and (ii) the average weekly trading
volume during the four calendar weeks preceding the date on which notice of the
sale is filed with the Securities and Exchange Commission (the "Commission").
Sales under Rule 144 are also subject to certain provisions as to the manner of
sale, notice requirements and the availability of current public information
about the Company. In addition, under Rule 144(k), if a period of at least three
years has elapsed since the later of (i) the date restricted securities were
acquired from the Company and (ii) the date they were acquired from an Affiliate
of the Company, a shareholder who is not an Affiliate of the Company at the time
of sale and has not been an Affiliate for at least three months prior to the
sale would be entitled to sell Shares in the public market immediately without
compliance with the foregoing requirements under Rule 144. Rule 144 does not
require the same person to have held the securities for the applicable periods.

The Company and its Directors, Officers and certain other shareholders have
agreed not to offer for sale, sell or otherwise dispose of (or enter into any
transaction which is designed to, or could be expected to, result in the
disposition by any person of), directly or indirectly, any Shares, with certain
limited exceptions, for a period of 180 days after the date of this Prospectus
without the prior written consent of ING Barings on behalf of the Underwriters.

Prior to the Offering, there has been no market for the Shares and no
prediction can be made as to the effect, if any, that sales of the Shares or the
availability of such Shares for sale will have on the market price prevailing
from time to time. Sales of the Shares in the public market or the perception
that such sales may occur may have an adverse impact on such market prices.

52
<PAGE> 51

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement
(the "Underwriting Agreement") between the Company and the U.S. Underwriters
named below (the "U.S. Underwriters") and the International Underwriters named
below (the "International Underwriters" and, together with the U.S.
Underwriters, the "Underwriters") the Company has agreed to sell to each of the
Underwriters, and each of the Underwriters has severally agreed to purchase from
the Company, the number of Shares (collectively, the "Shares") set forth
opposite its name below:

<TABLE>
<CAPTION>
NUMBER
U.S. UNDERWRITER OF SHARES
- -------------------------------------------------------------------------------- ----------
<S> <C>
ING Baring (U.S.) Securities, Inc...............................................
Arnhold and S. Bleichroder, Inc.................................................
Nomura Securities International, Inc............................................

----------
Total......................................................................
=========
</TABLE>

<TABLE>
<CAPTION>
NUMBER
INTERNATIONAL UNDERWRITER OF SHARES
- -------------------------------------------------------------------------------- ----------
<S> <C>
Baring Brothers Limited.........................................................
Credit Suisse First Boston (Europe) Limited.....................................
Nomura International............................................................

----------
Total......................................................................
=========
</TABLE>

Baring Brothers Limited, as agent for ING Bank N.V., London Branch ("Baring
Brothers"), is acting as Global Coordinator (the "Global Coordinator") for the
Offering. ING Baring (U.S.) Securities, Inc., Arnhold and S. Bleichroder, Inc.
and Nomura Securities International, Inc. are acting as representatives of the
U.S. Underwriters and Baring Brothers, Credit Suisse First Boston (Europe)
Limited and Nomura International are acting as representatives of the
International Underwriters.

In the Underwriting Agreement, the several Underwriters have agreed,
subject to the terms and conditions set forth therein, to purchase all of the
Shares if any such Shares are purchased. In the event of a default by any
Underwriter, the Underwriting Agreement provides that in certain circumstances,
purchase commitments of the nondefaulting Underwriters may be increased or the
Underwriting Agreement may be terminated. The Company has been advised by the
Global Coordinator that the several Underwriters propose initially to offer the
Shares to the public at the public offering price set forth on the cover page
hereof, and to certain dealers at such price less a concession not in excess of
$ per Share. The Underwriters may allow and such dealers may reallow a

53
<PAGE> 52

concession not in excess of $ per Share to other dealers. After the
initial public offering, the public offering price and such concessions may be
changed.

A portion of the shares of Common Stock offered hereby are being offered
outside the United States. Offers and sales of shares of Common Stock outside
the United States are being made pursuant to Regulation S and such shares are
not being registered under the Securities Act for the purpose of sales outside
the United States. A registration statement under the Securities Act is in
effect for offers and sales in the United States of shares of Common Stock that
were initially offered or sold outside the United States.

The Company has granted to the Underwriters an option to purchase
collectively up to 795,000 additional Shares exercisable for 30 days after the
date hereof, solely to cover over-allotments, if any, at the public offering
price set forth on the cover page of this prospectus less the underwriting
commissions. To the extent that the Underwriters exercise such option, each such
Underwriter will be obligated, subject to certain conditions, to purchase
approximately the same percentage of such Shares that the number of Shares set
forth next to such Underwriter's name in the preceding table in the Prospectus
relating to the Offering bears to the total number of all such Shares to be
purchased and offered by the Underwriters.

Prior to the Offering, there has been no established market in the United
States or elsewhere for the Shares. The public offering price will be determined
by the Company in consultation with the Underwriters. It is expected that the
price determination will take several factors into account, including an
assessment of the Company's results of operations, the future prospects of the
Company and the prevailing market and economic conditions at the time of the
Offering.

Each International Underwriter has severally agreed that, as part of the
Offering, (a) it is not purchasing any Shares for the account of any United
States Person (as defined below), and (b) it has not offered or sold, and will
not offer or sell, directly or indirectly, any Shares or distribute any
prospectus relating to the Offering to any person within the United States or to
any United States Person. Each U.S. Underwriter has severally agreed that, as
part of the Offering, (a) it is not purchasing any Shares for the account of
anyone other than a United States Person and (b) it has not offered or sold, and
will not offer or sell, directly or indirectly, any Shares or distribute this
Prospectus to any person outside the United States or to anyone other than a
United States Person. The foregoing limitations do not apply to stabilization
transactions or to certain other transactions specified in the Agreement Among
Syndicates. As used herein, "United States Person" means any person who is a
national or resident of the United States, a corporation, partnership, or other
entity created or organized in or under the laws of the United States or of any
political subdivision thereof, or any estate or trust the income of which is
subject to United States or federal income taxation, regardless of its source
(other than any non-United States branch of any United States Person) and
includes any United States branch of a person other than a United States person,
"U.S." or "United States" means the United States of America (including the
States thereof and the District of Columbia), its territories, its possessions
and all areas subject to its jurisdiction.

Each International Underwriter has agreed that (a) it has not offered or
sold and will not offer or sell any Shares to persons in the United Kingdom
except to persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of
their businesses or otherwise in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995 (the "Regulations"); (b) it has
complied and will comply with all applicable provisions of the Financial
Services Act 1986 and the Regulations with respect to anything done by it in
relation to the Shares in, from or otherwise involving the United Kingdom; (c)
it has only issued or passed on and will only issue or pass on to any person in
the United Kingdom any document received by it in connection with the issue of
the Shares if that person if that person is of a kind described in Article 11(3)
of the Financial Services Act 1986 (Investment Advertisements) (Exemptions)
Order 1995 or is a person to whom such document may otherwise lawfully be issued
or passed on.

Pursuant to the Agreement Among Syndicates, sales may be made between U.S.
Underwriters and the International Underwriters of such number of Shares as may
be mutually agreed. The Global Coordinator may allocate the Shares for the
Offerings as deemed appropriate by the Global Coordinator. The price of any
Shares so sold shall be the initial public offering price, less an amount not
greater than the concession to securities dealers.

54
<PAGE> 53

Subject to certain exceptions, the Company and shareholders of the Company
holding in the aggregate 8,159,206 Shares and holders of options to purchase
2,041,830 Shares have agreed that they will not directly or indirectly offer or
sell any Shares (or securities convertible into any Shares), other than in the
Offering, for a period of 180 days after the commencement of the Offering
without the prior written consent of the Representative.

The Common Stock has been approved for listing on the Nasdaq National
Market under the symbol "EEFT".

The Underwriters do not intend to confirm sales to any accounts over which
they exercise discretionary authority.

The Underwriting Agreement provides that the Company and the Selling
Shareholders will indemnify the Underwriters against certain civil liabilities,
including liabilities under the Securities Act.

VALIDITY OF SECURITIES

The validity of the Shares offered hereby will be passed upon for the
Company by Arent Fox Kintner Plotkin & Kahn and for the Underwriters by Shearman
& Sterling.

EXPERTS

The Consolidated Financial Statements of the Company for the period from
June 22, 1994 (inception) to December 31, 1994, the years ended December 31,
1995 and 1996 and as of December 31, 1994, 1995 and 1996, included in this
Prospectus have been audited by KPMG Polska Sp. z o.o., independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in accounting and
auditing.

55
<PAGE> 54

ANNEX A

COUNTRY INFORMATION: HUNGARY AND POLAND

The economic political and statistical information provided in this section
is based on secondary sources available to the Company. The information included
in this section does not purport to cover all aspects of the issues and matters
discussed herein and should not be construed as doing so.

THE REPUBLIC OF HUNGARY

The following economic and exchange control information regarding the
Republic of Hungary has been extracted from official publications of the
National Bank of Hungary (the "NBH"), the Hungarian Ministry of Industry and the
Hungarian Central Statistical Office.

GENERAL

The Republic of Hungary, which lies in Central Europe, covers an area of
approximately 93,000 square kilometers. The population of Hungary, as estimated
by the Hungarian Central Statistical Office, was 10.2 million as of January 1,
1996, compared with 10.7 million in 1980. Approximately 62% of the total
population lives in urban areas, and approximately 2.0 million people live in
the capital, Budapest, which is Hungary's political, administrative, cultural
and commercial center.

In April 1996, Hungary joined the OECD. It has been an associate member of
the European Union since December 1991. It is a member, together with Poland,
the Czech Republic and Slovakia, of the Central European Free Trade Association.

GOVERNMENT

During the late 1980s, the political system in Hungary underwent dramatic
changes. In 1989 non-communist political parties were established and initial
steps were taken toward the first free elections in the country since 1947. On
October 23, 1989, the country's name was changed from "The Hungarian People's
Republic" to the "Republic of Hungary" and the constitution was substantially
amended. Under its new constitution, Hungary instituted a multiparty democratic
government. In March and April 1990, the 386 members of Hungary's unicameral
parliament were elected by popular vote for a term of four years. In 1994 the
Hungarian Socialist Party joined with the Free Democrats to defeat the
centre-right coalition government that had initiated reforms in 1989 and to form
a coalition government with a 72% majority in parliament. Gyula Horn was elected
Prime Minister. The next scheduled general election is in 1998. Parliament is
the supreme legislative body of the Hungarian government (the "Government"). The
President of Hungary, the Prime Minister, the members of the Constitutional
Court, the president and vice-presidents of the State Audit Office, the
president of the Supreme Court and the Attorney General are elected by a vote of
Parliament.

ECONOMY

Since 1989, steps have been taken to accelerate the development of a market
economy in Hungary. However, Hungary was not able to insulate itself from the
downturn in economic activity that affected all of Central and Eastern Europe
after the dissolution of the Council for Mutual Economic Assistance ("COMECON"),
an economic and trade organization sponsored by the former Soviet Union that
included many formerly communist countries. GDP declined between 1990 and 1993.
The fall in GDP during this period was mainly attributable to structural reform,
the collapse in trade with the former COMECON countries and their lack of
convertible currencies to pay for Hungarian exports, the embargo on trade with
Yugoslavia and Bosnia and the recession in Eastern Europe. In 1994, however, GDP
increased by 2.9%.

In 1995, key economic indicators reflected mixed economic performance. The
central budget deficit (excluding social security funds) stood at Hungarian
forints ("HUF") 160.6 billion for 1995 and the current account deficit for 1995
was $2.48 billion. The rate of inflation (as measured by increases in consumer
prices)

A-1
<PAGE> 55

increased to 28.2% in 1995 although unemployment fell during that period.
Exports in 1995 were valued at HUF 1,622.0 billion. The trade deficit in 1995
was HUF 314.4 (US$ 2.56) billion and GDP increased by 1.5%.

On March 12, 1995, the Hungarian government announced important economic
and monetary policy reforms. These measures were intended to reduce government
expenditures, narrow the foreign trade deficit, stabilize inflation, lower the
rate of domestic consumption, stimulate domestic savings and promote corporate
business activity.

The measures included a 9% devaluation of the forint and the introduction
of a "crawling peg" devaluation scheme, leading to an aggregate devaluation of
approximately 29% in 1995. A temporary 8% supplementary duty was imposed on
imports, excluding primary energy imports, investment goods and components for
export products. The mandatory conversion of export revenues of businesses into
forints was abolished. The measures also included reductions in certain social
welfare benefits and salary ceilings in public sector jobs.

The transition to a market-oriented economy in Hungary has had a
significant impact on prices, wages and employment. By the end of 1990, the
prices of over 90% of goods and services were free from regulation. Prices rose
rapidly during late 1990 and early 1991 and consumer prices increased by 35% in
1991. The rate of inflation began to moderate during the latter half of 1991 and
continued to subside in 1992 with the increase in consumer prices averaging 23%
for the year. The rate of inflation, as measured by increases in consumer
prices, remained fairly constant in 1993 at 22.5% and then declined to 18.8% in
1994. During 1995, the annual rate of inflation increased with consumer prices
increasing by 28.2%. In 1995, price increases included a 50% rise in energy
prices and a 31.1% rise in food prices.

From 1990 to 1993, nominal wages increased, although at a slower rate than
the increase in consumer prices over the same period. As a result, real wages in
each year declined. In 1994, however, the increase in nominal wages exceeded the
increase in consumer prices, causing real wages to grow. The monthly average
nominal wage (before taxes) in Hungary in 1995 was HUF 38,900, 16.9% higher than
in 1994.

The unemployment rate in Hungary at December 31, 1992, was 13.2% with over
663,000 registered as unemployed. The number of registered unemployed at
December 31, 1993 was 632,000, which represented an unemployment rate of 12.6%.
Since 1993, unemployment has continued to decline. At December 31, 1994 the
number of registered unemployed was 520,000, which represented an unemployment
rate of 10.9%. At the end of 1995, the number of registered unemployed was
496,000 which represented an unemployment rate of 10.4%.

EXCHANGE CONTROL

Legislation was enacted in late 1995 by the Hungarian parliament to further
liberalize foreign exchange for commercial transactions (Foreign Exchange Act,
Law XCV 1995). This came into effect on January 1, 1996 and meets the
requirements of both the International Monetary Fund (Section VIII) and the
Organization for Economic Cooperation and Development on convertibility of
current items.

Pursuant to the Foreign Exchange Act, the forint is freely convertible
except for capital movements and related transactions, which are controlled by
the Hungarian Government through the NBH.

Certain currency-related bank activities, other than those which involve
foreign trade transactions, require the permission of the NBH. These include,
without limitation:

- transfer of credit abroad;

- monetary exchange, whether into convertible currency or into HUF where
payment is by convertible currency, or any other possession of
convertible currency;

- purchase, gift or other contracts related to domestic properties between
Hungarian and foreign parties or by Hungarian parties for the benefit of
foreign parties; and

- the write-off of debt in convertible-currency.

However, an important area exempt by statute from the general requirement
of exchange control licensing is investment, including investment by an
investment company in shares in Hungary by foreign parties.

A-2
<PAGE> 56

Currently, companies not established in duty-free zones may only maintain
local currency books. However, a Hungarian company, which is either partly or
wholly foreign-owned, may keep the cash portion of the foreign partners' capital
contribution in a separate convertible-currency bank account. The
convertible-currency account may also be used pay expenses abroad.

Pursuant to this legislation, a Hungarian business may purchase convertible
foreign currency to effect payments in connection with its business activities.
Prior consent need not be obtained and there is no limit to the amount of
foreign currency which may be purchased or received by that business in
connection with those business activities. Any convertible foreign currency must
either be remitted to a beneficiary abroad or back to Hungary to be deposited in
a convertible foreign currency account with an authorized Hungarian financial
institution. This account may be used both for payments out in the relevant
foreign currency or for conversion into forints.

Since April 1995, Hungarian companies have been able to deposit income from
foreign trace contracts and foreign exchange loans in their hard currency
account and to make payments from these accounts (similarly in hard currency) in
respect of foreign trade contracts, interest or principal on foreign exchange
loans or, with permission from the NBH, for other purposes. Hungarian companies
may not conduct trade amongst themselves in a foreign currency. Money in a
convertible currency may be converted into forints or other convertible
currencies.

POLAND

GENERAL

Poland is the largest economy in Central Europe. The country has a
population of 38.5 million people. Poland occupies 313,000 square kilometers and
is strategically located just south of the Baltic Sea with Germany to the West,
the Czech and Slovak Republics to the South and Ukraine, Belarus, Russia and
Lithuania to the East. The country is divided into 99 counties and Warsaw, the
capital, is the country's commercial and political center.

In November 1996, Poland joined the OECD. It is an associate member of the
European Union and hopes to be a full member by the year 2000. It is a member,
together with Hungary, the Czech Republic and Slovakia, of the Central European
Free Trade Area.

GOVERNMENT

In 1952 Poland adopted a constitution that institutionalized a system of de
facto one-party rule by the Polish United Workers' Party (the "Polish Communist
Party"). Government policy during this period was guided by a program of
nationalization of industry, expropriation of large land holdings, central
planning of the economy and the suppression of political dissent. Frequent
political and economic crises occurred in the 1960s and 1970s.

Solidarity, the first independent trade union in the Soviet bloc, was
formed in 1980 and soon consolidated a growing popular discontent with the
communist government. In April 1989, the communist government and the democratic
opposition led by Solidarity agreed to a power-sharing arrangement and in June
1989 competitive elections to a bicameral Parliament were held. The overwhelming
victory of Solidarity candidates in these elections for available seats in the
Parliament signaled the end of the political monopoly of the Polish Communist
Party. In May 1990, local elections were held in which Solidarity achieved a
similar victory. In November 1990, Lech Walesa, who had played an historic role
in the information and leadership of Solidarity, was elected President. In the
first completely free parliamentary elections in 1991, 23 parties were elected
to parliament with the largest party not having more than 14% of the seats.
There were five governments between 1989 and 1993 and, following a change in the
electoral procedure prior to the second general election in 1993, the national
reform parties centered around the Union Democrats, a Solidarity-splinter group,
were defeated. The three governments since then, including the current one under
Prime Minister Cimoszewicz, have been based on the ex-communist Social Democrats
(SLD) and the Polish Peasant Party (PSL).

After Walesa's defeat in the presidential elections in November 1995,
Aleksander Kwasniewski from the SLD became the new President. The next
parliamentary election is scheduled to be held late in 1997.

A-3
<PAGE> 57

The present constitutional framework (the "Constitution") establishes
Poland as a democratic republic with a bicameral Parliament, a President as
head-of-state, a Council of Ministers and an independent judicial system. Under
the Constitution, a bicameral Parliament comprised of upper chamber (the
"Senate") and a lower chamber (the "Sejm") is elected by general election for a
four-year term. All legislation must be approved by the Sejm and the Senate and
signed by the President. Rejection of a bill by the Senate or by the President,
however, can be overruled by a two-thirds majority in the Sejm. The President
(with the approval of the Senate) or the Sejm may call a referendum on matters
of extreme importance to the country. Judicial authority is vested in the
Supreme Court, appellate, regional and lower courts. A separate Constitutional
Tribunal has jurisdiction over all matters relating to the interpretation of the
provisions of the Constitution.

Since 1992, a special commission of the Parliament has been empowered by
law to draft a new constitution. This commission is currently considering a
number of proposals that vary widely in their approach to the separation of
governmental powers and social and economic rights. No date has been set for
adoption of a new constitution.

ECONOMY

Since the fall of the Communist government in 1989, Poland has embarked on
a program of economic reform based on the transition to a market economy and
private ownership. Existing privileges and subsidies were taken away from state
owned enterprises, creating competitive opportunities for other economic
entities. The tax system was reformed to provide equal tax treatment of all
economic entities.

Poland's transition to an open market, with reduced subsidies, devaluation
of the Polish zloty ("PLN") to encourage exports and moderation of trade
barriers, initially resulted in very high rates of inflation, which have since
moderated somewhat. In a period of just over two years, the annual inflation
rate, which exceeded 300% in 1989 and approached 600% in 1990, was reduced to
approximately 70% in 1991, primarily through the introduction of a tight
monetary policy with the cooperation of the International Monetary Fund.
According to the Polish Central Office for Statistics, the rate of annual
inflation for 1996 was 18.5%. In addition, Poland continues to have significant
foreign debt. Efforts to curb inflation have had a recessionary effect during
the early 1990s, which was compounded by the introduction of a large quantity of
imported products with which domestic industry had difficulty competing.
However, GDP growth for 1994 was 5.2% and was 7% for 1995. Unemployment stood at
13.6% in December 1996.

