1029199--3/10/2006--EURONET_WORLDWIDE

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{system, service, information}

{customer, product, revenue}

{operation, international, foreign}

{acquisition, growth, future}

{stock, price, operating}

{tax, income, asset}

{regulation, government, change}

{regulation, change, law}

{product, market, service}

{provision, law, control}

{stock, price, share}

{personnel, key, retain}

{gas, price, oil}

{competitive, industry, competition}

{debt, indebtedness, cash}

{investment, property, distribution}

{property, intellectual, protect}

Although we have reported net income in recent periods, our concentration on expansion of our business in the future may significantly impact our ability to continue to report net income. Restrictive covenants in our credit facilities may adversely affect us. Our business may suffer from risks related to our recent acquisitions and potential future acquisitions. A lack of business opportunities or financial or other resources may impede our ability to continue to expand at desired levels, and our failure to expand operations could have an adverse impact on our financial condition. We are subject to business cycles and other outside factors that may negatively affect mobile phone operators, retailers and our customers. The growth of our prepaid business is dependent on certain factors that vary from market to market but may reduce or eliminate growth in fully mature markets. Our prepaid mobile airtime top-up business may be susceptible to fraud occurring at the retailer level. Because we typically enter into short-term contracts with mobile phone operators and retailers, our top-up business is subject to the risk of non-renewal of those contracts. In the U.S. and certain other countries, processes and systems we employ may be subject to patent protection by other parties. The level of transactions on our ATM and prepaid processing networks is subject to substantial seasonal variation, which may cause our quarterly results to fluctuate materially and create volatility in the price of our shares. The stability and growth of our ATM business depend on maintaining our current card acceptance and ATM management agreements with banks and international card organizations, and on securing new arrangements for card acceptance and ATM management. Retaining the founders of our company, and of companies that we acquire, and finding and retaining qualified personnel in Europe may be important to our continued success. Our operating results depend in part on the volume of transactions on ATMs in our network and the fees we can collect from processing these transactions. Our operating results depend in part on the volume of transactions for prepaid phone services and the commissions we receive for these services. Our operating results in the money transfer business depend in part on continued worker immigration patterns, our ability to expand our share of the existing electronic market and to expand into new markets and our ability to continue complying with regulations issued by the Office of Foreign Assets Control ( OFAC ), Bank Secrecy Act ( BSA ), Financial Crimes Enforcement Network ( FINCEN ) and Patriot Act regulations. Changes in state, federal or foreign laws, rules and regulations could impact the money transfer industry making it more difficult for our customers to initiate money transfers. Changes in banking industry regulation and practice could make it more difficult for us and our agents to maintain depository accounts with banks. Developments in electronic financial transactions, such as the increased use of debit cards by customers and pass-through of ATM transaction fees by banks to customers or developments in the mobile phone industry, could materially reduce ATM transaction levels and our revenues. We generally have little control over the ATM transaction fees established in the markets where we operate, and therefore cannot control any potential reductions in these fees. In some cases, we are dependent upon international card organizations and national transaction processing switches to provide assistance in obtaining settlement from card issuers of funds relating to transactions on our ATMs. We derive a significant amount of revenue in our business from service agreements signed with financial institutions to own and/or operate their ATM machines. Because our business is highly dependent on the proper operation of our computer network and telecommunications connections, significant technical disruptions to these systems would adversely affect our revenues and financial results. We have the risk of liability for fraudulent bankcard and other card transactions involving a breach in our security systems, as well as for ATM theft and vandalism. We are required under German law and the rules of financial transaction switching networks in all of our markets to have sponsors to operate ATMs and switch ATM transactions. Our failure to secure sponsor arrangements in Germany or any other market could prevent us from doing business in that market. Our competition in the EFT Processing Segment and Prepaid Processing Segment include large, well financed companies and banks and, in the software market, companies larger than us with earlier entry into the market. As a result, we may lack the financial resources and access needed to capture increased market share. We conduct a significant portion of our business in Central and Eastern European countries, and we have subsidiaries in the Middle East and Asia, where the risk of continued political, economic and regulatory change that could impact our operating results is greater than in the U.S. or Western Europe. We conduct business in many international markets with complex and evolving tax rules, including value added tax rules, which subjects us to international tax compliance risks. Because we are a public company, we will continue to incur costs for compliance with Section 404 of the Sarbanes-Oxley Act of 2002, and we are exposed to future risks of non-compliance with these regulations. As allowable under the Internal Revenue Code (the Code ), the interest deduction from our convertible debentures are based on a comparable interest rate for a traditional, nonconvertible, fixed rate debt instrument with similar terms. This allowable deduction is in excess of the stated interest rate. This deduction may be deferred, limited or eliminated under certain conditions. Because we are an international company conducting a complex business in many markets worldwide, we are subject to legal and operational risks related to staffing and management, as well as a broad array of local legal and regulatory requirements. Because we derive our revenue from a multitude of countries with different currencies, our business is affected by local inflation and foreign currency exchange rates and policies. We have various mechanisms in place to discourage takeover attempts, which may reduce or eliminate our stockholders ability to sell their shares for a premium in a change of control transaction. Our directors and officers, together with the entities with which they are associated, owned about 14% of our Common Stock as of December 31, 2005, giving them significant control over decisions related to our Company. An additional 13.9 million shares of Common Stock could be added to our total Common Stock outstanding through the exercise of options or the issuance of additional shares of our Common Stock pursuant to existing agreements. Once issued, these shares of Common Stock could be traded into the market and result in a decrease in the market price of our Common Stock.

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1029199--3/10/2006--EURONET_WORLDWIDE_INC