1.

EMPLOYMENT

You are and shall remain employed by EPAL during the Secondment and your current terms of employment shall remain unchanged, save as set out in this letter. In particular, your period of continuous employment will remain unbroken. At the end of the Secondment, EPAL currently intends that you will return to your current position on the terms applying prior to the Secondment, or a suitable alternative if that role no longer exists.

2.

DURATION OF SECONDMENT

2.1

Your assignment to the UK is expected to last two years from 19 ^th May 2008 (the “Commencement date”) to 19 ^th May 2010”. At the end of your secondment period you may be requested to remain in the UK/Europe for an additional year where business needs dictate that you remain performing your role. Any extension or early conclusion to your assignment will be made by mutual agreement and in light of any changing requirements of the business:

2.1.1

on 3 months’ written notice from either EPAL or E-Pay; or

2.1.2

on the termination of your employment in accordance with the terms of your contract; or

2.1.3

on the termination of the Secondment Agreement between EPAL and E-Pay in accordance with its terms;

2.1.4

as a necessary consequence of any legal requirement including, but not restricted to, any requirements under immigration legislation; or

2.1.5

as otherwise agreed between E-Pay, EPAL and yourself.

3.

TERMS OF SECONDMENT

3.1

During the Secondment you shall:

3.1.1

continue to abide by the terms of your contract of employment with EPAL;

3.1.2

act as Director of E-Pay and carry out any work that is reasonably required of you for both E-Pay and for any associated company, including without restriction Euronet Worldwide inc (“EWI”), for which you will be acting as Managing Director, Prepaid Division;

3.1.3

work standard office hours at E-Pay, those being 9:00am to 5:30pm, as well as such other work as may reasonably be required for you to discharge your duties as Chief Executive Officer from time to time;

3.1.4

comply with any statutory or regulatory requirements applicable to you (in the United Kingdom or in any other jurisdiction, including the United States of America), as may apply to you in the performance of your duties from time to time;

3.1.5

report to the Board of E-Pay, or to any party nominated by the Board of E-Pay, from time to time;

3.1.6

report on day-to-day matters to Kevin Caponecchi, President of EWI;

3.1.7

work at E-Pay premises, in the United Kingdom currently located at 1 ^st Floor Devonshire House, Devonshire Street, London, W1W 5DS, and at such other location as E-Pay may require from time to time;

3.1.8

notify both E-Pay and EPAL of the proposed dates of your holiday at least 4 weeks in advance of any such proposed holiday, unless exceptional circumstances apply; and

3.1.9

notify both E-Pay and EPAL at the earliest opportunity of any absence you require due to illness or injury.

4.

CHANGES TO TERMS OF EMPLOYMENT

4.1

Subject to the terms of this letter, the terms of your contract of employment will continue to apply. Where there is a conflict between the terms of this letter and your contract of employment, the terms of this letter will apply.

4.2

The terms of your contract of employment and this secondment agreement will be subject to the laws of Australia. However, EPAL recognises that you will be based in the United Kingdom during the Secondment, subject to any change of work location. EPAL confirms that the Secondment will be subject to employment legislation in the United Kingdom for the duration of the period that you are based in the United Kingdom.

4.3

In signing this Secondment letter, you confirm that in the performance of your duties pursuant to the terms of this letter, the limit on weekly working time specified in the Working Time Regulations 1998 (UK) shall not apply to your employment. You shall give the EPAL three months’ prior notice in the event that you wish the limit on weekly working time to apply to your employment.

4.4

The Secondment Agreement contains provisions relating to the creation of intellectual property by you during the Secondment. You will indicate your acceptance of such terms by counter-signing the Secondment Agreement.

4.5

In accordance with statutory requirements in the United Kingdom, your particulars of employment during your secondment will be as per Schedule 2. Where your contractual rights under your contract of employment conflict with the particulars of employment at Schedule 2, the particulars of employment will prevail.

4.6

In the event of a Change of Control, as defined in Schedule 3 occurs, the provisions of Schedule 3 will apply.

5.

YOUR OBLIGATIONS TO EPAL

5.1

During the Secondment:

5.1.1

You will remain an employee of EPAL at all times in the absence of any further agreement. You will therefore continue to be subject to your express and implied contractual obligations, and statutory obligations to EPAL in the course of your employment. You will also follow the lawful directions of EPAL as may be issued by EPAL from time to time, although:

5.1.2

EPAL has delegated authority to EWI and E-Pay, and specifically the Boards of EWI and E-Pay or any party nominated by the Boards of EWI or E-Pay to issue you with such lawful directions in relation to the performance of your duties on secondment from time to time; and

5.1.3

any directions by EPAL to you during your secondment will be issued subject to consultation with E-Pay.

5.1.4

EWI will conduct any appraisals and pay reviews and will deal with any grievances or any concerns about your conduct or performance. In all cases it will consult EPAL and E-Pay prior to taking any action.

6.

BENEFITS

6.1

Your remuneration during the Secondment, will be as set out at Schedule 1. Your remuneration is payable by EPAL, although E-Pay will process such payments. Tax and statutory charges will be deducted in accordance with statutory requirements. Your remuneration may from time to time be subject to review by EPAL in consultation with E-Pay and in accordance with EPAL procedures.

7.

EXPENSES

EPAL will provide you with reimbursement for 1 economy class return flight to Australia each year from the Commencement Date for yourself and each of your family during the period of the Secondment. Such time in Australia should be during any period of annual leave unless otherwise agreed with the Company.

Any expenses claims arising during the Secondment must be submitted to the Finance Director of the Prepaid Division in accordance with E-Pay’s normal procedures.

8.

RELOCATION EXPENSES

8.1.1

EPAL will provide you with reimbursement for costs actually incurred by you in relocating you and your family to the United Kingdom for the period of your Secondment to a maximum of US$50,000, at the exchange date that applies on the date you submit your consolidated claim for reimbursement to EPAL, which shall be no later than 2 months from the Commencement Date.;

8.2

EPAL will only provide reimbursement pursuant to clause 8.1 if:

8.2.1

you take reasonable steps to ensure that relocation costs are not excessive;

8.2.2

you provide evidence of at least 2 quotes for the removal of personal possessions and furniture and, if the lowest quote or quotes is/are not used by you, a justifiable explanation for why;

and is en