FOREIGN EXCHANGE

Poland was the first country in Central Europe to introduce the internal
convertibility of its currency. Under an amendment to the Foreign Exchange Law
introduced in December 1995, businesses are entitled to hold cash in both a PLN
account and a foreign currency in a Polish bank. Transactions with foreign
entities must be made in a foreign convertible currency. The average rate of
exchange is set by the National Bank of Poland ("NBP") on the basis of a basket
of hard currencies. Commercial banks set their own rates of exchange.

Residents of Poland are free to keep, buy and sell foreign currency. There
are many private exchange counters all over the country. The rate of exchange
offered by private exchange counters varies but remains close to the NBP rate.

Businesses are obliged to obtain a foreign exchange permit from the NBP in
order to open an account abroad unless amounts deposited in such accounts are to
be used for the payment of services rendered pursuant to contracts concluded
with foreign entities. Hard currency loans for the purchase of goods or services
abroad from foreign banks do not require foreign exchange permits from the NBP
any longer, unless the term of such loan is longer than one year or its
conditions are less favorable than those commonly applied in international
financial markets. Also, hard currency credits from the World Bank, the European
Bank for Reconstruction and Development, and the European Investment Bank
secured by Polish government guarantees and destined for financial or domestic
investments are permitted.

From February 1, 1996 companies with foreign participation are free to
contract hard currency loans from their shareholders. The above activities,
however, should be reported to the NBP.

A-4
<PAGE> 58

EURONET HOLDING N.V. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Independent Auditors' Report........................................................... F-2
Consolidated Balance Sheets as of December 31, 1996, 1995 and 1994..................... F-3
Consolidated Statements of Operations for the years ended December 31, 1996 and 1995
and for the period from June 22, 1994 (inception) through December 31, 1994.......... F-4
Consolidated Statements of Changes in Shareholders' Equity for the years ended December
31, 1996 and 1995 and for the period from June 22, 1994 (inception) through December
31, 1994............................................................................. F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1996 and 1995
and for the period from June 22, 1994 (inception) through December 31, 1994.......... F-6
Notes to Consolidated Financial Statements............................................. F-7
</TABLE>

F-1
<PAGE> 59

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
EURONET HOLDING N.V. AND SUBSIDIARIES:

We have audited the accompanying consolidated balance sheets of Euronet
Holding N.V. and Subsidiaries as of December 31, 1996, 1995 and 1994, and the
related consolidated statements of operations, changes in shareholders' equity,
and cash flows for the years ended December 31, 1996 and 1995 and for the period
from June 22, 1994 (inception) through December 31, 1994. These consolidated
financial statements are the responsibility of Euronet Holding N.V.'s
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Euronet
Holding N.V. and Subsidiaries at December 31, 1996, 1995 and 1994, and the
results of their operations and their cash flows for the years ended December
31, 1996 and 1995 and for the period from June 22, 1994 (inception) through
December 31, 1994 in conformity with generally accepted accounting principles in
the United States of America.

KPMG Polska Sp. z o.o.

Warsaw, Poland
February 3, 1997

F-2
<PAGE> 60

EURONET HOLDING N.V. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1996 1995 1994
------- ------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents...................................... $ 2,541 $ 411 $ 2,036
Restricted cash (note 5)....................................... 818 952 --
Trade accounts receivable, net of allowance for doubtful
accounts of $nil in 1996, 1995 and 1994..................... 172 33 --
Investment securities (market value of $164,900) (note 7)...... 194 -- --
Prepaid expenses and other current assets...................... 433 433 140
------- ------- -------
Total current assets...................................... 4,158 1,829 2,176
Property, plant, and equipment, at cost (note 6):
Equipment -- Automatic teller machines......................... 6,773 2,385 262
Office equipment............................................... 471 168 91
Computers...................................................... 266 -- --
Software....................................................... 396 103 3
------- ------- -------
7,906 2,656 356
Less accumulated depreciation and amortization................. (622) (138) (5)
------- ------- -------
Net property, plant, and equipment........................ 7,284 2,518 351
Loan receivable, excluding current portion (note 13)............. 21 24 --
Deferred income taxes (note 9)................................... 471 148 --
------- ------- -------
Total assets.............................................. $11,934 $ 4,519 $ 2,527
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable......................................... $ 1,670 $ 364 $ 76
Short term borrowings (note 7)................................. 194 -- --
Current installments of obligations under capital leases (note
8).......................................................... 637 264 --
Note payable -- shareholder (note 13).......................... 262 161 --
Accrued expenses............................................... 98 514 29
------- ------- -------
Total current liabilities................................. 2,861 1,303 105
Obligations under capital leases, excluding current installments
(note 8)....................................................... 3,834 1,119 --
Other long-term liabilities...................................... 103 -- --
------- ------- -------
Total liabilities......................................... 6,798 2,422 105
------- ------- -------
Shareholders' equity:
Series A convertible preferred shares, $0.02 par value.
Authorized 7,700,000 shares; issued and outstanding
4,419,800 shares
(notes 1 and 3)............................................. 88 -- --
Series B convertible preferred shares, $0.02 par value.
Authorized 7,700,000 shares; issued and outstanding
4,666,669 shares
(notes 1 and 3)............................................. 93 -- --
Common shares of Euronet Holding N.V., $0.02 par value.
Authorized 2,100,000 shares; issued and outstanding 499,100
shares (notes 1 and 3)...................................... 10 -- --
Common shares of operating companies (notes 1 and 3)........... -- 3,716 2,650
Additional paid in capital..................................... 11,666 550 --
Subscription receivable........................................ (500) -- --
Accumulated losses............................................. (7,005) (2,819) (457)
Restricted reserve (note 4).................................... 784 650 229
------- ------- -------
Total shareholders' equity................................ 5,136 2,097 2,422
------- ------- -------
Total liabilities and shareholders' equity................ $11,934 $ 4,519 $ 2,527
======= ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE> 61

EURONET HOLDING N.V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM JUNE 22,
1994
(INCEPTION)
YEAR ENDED YEAR ENDED THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1994
------------ ------------ --------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE
DATA)
<S> <C> <C> <C>
Revenues:
Transaction fees..................................... $ 1,198 $ 62 $ --
Other................................................ 63 -- --
---------- ------ ------
Total revenues.................................. 1,261 62 --
Operating expenses:
ATM operating costs.................................. 1,176 510 --
Professional fees.................................... 1,125 394 64
Salaries............................................. 989 452 49
Share compensation expense (note 10)................. 4,172 -- --
Foreign exchange loss................................ 79 158 2
Other................................................ 1,466 656 125
---------- ------ ------
Total operating expenses........................ 9,007 2,170 240
---------- ------ ------
Operating loss.................................. (7,746) (2,108) (240)
Other income/expense:
Interest income...................................... 225 126 12
Interest expense..................................... (378) (107) --
---------- ------ ------
(153) 19 12
---------- ------ ------
Loss before income taxes........................ (7,899) (2,089) (228)
Deferred tax benefit (note 9)........................ 323 148 --
---------- ------ ------
Net loss........................................ $ (7,576) $ (1,941) $ (228)
========== ====== ======
Pro-forma loss per share (note 2(k))................... $ (0.55)
==========
Pro-forma number of shares (note 2(k))................. 13,823,775
==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE> 62

EURONET HOLDING N.V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
PREFERRED PREFERRED ADDITIONAL
COMMON SHARES SHARES PAID IN SUBSCRIPTION ACCUMULATED RESTRICTED
SHARES SERIES A SERIES B CAPITAL RECEIVABLE LOSSES RESERVE TOTAL
------ --------- --------- ---------- ------------ ----------- ---------- ------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Capital contributions
(note 1)............ 2,650 -- -- -- -- -- -- 2,650
Current period loss... -- -- -- -- -- (228) -- (228)
Transfer to restricted
reserve............. -- -- -- -- -- (229) 229 --
----- ----- ----- ----- ------ ----- ------ ------
Balance December 31,
1994................ 2,650 -- -- -- -- (457) 229 2,422
Capital contributions
(note 1)............ 1,066 -- -- 550 -- -- -- 1,616
Current year loss..... -- -- -- -- -- (1,941) -- (1,941)
Transfer to restricted
reserve............. -- -- -- -- -- (421) 421 --
----- ----- ----- ----- ------ ----- ------ ------
Balance December 31,
1995................ 3,716 -- -- 550 -- (2,819) 650 2,097
Net loss up to March
27, 1996............ -- -- -- -- -- (657) -- (657)
Transfer to restricted
reserve............. -- -- -- -- -- (48) 48 --
Formation of holding
company (note 1).... (3,709) 63 -- 122 -- 3,524 -- --
Capital contributions
(note 1)............ -- -- 67 6,933 (500) -- -- 6,500
Reimbursement of
capital (note 13)... -- -- -- (57) -- -- -- (57)
Changes in par value
of shares........... 3 25 26 (54) -- -- -- --
Share compensation
expense (note 10)... -- -- -- 4,172 -- -- -- 4,172
Net loss from March
28, 1996 through
December 31, 1996... -- -- -- -- -- (6,919) -- (6,919)
Transfer to restricted
reserve............. -- -- -- -- -- (86) 86 --
----- ----- ----- ----- ------ ----- ------ ------
Balance December 31,
1996................ 10 88 93 11,666 (500) (7,005) 784 5,136
===== ===== ===== ===== ====== ===== ====== ======
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE> 63

EURONET HOLDING N.V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM JUNE 22, 1994
YEAR ENDED YEAR ENDED (INCEPTION) THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1994
------------ ------------ -------------------
(IN THOUSANDS)
<S> <C> <C> <C>
Net loss........................................... $ (7,576) $ (1,941) $ (228)
Adjustments to reconcile net loss to net cash used
in operating activities:
Share compensation expense....................... 4,172 -- --
Depreciation of property, plant and equipment.... 484 133 5
Deferred income taxes............................ (323) (148) --
Decrease/(increase) in restricted cash........... 134 (952) --
Increase in trade accounts receivable............ (139) (33) --
Increase in trade accounts payable............... 1,306 288 76
Increase in prepaid expenses and other current
assets........................................ -- (293) (140)
(Decrease)/increase in accrued expenses and other
long-term liabilities......................... (313) 485 29
------- ------- -------
Net cash used in operating activities....... (2,255) (2,461) (258)
Cash flows from investing activities:
Fixed asset purchases............................ (1,061) (394) (356)
Purchase of investment securities................ (194) -- --
Net decrease/(increase) in loan receivable....... 3 (24) --
------- ------- -------
Net cash used in investing activities....... (1,252) (418) (356)
Cash flows from financing activities:
Capital contributions............................ 6,500 1,616 2,650
Reimbursement of capital......................... (57) -- --
Repayment of obligations under capital leases.... (1,101) (523) --
Proceeds from bank borrowings.................... 194 -- --
Proceeds from loan from shareholder.............. 101 161 --
------- ------- -------
Net cash provided by financing activities... 5,637 1,254 2,650
------- ------- -------
Net increase/(decrease) in cash and cash
equivalents...................................... 2,130 (1,625) 2,036
Cash and cash equivalents at beginning of period... 411 2,036 --
======= ======= =======
Cash and cash equivalents at end of period......... $ 2,541 $ 411 $ 2,036
======= ======= =======
Supplemental disclosures of cash flow information:
Interest paid during year........................ $ 325 $ 107 $ --
======= ======= =======
</TABLE>

Supplemental schedule of noncash investing and financing activities (in
thousands):

Capital lease obligations of $4,189 and $1,906 during the years ended
December 31, 1996 and 1995, respectively, were incurred when Euronet Holding
N.V. entered into leases for new automatic teller machines.

See accompanying notes to consolidated financial statements.

F-6
<PAGE> 64

EURONET HOLDING N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) ORGANIZATION AND FORMATION OF HOLDING COMPANY

Euronet Holding N.V. is a limited liability company registered in the
Netherlands Antilles on March 11, 1996. Euronet Holding N.V. and its
subsidiaries (Euronet N.V.) is an independent shared automatic teller machine
(ATM) network and service provider to banks and financial institutions. Euronet
N.V. had been in the development stage until June 1995 when it began operations.
Euronet N.V. serves a number of banks in Poland and Hungary by providing ATMs
that accept cards with international logos such as VISA, American Express and
Mastercard and proprietary bank cards issued by member banks. The subsidiaries
of Euronet Holding N.V. are: Euronet-Bank 24 Rt, (Bank 24), SatComNet Kft,
(SatComNet), both incorporated in Hungary and Bankomat 24/Euronet Sp. z o.o.
(Bankomat), incorporated in Poland.

Bank 24 was established on June 22, 1994 by Michael Brown (Chairman,
President and Chief Executive Officer of Euronet N.V.) and Daniel Henry with an
initial capital contribution of $10,000. Pursuant to a joint venture agreement
dated July 19, 1994, certain new shareholders and Michael Brown contributed
$2,640,000 in cash as additional capital to Bank 24 and Daniel Henry transferred
his interest to Michael Brown for a purchase price equal to his original
contribution. The additional capital raised by Bank 24 did not result in a new
controlling group, accordingly the accounting bases of the assets and
liabilities of Bank 24 remained unchanged. On February 20, 1995, the joint
venture agreement was amended under which a new investor and a shareholder of
Bank 24 acquired SatComNet for a purchase price of $491,000 in cash. SatComNet
was a shell entity with no substantive operations before such date. SatComNet is
engaged in telecommunication services by facilitating satellite link up to Bank
24. The acquisition was accounted for under the purchase method of accounting;
accordingly, the results of operations of SatComNet are included in the
consolidated statements of operations since the date of acquisition. The
purchase price approximated the fair value of the net assets acquired, which
mainly consisted of cash and equipment. Pursuant to the amended joint venture
agreement, the shareholders of SatComNet and a new shareholder agreed to
contribute $956,000 in cash as additional capital to Bank 24 and also agreed to
exchange their interest held in such companies in exchange for identical
ownership of Bank 24 and SatComNet. The capital raised by Bank 24 and the
exchange of shares did not result in a new controlling group; accordingly, the
accounting bases of the assets and liabilities of Bank 24 and SatComNet remained
unchanged. Michael Brown established Bankomat on August 8, 1995 with $2,000 in
capital. A further capital increase of $61,000 was made by Michael Brown on
December 7, 1995.

On February 15, 1996 the shareholders of Bank 24 and SatComNet terminated
their amended joint venture agreement and entered into a shareholders' agreement
reorganizing the ownership of Bank 24, SatComNet and Bankomat. Under the
shareholders' agreement, the investors contributed, on March 27, 1996, all of
their shares and interest in Bank 24, SatComNet and Bankomat in exchange for
499,100 common shares and 4,419,800 Series A convertible preferred shares of
Euronet N.V. The transaction has been accounted for as a combination of entities
under common control at historical cost in a manner similar to pooling of
interest accounting. Under this method, Euronet N.V. recorded the assets and
liabilities received at their historical cost, common shares ($7,000) and Series
A convertible preferred shares ($63,000) were established for the par value of
the shares issued, accumulated losses were eliminated ($3,524,000) and the
resulting difference was recorded as additional paid in capital ($122,000). In
addition, new shareholders contributed $5,500,000 in cash and a subscription
receivable of $500,000 to the capital of Euronet N.V. in exchange for 4,200,000
Series B convertible preferred shares.

F-7
<PAGE> 65

EURONET HOLDING N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table illustrates the issuance of equity securities by date,
including the number of shares issued for cash or other consideration, the
nature of the non-cash consideration received and the values assigned to each
issuance.

<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE
------------------------------------------------ ----------
DATE TYPE OF SHARES BANK 24(1) SATCOMNET BANKOMAT EURONET N.V.
- -------------------------- ------------------- ---------- --------- -------- ------------ (IN
THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
June 22, 1994............. Common 1,044 -- -- -- $ 10
July 19, 1994............. Common 275,522 -- -- -- $2,640
------
$2,650
February 20, 1995......... Common 53,434 1(2) -- -- $1,447
August 8, 1995............ Common -- -- 3,140 -- $ 2
December 7, 1995.......... (3) -- -- -- -- $ 167
------
$1,616
March 27, 1996............ Common -- -- -- 499,100 --(4)
March 27, 1996............ series A preferred -- -- -- 4,419,800 --(4)
March 27, 1996............ series B preferred -- -- -- 4,200,000 $5,500(5)
November 26, 1996......... series B preferred -- -- -- 466,669 $1,000
------
$6,500
</TABLE>

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

(1) On March 28, 1995, Bank 24 changed its legal structure from a company
limited by quotas ("Kft") to a company limited by shares ("Rt"). Upon the
transformation, the quotas were exchanged for 330,000 shares of common
shares.

(2) SatComNet's legal structure is a company limited by quotas.

(3) No shares were issued at this date. Amount contributed was recorded as an
increase to additional paid in capital. The consideration includes $61,000
of non-cash contribution (2 ATMs) which was valued at the transferors'
historical cost basis.

(4) On March 27, 1996, the common shares and series A preferred shares were
issued in exchange for the shares of Bank 24, SatComNet and Bankomat. Such
shares were recorded on an historical cost basis.

(5) The value excludes $500,000 of subscription receivable.

Euronet Services Inc. was established as a Delaware corporation on December
13, 1996 which will succeed Euronet N.V. as the holding company. Euronet
Services Inc. was capitalized with $100 and has had no operations since
incorporation. It is intended that (i) the holders of all of the preferred
shares of Euronet N.V. will convert all of such preferred shares into common
shares of Euronet N.V., (ii) the par value of common shares will be increased
from $0.10 to $0.14 and (iii) Euronet N.V. will effect a seven-for-one stock
split of all outstanding common shares of Euronet N.V., reducing the par value
of common shares to $0.02.

Euronet Services Inc. and the shareholders and optionholders of Euronet
N.V. entered into an Exchange Agreement, pursuant to which (i) 10,296,076 shares
of common stock will be issued to the shareholders of Euronet N.V. in exchange
for all the common shares of Euronet N.V. (ii) options to acquire 3,113,355
shares of common stock will be granted to the holders of options to acquire
3,113,355 common shares of Euronet N.V. in exchange for all of such options and
(iii) awards with respect to 800,520 shares of common stock of Euronet Services
Inc. will be issued to the holders of awards with respect to 800,520 preferred
shares of Euronet N.V. in exchange for all such awards (the "Reorganization").
Euronet N.V. will be dissolved following the Reorganization. The Reorganization
is subject to and will be effective upon the execution of an underwriting
agreement in connection with an initial public offering of the common stock of
Euronet Services Inc.

F-8
<PAGE> 66

EURONET HOLDING N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

(a) Basis of presentation

The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America.

The financial statements for 1994, 1995 and for the period from January 1,
1996 through March 27, 1996 have been presented as if the operating entities had
been combined from their respective dates of incorporation/acquisition.
Subsequent to March 27, 1996, the consolidated financial statements include the
accounts of Euronet N.V. and its subsidiaries.

All significant intercompany balances and transactions have been
eliminated.

(b) Transfer of non monetary assets

The transfer of the share holdings held by the shareholders in Bank 24,
SatComNet and Bankomat in exchange for shares in Euronet Holding N.V. have been
recorded at the underlying net equity of the operating entities which is the
historical cost. The transfer of assets by shareholders have been recorded at
the transferors' historical cost basis.

The functional currency of Euronet N.V. is the U.S. dollar, the currency of
the primary economic environments in which it operates. The determination of
Euronet N.V.'s functional currency has been made after the management's
evaluation of various business and economic factors affecting Euronet N.V.,
including the generation of cash flows and the sources of financing. The
subsidiaries of Euronet N.V. operate in countries with highly inflationary
economies. The accounting records of these subsidiaries are maintained in the
local currency and remeasured to U.S. dollars.

Historical exchange rates are used to remeasure nonmonetary items while
current exchange rates are used to remeasure monetary items. Exchange gains and
losses that arise from the remeasurement process are reported in determining net
loss.

(d) Property, plant and equipment

Property, plant, and equipment are stated at cost. Equipment under capital
leases are stated at the lesser of fair value of the leased equipment and the
present value of future minimum lease payments.

Depreciation is calculated on the straight-line method over the estimated
useful lives of the assets. Equipment held under capital leases and leasehold
improvements are amortized straight line over their estimated useful lives.

Depreciation rates are as follows:

<TABLE>
<S> <C>
Automatic teller machines.................................. 7 years
Computers.................................................. 3 years
Software................................................... 3 years
Vehicles & Equipment....................................... 5 years
</TABLE>

(e) Impairment of long-lived assets

Euronet N.V. has adopted the provisions of SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of" as
of and for the year ended December 31, 1996. Euronet N.V.

F-9
<PAGE> 67

EURONET HOLDING N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

assesses the recoverability of long-lived assets (mainly property, plant and
equipment) by determining whether the carrying value of the fixed assets can be
recovered over the remaining lives through projected undiscounted future
operating cash flows. If an impairment in value is estimated to have occurred,
the assets carrying value is reduced to its estimated fair value. The assessment
of the recoverability of long-lived assets will be impacted if estimated future
operating cash flows are not achieved. At December 31, 1996, there was no
significant impact on the financial statements from adoption of SFAS No. 121.

(f) Income taxes

Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the expected future tax
consequences attributable to differences between the financial statement
carrying amounts of assets and liabilities and their respective tax bases and
operating loss carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in the income in the period that includes the enactment date.

Valuation allowances for deferred tax assets have been established on the
basis of Euronet N.V.'s estimate of taxable income for future periods.

(g) Risks and uncertainties

Euronet N.V. operates in one business segment through operations in Hungary
and Poland. Euronet N.V., at this time, is dependent on a limited group of
customers and network services are limited to those areas where ATMs have been
installed.

Management of Euronet N.V. has made a number of estimates and assumptions
related to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.

(h) Revenue recognition

Euronet N.V. recognizes revenue at the point at which the service is
performed.

(i) Cash equivalents

For the purposes of the statement of cash flows, Euronet N.V. considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.

(j) Investment securities

Investment securities at December 31, 1996 consist of Hungarian government
bonds which Euronet N.V. has classified as held-to-maturity (gross unrealised
losses are approximately $29,100). Held-to-maturity securities are those
securities in which Euronet N.V. has the ability and intent to hold the security
to maturity. The held-to-maturity investment securities are recorded at
amortized cost, adjusted for the amortization or accretion of premium and
discounts. A decline in the market value of any held-to-maturity security below
cost that is deemed other than temporary results in a reduction in the carrying
amount to fair value. The impairment is charged to earnings and a new cost basis
for the security is established. Premium and discounts are amortized or accreted
over the life of term of the related held-to-maturity security as an adjustment
to yield using the effective interest method.

F-10
<PAGE> 68

EURONET HOLDING N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(k) Pro-forma loss per share

As the historical capital structure of Euronet N.V. is not indicative of
the continuing capital structure, the historical loss per share has been
replaced by a pro-forma loss per share computation. The pro-forma loss per share
has been calculated by dividing the net loss by the pro-forma number of shares
amounting to 13,823,775. The pro-forma number of shares reflects the sum of (1)
11,401,418 shares of common stock to be issued by the proposed new holding
company, Euronet Services Inc., including, 1,105,342 shares to be issued upon
the exercise of awards and options on the date of the initial public offering
and 710,507 issuable to General Electric Capital Corporation, (2) 1,519,002
shares issuable (using the treasury stock method) under Euronet N.V.'s milestone
stock option program, and (3) 903,355 shares issuable (using the treasury stock
method) under Euronet N.V.'s stock compensation plan.

(l) Stock-based compensation

SFAS No. 123 "Accounting for Stock-Based Compensation", encourages but does
not require companies to record compensation cost for stock-based employee
compensation plans at fair value. Euronet N.V. has chosen to account for
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees" and related Interpretations. Accordingly, compensation cost for
share options is measured as the excess, if any, of the fair market value of
Euronet N.V.'s shares at the date of the grant over the exercise price (refer to
note 10). Such compensation cost is charged to expense on a straight-line basis
over the vesting period of the respective options. If vesting is accelerated as
a result of certain milestones, the unrecognized compensation would be recorded
as expense on the date such milestones have or have been deemed to have been
achieved. Euronet N.V. has adopted the disclosure-only provisions of SFAS No.
123 as of and for the year ended December 31, 1996.

(3) CAPITAL STOCK

Euronet N.V. registered a ten for one stock split on October 11, 1996. The
par value changed from $1.00 to $0.10 for all preferred and common stock
authorized and issued as a result of the stock split. Upon formation of Euronet
Services Inc., Euronet N.V.'s preferred and common stock authorized and issued
will reflect a further stock split of seven for one and the par value will
change from $0.10 to $0.02. All references in the financial statements to the
number of shares and per share amounts have been retroactively restated to
reflect the increased number of preferred and common shares outstanding.

On November 26, 1996, Euronet N.V. called on the first tranche of $1
million dollars of the standby commitment from certain existing investors
(Poland Partners LP, Advent Partners LP, Advent Private Equity Fund-CELP, Poland
Investment Fund LP, Hungarian Private Equity Fund and DST Systems Inc.). The
conversion terms of this tranche were that one share of series B convertible
preferred shares of Euronet N.V. was issued for each $2.14 of standby
contribution (466,669 series B convertible preferred shares were issued in
exchange for $1 million dollars). Refer to note 10.

On February 3, 1997, the Company signed a Subscription Agreement (the
"Subscription Agreement") with General Electric Capital Corporation ("GE
Capital") pursuant to which GE Capital agreed to subscribe for preferred stock
of Euronet N.V. for an aggregate purchase price of $3 million which will entitle
GE Capital to receive 710,507 shares of common stock of Euronet Services Inc. in
connection with the Reorganization, resulting in a per share purchase price of
$4.22. Under a "claw back" option, Euronet Services Inc. has the right to
repurchase up to 292,607 of such shares for nominal consideration in the event
of a public or private offering of Euronet Services Inc.'s common stock where
Euronet Services Inc. is attributed a valuation that is higher than that used
for purposes of the Subscription Agreement. The Subscription Agreement also
includes certain reciprocal rights of the parties to act as preferred providers
of services to each other. In particular, Euronet

F-11
<PAGE> 69

EURONET HOLDING N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Services Inc. will be a preferred provider of outsourced ATM services to certain
banks affiliated with GE Capital. The sale of shares pursuant to the
Subscription Agreement is expected to close in February 1997.

In accordance with the Articles of Association of Euronet N.V., holders of
series B convertible preferred shares are entitled to priority earnings'
distribution, to the extent possible, as determined by a fixed formula. Profits
available for distribution after this deduction are then allocated to both
holders of series A and B convertible preferred shares, to the extent possible,
as determined by a fixed formula. Common share holders are entitled to a fixed
dividend of $0.11 per common share, to the extent possible, after the second
priority earnings' distribution. The remaining profits available for
distribution, to the extent possible, shall be allocated to all shareholders on
a pro rata basis.

In the event of liquidation of Euronet N.V., holders of series B
convertible preferred shares shall be entitled to receive, to the extent
possible, in priority to any distribution to the holders of series A and common
shares, a distribution determined in accordance with a fixed formula. From the
net assets that remain after this payment the holders of series A and B
convertible preferred shares shall be entitled to receive, to the extent
possible, in priority to any distribution to the holders of common shares, a
distribution determined in accordance with a fixed formula. The balance that
remains shall be distributed among the holders of common shares pro rata based
on their respective ownership of common shares.

Holders of convertible preferred shares may have their shares converted
into common shares at the rate of one to one. Holders of series B convertible
preferred shares may have their shares converted into series A convertible
preferred shares at the rate of one to one. Euronet N.V. has the option to
convert all preferred series A and B shares to common shares upon the
undertaking of an initial public offering.

(4) RESTRICTED RESERVE

The restricted reserve arises from the provisions of Hungarian accounting
law in relation to share capital contributed in foreign currency to Bank 24 and
SatComNet. Under these rules, a foreign currency capital contribution is
recorded in the local accounting records of the companies using the rate when
the capital was contributed. The foreign currency gain (or loss) which arises
upon usage of the foreign currency is booked directly to a separate non
distributable reserve.

For the purposes of these consolidated financial statements, the exchange
gains and losses booked to this reserve under Hungarian accounting law, together
with the gain on revaluing the remaining foreign currency received for capital
at each period end in accordance with generally accepted accounting principles,
have been included in the income statement for the year with an equivalent
transfer for the accumulated loss reserve to the restricted reserve.

(5) RESTRICTED CASH

Euronet N.V. has two types of restricted cash balances at December 31, 1996
and 1995.

Bankomat and Bank 24 have deposits as security with respect to cash
supplied by certain banks to the ATMs, equivalent to the amount of cash in
machines at the balance sheet dates. These deposits have been classified as
restricted cash.

Bank 24 also has deposits with a commercial bank to cover guarantees,
deposits with customs officials to cover potential charges, and with their
leasing company as a minimum deposit related to the lease of ATMs (see note 8).

F-12
<PAGE> 70

EURONET HOLDING N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Following is a detail of restricted cash balances at each balance sheet
date:

<TABLE>
<CAPTION>
DECEMBER 31,
-------------
1996 1995
---- ----
(IN
THOUSANDS)
<S> <C> <C>
Restricted cash for ATM deposits -- Poland.................................. $ 36 $ --
Restricted cash for ATM deposits -- Hungary................................. 116 180
Restricted cash for deposits -- Hungary..................................... 666 772
---- ----
Total restricted cash....................................................... $818 $952
==== ====
</TABLE>

(6) PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
VEHICLES &
SOFTWARE ATMS COMPUTERS EQUIPMENT TOTAL
-------- ----- --------- ---------- -----
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Cost:
Balance at June 22, 1994 (inception).......... -- -- -- -- --
Additions..................................... 3 262 -- 91 356
--- ----- --- --- -----
Balance at December 31, 1994.................. 3 262 -- 91 356
Additions..................................... 100 2,123 -- 77 2,300
--- ----- --- --- -----
Balance at December 31, 1995.................. 103 2,385 -- 168 2,656
Additions..................................... 293 4,388 266 310 5,257
Disposals..................................... -- -- -- (7) (7)
--- ----- --- --- -----
Balance at December 31, 1996.................. 396 6,773 266 471 7,906
====== ===== ======== ======== =====
Accumulated Depreciation:
Balance at June 22, 1994 (inception).......... -- -- -- -- --
Additions..................................... -- -- -- 5 5
--- ----- --- --- -----
Balance at December 31, 1994.................. -- -- -- 5 5
Additions..................................... 7 110 -- 16 133
--- ----- --- --- -----
Balance at December 31, 1995.................. 7 110 -- 21 138
Additions..................................... 28 334 41 81 484
--- ----- --- --- -----
Balance at December 31, 1996.................. 35 444 41 102 622
====== ===== ======== ======== =====
</TABLE>

(7) SHORT TERM BORROWINGS

Short term borrowings represents a Hungarian forint denominated loan of
$194,000 granted by a commercial bank in Hungary to permit such bank to supply
cash to the ATM network. This loan originated April 4, 1996 and is due on March
18, 1997 together with interest accrued at 29%.

Euronet N.V. has collateralized this loan by the pledge of investment
securities amounting to $194,000, bearing interest at 27% maturing on March 18,
1997.

(8) LEASES

(a) Capital leases

Euronet N.V. leases the majority of its ATMs in Poland and Hungary under
capital lease agreements that expire between 1999 and 2001 and bear interest at
rates between 11% and 15%. Lease installments are paid on a monthly or
semi-annual basis.

F-13
<PAGE> 71

EURONET HOLDING N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

In Poland, there are two principal agreements. The first includes a bargain
purchase option at the end of the lease term at a price equivalent to 0.1% of
the capital value of the leased assets. In addition, this agreement is subject
to a contingent rental of $0.80 per ATM transaction in excess of a minimum
number of transactions as stated in the lease agreement. The agreement limits
the total contingent rental such that the lessor does not receive a rate of
return in excess of a certain percentage as stipulated in the agreement. There
were no contingent rentals incurred for the year ended December 31, 1996.

Under the second agreement, the residual value of the lease is equivalent
to 12.5% (approximately $21,000) of the original capital value of the leased
asset. Euronet N.V. has an irrevocable right to renew the lease for an
indefinite period under the same payment terms as the initial agreement. In
addition to the related equipment, this lease is also collateralized by the
pledge of certain accounts receivable and a letter of credit from a commercial
bank.

A related entity, Windham Technologies Inc., has the option to purchase the
ATMs under capital lease in Hungary at the end of the lease term at a bargain
purchase price of $1 plus incidental expenses (refer to note 13).

Euronet N.V. also leases an IBM AS400 computer for use as its central
processing and authorization center for ATM transactions. This three year lease
with a term of July 1, 1996 through September 30, 1999 bears interest at a rate
of 15% and is payable in quarterly installments of $24,000.

The gross amount of the ATMs and IBM computer and related accumulated
amortization recorded under capital leases were as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------
1996 1995
------ ------
(IN THOUSANDS)
<S> <C> <C>
ATMs..................................................................... $5,870 $1,906
IBM computer............................................................. 225 --
----- -----
6,095 1,906
Less accumulated amortization............................................ (410) (96)
----- -----
Net book value........................................................... $5,685 $1,810
===== =====
</TABLE>

Amortization of assets held under capital leases is included with
depreciation expense.

(b) Operating leases

Euronet N.V. also has noncancelable operating rental leases which expire
over the next 2 to 4 years. Rent expense under these leases amounted to
$270,000, $158,000 and $66,000, for the years ended December 31, 1996, 1995, and
for the period from June 22, 1994 (inception) through December 31, 1994,
respectively.

F-14
<PAGE> 72

EURONET HOLDING N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Future minimum lease payments under the capital leases and the
noncancelable operating leases (with initial or remaining lease terms in excess
of one year) as of December 31, 1996 are:

<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
------- ---------
(IN THOUSANDS)
<S> <C> <C>
Year ending December 31,
1997................................................................ $ 1,212 $ 267
1998................................................................ 1,606 144
1999................................................................ 1,786 148
2000................................................................ 1,527 --
------ ------
Total minimum lease payments..................................... 6,131 $ 559
======
Less amounts representing interest.................................... (1,660)
------
Present value of net minimum capital lease payments................... 4,471
Less current installments of obligations under capital leases......... (637)
------
Long term capital lease obligations................................... $ 3,834
======
</TABLE>

(9) INCOME TAXES

The income tax benefit consisted of the following:

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM JUNE 22,
1994
YEAR ENDED YEAR ENDED (INCEPTION) THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1994
------------ ------------ -------------------
(IN THOUSANDS)
<S> <C> <C> <C>
Current tax expense
Netherlands Antilles............................ -- -- --
Europe.......................................... -- -- --
----- ----- -----
Total current................................... -- -- --
Deferred tax expense
Netherlands Antilles............................ -- -- --
Europe.......................................... (323) (148) --
----- ----- -----
Total deferred.................................. (323) (148) --
===== ===== =====
</TABLE>

F-15
<PAGE> 73

EURONET HOLDING N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The sources of loss before income taxes are presented as follows:

<TABLE>
<CAPTION>
FOR THE PERIOD
FROM JUNE 22,
1994
YEAR ENDED YEAR ENDED (INCEPTION) THROUGH
DECEMBER 31, DECEMBER 31, DECEMBER 31,
1996 1995 1994
------------ ------------ -------------------
(IN THOUSANDS)
<S> <C> <C> <C>
Netherlands Antilles............................ 4,416 -- --
Europe.......................................... 3,483 2,089 228
----- ----- -----
Loss before income taxes........................ 7,899 2,089 228
===== ===== =====
</TABLE>

The difference between the actual income tax benefit and the tax benefit
computed by applying the statutory income tax rate (3% for Netherlands Antilles,
18% for Hungary and 38% for Poland) to losses before taxes is attributable to
the following:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1996 1995 1994
----- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Income tax benefit at statutory rates.............................. 267 427 82
Non-deductible expenses............................................ (209) (153) (23)
Tax holiday........................................................ (4) (8) --
Foreign tax benefit................................................ 806 -- --
Valuation allowance................................................ (537) (118) (59)
----- ----- -----
Actual income tax benefit.......................................... 323 148 --
===== ===== =====
</TABLE>

The income tax benefit has been calculated on the basis of the taxable
losses of the combined entities for the period June 22, 1994 (inception) through
December 31, 1994, the year ended December 31, 1995 and the period January 1,
1996 through March 27, 1996. Upon formation of Euronet N.V. on March 27, 1996,
the income tax benefit was calculated solely on the basis of the taxable loss of
Euronet Holding N.V.

The tax effect of temporary differences and carryforwards which give rise
to deferred tax assets and liabilities are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1996 1995 1994
----- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
Tax loss carryforwards............................................. 989 233 59
Leasing............................................................ 5 12 --
Leasehold improvements............................................. 48 21 --
Accrual............................................................ 84 -- --
----- ----- ----
Deferred tax asset................................................. 1,126 266 59
Valuation allowance................................................ (655) (118) (59)
----- ----- ----
Net deferred tax assets............................................ 471 148 --
===== ===== ====
</TABLE>

The valuation allowance relates to deferred tax assets established under
SFAS No. 109 for loss carryforwards at December 31, 1996 of $4,272,000. The tax
operating loss carryforwards will expire through 1999 for Bankomat and through
2001 for Bank 24, SatComNet and Euronet N.V. Based on

F-16
<PAGE> 74

EURONET HOLDING N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Euronet N.V.'s forecast of sufficient taxable income for future periods in which
the tax losses are expected to be absorbed, Euronet N.V. believes that it will
realize the benefit of the deferred tax assets, net of the existing valuation
allowance.

(10) SHARE PLANS AND CAPITAL COMMITMENTS

Share compensation plans

Euronet N.V. has established a share compensation plan which provides
certain employees options to purchase shares of Euronet N.V.'s common stock. The
options vest over a period of five years from the date of grant. Options are
exercisable during the term of employment or consulting arrangements with
Euronet N.V. and its subsidiaries. Euronet N.V. has the right to repurchase
shares within 180 days from an employee who has exercised his options but has
ceased to be employed by Euronet N.V. At December 31, 1996, Euronet N.V. has
authorized options for the purchase of 1,299,550 shares of common shares, of
which 1,062,950 have been awarded to employees.

In accordance with the shareholders' agreement dated February 15, 1996 and
amended on October 14, 1996, Euronet N.V. has reserved 2,850,925 shares of
series A convertible preferred shares which shall be authorized but unissued for
the purpose of awarding preferred shares ("milestone awards") to certain
investors and options to acquire preferred shares ("milestone options") to the
founders, management and key employees. Euronet N.V. granted 800,520 milestone
awards at an exercise price of $0.02 per share and 2,050,405 milestone options
at an exercise price of $2.14 per share. The milestone awards vest and become
exercisable on the date on which any one or more of the three performance goals
described in the shareholders' agreement attained. One third of the milestone
options vest upon the occurrence of each milestone. The milestone options vest
and become exercisable upon the earlier of October 14, 2006, or the date on
which any one or more of the three performance goals described in the
shareholders' agreement is attained. One third of the milestone options vest
upon occurrence of each milestone. In the event of an initial public offering
all milestone awards and milestone options granted under the milestone
arrangement (with the exception of 49,819 options to certain key employees which
will vest equally over two years following the initial public offering) shall be
considered to have been met and all preferred shares shall become immediately
issuable to beneficiaries of milestone awards and options.

Share option activity during the periods indicated is as follows:

<TABLE>
<CAPTION>
NUMBER OF WEIGHTED-AVERAGE
SHARES EXERCISE PRICE
--------- ----------------
<S> <C> <C>
Balance at June 22, 1994 (inception)
Granted........................................................ 440,440 0.71
---------
Balance at December 31, 1994..................................... 440,440 0.71
Granted........................................................ 110,110 0.95
---------
Balance at December 31, 1995..................................... 550,550 0.76
Granted........................................................ 2,562,805 2.02
---------
Balance at December 31, 1996..................................... 3,113,355 1.80
========
</TABLE>

There were no exercised, forfeited or expired options during the periods
indicated.

At December 31, 1996, the range of exercise prices and weighted-average
remaining contractual life of outstanding options was as follows:

F-17
<PAGE> 75

EURONET HOLDING N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
WEIGHTED-AVERAGE
EXERCISE PRICE NUMBER OF SHARES LIFE (YEARS)
---------------------------------- ---------------- ----------------
<S> <C> <C>
0.71.............................. 440,440 10.50
0.95.............................. 110,110 11.25
1.43.............................. 442,400 12.50
2.14.............................. 2,120,405 10.25
----------------
3,113,355
----------------
</TABLE>

At December 31, 1996 and 1995, the number of options exercisable was
271,780 and 88,130, respectively, and the weighted-average exercise price of
those options was $1.14 and $0.71, respectively. There were no options
exercisable at December 31, 1994.

The per-share weighted-average fair value of the options granted
approximates $4.05, $0.70 and $0.35 during 1996, 1995 and 1994, respectively.
The fair value was estimated using the minimum value method with the following
weighted-average assumptions; expected dividend yield of 0%, risk-free rate of
7.17% and expected volatility of 0%.

Euronet N.V. applies APB Opinion No. 25 in accounting for its share option
plans. The exercise price of the options is established based on the estimated
fair value of the underlying shares at grant date. Fair value is determined by
taking into consideration the per share price at which the most recent sale of
equity securities was made by Euronet N.V. to investors. However, in
contemplation of a probable initial public offering, compensation expense has
been recognized in 1996 relating to all options granted during the fourth
quarter of 1996. Such compensation expense was calculated as the excess of the
fair market value of the underlying shares (determined as $4.22, which is the
cash price per share at which GE Capital subscribed for preferred shares of
Euronet N.V. in February 1997) over the exercise price of $2.14 per share.
Euronet N.V. has recorded $4,172,000 of compensation expense in the 1996
consolidated financial statements and an additional compensation expense of
$343,000 with respect to these options will be recognized over the remaining
vesting period of such options. Had Euronet N.V. determined compensation cost
based on the fair value at the grant date for its stock options under SFAS No.
123, net loss and net loss per share would not have been significantly different
than the amounts recorded in the consolidated financial statements.

Standby Commitment and Contribution

Certain investors (Poland Partners LP, Advent Partners LP, Advent Private
Equity Fund-CELP, Poland Investment Fund LP, Hungarian Private Equity Fund and
DST Systems Inc.) agreed to make an aggregate of three million dollars available
to Euronet N.V. in two tranches of one million ("tranche 1") and two million
dollars ("tranche 2"), respectively.

Euronet N.V. made a call on tranche 1 of the standby commitment on November
26, 1996 (see note 3). The terms of tranche 2 are that one share of series B
convertible preferred shares will be issued for each $10 of standby contribution
made. Upon the Reorganization, Euronet N.V. intends to cancel the option to call
the second tranche.

F-18
<PAGE> 76

EURONET HOLDING N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(11) BUSINESS SEGMENT INFORMATION

Euronet N.V. and its subsidiaries operate in one business segment, the
service of providing an independent shared ATM network to banks and financial
institutions that it serves.

Net revenue, operating assets and identifiable assets, as of and for the
periods ending December 31, 1996, 1995 and 1994, excluding intercompany amounts,
of Euronet N.V. and it subsidiaries according to their geographic location are:

<TABLE>
<CAPTION>
TOTAL REVENUES OPERATING LOSS IDENTIFIABLE ASSETS
-------------------------- -------------------------- --------------------------
1996 1995 1994 1996 1995 1994 1996 1995 1994
------ ------ ------ ------ ------ ------ ------ ------ ------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Europe.............. 1,261 62 -- (3,145) (2,108) (240) 9,752 4,519 2,527
Netherlands Antilles -- -- -- (4,601) -- -- 2,182 -- --
------ ------ ------ ------ ------ ------ ------ ------ ------
Total............... 1,261 62 -- (7,746) (2,108) (240) 11,934 4,519 2,527
====== ====== ====== ====== ====== ====== ====== ====== ======
</TABLE>

(12) COMMITMENTS AND CONTINGENCIES

Euronet N.V. is committed to purchase ATMs from certain suppliers for a
total minimum amount of $12,769,000 over an indefinite period of time.

(13) RELATED PARTIES

Hi-Care

Hi-Care, the lessor from whom Bank 24 rents its Budapest office, was an
investor in Euronet N.V. from March 24, 1995 through March 27, 1996. Hi-Care
invested $197,000 in Bank 24 until the formation of Euronet Holding N.V., at
which time its shares were purchased by a new investor. The total amount of rent
expense incurred by Bank 24 pursuant to its rental agreement with Hi-Care was
$102,000 and $80,000 for the years ended December 31, 1996 and 1995,
respectively.

Employee loan (LT Loans Receivable)

Euronet N.V. provided an interest bearing loan to an employee on June 9,
1995 with a maturity date of October 1, 1999. The outstanding balance at
December 31, 1996 and December 31, 1995 is $21,000 and $32,000, respectively.
The loan is repayable over 4 years in equal monthly instalments. The current
portion of the loan has been recorded in other current assets and the long term
portion is separately disclosed on the face of the balance sheet.

Michael Brown

Michael Brown, chairman of Euronet N.V., loaned Euronet N.V. a total of
$195,000 as at December 31, 1996 which was received during 1995 and 1996,
bearing interest at 10% annually. Interest accrued of $18,000 is included in
accrued expenses.

In addition, he paid $173,000 relating to start up and formation expenses
on behalf of Euronet N.V. in 1995. This has been recorded as a capital
contribution of $106,000 and the remaining balance of $67,000 as notes
payable-shareholder.

In accordance with the shareholders' agreement dated February 15, 1996,
Euronet N.V. reimbursed Michael Brown $57,000 related to the non-monetary
portion of the capital contribution made to establish Bankomat in 1995.

F-19
<PAGE> 77

EURONET HOLDING N.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Windham Technologies Inc

(14) CONCENTRATIONS OF BUSINESS AND CREDIT RISK

Euronet N.V. is not subject to significant concentrations of business and
credit risk. Euronet N.V.'s financial instruments mainly include trade
receivables, cash and short-term investments. Euronet N.V.'s customer base, even
though limited, includes the most significant international card organizations
and certain banks in Hungary and Poland. Therefore, Euronet N.V.'s operations
are directly affected by the financial condition of those entities. Cash and
short-term investments are placed with high-credit quality financial
institutions in Poland and Hungary or in short-term duration, high-quality debt
securities issued by the Hungarian government. Euronet N.V. does not require
collateral or other security to support financial instruments subject to credit
risk. Management believes that the credit risk associated with trade
receivables, cash and short-term investments is minimal due to the control
procedures which monitor credit worthiness of customers and financial
institutions.

F-20
<PAGE> 78

======================================================

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Prospectus Summary..................... 3
Risk Factors........................... 6
Use of Proceeds........................ 11
Dilution............................... 12
Dividend Policy........................ 12
Capitalization......................... 13
Selected Consolidated Financial Data... 14
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 16
Business............................... 21
Management............................. 32
Certain Transactions................... 39
Principal and Selling Shareholders..... 43
Description of Capital Stock........... 44
Certain United States Federal Tax
Considerations For Non-U.S. Holders
of Shares............................ 47
Shares Eligible For Future Sale........ 49
Underwriting........................... 50
Validity of Securities................. 52
Experts................................ 52
Annex A -- Country Information: Hungary
and Poland........................... A-1
Consolidated Financial Statements...... F-1
---------------------
</TABLE>

UNTIL , 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE SHARES, WHETHER OR NOT PARTICIPATING IN
THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION
TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS
AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

======================================================
======================================================

5,300,000 SHARES

LOGO

COMMON STOCK

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

---------------------
PROSPECTUS
, 1997

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

GLOBAL CO-ORDINATOR

ING BARINGS

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

U.S. OFFERING

ING BARINGS

ARNHOLD AND S. BLEICHROEDER, INC.

NOMURA SECURITIES INTERNATIONAL, INC.

INTERNATIONAL OFFERING

ING BARINGS

CREDIT SUISSE FIRST BOSTON

NOMURA INTERNATIONAL

======================================================
<PAGE> 79

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the Registrant's estimated expenses in
connection with the issuance and distribution of the securities being
registered, other than underwriting discounts and commissions.

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee..................... $ 25,858
Nasdaq National Market quotation fee.................................... 30,750
National Association of Securities Dealers, Inc. filing fee............. 9,000
Reimbursement of Underwriters' Expenses................................. 1,000,000
Legal fees and expenses................................................. 80,000
Accounting fees and expenses............................................ 90,000
Blue sky qualification fees and expenses................................ 15,000
Transfer agent fees and expenses........................................ 5,000
----------
Total.............................................................. $1,255,608
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Articles Eighth and Ninth of the Company's Certificate of Incorporation
provide as follows:

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

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

Article VII of the Company's By-laws provides as follows:

"Section 1 INDEMNIFICATION AND EXCULPATION. Reference is hereby made to
Section 145 of the General Corporation Law of the State of
Delaware (or any successor provision thereto). The Corporation
shall indemnify each person who may be indemnified (the
"Indemnitees") pursuant to such section to the full extent
permitted thereby. In each and every situation where the
Corporation may do so under such section, the Corporation
hereby obligates itself to so indemnify the Indemnitees, and in
each case, if any, where the Corporation must make certain
investigations on a case-by-case basis prior to
indemnification, the Corporation hereby obligates itself to
pursue such investigation diligently, it being the specific
intention of these Bylaws to obligate the Corporation to
indemnify each person whom it may indemnify to the fullest
extent permitted by law at any time and from time to time. To
the extent not prohibited by Section 145 of the General
Corporation Law of the State of Delaware (or any other

II-1
<PAGE> 80

provision of the General Corporation Law of the State of Delaware), the
Indemnitees shall not be liable to the Corporation except for their own
individual willful misconduct or actions taken in bad faith. Expenses incurred
by an officer or director in defending any action, suit or
proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding to the
fullest extent permitted by subsection (e) of Section 145."

Reference is also made to Section 5 of the Underwriting Agreement filed as
Exhibit 1.1 hereto.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On December 17, 1996, the Company and the shareholders and optionholders of
Euronet Holding N.V. entered into an Exchange Agreement pursuant to which (i)
9,585,569 shares of Common Stock of the Company will be issued to the
Shareholders of Euronet Holding N.V. in exchange for all of Common Shares of
Euronet Holding N.V. (ii) options to acquire 3,113,355 shares of Common Stock
will be granted to the holders of options to acquire 3,113,355 Common Shares of
Euronet Holding N.V. in exchange for all of such options and (iii) awards with
respect to 800,520 shares of Common Stock will be issued to the holders of
awards with respect to 800,520 preferred shares of Euronet Holding N.V. in
exchange for all such awards. Euronet Holding N.V. will be dissolved following
the consummation of the Offering. Such exchange is subject to and will be
effective upon the execution of the underwriting agreement to be executed in
connection with the Offering.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ ---------------------------------------------------------------------------
<C> <S>
1.1 Form of Underwriting Agreement.
+3.1 Certificate of Incorporation.
+3.2 By-Laws of the Company.
+4.1 Specimen of certificate for Shares, par value $0.02, of the Company.
+5.1 Opinion of Arent Fox Kintner Plotkin & Kahn as to legality of the Shares.
+10.1 Amended Agreement for Solution Delivery dated April 17, 1996 between Bank
Access 24 Rt. and IBM World Trade Corporation.
+10.2 Frame Contract dated February 20, 1996 between Bankomat 24 Sp. z o.o. and
AT&T Global Information Solutions Polska, Sp. z o.o.
+10.3 Exchange Agreement dated as of December 17, 1996 among the Company and the
stockholders and optionholders of Euronet Holding N.V.
+10.4 The Euronet Long-Term Incentive Plan.
+10.5 Employment Agreement of Mr. Brown.
+10.6 Form of Employment Agreement for Executive Officers.
+10.7 Subscription Agreement dated February 3, 1997 between Euronet Holding N.V.
and General Electric Capital Corporation.
+21.1 List of Subsidiaries of Registrant.
23.1 Consent of KPMG Polska Sp. z o.o.
+23.2 Consent of Arent Fox Kintner Plotkin & Kahn (included in Exhibit 5.1).
+24.1 Power of Attorney (included in signatures).
</TABLE>

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

+Previously filed.

II-2
<PAGE> 81

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under "Item 14, Indemnification
of Directors and Officers" above, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment to the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) It will provide to the U.S. Underwriters at the closing specified
in the Underwriting Agreement, certificates in such denominations and
registered in such names as required by the U.S. Underwriters to permit
prompt delivery to each purchaser.

II-3
<PAGE> 82

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Budapest on the 21st day of February, 1997

EURONET SERVICES INC.

By: /s/ DANIEL R. HENRY
Daniel R. Henry

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 21, 1997 and such signatures may be in
counterparts:

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------------------------- ------------------------------------------
<C> <S>
* Chairman of the Board of Directors, Chief
- ------------------------------------------------- Executive Officer and President (principal
Michael J. Brown executive officer)

/s/ DANIEL R. HENRY Director and Chief Operating Officer
- -------------------------------------------------
Daniel R. Henry

* Director
- -------------------------------------------------
Steven J. Buckley

* Director
- -------------------------------------------------
Eriberto R. Scocimara

* Director
- -------------------------------------------------
Andrzej Olechowski

* Director
- -------------------------------------------------
Thomas A. McDonnell

* Director
- -------------------------------------------------
Nicholas B. Callinan

* Chief Financial Officer and Chief
- ------------------------------------------------- Accounting Officer (principal financial
Bruce Colwill officer and principal accounting officer)

*By: /s/ DANIEL R. HENRY
Daniel R. Henry
Attorney-in-Fact
</TABLE>

II-4
<PAGE> 83

(LOGO) Printed in London Y96306
<PAGE> 84

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE
-------------- ------------------------------------------------------------------- ----
<C> <C> <S> <C>
1.1 -- Form of Underwriting Agreement ....................................
23.1 -- Consent of KPMG Polska Sp. z o.o. .................................
</TABLE>

<PAGE> 1

EXHIBIT 1.1

Euronet Services Inc.
(a Delaware corporation)

5,300,000 Shares of Common Stock

UNDERWRITING AGREEMENT

Dated: February [ ], 1997

<PAGE> 2

Euronet Services Inc.
(a Delaware corporation)

5,300,000 Shares of Common Stock

UNDERWRITING AGREEMENT

February [ ], 1997

ING BARING (U.S.) SECURITIES, INC.
ARNHOLD AND S BLEICHROEDER, INC.
NOMURA SECURITIES INTERNATIONAL, INC.

As Representatives of the U.S.
Underwriters listed in Schedule I

BARING BROTHERS LIMITED
CREDIT SUISSE FIRST BOSTON "EUROPE" LIMITED
NOMURA INTERNATIONAL

As Representatives of the International
Underwriters listed in Schedule I

c/o Baring Brothers Limited
60 London Wall
London EC2M 5TQ

Ladies and Gentlemen:

Euronet Services Inc. (the "Company"), a Delaware corporation, proposes,
subject to the terms and conditions stated herein, to issue and sell to the
several underwriters listed in Schedule I hereto (the "Underwriters", which for
the avoidance of doubt shall include Baring Brothers Limited and ING Barings
(U.S.) Securities, Inc.), for whom you are acting as representatives (the
"Representatives"), 3,088,042 authorized but unissued shares of the Company's
Common Stock, par value $0.01 per share ("shares of which class of stock of the
Company are hereinafter referred to as Common Stock"), and the stockholders of
the Company named in Schedule II hereto (the "Selling Stockholders") propose,
subject to the terms and conditions stated herein, to sell severally an
aggregate of 2,211,958 outstanding shares of Common Stock, as set forth in
Schedule II, to the Underwriters. Such shares of Common Stock, aggregating
5,300,000 shares, are to be sold to each Underwriter, acting severally and not
jointly, in such amounts as are set forth in Schedule I opposite the name of
such Underwriter. The Company also grants to the Underwriters, severally and
not jointly, the option described in Section 2 to purchase all or any part of
795,000 additional shares of Common Stock to cover over-allotments, if any.
The aforesaid 5,300,000 shares of Common Stock (the "Firm Shares"), together
with all or any part of the 795,000 additional shares of Common Stock subject
to the option described in Section 2 (the "Optional Shares"), are collectively
herein called the "Shares." The Shares are more fully described in the
Prospectus referred to below.

<PAGE> 3

It is understood that effective upon the execution of this Agreement the
share capital of the Company will be reorganized in accordance with the terms
of an Exchange Agreement dated as of December 17, 1996 by and among the
Company, Euronet Holding N.V. and the stockholders and optionholders of Euronet
Holding N.V. listed on Exhibits A and B thereto (the "Exchange Agreement").

Section 1. Representations and Warranties. (a) The Company represents
and warrants to, and agrees with, each of the Underwriters that:

(i) A registration statement on Form S-1 (File No. 333-18121) with
respect to the Shares has been prepared by the Company in conformity with
the requirements of the Securities Act of 1933, as amended (the "Act"),
and the Rules and Regulations (the "Rules and Regulations") of the
Securities and Exchange Commission (the "Commission") thereunder and has
been filed with the Commission. Copies of such registration statement,
including any amendments thereto, the preliminary prospectuses (meeting
the requirements of the Rules and Regulations) contained therein and the
exhibits, financial statements and schedules, as finally amended and
revised, have heretofore been delivered by the Company to you. Such
registration statement, together with any registration statement filed by
the Company pursuant to Rule 462(b) of the Act, herein referred to as the
"Registration Statement," which shall be deemed to include all
information omitted therefrom in reliance upon Rule 430A and contained in
the Prospectus referred to below, has become effective under the Act and
no post-effective amendment to the Registration Statement has been filed
as of the date of this Agreement. The Commission has not issued an order
suspending the effectiveness of the Registration Statement nor instituted
proceedings for that purpose. "Prospectus" means (a) the form of
prospectus first filed with the Commission pursuant to Rule 424(b) or (b)
the last preliminary prospectus included in the Registration Statement
filed prior to the time it becomes effective or filed pursuant to Rule
424(a) under the Act that is delivered by the Company to the Underwriters
for delivery to purchasers of the Shares, together with the term sheet
filed with the Commission pursuant to Rule 424(b)(7) under the Act. Each
preliminary prospectus included in the Registration Statement prior to
the time it becomes effective is herein referred to as a "Preliminary
Prospectus." Any reference herein to the Registration Statement, any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any supplements or amendments thereto filed with the Commission
after the date of filing of the Prospectus under Rules 424(b) or 430A,
and prior to the termination of the offering of the Shares by the
Underwriters;

(ii) KPMG Polska Sp. z o.o, who are reporting upon the audited
financial statements included in the Registration Statement, are
independent public accountants as required by the Act and the Rules and
Regulations;

(iii) No order preventing or suspending the use of any Preliminary
Prospectus has been issued by the Commission, to the knowledge of the
Company, and each Preliminary Prospectus, at the time of filing thereof,
conformed in all material respects to the requirements of the Act and the
Rules and Regulations;

<PAGE> 4

(iv) The Registration Statement conforms, and the Prospectus and any
further amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of
the Act and the Rules and Regulations, and the Registration Statement
does not and will not, as of the applicable effective date of the
Registration Statement and any amendment thereto, contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; the Prospectus will not, as of the applicable filing date and
as of the filing date of any amendment or supplement thereto, contain an
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to
the information contained in or omitted from the Registration Statement
or the Prospectus (or any supplement thereto) in reliance upon and in
conformity with information furnished in writing to the Company by or on
behalf of the Underwriters through the Representative specifically for
inclusion in the Registration Statement or the Prospectus (or any
supplement thereto);

(v) Each of the Company and its subsidiaries, Euronet Bank 24 Rt., a
company limited by shares organized under the laws of the Republic of
Hungary ("Hungary"), Bankomat 24 Sp. z o.o, a limited liability company
organized under the laws of the Republic of Poland ("Poland"), Euronet
Holding N.V., a Company organized under the laws of the Netherlands
Antilles and SatComNet Kft., a limited liability company organized under
the laws of Hungary (each a "Subsidiary" and, collectively, the
"Subsidiaries") has been duly organized, is validly existing under the
laws of the jurisdiction of its incorporation, has the corporate power
and authority under such laws to own or lease, as the case may be, and
operate its properties and conduct its business as described in the
Prospectus, and is in good standing in each jurisdiction in which it owns
or leases property of a nature, or transacts business of a type, where
the failure to be so qualified would have a material adverse effect on
the condition (financial or otherwise), earnings, business or business
prospects of the Company and its Subsidiaries, taken as a whole and the
Subsidiaries are the only entities in which the Company owns, directly or
indirectly, a 50% or greater equity interest; and the Company's and the
Subsidiaries' conduct of business as currently conducted or as proposed
to be conducted in the Prospectus does not violate any statute, rule,
regulation or order of any governmental agency or body or any court,
domestic or foreign, having jurisdiction over the Company or any
Subsidiary or any of their properties, or any agreement or instrument to
which the Company or any Subsidiary is a party or by which the Company or
any Subsidiary is bound or to which any of the properties of the Company
or any Subsidiary is subject;

(vi) The Company and the Subsidiaries have good title
to all properties (real and personal) described in the
Prospectus as owned by them, free and clear of any
encumbrances, equities or claims, except such encumbrances as
are described in the Prospectus or which are not material in
amount; any properties held under lease by the Company and the
Subsidiaries are held under valid and enforceable leases; and
neither the

<PAGE> 5

Company nor any Subsidiary has any notice of any material claim of
any sort that has been asserted by anyone adverse to the rights of
the Company or any Subsidiary under any of the leases mentioned
above;

(vii) The Company and the Subsidiaries have all licenses,
concessions, franchises, permits, authorizations, approvals and orders of
and from all governmental regulatory bodies that are necessary to own or
lease, as the case may be, their properties and conduct their businesses
as described in the Prospectus; all of such licenses, concessions,
franchises, permits, authorizations, approvals and orders are in full
force and effect under the laws of the jurisdiction of incorporation of
the Company and the Subsidiaries, and each of the Company and the
Subsidiaries is in compliance with all material terms and requirements
applicable thereto and no condition or event has occurred and is
continuing that could reasonably be expected to cause the revocation,
cancellation, lapsing, expiration or termination of such licenses,
concessions, franchises, permits, authorizations, approvals or orders;

(viii) Each of the Company and its Subsidiaries owns or possesses
adequate trademarks, service marks and trade names necessary to carry on
its business as presently conducted, and neither the Company nor any
Subsidiary has received any notice of infringement of or conflict with
asserted rights of others with respect to any trademarks, service marks
or trade names that in the aggregate, if the subject of an unfavorable
decision, ruling or finding, could materially adversely affect the
condition (financial or otherwise), earnings, business or business
prospects of the Company and its Subsidiaries, taken as a whole;

(ix) The Company has an authorized capital stock as described in the
Prospectus and all outstanding shares of Common Stock have been validly
issued and are fully paid and non-assessable, not subject to any
preemptive rights and conform to the descriptions thereof in the
Prospectus; there are no outstanding securities convertible into or
exchangeable for, or warrants, rights or options to purchase from the
Company, or obligations of the Company to issue shares of Common Stock or
any other class of share capital of the Company (except, in any such
case, as set forth in the Prospectus); all outstanding shares of capital
stock of each Subsidiary have been validly authorized, are validly
issued, fully paid and non-assessable and owned, directly or indirectly,
by the Company and, except as described in the Prospectus, are free of
any encumbrances, equities or claims; no options, warrants or other
rights to purchase, agreements or other obligations to issue or other
rights to convert any obligations into shares of capital stock or
ownership interests in the Subsidiaries are outstanding; the Shares to be
sold by the Company have been duly authorized and, after payment and
delivery thereof, will be validly issued, fully paid, non-assessable, not
subject to any preemptive rights and will conform to the descriptions
thereof in the Prospectus; there are no restrictions on subsequent
transfers of Shares, except as disclosed in the Prospectus; and the
Shares have been duly approved for listing, subject to official notice of
issuance, on the Nasdaq National Market ("Nasdaq");

(x) The Reorganization (as defined in the Prospectus) has been duly
authorized by the Company;

<PAGE> 6

(xi) Each of this Agreement and the Exchange Agreement has been duly
authorized, executed and delivered by the Company, and, assuming this
Agreement and the Exchange Agreement has been duly authorized, executed
and delivered by the other parties thereto, will constitute a valid and
legally binding agreement of the Company enforceable against the Company
in accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to
or affecting creditors' rights generally;

(xii) (A) The issuance of the Shares against payment therefor
pursuant to this Agreement, (B) the sale and delivery of the Shares to be
delivered on the Closing Date, as defined in Section 2(b), (C) the
execution, delivery and performance of this Agreement, (D) the
consummation of the Reorganization and (E) the consummation of the
transactions herein contemplated, will not conflict with, result in a
breach or violation of any of the terms and provisions of, or constitute
a default under, any statute, rule, regulation or order of any
governmental agency or body in any court having jurisdiction over the
Company or any Subsidiary or any of their properties, or any agreement or
instrument to which the Company or any such Subsidiary is a party or by
which the Company or any such Subsidiary is bound or to which any of the
properties of the Company or any such Subsidiary is subject, or the
charter or by-laws (or equivalent constitutive documents) of the Company
or any such Subsidiary, except, in each case, for such breaches,
violations or defaults as would not have a material adverse effect on the
condition (financial or otherwise), earnings, business or business
prospects of the Company and its Subsidiaries, taken as a whole;

(xiii) No consent, approval, authorization, notification or order
of, or filing or recordation with, any court or governmental agency or
body is required to be obtained by the Company for the consummation by
the Company of the Reorganization or the transactions contemplated by
this Agreement and the Exchange Agreement, except (A) the registration
under the Act of the Shares and qualification in Canadian provinces, (B)
such governmental authorizations as have been duly obtained and are in
full force and effect and copies of which have been furnished to you, and
(C) such governmental authorizations as may be required under state or
foreign securities or Blue Sky laws or any laws of jurisdictions outside
of the jurisdictions of incorporation of the Company and its Subsidiaries
and the United States in connection with the purchase and distribution of
the Shares by or for the account of the Underwriters;

(xiv) There has not occurred since the date of the
Prospectus, other than as set forth therein, (A) any material
adverse change, or any development involving a prospective
material adverse change, in the condition (financial or
otherwise), earnings, business or business prospects of the
Company and its Subsidiaries, taken as a whole; (B) any
transaction entered into by the Company or any of its
Subsidiaries, other than in the ordinary course of business,
that is material to the Company and its subsidiaries,
considered as one enterprise, or (C) any dividend or
distribution of any kind declared, paid or made by the Company
on its capital stock. The Company and its Subsidiaries have
no material contingent obligations which

<PAGE> 7

are not discussed in the Company's financial statements which are
included in the Registration Statement;

(xv) There are no legal or governmental proceedings pending or, to
the best knowledge of the Company, threatened to which the Company or any
of its Subsidiaries is a party or to which any of the properties of the
Company or any of its Subsidiaries is subject that (A) are required to be
described in the Registration Statement or the Prospectus and are not so
described, (B) if determined adversely to the Company or any of its
Subsidiaries might result in any material adverse change in the condition
(financial or otherwise), earnings, business or business prospects of the
Company and its Subsidiaries, taken as a whole, or (C) to prevent the
consummation of the transactions contemplated hereby, except as set forth
in the Registration Statement; the aggregate of all pending legal or
governmental proceedings to which the Company or any Subsidiary is a
party or of which any of their respective assets or property is the
subject, which are not described in the Prospectus, including ordinary
routine litigation incidental to the business, could not reasonably be
expected to result in any material adverse change in the condition
(financial or otherwise), earnings, business or business prospects of the
Company and its Subsidiaries, taken as a whole. There are no statutes,
regulations, contracts or other documents that are required to be
described in the Registration Statement or the Prospectus or to be filed
as exhibits to the Registration Statement that are not described or filed
as required;

(xvi) No stamp or other issuance or transfer taxes or duties and no
capital gains, income, withholding or other taxes are payable by or on
behalf of the Underwriters to any governmental or taxing authority in
connection with (A) the sale and delivery by the Company and the Selling
Stockholders of the Shares to or for the respective accounts of the
Underwriters or (B) the sale and delivery outside the jurisdictions of
incorporation of the Company and its Subsidiaries by the Underwriters of
the Shares to the initial purchasers thereof in the manner contemplated
in the Prospectus;

(xvii) Neither the Company nor any Subsidiary is an "investment
company" as defined in the Investment Company Act of 1940, as amended
(the "Investment Company Act") and, after giving effect to the offering
and sale of the Shares and the application of the proceeds thereof as
described in the Prospectus, neither the Company nor any Subsidiary will
become an "investment company" as defined in the Investment Company Act;

(xviii) The consolidated financial statements of the Company and
the Subsidiaries included in the Registration Statement and
Prospectus present fairly the consolidated financial condition
of the Company and the Subsidiaries as of the dates indicated
and the consolidated results of operations, consolidated
changes in stockholders' equity and consolidated cash flows of
the Company and the Subsidiaries for the periods specified;
such consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in
the United States ("U.S. GAAP") applied on a consistent basis
throughout the periods involved, except as otherwise noted in
the Prospectus; the summary and selected consolidated
financial data for the Company and the Subsidiaries included
in

<PAGE> 8

the Registration Statement and Prospectus present fairly the
information shown therein and have been compiled on a basis
consistent with that of the audited consolidated financial
statements included in the Registration Statement and Prospectus;

(xix) The statements set forth in the Prospectus under the caption
"Description of Capital Stock", insofar as they purport to constitute a
summary of the terms of the Company's capital stock and under the
captions "Certain United States Federal Tax Considerations for Non-U.S.
Holders of Shares", "Risk Factors", "Dividend Policy", "Business",
"Management", "Certain Transactions", and "Description of Capital
Stock"insofar as they purport to summarize the provisions of the laws and
documents referred to therein, are accurate and fair in all material
respects;

(xx) Other than as described in the Registration Statement, there
are no contracts, agreements or understandings between the Company and
any person granting such person rights to require the Company to file a
registration statement under the Act with respect to any securities of
the Company owned or to be owned by such person, or to require the
Company to include such securities in securities registered pursuant to
the Registration Statement or in any securities being registered pursuant
to any other registration statement filed by the Company under the Act;

(xxi) Neither the Company nor any of its Subsidiaries is, or with
the giving of notice or lapse of time, or both, will be, in violation of
its charter or by-laws (or other constitutive documents) or in default in
the performance or observance of any material obligation, agreement,
covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which it
is a party or by which it or any of its properties may be bound, except
to the extent that such violation or default would not have a material
adverse effect on the condition (financial or otherwise), earnings,
business or business prospects of the Company and its Subsidiaries, taken
as a whole;

(xxii) None of the outstanding shares of Common Stock or any capital
stock of its Subsidiaries was issued in violation of any preemptive or
other rights of any stockholder or the Company or any of its
Subsidiaries, respectively;

(xxiii) Except as disclosed in the Prospectus, neither the Company
nor any of its Subsidiaries is in violation of any statute,
rule, regulation, decision or order of any governmental agency
or body or any court, domestic or foreign, relating to the
use, disposal or release of hazardous or toxic substances or
relating to the protection or restoration of the environment
or human exposure to hazardous or toxic substances
(collectively, "environmental laws"), owns or operates any
real property contaminated with any substances that is subject
to any environmental laws, is liable for any off-site disposal
or contamination pursuant to any environmental laws, or is
subject to any claim relating to any environmental laws, which
violation, contamination, liability or claim would have a
material adverse effect on the condition (financial or
otherwise), earnings, business or business prospects of the
Company and its Subsidiaries, taken as a whole; and the
Company is not

<PAGE> 9

aware of any pending investigation which might lead to such a
claim;

(xxiv) To the best knowledge of the Company, no labor dispute with
the employees or contractors of the Company or any Subsidiary exists, or
is imminent, that could have a material adverse effect on the condition
(financial or otherwise), earnings, business or business prospects of the
Company and its Subsidiaries, taken as a whole;

(xxv) The Company and each Subsidiary is insured by insurers of
recognized financial responsibility against such losses and risks and in
such amounts as are prudent and customary in the business in which it is
engaged; the Company and each Subsidiary has not been refused any
insurance coverage sought or applied for; and the Company and each
Subsidiary does not have any reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be
necessary to continue its business at a cost that would not materially
and adversely affect the condition (financial or otherwise), earnings,
business or business prospects of the Company and its Subsidiaries, taken
as a whole;

(xxvi) The Company has accurately prepared and filed on a timely
basis all material tax returns, reports and other information which are
required to be filed by or with respect to the Company or any of its
Subsidiaries or has received extensions with respect thereto; all taxes,
assessments, fees and other governmental charges due on such returns or
pursuant to any assessment received by the Company or any of its
Subsidiaries or which are imposed upon them or any of their respective
properties or assets or in respect of any of their franchises, business,
income or profits have been fully paid when due except such taxes
assessments, fees and government charges the failure to pay which would
not materially and adversely affect the condition (financial or
otherwise), earnings, business or business prospects of the Company and
its subsidiaries, taken as a whole. All material tax liabilities of the
Company and the Subsidiaries have been adequately provided for in the
financial statements of the Company included in the Registration
Statement;

(xxvii) All dividends and other distributions declared and payable
on the share capital of the Subsidiaries may, under the current laws and
regulations of the jurisdictions of incorporation of each Subsidiary, be
paid to the Company and freely transferred out of such jurisdictions and
may be so paid without the necessity of obtaining any approval or
authorization from any regulated body in such jurisdictions; and

(xxviii) To the Company's knowledge, there are no affiliations or
associations between any member of the National Association of Securities
Dealers, Inc. ("NASD") and any of the Company's officers, directors or 5%
or greater stockholders, except as set forth in the Registration
Statement.

(b) Each of the Selling Stockholders severally represents and warrants to,
and agrees with, each Underwriter as follows:

(i) To the best knowledge of such Selling
Stockholder, the

<PAGE> 10

representations and warranties of the Company contained in Section
1(a) are true and correct; to the best knowledge of such Selling
Stockholder, such Prospectus does not include an untrue statement
of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and such
Selling Stockholder is not prompted to sell the Shares to be sold
by such Selling Stockholder by any information concerning the
Company or any Subsidiary that is not set forth in the Prospectus;

(ii) When the Registration Statement shall become effective, and at
all times subsequent thereto up to the Closing Date, as defined in
Section 2(b) below, (A) such parts of the Registration Statement and any
amendments and supplements thereto as specifically refer to such Selling
Stockholder will not contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading and (B) such parts of the
Prospectus as specifically refer to such Selling Stockholder will not
include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;

(iii) Such Selling Stockholder has duly executed and delivered, in
the form heretofore furnished to you, a Power of Attorney and Custody
Agreement (the "Custody Agreement") with the Company as custodian (the
"Custodian"), and Michael Brown and Danile Henry and as attorneys-in-fact
(the "Attorneys-in-Fact"); the Attorneys-in-Fact are authorized to
execute and deliver this Agreement on behalf of such Selling Stockholder
and otherwise to act on behalf of such Selling Stockholder in connection
with this Agreement, and the Attorneys-in-Fact and the Custodian are each
authorized to deliver the Shares to be sold by such Selling Stockholder
pursuant to this Agreement and to accept payment therefor;

(iv) All authorizations and consents necessary for the execution and
delivery by such Selling Stockholder of the Custody Agreement, the
execution and delivery by or on behalf of such Selling Stockholder of
this Agreement and the sale and delivery pursuant to this Agreement of
the Shares to be sold by such Selling Stockholder have been given and are
in full force and effect on the date hereof and will be in full force and
effect at the Closing Date, as defined in Section 2(b) below;

(v) The execution and delivery of this Agreement and the
consummation of the transactions contemplated in this Agreement will not
result in a breach by such Selling Stockholder of, or constitute a
default by such Selling Stockholder under, any agreement, instrument,
decree, judgment or order to which such Selling Stockholder is a party or
the properties of such Selling Stockholder may be subject or by which
such Selling Stockholder may be bound and which would affect the ability
of such Selling Stockholder to transfer its Shares pursuant to this
Agreement;

(vi) Such Selling Stockholder will, at the Closing
Date, as defined in Section 2(b) below, have good and
marketable title to the Shares to be sold by such Selling
Stockholder pursuant to this Agreement, free and clear of any

<PAGE> 11

pledge, lien, security interest, charge, claim, equity or
encumbrance of any kind, other than pursuant to this Agreement;
such Selling Stockholder has full right, power and authority to
sell, transfer and deliver such Shares pursuant to this Agreement;
and, upon delivery of such Shares and payment of the purchase price
therefor as contemplated in this Agreement, each of the
Underwriters will receive good and marketable title to the Shares
purchased by it from such Selling Stockholder, free and clear of
any pledge, lien, security interest, charge, claim, equity or
encumbrance of any kind;

(vii) Certificates for all of the Shares to be sold by such Selling
Stockholder pursuant to this Agreement, in suitable form for transfer by
delivery or accompanied by duly executed instruments of transfer or
assignment in blank with signatures guaranteed, have been placed in
custody with the Custodian for the purpose of effecting delivery pursuant
to this Agreement;

(viii) For a period of 180 days from the date hereof, such Selling
Stockholder will not, without your prior written consent, directly or
indirectly, sell, offer to sell, grant any option for the sale of, or
otherwise dispose of, any shares of Common Stock or securities
convertible into Common Stock, other than to the Underwriters pursuant to
this Agreement; provided that during such period such Selling Stockholder
may make distributions to affiliates for no consideration or gifts of
shares of Common Stock or securities convertible into Common Stock upon
the condition that the donees or distributees agree to be bound by the
foregoing restriction in the same manner as it applies to such Selling
Stockholder; and

(ix) Such Selling Stockholder has not distributed and will not
distribute any prospectus or other offering material in connection with
the offering and sale of the Shares other than any preliminary prospectus
filed with the Commission or the Prospectus or other material permitted
by the Act.

(c) Any certificate signed by any officer of the Company or any Subsidiary
and delivered to you or to counsel for the Underwriters shall be deemed a
representation and warranty by the Company to each Underwriter as to the
matters covered thereby; and any certificate signed by or on behalf of any
Selling Stockholder as such and delivered to you or to counsel for the
Underwriters shall be deemed a representation and warranty by such Selling
Stockholder to each Underwriter as to the matters covered thereby.

2. Purchase, Sale and Delivery Date of Shares. (a) On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company and the Selling Stockholders
agree, severally and not jointly, to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the Company and
each Selling Stockholder, at a purchase price of $[ ] per Firm Share, (i)
in the case of the Company, the number of Firm Shares that bears the same
relation to the number of Firm Shares to be sold by the Company as the number
of Firm Shares set forth opposite the name of such Underwriter in Schedule I
bears to the total number of Firm Shares (such proportion is hereinafter
referred to as such Underwriter's "underwriting obligation proportion") and
(ii) in the case of each Selling

<PAGE> 12

Stockholder, the underwriting obligation proportion of such Underwriter of the
aggregate number of Firm Shares as are proposed to be sold by such Selling
Stockholder and set forth opposite such Selling Stockholder's name in Schedule
II subject, in each case, to such adjustments as you, in your discretion, shall
make to eliminate any sales or purchases of fractional shares.

The Company and the Selling Stockholders will cause to be delivered
certificates for the Firm Shares to the Representative for the accounts of the
Underwriters, against payment of the purchase price by wire transfer in
same-day federal funds denominated in U.S. dollars to accounts specified by the
Company and the Selling Stockholders, at the office of [ ],
or at such other place [in the United States] as shall be agreed upon by the
Company, the Selling Stockholders and the Representative in writing, at 9:00
a.m., New York time, on [ ], 1997, or at such other time not later
than seven full business days thereafter as the Representative, the Company and
the Selling Stockholders determine, such time being herein referred to as the
"First Closing Date".

(b) In addition, upon written notice from the Representative given to the
Company from time to time not more than 30 days subsequent to the date of the
Prospectus, the Underwriters may purchase, only for the purpose of covering
over-allotments, all or fewer than all of the Optional Shares at the purchase
price per Optional Share to be paid for the Firm Shares. The Company agrees to
sell to the Underwriters up to 795,000 Optional Shares at the same purchase
price per share as shall be applicable to the Firm Shares, and the Underwriters
agree, severally and not jointly, to purchase such Optional Shares. Such
Optional Shares shall be purchased from the Company for the account of each
Underwriter in the same proportion as the number of Firm Shares set forth
opposite such Underwriter's name in Schedule I bears to the total number of
Firm Shares subject, in each case, to such adjustments as you, in your
discretion, shall make to eliminate any sales or purchases of fractional
shares. No Optional Shares shall be sold or delivered unless the Firm Shares
previously have been, or simultaneously are, sold and delivered. The right to
purchase the Optional Shares or any portion thereof may be exercised from time
to time and to the extent not previously exercised may be surrendered and
terminated at any time upon written notice by the Representative to the
Company. Each time for the delivery of and payment for the Optional Shares,
being herein referred to as an "Optional Closing Date", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "Closing Date"), shall be not later than five
full business days after written notice of election to purchase Optional Shares
is given.

The Company will deliver certificates for the Optional Shares being
purchased on each Optional Closing Date to the Representative for the accounts
of the several Underwriters, against payment of the purchase price therefor by
wire transfer in same-day federal funds denominated in U.S. dollars to accounts
specified by the Company, at the office of [ ] or at such other place
[in the United States] as the Representative and the Company shall agree in
writing.

3. Certain Agreements of the Company. The Company agrees with each of the
Underwriters:

(i) To file such Prospectus pursuant to Rule 424(b)
under the Act not later than the Commission's close of
business on the second business day

<PAGE> 13

following the execution and delivery of this Agreement, or, if
applicable, such earlier time as may be required by Rule 430A(a)(3)
under the Act; to make no further amendment or any supplement to
the Registration Statement or Prospectus which shall be reasonably
disapproved by you promptly after reasonable notice thereof; to
advise you, promptly after the Company receives notice thereof, of
the time when any amendment to the Registration Statement has been
filed or becomes effective or any supplement to the Prospectus or
any amended Prospectus has been filed and to furnish you copies
thereof; to advise you, promptly after the Company receives notice
thereof, of the issuance by the Commission of any stop order or of
any order preventing or suspending the use of any Preliminary
Prospectus or Prospectus, of the suspension of the qualification of
the Shares for offering or sale in any jurisdiction, of the
initiation or threatening of any proceeding for any such purpose,
or of any request by the Commission for the amending or
supplementing of the Registration Statement or Prospectus or for
additional information; and, in the event of the issuance of any
stop order or of any order preventing or suspending the use of any
Preliminary Prospectus or Prospectus or suspending any such
qualification, promptly to use its best efforts to obtain the
withdrawal of such order;

(ii) If, at any time when a prospectus relating to the Shares is
required to be delivered under the Act at any time prior to the
expiration of nine months after the time of issue of the Prospectus, in
connection with sales by any Underwriter or dealer, any event occurs as a
result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made when such prospectus is
delivered, not misleading, or if for any other reason it is necessary
during such same period to amend the Prospectus to comply with the Act,
to promptly notify the Representative of such event and will promptly,
upon the mutual agreement of you and the Company, prepare and file with
the Commission, at its own expense, an amendment or supplement which will
correct such statement or omission or an amendment which will effect such
compliance;

(iii) To furnish to you as many copies of the
Registration Statement as originally filed and of all
amendments thereto, whether filed before or after the
Registration Statement becomes effective, copies of all
exhibits and documents filed therewith and signed copies of
all consents and certificates of experts, as you may
reasonably request; to furnish to you, for each other
Underwriter, one conformed copy of the Registration Statement
as originally filed and each amendment thereto (without
exhibits); and to deliver to each Underwriter each related
Preliminary Prospectus, and, so long as delivery of a
prospectus relating to the Shares is required to be delivered
under the Act in connection with sales by any Underwriter or
dealer, the Prospectus and all amendments and supplements to
such documents, as the Representative reasonably requests; the
Prospectus shall be so furnished, to the extent practicable,
on or prior to [ ] p.m., London time, on the business day
following the later of the execution and delivery of this
Agreement or the effective time of the Registration Statement
and all other such documents shall be so furnished as soon as
available; and the Company will pay the expenses of printing
and distributing to the Underwriters all such

<PAGE> 14

documents;

(iv) Promptly from time to time to take such action as you may
reasonably request to qualify the Shares for offering and sale under the
securities laws of such U.S. jurisdictions as you may request and to
comply with such laws so as to permit the continuance of sales and
dealings therein in such U.S. jurisdictions for as long as may be
necessary to complete the distribution of the Shares, provided that in
connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in
any jurisdiction;

(v) To make generally available to its stockholders as soon as
practicable, but in any event not later than eighteen months after the
effective date of the Registration Statement (as defined in Rule 158(c)
under the Act), an earnings statement of the Company and its Subsidiaries
(which need not be audited) complying with Section 11(a) of the Act and
the Rules and Regulations;

(vi) During the period of five years hereafter, to furnish to the
Representative and, upon request, to each of the other Underwriters, as
soon as practicable after the end of each fiscal year, a copy of its
annual report to stockholders for such year and (A) as soon as available,
a copy of each report of the Company filed with the Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
mailed to stockholders;

(vii) To use the net proceeds received by it from the sale of the
Shares pursuant to this Agreement in the manner specified in the
Prospectus under the caption "Use of Proceeds" and will submit to you,
after receipt from you of any necessary information as to the
Underwriters' activities, at least five days prior to filing, the
proposed form of any report on Form SR under Rule 463 of the Rules and
Regulations and will not file any such report to which you may reasonably
object;

(viii) During the period beginning from the date hereof and
continuing to and including the date 180 days after the date of the
Prospectus, not to, directly or indirectly, offer, sell, contract to sell
or otherwise dispose of, except as provided under or described in this
Agreement or the Prospectus, any Shares or other shares of Common Stock
of the Company, including but not limited to any securities that are
convertible into or exchangeable for, or that represent the right to
receive any Shares or such other shares of Common Stock or any other
substantially similar securities, without the prior written consent of
the Representative;

(ix) Not to (and to cause its Subsidiaries and affiliates not to)
take, directly or indirectly, any action which is designed to or which
constitutes or which might reasonably be expected to cause or result in
the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Shares;

(x) To file with the Commission such reports on Form SR as may be
required by Rule 463 under the Act;

<PAGE> 15

(xi) To take all such actions as are necessary to assure that the
Company is not an "investment company" (as defined in the Investment
Company Act) subsequent to the last Closing Date;

(xii) To file with Nasdaq all documents and notices required by
Nasdaq of companies that have issued securities that are traded in the
over-the-counter market and quotations for which are reported by Nasdaq;
and

(xiii) For a period of five years after the Closing Date, to furnish
to you and, upon request, to each Underwriter, copies of all annual
reports, quarterly reports and current reports filed with the Commission
on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be
designated by the Commission, and such other documents, reports and
information as shall be furnished by the Company to its stockholders or
security holders generally.

4. Conditions of the Obligations of the Underwriters. The Obligations of
the Underwriters to purchase and pay for the Firm Shares on the First Closing
Date and the Optional Shares to be purchased on each Optional Closing Date will
be subject to the accuracy in all material respects of the representations and
warranties of the Company and the Selling Stockholders herein as though made on
and as of the applicable Closing Date, the compliance in all material respects
by the Company and the Selling Stockholders with all of the covenants and
obligations required to be complied with or performed hereunder on or prior to
such Closing Date and to each of the following additional conditions precedent:

(a) The Company shall have delivered to you a certificate, dated the
applicable Closing Date and signed by one or more executive officers of
the Company, to the effect that (i) the representations and warranties of
the Company contained in this Agreement are true and correct as of such
Closing Date; (ii) the Company has complied with all of the agreements
and satisfied all of the conditions on its part to be performed or
satisfied hereunder on or before such Closing Date; (iii) the Company's
Registration Statement as filed under the Act has become effective; no
stop order suspending the effectiveness of the Registration Statement or
any part thereof has been, issued and no proceedings for that purpose
have been initiated or to the best knowledge of the Company, threatened
by the Commission; the Prospectus has been filed with the Commission
pursuant to Rule 424(b) under the Act within the applicable time period
specified in accordance with Section 3(i) hereof; and all requests for
additional information on the part of the Commission have been complied
with; (iv) the Registration Statement and the Prospectus, as they may
then be amended or supplemented, shall contain all statements that are
required to be stated therein under the Act and the regulations
promulgated thereunder and in all material respects shall conform to the
requirements of the Act and the regulations promulgated thereunder, the
Company shall have complied with Rule 430A (if it shall have elected to
rely thereon) and neither the Registration Statement nor the Prospectus,
as they may then be amended or supplemented, shall contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; (v) there shall not have been, since the respective dates as
of which information is given in the Registration Statement, any material
adverse

<PAGE> 16

change in the condition (financial or otherwise), earnings, business or
business prospects of the Company and its Subsidiaries, taken as a whole,
whether or not arising in the ordinary course of business, and (vi) no
action, suit or proceeding shall be pending or, to the knowledge of the
Company, threatened against the Company or any Subsidiary that would be
required to be set forth in the Prospectus other than as set forth
therein and no proceedings shall be pending or, to the knowledge of the
Company, threatened against the Company or any Subsidiary before or by
any government, governmental instrumentality or court, domestic or
foreign, that could result in any material adverse change in the
condition (financial or otherwise), earnings, business or business
prospects of the Company and its Subsidiaries, taken as a whole, other
than as set forth in the Prospectus;

(b) Each Selling Stockholder shall have delivered to you a
certificate, dated the applicable Closing Date, to the effect that (i)
the representations and warranties of each Selling Stockholder set forth
in Section 1(b) shall be accurate as though expressly made at and as of
the applicable Closing Date and (ii) such Selling Stockholder has
complied in all material respects with all agreements and satisfied in
all material respects all conditions on its part to be performed or
satisfied hereunder on or before the Closing Date;

(c) Shearman & Sterling, U.S. counsel for the Underwriters, shall
have delivered to you their written opinion, dated the applicable Closing
Date, with respect to the Registration Statement, the Prospectus and
other related matters as you may reasonably request;

(d) Arent Fox Kintner Plotkin & Kahn, U.S. counsel for the Company
and the Selling Stockholders, shall have delivered to you their written
opinion, dated the applicable Closing Date, to the effect set forth in
Annex A hereto;

(e) [ ], Polish counsel for the Company and the
Selling Stockholders, shall have delivered to you their written opinion,
dated the applicable Closing Date, to the effect set forth in Annex B
hereto;

(f) Arent Fox Kintner Plotkin & Kahn, Hungarian counsel for the
Company and the Selling Stockholders, shall have delivered to you their
written opinion, dated the applicable Closing Date, to the effect set
forth in Annex C hereto;

(g) Weil, Gotshall & Manges, U.S. counsel for the Hungarian American
Equity Fund, Euroventures (Hungary) B.V. and Poland Partners L.P., shall
have delivered to you their written opinion , dated the applicable
Closing Date, to the effect set forth in paragraphs (iv), (v), (vi) and
(vii) of Annex A with respect to such Selling Stockholders.

(h) KPMG Polska Sp. z o.o, independent public accountants, shall
have delivered to you on the date hereof a letter or letters to the
effect set forth in Annex D hereto;

(i) KPMG Polska Sp. z o.o, independent public accountants, shall

<PAGE> 17

have delivered to you a letter, dated the applicable Closing Date, to the
effect that they reaffirm the statements made in Section 4(g) and as set
forth in Annex E hereto;

(j) The Company shall have delivered to you a certificate, dated the
applicable Closing Date and signed by the secretary of the Company, to
the effect set forth in Annex F hereto;

(k) At the applicable Closing Date, counsel for the Underwriters
shall have been furnished with all such documents, certificates and
opinions as they may request for the purpose of enabling them to pass
upon the issuance and sale of the Shares as contemplated in this
Agreement and the matters referred to in Section 4(c) and in order to
evidence the accuracy and completeness of any of the representations,
warranties or statements of the Company or the Selling Stockholders, the
performance of any of the covenants of the Company, or the fulfillment of
any of the conditions herein contained; and all proceedings taken by the
Company and the Selling Stockholders at or prior to the applicable
Closing Date in connection with the authorization, issuance and sale of
the Shares as contemplated in this Agreement shall be satisfactory in
form and substance to you and to counsel for the Underwriters;

(l) Subsequent to the execution and delivery of this Agreement,
there shall not have occurred (i) any suspension or limitation of trading
in securities generally on either the New York Stock Exchange or the
American Stock Exchange or in the over-the-counter market, or any setting
of minimum prices for trading on such exchanges, or any suspension of
trading of any securities of the Company on any exchange or in the
over-the-counter market; (ii) any banking moratorium declared by U.S.
Federal, New York State, Hungarian or Polish authorities; (iii) any
outbreak or material escalation of major hostilities in which the United
States, Hungary or Poland is involved, any declaration of war by the
United States Congress or any other substantial national or international
calamity or emergency; (iv) any material adverse change, or any
development or event involving a prospective material adverse change in
the condition (financial or other), earnings, business or business
prospects of the Company or its Subsidiaries, taken as a whole; (v) any
material adverse change, or any development or event involving a
prospective material adverse change, in United States, Hungarian or
Polish tax laws or foreign investment regulations or interpretations
thereof, or in the imposition of exchange controls by the United States,
Hungary or Poland; or (vi) any change in national or international
political, financial or economic conditions or national or international
financial markets or currency exchange rates or controls, if, in the
judgment of the Representative the effect of any such event specified in
clauses (i), (ii), (iii), (iv), (v), or (vi) makes it impractical or
inadvisable to proceed with the completion of the public offering or the
sale of and payment for the Shares;

(m) The Registration Statement and all post-effective
amendments thereto shall have become effective and any and all
filings required by Rule 424 and Rule 430A of the Rules and
Regulations shall have been made, and any request of the
Commission for additional information (to be included in the
Registration Statement or otherwise) shall have been disclosed
to the

<PAGE> 18

Representative and complied with to their reasonable satisfaction.
No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and
no proceedings for that purpose shall have been taken or, to the
knowledge of the Company or the Selling Stockholders, shall be
contemplated by the Commission and no injunction, restraining
order, or order of any nature by a Federal or state court of
competent jurisdiction shall have been issued as of the Closing
Date which would prevent the issuance of the Shares;

(n) The Shares to be sold by the Company and the Selling
Stockholders on each Closing Date shall have been duly listed on Nasdaq,
subject to notice of issuance; and

(o) The Representative shall have received executed "Lock-up
Letters" in the form of Annex G hereto from all of the stockholders of
the Company designated by the Representative.

5. Indemnification and Contribution. (a) The Company and each Selling
Stockholder will indemnify and hold harmless each Underwriter and each person,
if any, who controls any Underwriter within the meaning of Section 15 of the
Act, against losses, claims, damages or liabilities, joint or several, to which
such Underwriters, or any person who controls any Underwriter within the
meaning of Section 15 of the Act, may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in any Preliminary
Prospectus, the Registration Statement or the Prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, provided, however,
that the Company and the Selling Stockholders shall not be liable in any case
to the extent that any such loss, claim, damage or liability arises out of or
is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any Preliminary Prospectus, the Registration Statement
or the Prospectus or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company or the Selling
Stockholders by any Underwriter through the Representative expressly for use
therein; and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim as such expenses are incurred provided,
further, that the liability of each Selling Stockholder, other than Messrs.
Brown, Henry and Depenbusch, under this Section 8(b) shall in no event exceed
the net proceeds of the sale of the Shares being sold by such Selling
Shareholder.

(b) Each Underwriter severally will indemnify and
hold harmless the Company and each Selling Stockholder and
each person, if any, who controls the Company or any Selling
Shareholder within the meaning of Section 15 of the Act,
against any losses, claims, damages or liabilities to which
the Company or any Selling Stockholder, or any person who
controls the Company or any Selling Shareholder, may become
subject, under the Act or otherwise, insofar as such losses,
claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or
alleged untrue statement of a material fact contained in

<PAGE> 19

any Preliminary Prospectus, the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or arise out of
or are based upon the omission or alleged omission to state therein
a material fact required to be stated thereunder or necessary to
make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made
in any Preliminary Prospectus, the Registration Statement or the
Prospectus or any such amendment or supplement in reliance upon the
conformity with written information furnished to the Company or any
Selling Stockholder by such Underwriter through the Representative
expressly for use therein; and will reimburse the Company and each
Selling Stockholder, or any person who controls the Company or any
Selling Shareholder, for any legal or other expenses reasonably
incurred by the Company or any Selling Stockholder, or any person
who controls the Company or any Selling Shareholder, in connection
with investigating or defending any such action or claim as such
expenses are incurred.

The indemnity agreements contained in paragraphs (a) and (b) above with
respect to any untrue statement contained in or any omission from a preliminary
prospectus shall not inure to the benefit of Section 15 of the 1933 Act) from
whom the person asserting any such loss, liability, claim, damage or expense
purchased any of the Shares that are the subject thereof if the Company or a
Selling Shareholder shall sustain the burden of proving that such person was
not sent or given a copy of the Prospectus (or the Prospectus as amended or
supplemented) at or prior to the written confirmation of the sale of such
Shares to such person and the untrue statement contained in or the omission
from such preliminary prospectus was corrected in the Prospectus (or the
Prospectus as amended or supplemented).

(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencements of any action, such indemnified party
shall, if a claim in respect thereof is to be made against any indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
shall not relieve the indemnifying party from any liability which it may have
to any indemnified party otherwise than under such subsection.

(d) If the indemnification provided for in this Section 5 is unavailable
to or insufficient to hold harmless an indemnified party under subsection (a)
or (b) above in respect of any losses, claims, damages or liabilities (or
actions in respect thereof) referred to therein, then each indemnifying party,
in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Selling Stockholders, respectively, on the one hand, and the Underwriters on
the other, from the offering of the Shares. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable
law or if the indemnified party failed to give the notice required under
subsection (c) above, then each indemnifying party shall contribute to such
amount paid or payable by such indemnified party in such proportion as is
appropriate to reflect not only relative benefits but also the relative fault
of the Company and the Selling Stockholders, respectively, on the one hand, and
the Underwriters, on the other, in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect

<PAGE> 20

thereof), as well as any other relevant equitable considerations. The relative
benefits received by the Company and the Selling Stockholders, respectively, on
the one hand, and the Underwriters, on the other, shall be deemed to be in the
same proportion as the total net proceeds from the offering of the Shares
purchased under this Agreement (before deducting expenses) received by the
Company and the Selling Stockholders bear to the total underwriting commissions
received by the Underwriters with respect to the Shares purchased under this
Agreement, in each case as set forth in table on the cover page of the
Prospectus. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact related to
information supplied by the Company and the Selling Stockholders, respectively,
on the one hand, or the Underwriters, on the other, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company, the Selling Stockholders and the
Underwriters agree that it would not be just and equitable if contributions
pursuant to this subsection (d) were determined by pro rata allocation (even if
the Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The amount paid or
payable by an indemnified party as a result of the losses, claims, damages or
liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall he deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), (i) no Underwriter shall
be required to contribute any amount in excess of the underwriting commissions
applicable to the Shares underwritten by it and distributed to the public less
the amount of any damages which such Underwriter has otherwise been required to
pay by reason of such untrue or alleged untrue statement or omission or alleged
omission and (ii) no Selling Stockholder, other than Messrs. Brown, Henry and
Depenbusch, shall be required to contribute any amount in excess of the net
proceeds of the sale of Shares being sold by such Selling Stockholder
hereunder. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this subsection (d) to contribute are several in
proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Company and the Selling Stockholders under this
Section 5 shall be in addition to any liability which the Company and the
Selling Stockholders may otherwise have and shall extend, upon the same terms
and conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section
5 shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company and to each person, if any, who controls
the Company within the meaning of the Act.

(f) The obligations of the Company and each Selling Stockholder pursuant
to this Section 5 are joint and several; provided, however, that, with respect
to each claim pursuant to this Section 5, the Company shall be liable for the
full amount of such claim, while each Selling Stockholder shall only be liable
in an

<PAGE> 21

amount equal to that portion of such claim that is in the same proportion to
the whole claim as the number of Shares being sold by such Selling Stockholder
bears to the total number of Shares.

6. Expenses. The Company covenants and agrees with the Underwriters that
the Company will pay or cause to be paid, the following: (i) the fees,
disbursements and expenses of the Company's and the Selling Stockholders' U.S.
and local counsel and accountants in connection with the registration of the
Shares under the Act and under the Exchange Act and all other expenses in
connection with the preparation, printing and filing of the Registration
Statement, any Preliminary Prospectus and the Prospectus and amendments and
supplements thereto and the mailing and delivering of copies thereof to the
Underwriters, dealers and prospective investors; (ii) all expenses in
connection with the qualification of the Shares for offering and sale under
state or foreign securities laws as provided in Section 3(iv) hereof, including
the reasonable fees and disbursements of U.S. counsel for the Underwriters in
connection with such qualification and in connection with any Blue Sky Survey;
(iii) all expenses in connection with listing the Shares on Nasdaq; (iv) the
filing fees in connection with obtaining required approvals from the NASD; (v)
the cost, if any, of preparing stock certificates evidencing the Shares; (vi)
the cost and charges of any transfer agent or registrar; (vii) to the
Representative for the account of the several Underwriters up to a total of
$1,000,000 for all reasonable expenses, such as legal fees, listing fees,
printing costs, accountants' fees, roadshow expenses (other than the Company's
travelling costs in connection with the roadshow), out-of-pocket expenses, etc.
related to the offering of Shares; and (viii) all other reasonable costs and
expenses incident to the performance of the Company's and the Selling
Stockholders' obligations hereunder which are not otherwise specifically
provided for in this Section; all requests for reimbursement of expenses of the
Representative for the account of the several Underwriters shall be accompanied
by a reasonably detailed statement of expenses incurred, along with appropriate
supporting documentation.

7. Default of Underwriters. (a) If any Underwriter or Underwriters
default in their obligations to purchase Shares hereunder on either the First
Closing Date or any Optional Closing Date and the aggregate number of Shares
that such defaulting Underwriter or Underwriters agreed but failed to purchase
does not exceed 10% of the total number of Shares that the Underwriters are
obligated to purchase on such Closing Date, the Representative may make
arrangements satisfactory to the Company and the Selling Stockholders for the
purchase of such Shares by other persons, including any of the Underwriters,
but if no such arrangements are made by such Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective
commitments hereunder, to purchase the Shares that such defaulting Underwriters
agreed but failed to purchase on such Closing Date.

(b) If any Underwriter or Underwriters so default and the aggregate number
of Shares with respect to which such default or defaults occur exceeds 10% of
the total of Shares that the Underwriters are obligated to purchase on such
Closing Date and arrangements satisfactory to the Representative, the Company
and the Selling Stockholders for the purchase of such Shares by other persons
are not made within 36 hours after such default, this Agreement will terminate
without liability on the part of any non-defaulting Underwriter, the Company or
the Selling Stockholders, except the provisions of Sections 5 and 9 shall

<PAGE> 22

remain in effect (provided that if such default occurs with respect to Shares
after the First Closing Date, this Agreement will not terminate as to the Firm
Shares or any Optional Shares purchased prior to such termination). As used in
this Agreement, the term "Underwriter" includes any person substituted for an
Underwriter under this Section 7. Nothing herein will relieve a defaulting
Underwriter from liability for its default.

8. Default by a Selling Stockholder or the Company. If any Selling
Stockholder shall fail at the applicable Closing Date to sell and deliver the
number of Firm Shares that such Selling Stockholder is obligated to sell, the
Company and the non-defaulting Selling Stockholders shall have the right,
within 24 hours thereafter, to make arrangements for one or more of the Company
and the non-defaulting Selling Stockholders to sell upon the terms set forth in
this Agreement all, but not less than all, of such defaulted Firm Shares in
such amounts as may be agreed upon and to which the Underwriters do not
reasonably object; if, however, such arrangements have not been completed
within such 24-hour period, then the Underwriters may, at your option, by
notice from you to the Company, either (a) terminate this Agreement without any
liability on the part of any non-defaulting party except to the extent provided
in Section 6 or (b) elect to purchase the Firm Shares that the Company and the
remaining Selling Stockholders have agreed to sell pursuant to this Agreement.

In the event of a default under this Section that does not result in the
termination of this Agreement, either you or the Company shall have the right
to postpone the applicable Closing Date for a period not exceeding seven days
in order to effect any required changes in the Registration Statement or
Prospectus or in any other documents or arrangements.

If the Company shall fail at the applicable Closing Date to sell and
deliver the number of Shares that it is obligated to sell, then this Agreement
shall terminate without any liability on the part of any non-defaulting party
except to the extent provided in Section 6 and except that the provisions of
Sections 5 and 9 shall remain in effect.

No action taken pursuant to this Section shall relieve the Company or any
Selling Stockholder so defaulting from liability, if any, in respect of such
default.

9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of
the Company or its officers, the Selling Stockholders and of the Underwriters
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of an investigation, or statement as to the results thereof,
made by or on behalf of any Underwriter, the Company or the Selling
Stockholders or any of their respective representatives, officers or directors
or any controlling person, and will survive delivery of and payment for the
Shares. If this Agreement is terminated pursuant to Section 7 or 8 or if for
any reason the purchase of the Shares by the Underwriters is not consummated,
the Company shall remain responsible for the expenses to be paid or reimbursed
by it pursuant to Section 6, and the respective obligations of the Company, the
Selling Stockholders and the Underwriters pursuant to Section 5 shall remain in
effect, and if any Shares have been purchased hereunder the representations and
warranties in Section 1 and all

<PAGE> 23

obligations under Section 3 shall also remain in effect. If the purchase of
the Shares by the Underwriters is not consummated for any reason other than
solely because of the termination of this Agreement pursuant to Section 7 or 8
or the occurrence of any event specified in Section 4(k), the Company will
reimburse the Underwriters for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by them in connection with the
offering of the Shares.

10. Consent to Jurisdiction. Each of the parties hereto irrevocably
agrees that any legal suit, action or proceeding arising out of or based upon
this Agreement or the transactions contemplated hereby by an Underwriter, the
directors, officers, employees or agents of any Underwriter or by each person,
if any, who controls any Underwriter, may be instituted in any New York State
or U.S. Federal court sitting in the Borough of Manhattan, New York City, New
York, U.S.A., irrevocably waives, to the extent permitted by applicable law,
any objection which it may now or hereafter have to the laying of venue of any
such proceeding and irrevocably submits to the nonexclusive jurisdiction of
such courts in any such suit, action or proceeding. The Company and each of
the Selling Stockholders has appointed CT Corporation System, 1633 Broadway,
New York, NY 10019, as its authorized agent (the "Authorized Agent") upon which
process may be served in any such action arising out of or based on this
Agreement or the transactions contemplated hereby which may be instituted in
any New York court by any Underwriter or by any person who controls any
Underwriter, expressly consents to the jurisdiction of any such court in
respect of any such action, and waives any other requirements of or objections
to personal jurisdiction with respect thereto. Such appointment shall be
irrevocable for a period of three years from the Closing Date. The Company and
each of the Selling Stockholders represents and warrants that the Authorized
Agent has agreed to act as said agent for service of process and the Company
and each of the Selling Stockholders agrees to take any and all action,
including the filing of any and all documents and instruments, that may be
necessary to continue such appointment in full force and effect as aforesaid
for a period of three years from the Closing Date. Service of process upon the
Authorized Agent and written notice of such service to the Company and each of
the Selling Stockholders shall be deemed, in every respect, effective service
of process upon the Company.

11. Currency Indemnity. The obligation of the Company or any Selling
Stockholders in respect of any sum due to any Underwriter shall,
notwithstanding any judgment in a currency other than United States dollars,
not be discharged until the first business day following receipt by such
Underwriter of any sum adjudged to be so due in such other currency, on which
(and only to the extent that) such Underwriter may in accordance with normal
banking procedures purchase United States dollars promptly with such other
currency; if the United States dollars so purchased are less than the sum
originally due to such Underwriter hereunder, the Company and the Selling
Stockholders agree, as a separate obligation and notwithstanding any such
judgment, to indemnify such Underwriter against such loss. If the United
States dollars so purchased are greater than the sum originally due to such
Underwriter hereunder, such Underwriter agrees to pay to the Company and the
Selling Stockholders an amount equal to the excess of the dollars so purchased
over the sum originally due to such Underwriter hereunder.

12. Notices. All communications hereunder will be in writing and unless
otherwise provided herein, shall be deemed to have been duly given if

<PAGE> 24

delivered, mailed or transmitted by any standard form of telecommunication, if
sent to the Underwriters, will be mailed, delivered or telegraphed and
confirmed to ING Barings, 60 London Wall, London EC2M 5TQ, Attention: David
Herbert, or by facsimile transmission to [ ]; if sent to the
Company, will be mailed, delivered or telegraphed and confirmed to the Company
at Euronet Services Inc., Zsigmond TJr 10, H-1023 Budapest, Hungary, Attention:
Daniel Henry, or by facsimile transmission to
[ ]; provided, however, that any notice to an Underwriter pursuant
to Section 5 will be mailed, delivered or telegraphed and confirmed to such
Underwriter.

13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 5, and no
other person will have any right or obligation hereunder.

14. Representation. The Representative will act for the Underwriters in
connection with the transactions contemplated by this Agreement, and any action
under, or in respect of, this Agreement taken by the Representative will be
binding upon all of the Underwriters.

15. Information Provided by Underwriters. The Company, the Selling
Stockholders and the Underwriters acknowledge and agree that the only
information furnished or to be furnished by any Underwriter to the Company for
inclusion in any Preliminary Prospectus, Prospectus or the Registration
Statement consists of the information set forth in the last paragraph on the
front cover page (insofar as such information relates to the Underwriters),
legends required by Item 502(d) of Regulation S-K under the Act and the
information appearing in the list of the names of the Underwriters and number
of Shares to be purchased by each Underwriter and [ ] under the caption
"Underwriting" in the Prospectus.

16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same agreement.

17. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

If the foregoing is in accordance with your understanding, please sign and
return to us counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof
shall constitute a binding agreement among each of the Underwriters, the
Company and the Selling Stockholders. It is understood that your acceptance of
this letter on behalf of each of the Underwriters is pursuant to the authority
set forth in a form of an Agreement Among Underwriters, the form of which shall
be submitted to the Company for examination upon request, but without warranty
on your part as to the authority of the signers thereof.

<PAGE> 25

Very truly yours,

EURONET SERVICES INC.

By:
Name: Title:

The Selling Stockholders listed in
Schedule II

By:
Name: Title: Attorney-in-Fact

Accepted as of the date hereof:

ING BARINGS (U.S.) SECURITIES, INC.
ARNHOLD AND S BLEICHROEDER
NOMURA SECURITIES INTERNATIONAL, INC.

<TABLE>
<S> <C>
By: Baring Brothers Limited

By:
-----------------------
Name:
Title:
</TABLE>

For itself and as Representative of the several U.S.
Underwriters listed in Schedule I

ING BARINGS (U.S.) SECURITIES, INC.
ARNHOLD AND S BLEICHROEDER
NOMURA SECURITIES INTERNATIONAL, INC.

<TABLE>
<S> <C>
By: Baring Brothers Limited

By:
-----------------------
Name:
Title:
</TABLE>

For itself and as Representative of the several U.S.
Underwriters listed in Schedule I

<PAGE> 26

SCHEDULE I

<TABLE>
<CAPTION>
Number of Optional
Shares to be
Total Number of Purchased if Total Number of
Firm Shares to be Maximum Option Firm Shares and
U.S. Underwriter Purchased Exercised Optional Shares
- ------------------------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C>
ING Baring (U.S.) Securities, Inc....
Arnhold and S Bleichroeder, Inc......
Nomura Securities International, Inc.
International Underwriter
- -------------------------------------
Baring Brothers Limited..............
Credit Suisse First Boston "Europe"
Limited..............................
Nomura International.................
Total................................ 3,088,042 795,000 3,883,042
</TABLE>

<PAGE> 27

SCHEDULE II

<TABLE>
<CAPTION>
Total Number of
Firm Shares to be
Selling Stockholder Sold
- ------------------- --------------------
<S> <C>
Total.............. ________
</TABLE>

<PAGE> 28

ANNEX A

FORM OF OPINION OF ARENT FOX KINTNER PLOTKIN & KAHN

(i) Euronet Services Inc. (the "Company") has been duly organized
and is validly existing under the laws of the State of Delaware, has the
corporate power and authority under such laws to own or lease, as the
case may be, and operate its properties and conduct its business as
described in the Prospectus;

(ii) The Company has an authorized capital stock as described in the
Prospectus and all outstanding shares of Common Stock have been validly
issued and are fully paid and non-assessable and conform to the
descriptions thereof in the Prospectus and are free of any encumbrances,
equities or claims and were not issued in violation of any preemptive or
other similar rights of any stockholder of the Company, respectively;
there are no outstanding securities convertible into or exchangeable for,
or warrants, rights or options to purchase from the Company, or
obligations of the Company to issue, shares of Common Stock or any other
class of share capital of the Company (except, in any such case, as set
forth in the Prospectus); the Shares are freely transferable by the
Company and the Selling Stockholders to or for the account of the several
Underwriters and the initial purchasers thereof in the manner
contemplated herein; the Shares to be sold have been duly authorized and,
after payment and delivery thereof, will be validly issued, fully paid,
non-assessable, not subject to any preemptive rights and will conform to
the descriptions thereof in the Prospectus; and there are no restrictions
on subsequent transfers of Shares, except as disclosed in the Prospectus;

(iii) The Company has full legal right, power and authority to
consummate the Reorganization (as defined in the Prospectus) and to enter
into each of the Underwriting Agreement and the Exchange Agreement and to
perform the transactions contemplated therein; the Reorganization has
been duly authorized; each of the Underwriting Agreement and the Exchange
Agreement has been duly authorized, executed and delivered by the
Company; and, assuming the Exchange Agreement has been duly authorized,
executed and delivered by the other parties thereto, the Exchange
Agreement constitutes a legally binding agreement of the Company
enforceable against the Company in accordance with its terms, except as
may be limited by Bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to or affecting creditor's rights generally.

(iv) The Underwriting Agreement, the Exchange Agreement and the
Custody Agreement have been duly executed and delivered by the Selling
Stockholders named in Exhibit A hereto or by an Attorney-in-Fact on
behalf of such Selling Stockholders, and each of the Selling Stockholders
named in Exhibit A hereto has duly executed and delivered such Selling
Stockholder's respective Power of Attorney;

(v) Each Selling Stockholder named in Exhibit A hereto has valid and
marketable title to the Shares to be sold by such Selling Stockholder
pursuant to the Underwriting Agreement, free and clear of any pledge,
lien, security interest, charge, claim, equity or encumbrance of any
kind, and has full right, power and authority to sell, transfer and
deliver such Shares

<PAGE> 29

pursuant to the Underwriting Agreement. By delivery of a certificate or
certificates therefor such Selling Stockholder will transfer to the
Underwriters who have purchased such Shares pursuant to the Underwriting
Agreement (without notice of any defect in the title of such Selling
Stockholder and who are otherwise bona fide purchasers for purposes of
the Uniform Commercial Code) valid and marketable title to such Shares,
free and clear of any pledge, lien, security interest, charge, claim,
equity or encumbrance of any kind;

(vi) Each Attorney-in-Fact has been duly authorized by each Selling
Stockholder named in Exhibit A hereto to deliver the Shares on behalf of
such Selling Stockholder in accordance with the terms of the Underwriting
Agreement.

(vii) Upon registration of the Shares to be sold by the Selling
Shareholders named in Exhibit A hereto pursuant to the Underwriting
Agreement in the names of the Underwriters in the records of the transfer
agent for the Shares, and assuming the Underwriters had purchased such
Shares in good faith and without notice of any adverse claim within the
meaning of Section 8-302(2) of the Uniform Commercial Code as in effect
in the State of New York, the Underwriters will have acquired all rights
of the Selling Shareholders in such Shares free of any adverse claim,any
lien in favor of the Company, or to the knowledge of such counsel, any
other party, and any restrictions on transfer imposed by or through the
Company; and the owner of such Shares, if other than such Selling
Shareholders is precluded from asserting against the Underwriters the
ineffectiveness of any authorized endorsement;] and

(viii) (a) the Company and the Subsidiaries have good title to all
properties (real and personal) described in the Prospectus as owned by
them, free and clear of any encumbrances, equities or claims, except such
encumbrances as are described in the Prospectus or which would not
reasonably be expected to have a material adverse effect on the financial
condition, earnings or business of the Company and its Subsidiaries taken
as a whole; (b) any properties described in the Prospectus held under
lease by the Company and the Subsidiaries are held under valid and
enforceable leases with such exceptions as are not material and do not
interfere in any material respects with the use made or proposed to be
made of such properties as contemplated in the Prospectus by the Company
and the Subsidiaries; and, to the best of our knowledge, there is no
material claim of any sort that has been asserted by anyone adverse to
the rights of the Company or the Subsidiaries under any of the leases
mentioned above;

(ix) To the best of our knowledge (a) the Company and the
Subsidiaries have all licenses, concessions, franchises, permits,
authorizations, approvals and orders of and from all governmental
regulatory bodies that are necessary to own or lease, as the case may be,
their properties and conduct their businesses as described in the
Prospectus; (b) all of such licenses, concessions, franchises, permits,
authorizations, approvals and orders are in full force and effect under
applicable law and the Company and the Subsidiaries are in compliance
with all material terms and requirements applicable thereto and (c) no
condition or event has occurred and is continuing that could reasonably
be expected to cause the revocation, cancellation, lapsing, expiration or
termination of such licenses, concessions,

<PAGE> 30

franchises, permits, authorizations, approvals or orders;

(x) There are no material legal or governmental proceedings pending
or, to the best of our knowledge, threatened to which the Company or any
Subsidiary is a party or to which any of the properties of the Company or
any Subsidiary is subject;

(xi) No consent, approval, authorization, notification or order of,
or filing or recordation with, any court or governmental agency or
regulatory body is required to be obtained by the Company for the
consummation by the Company of the transactions contemplated by the
Underwriting Agreement, except (A) the registration of the Shares under
the Act, (B) such governmental authorizations, as have been duly obtained
and are in full force and effect and copies of which have been furnished
to you, (C) such governmental authorizations as may be required under
U.S. securities laws in connection with the purchase and distribution of
the Shares by or for the account of the Underwriters, and (D) such
consents, approvals, authorizations, notification, orders, filings,
recordations or registrations as may be required under the blue sky laws
of any jurisdiction of the United States in connection with the purchase
and distribution of the Shares by the Underwriters;

(xii) The Company is not in violation of its charter or by-laws or,
to the best of our knowledge, after due inquiry, in default in the
performance or observance of any material obligation, agreement, covenant
or condition contained in any indenture, mortgage, deed of trust, loan
agreement, lease or other agreement or instrument to which it is a party
or by which it or any of its properties may be bound; except to the
extent that such violation or default would not have a material adverse
effect on the financial condition, earnings, business of the Company and
its Subsidiaries, taken as a whole;

(xiii) (A) The issuance of the Shares being sold by the Company
against payment therefor under the Underwriting Agreement, (B) the sale
and delivery of the Shares to be delivered on the date hereof by the
Company and the Selling Stockholders, (C) the execution, delivery and
performance of the Underwriting Agreement, (D) the consummation of the
Reorganization, and (E) the consummation of the transactions herein
contemplated, will not result in a breach or violation by the Company of,
or constitute a default under, any statute, rule, regulation or order of
any governmental agency or body in any court having jurisdiction over the
Company or any Subsidiary of the Company or any of their properties, or
any agreement or instrument to which the Company or any such Subsidiary
is a party or by which the Company or any such Subsidiary is bound or to
which any of the properties of the Company or any such Subsidiary is
subject;

(xiv) To the best of our knowledge, there are no contracts,
agreements or understandings between the Company and any person granting
such person rights to require the Company to file a registration
statement under the Act with respect to any securities of the Company
owned or to be owned by such person, or to require the Company to include
such securities in securities registered pursuant to the Registration
Statement or in any securities being registered pursuant to any other
registration statement filed by the Company under the Act;

<PAGE> 31

(xv) The Company has, pursuant to Section 10 of the Underwriting
Agreement, validly submitted to the jurisdiction of any U.S. Federal or
State court located in the Borough of Manhattan, the City of New York,
New York, has validly waived any objection to the venue of a proceeding
in any such court in any action arising out of or relating to the
Underwriting Agreement and has validly appointed [CT Corporation System]
as its authorized agent for the purpose described in Section 10 of the
Underwriting Agreement;

(xvi) The Company is not an "investment company" as defined in the
Investment Company Act, and, after giving effect to the offering and sale
of the Shares and the application of the proceeds thereof as described in
the Prospectus, will not become an "investment company" as defined in the
Investment Company Act;

(xvii) The statements under the captions "Risk Factors - Shares
Eligible for Future Sale", "Management", "Certain United States Tax
Considerations For Non-U.S. Holders of Shares", "Description of Capital
Stock" and "Shares Eligible for Future Sale" in the Prospectus and the
statements under Item 15 of Part II of the Registration Statement,
insofar as such statements purport to summarize federal laws of the
United States or agreements or other documents referred to therein,
accurately summarize such laws, agreements and other documents in all
material respects; and

(xviii) The Registration Statement, as of its effective date, and
the Prospectus, as of the date of the Prospectus (other than the
financial statements and related schedules and statistical data therein
and the statements and information contained in Annex A to the
Prospectus, as to which we need express no opinion), complied as to form
in all material respects to the requirements of the Act and the Rules and
Regulations. We know of no contracts or exhibits required to be filed as
exhibits which are not so filed or of any legal proceedings that are
required to be described in the Prospectus which are not so described.

Nothing came to our attention that led us to believe that, as of its
effective date (but after giving effect to any modifications incorporated
therein pursuant to Rule 430A under the Act) and as of the Closing Date or the
Optional Closing Date, as the case may be, the Registration Statement contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading or the Prospectus, or any supplement thereto, as of its date and as
of the Closing Date or the Optional Closing Date, as the case may be, contained
or contains an untrue statement of a material fact or omitted or omits to state
a material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading; it being
understood that we need express no belief as to the financial statements,
schedules or other financial and statistical data contained in the Registration
Statement or the Prospectus. We do not assume any responsiblity for the
accuracy, completeness or fairness of the Statements made in the Registration
Statement or the Prospectus, other than set forth in paragraph (xvii) above.

In rendering our opinion, we have, without independent investigation,
relied, subject to the assumptions, qualifications or limitations therein, (A)
as to matters involving the application of laws of any other jurisdiction,
other than the

<PAGE> 32

State of New York, the District of Columbia, Hungary, the United States, or the
General Corporation Law of the State of Delaware, to the extent we deem proper
and specified in such opinion, subject to the assumptions, qualifications or
limitations therein, upon the opinion of other counsel of good standing who are
satisfactory to counsel for the Underwriters; and (B) as to matters of fact, to
the extent we deem proper, upon certificates of responsible officers of the
Company.

<PAGE> 33

ANNEX B

FORM OF OPINION OF [POLISH COUNSEL]

(i) Bankomat 24 Sp. z o.o has been duly organized and is validly
existing under the laws of Poland, has the corporate power and authority
under such laws to own or lease, as the case may be, and operate its
properties and conduct its business as described in the Prospectus, and
its conduct of business as currently conducted or as proposed to be
conducted in the Prospectus does not violate any statute, rule,
regulation or order of any Polish governmental agency or body or any
court having jurisdiction over it or any of its properties, or any
agreement or instrument to which it is a party or by which it is bound or
to which any of its properties is subject;

(ii) Bankomat 24 Sp. z o.o has good title to all properties (real
and personal) described in the Prospectus as owned by it, free and clear
of any encumbrances, equities or claims, except such encumbrances as are
described in the Prospectus or which are not material in amount; any
properties described in the Prospectus held under lease by Bankomat 24
Sp. z o.o are held under valid and enforceable leases with such
exceptions as are not material and do not interfere in any material
respects with the use made or proposed to be made of such properties as
contemplated in the Prospectus by Bankomat 24 Sp. z o.o; and, to the best
of our knowledge, after due inquiry, there is no material claim of any
sort that has been asserted by anyone adverse to the rights of Bankomat
24 Sp. z o.o under any of the leases mentioned above;

(iii) Bankomat 24 Sp. z o.o has all licenses, concessions,
franchises, permits, authorizations, approvals and orders of and from all
Polish governmental regulatory bodies that are necessary to own or lease,
as the case may be, its properties and conduct its business as described
in the Prospectus; all of such licenses, concessions, franchises,
permits, authorizations, approvals and orders are in full force and
effect under applicable law and is in compliance with all material terms
and requirements applicable thereto to the best of our knowledge, after
due inquiry, and no condition or event has occurred and is continuing
that could reasonably be expected to cause the revocation, cancellation,
lapsing, expiration or termination of such licenses, concessions,
franchises, permits, authorizations, approvals or orders;

(iv) All outstanding shares of capital stock of Bankomat 24 Sp. z
o.o have been validly authorized, are validly issued, fully paid and
non-assessable and owned, directly or indirectly, by Bankomat 24 Sp. z
o.o and are free of any encumbrances, equities or claims and were not
issued in violation of any preemptive or other rights;

(v) The execution, delivery and performance of the Underwriting
Agreement, and the consummation of the transactions herein contemplated,
will not conflict with, result in a breach or violation of any of the
terms and provisions of, or constitute a default under, any statute,
rule, regulation or order of any Polish governmental agency or body in
any court having jurisdiction over it or any of its properties, or any
agreement or instrument to which it is a party or by which it is bound or
to which any of its properties is subject, or its charter and by-laws (or
other constitutive documents);

<PAGE> 34

(vi) Bankomat 24 Sp. z o.o is not in violation of its charter or
by-laws (or other constitutive documents) or, to the best of our
knowledge, after due inquiry, in default in the performance or observance
of any material obligation, agreement, covenant or condition contained in
any indenture, mortgage, deed of trust, loan agreement, lease or other
agreement or instrument to which it is a party or by which it or any of
its properties may be bound;

(vii) To ensure the legality, validity, enforceability or
admissibility into evidence of the Underwriting Agreement and any other
document to be furnished hereunder or thereunder, it is not necessary
that the Underwriting Agreement or any such other document be filed or
recorded with any court or other authority in Poland, or that any stamp
or similar tax be paid in Poland;

(viii) The laws of Poland permit parties to a contract to agree to
the laws under which the contracts will be interpreted; the choice of law
provision set forth in Section 17 of the Underwriting Agreement will be
recognized by Polish courts; Bankomat 24 Sp. z o.o can sue and be sued in
its own name; under the laws of Poland, the irrevocable submission of
Bankomat 24 Sp. z
o.o to the jurisdiction of U.S. Federal and state courts in New York City
and the agreement of Bankomat 24 Sp. z o.o that the Underwriting
Agreement shall be governed by and construed in accordance with the laws
of New York that are legal, valid and binding; service of process
effected in the manner set forth in Section 10 of the Underwriting
Agreement is legal, valid and binding; and

(ix) Any judgment given by a New York Court will be admissible in
Polish courts and will be enforceable thereby without reexamination of
the issues, except if according to New York law, judgments issued by
Polish courts would be subject to reexamination of the issues dealt
therein.

Our opinion is limited to matters of Polish law and we have relied,
without independent investigation, as to all matters governed by the Federal
law of the United States and District of Columbia and New York State law, upon
the opinion of Arent Fox Kintner Plotkin & Kahn referred to below, in which
case the opinion shall state that we believe you and we are entitled to so
rely. Insofar as such opinion involves factual matters, we have relied, to the
extent we deem proper, upon certificates of officers of Bankomat 24 Sp. z o.o
and certificates of public officials. In giving such opinion, we may also
state that we have assumed that any documents referred to in our opinion and
executed by Bankomat 24 Sp. z o.o have been duly executed and delivered
pursuant to New York law.

<PAGE> 35

ANNEX C

FORM OF OPINION OF [HUNGARIAN COUNSEL]

(i) Euronet Bank 24 Rt. has been duly organized and is validly
existing under the laws of Hungary, has the corporate power and authority
under such laws to own or lease, as the case may be, and operate its
properties and conduct its business as described in the Prospectus, and
its conduct of business as currently conducted or as proposed to be
conducted in the Prospectus does not violate any statute, rule,
regulation or order of any Hungarian governmental agency or body or any
court having jurisdiction over it or any of its properties, or any
agreement or instrument to which it is a party or by which it is bound or
to which any of its properties is subject;

(ii) Euronet Bank 24 Rt. has good title to all properties (real and
personal) described in the Prospectus as owned by it, free and clear of
any encumbrances, equities or claims, except such encumbrances as are
described in the Prospectus or which are not material in amount; any
properties described in the Prospectus held under lease by Euronet Bank
24 Rt. are held under valid and enforceable leases with such exceptions
as are not material and do not interfere in
any material respects with the use made or proposed to be made of such
properties as contemplated in the Prospectus by Euronet Bank 24 Rt.; and,
to the best of our knowledge, after due inquiry, there is no material
claim of any sort that has been asserted by anyone adverse to the rights
of Euronet Bank 24 Rt. under any of the leases mentioned above;

(iii) Euronet Bank 24 Rt. has all licenses, concessions, franchises,
permits, authorizations, approvals and orders of and from all Hungarian
governmental regulatory bodies that are necessary to own or lease, as the
case may be, its properties and conduct its business as described in the
Prospectus; all of such licenses, concessions, franchises, permits,
authorizations, approvals and orders are in full force and effect under
applicable law and is in compliance with all material terms and
requirements applicable thereto to the best of our knowledge, after due
inquiry, and no condition or event has occurred and is continuing that
could reasonably be expected to cause the revocation, cancellation,
lapsing, expiration or termination of such licenses, concessions,
franchises, permits, authorizations, approvals or orders;

(iv) All outstanding shares of capital stock of Euronet Bank 24 Rt.
have been validly authorized, are validly issued, fully paid and
non-assessable and owned, directly or indirectly, by Euronet Bank 24 Rt.
and are free of any encumbrances, equities or claims and were not issued
in violation of any preemptive or other rights;

(v) The execution, delivery and performance of the Underwriting
Agreement, and the consummation of the transactions herein contemplated,
will not conflict with, result in a breach or violation of any of the
terms and provisions of, or constitute a default under, any statute,
rule, regulation or order of any Hungarian governmental agency or body in
any court having jurisdiction over it or any of its properties, or any
agreement or instrument to which it is a party or by which it is bound or
to which any of its properties is subject, or its charter and by-laws (or
other constitutive documents);

(vi) Euronet Bank 24 Rt. is not in violation of its charter or
by-laws

<PAGE> 36

(or other constitutive documents) or, to the best of our knowledge, after
due inquiry, in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it or any of its properties
may be bound;

(vii) To ensure the legality, validity, enforceability or
admissibility into evidence of the
Underwriting Agreement and any other document to be furnished hereunder
or thereunder, it is not necessary that the Underwriting Agreement or any
such other document be filed or recorded with any court or other
authority in Hungary, or that any stamp or similar tax be paid in
Hungary;

(viii) The laws of Hungary permit parties to a contract to agree to
the laws under which the contracts will be interpreted; the choice of law
provision set forth in Section 17 of the Underwriting Agreement will be
recognized by Hungarian courts; Euronet Bank 24 Rt. can sue and be sued
in its own name; under the laws of Hungary, the irrevocable submission of
Euronet Bank 24 Rt. to the jurisdiction of U.S. Federal and state courts
in New York City and the agreement of Euronet Bank 24 Rt. that the
Underwriting Agreement shall be governed by and construed in accordance
with the laws of New York that are legal, valid and binding; service of
process effected in the manner set forth in Section 10 of the
Underwriting Agreement is legal, valid and binding; and

(ix) Any judgment given by a New York Court will be admissible in
Hungarian courts and will be enforceable thereby without reexamination of
the issues, except if according to New York law, judgments issued by
Hungarian courts would be subject to reexamination of the issues dealt
therein.

Our opinion is limited to matters of Hungarian law and we have relied,
without independent investigation, as to all matters governed by the Federal
law of the United States and District of Columbia and New York State law, upon
the opinion of Arent Fox Kintner Plotkin & Kahn referred to below, in which
case the opinion shall state that we believe you and we are entitled to so
rely. Insofar as such opinion involves factual matters, we have relied, to the
extent we deem proper, upon certificates of officers of Euronet Bank 24 Rt. and
certificates of public officials. In giving such opinion, we may also state
that we have assumed that any documents referred to in our opinion and executed
by Euronet Bank 24 Rt. have been duly executed and delivered pursuant to New
York law.

<PAGE> 37

ANNEX D

FORM OF COMFORT LETTER

KPMG Polska Sp. z o.o shall furnish to the Underwriters a letter
confirming that they are independent public accountants with respect to Euronet
Services Inc. (the "Company") within the meaning of the Act and the applicable
Rules and Regulations and stating in effect that:

(i) they are independent public accountants with respect to the
Company within the meaning of the Rules and Regulations;

(ii) in their opinion the Company's audited consolidated financial
statements and other financial information and schedules included in the
Registration Statement comply as to form in all material respects with
accounting principles generally accepted in the United States and all
applicable accounting requirements of the Act and the Rules and
Regulations with respect to registration statements on Form S-1;

(iii) on the basis of a reading of the latest available interim
financial data of the Company, a reading of the minute books of the
Company at __________, 1997, inquiries of officials of the Company who
have responsibility for financial and accounting matters and other
procedures specified in such letter, nothing came to their attention that
caused them to believe that:

(A) any material modifications should be made to such interim
unaudited financial statements for [SPECIFY PERIOD] of the Company
for them to be in conformity with accounting principles generally
accepted in the United States applied on a basis substantially
consistent with the basis of the audited financial statements
included in the Prospectus;

(B) the interim unaudited financial statements of the Company
as of and for the [SPECIFY PERIOD] included in the Prospectus do
not comply as to form in all material respects with the applicable
accounting requirements of the Rules and Regulations;

(C) at the date of the latest available financial data
(____________) read by such accountants, or at a subsequent
specified date not more than five days prior to the date of the
Underwriting Agreement, there were (i) any changes in capital
stock, any increases in long term debt or total liabilities or any
decreases in net current assets, total assets or stockholders'
equity of the Company as compared with amounts shown in the interim
unaudited balance sheets and statements of income as of and for the
period ended [ ] included in the Registration Statement,
or (ii) any decreases, as compared with the corresponding period or
the preceding year, in net sales or in the total or per share
amounts of income before extraordinary items or of net income;

except in all cases set forth in clause (C) above for changes, increases or
decreases which the Prospectus disclosures have occurred or may occur or which
are described in such letter; and

<PAGE> 38

(iv) they have compared specified [ ] amounts and U.S. Dollar
amounts (or percentages derived from such
[ ] amounts or U.S. Dollar amounts) and other financial
information contained in the Registration Statement (in each case to the
extent that such [ ] amounts, U.S. Dollar amounts, percentages
and other financial information are derived from the general accounting
records of the Company subject to the internal controls of the Company's
accounting systems or are derived directly from such records by analysis
or computation) with the results obtained from inquiries, a reading of
such general accounting records and other procedures specified in such
letter and have found such [ ] amounts, U.S. Dollar amounts,
percentages and other financial information to be in agreement with such
results, except as otherwise specified in such letter,

<PAGE> 39

ANNEX E

FORM OF BRING-DOWN COMFORT LETTER

[Insert date]

KPMG Polska Sp. z o.o shall furnish to the Underwriters a bring-down comfort
letter stating that they reaffirm as of the date of such letter (and as though
made on the date of such letter) all statements made in the original comfort
letter, and including the following statements for purposes of the bring-down
letter:

1. The Registration Statement to which this letter relates is as amended as
of [INSERT DATE[S]] and includes the Final Prospectus dated [INSERT DATE]
filed with the Commission on [INSERT DATE] pursuant to Rule 424(b) under
the Act and [Insert post-effective amendments, if any].

2. The reading of minutes described in paragraph of that letter has been
carried out through [INSERT DATE].

3. The procedures and inquiries covered in paragraph ___ of that letter were
carried out to [INSERT DATE] (our work did not extend to the period from
[INSERT DATE] to [INSERT DATE], inclusive).

4. The references to [INSERT DATE] in paragraph ____ of that letter are
changed to [INSERT DATE].

<PAGE> 40

ANNEX F

FORM OF SECRETARY'S CERTIFICATE

I, [ ], Secretary of the Board of Directors of Euronet
Services Inc. (the "Company"), organized under the laws of the State of
Delaware, hereby certify that:

(a) Attached hereto as Annex A is a true and complete copy of the
charter and by-laws of the Company, as in full force and effect at all
times to and including the date hereof;

(b) No amendment or other document relating to or affecting the
charter and by-laws of the Company has been filed with the public
registry of the State of Delaware on or prior to the date hereof, and no
action has been taken by the Company or its stockholders, directors or
officers in contemplation of the filing of any such amendment or other
document or in contemplation of the liquidation or dissolution of the
Company;

(c) Attached hereto as Annex B are true copies of resolutions duly
and validly adopted by the stockholders of the Company at a meeting held
on [ ], and by the Board of Directors of the Company at meetings
duly called and held on [ ] and [ ], at each of which a
quorum was present and acting throughout; such resolutions have not been
amended, modified or rescinded and remain in full force and effect; and
such resolutions are the only resolutions adopted by the Company's
stockholders, Board of Directors or any committee of the Board of
Directors relating to (i) the offering and sale of Common Stock of the
Company, par value of $0.02 per share (the "Shares"), issuable pursuant
to the underwriting agreement dated [ ], 1997 (the "Underwriting
Agreement") among the Company, the several Underwriters named in Schedule
I thereto (the "Underwriters"), and the each of the Selling Stockholders
named in Schedule II hereto (the "Selling Stockholders"), (ii) the
Company's Registration Statement on Form S-1 (File No. 333-18121), as
amended (the "S-1 Registration Statement"), filed with the Commission
under the U.S. Securities Act of 1933, as amended, (iii) the Company's
Registration Statement on Form 8-A, as amended (File No. 1- ) (the
"8-A Registration Statement") filed with the Commission under the U.S.
Securities Exchange Act of 1934, as amended;

(d) The Underwriting Agreement, as executed and delivered or to be
executed and delivered on behalf of the Company, is in the form approved
by an officer of the Company duly authorized by the Board of Directors of
the Company;

(e) Attached hereto as Annex C are true specimens of share
certificates representing the Shares;

(f) Attached hereto as Annex D are true and complete copies of all
written communications between the Company, its officers and employees
or, to its knowledge, its accountants, counsel or representatives on the
one hand, and the Securities and Exchange Commission (the "Commission")
or its staff, on the other hand, relating to the S-1 Registration
Statement and the 8-A Registration Statement;

<PAGE> 41

(g) Each person who, as, a director or officer or attorney-in-fact
of the Company or attorney-in-fact of such director or officer, signed
(i) the S-1 Registration Statement; (ii) the 8-A Registration Statement;
(iii) the Underwriting Agreement; and (iv) any other document delivered
prior to or on date hereof in connection with the transactions
contemplated by the Underwriting Agreement was, at the respective times
of such signing and delivery and, in the case of documents referred to in
clauses (i), (ii) and (iii) above, at the times of filing such S-1
Registration Statement and 8-A Registration Statement, is now duly
elected or appointed, qualified and acting as such director or officer or
duly appointed and acting as such attorney-in-fact, and the signatures of
such persons appearing on such documents are their genuine signatures;
and

(h) The minute books (or true copies thereof) of the Company and its
Subsidiaries made available to Shearman & Sterling, U.S. counsel to the
Underwriters, and Arent Fox Kintner Plotkin & Kahn, U.S. counsel to the
Company and the Selling Stockholders, contained all minutes of the
proceedings of the stockholders of the Company and its material
subsidiaries and of the Board of Directors of the Company and its
material subsidiaries through the date hereof, except for those
proceedings with respect to which either final or draft minutes had not
been prepared.

IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of
the Company.

Date:

_________________________
Name:
Title:

<PAGE> 42

I, [ ], [ ] of the Company
hereby certify that [ ], is the duly elected, qualified and
acting Secretary of the Board of Directors of the Company and that the
signature appearing above is his genuine signature.

IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:

Name:
Title:

<PAGE> 43

ANNEX G

FORM OF LOCK-UP LETTER

ING BARINGS

As Representative of the several
Underwriters listed in Schedule I
c/o ING Barings
60 London Wall
London EC2M 5TQ

Ladies and Gentlemen:

The undersigned understands that ING Barings as representative (the
"Representative") of the several underwriters (the "Underwriters"), propose to
enter into an Underwriting Agreement (the "Underwriting Agreement") with
Euronet Services Inc. (the "Company") and the selling stockholders named
therein (the "Selling Stockholders"), providing for the initial public offering
(the "Initial Public Offering") by the Underwriters, including the
Representative, of Common Stock, par value $0.01 per share (the "Shares") of
the Company.

In consideration of the Underwriters' agreement to make the Initial Public
Offering and for other good and valuable consideration, receipt and sufficiency
of which is hereby acknowledged, the undersigned agrees that, without the prior
written consent of the Representative, the undersigned will not, directly or
indirectly offer, sell, pledge, contract to sell (including any short sale),
grant any option to purchase or otherwise dispose of any Shares (including,
without limitation, Shares which may be deemed to be beneficially owned by the
undersigned on the date hereof in accordance with the rules and regulations of
the Securities and Exchange Commission and Shares which may be issued upon
exercise of a stock option or warrant) or enter into any Hedging Transaction
(as defined below) relating to the Shares (each of the foregoing referred to as
a "Disposition") for a period of 180 days after the effective date of the
registration statement relating to the Initial Public Offering (the "Lock-Up
Period"). The foregoing restriction is expressly intended to preclude the
undersigned from engaging in any Hedging Transaction or other transaction which
is designed to or reasonably expected to lead to or result in a Disposition
during the Lock-Up Period even if the securities would be disposed of by
someone other than the undersigned. "Hedging Transaction" means any short sale
(whether or not against the box) or any purchase, sale or grant of any right
(including, without limitation, any put or call option) with respect to any
security (other than a broad-based market basket or index) that includes,
relates to or derives any significant part of its value from the Shares.

Notwithstanding the foregoing, the undersigned may transfer any or all of
the Shares by gift, will or intestacy; provided, however, that in any such case
it shall be a condition to the transfer that the transferee execute an
agreement stating that the transferee is receiving and holding the Shares
subject to the provisions of this Agreement, and there shall be no further
transfer of such Shares except in accordance with this Agreement.

<PAGE> 44

Without limiting the restrictions herein, any Disposition by the
undersigned shall remain at all times subject to applicable securities laws,
including without limitation the resale restrictions imposed by Rule 144
promulgated under the Securities Act of 1933, as amended.

The undersigned agrees that the Company may, and that the undersigned
will, (i) with respect to any Shares for which the undersigned is the record
holder, cause the transfer agent for the Company to note stop transfer
instructions with respect to such Shares on the transfer books and records of
the Company and (ii) with respect to any Shares for which the undersigned is
the beneficial holder but not the record holder, cause the record holder of
such Shares to cause the transfer agent for the Company to note stop transfer
instructions with respect to such Shares on the transfer books and records of
the Company.

The undersigned understands that the Company, the Underwriters and the
Representative will proceed with the Initial Public Offering in reliance on
this Agreement.

The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Agreement. All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of
the undersigned and any obligations of the undersigned shall be binding upon
the heirs, personal representatives, successors and assigns of the undersigned.

Very truly yours,

_____________________

Name : ______________

Number of Shares Certificate numbers:
owned or subject to warrants,
options or convertible securities:

<PAGE> 1

EXHIBIT 23.1

The Board of Directors
Euronet Services Inc.:

We consent to the use of our report included herein and to the reference to
our firm under the headings "Summary Consolidated Financial Data", "Selected
Consolidated Financial Statements" and "Experts" in the prospectus.

KPMG Polska Sp. z o.o.

Warsaw, Poland
February 18, 1997