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                                                                   Exhibit 10.21


                                 FIRST AMENDMENT
                                       TO
                           LOAN AND SECURITY AGREEMENT

      THIS FIRST AMENDMENT (this "Amendment") is made this September 19, 2001 by
and between GOLDEN EAGLE LEASING, INC., an Arizona corporation ("Borrower"), and
WEBSTER BANK, a federally chartered savings bank ("Lender").

                                   Background

      A. Lender has extended a revolving credit loan in the maximum amount of
$10,000,000 (the "Loan") to Borrower pursuant to the terms of the Loan and
Security Agreement dated August 24, 2001 (the "Loan Agreement").

      B. The Revolving Credit Loan is evidenced by the revolving credit note
dated August 24, 2001 in the original principal amount of $10,000,000 (the
"Note"). The indebtedness of the Note is secured by Borrower's grant to Lender
of a security interest in the Collateral, as such term is defined in the Loan
Agreement.

      C. The Loan has been guarantied by Hypercom Corporation, the Borrower's
parent corporation, pursuant to that certain guaranty dated as of August 24,
2001 (the "Guaranty" and together with the Loan Agreement, the Note, and all
other documents relating thereto, the "Loan Documents").

      D. Borrower has requested that Lender modify the terms of the Loan
Documents to provide for the release of Lender's security interest in certain
Collateral under certain circumstances.

      E. Lender has agreed to Borrower's request, subject to the terms and
conditions contained in this Amendment.

                                    Agreement

      In consideration of the Background, which is incorporated by this
reference, other good and valuable consideration, the receipt and sufficiency of
which is acknowledged, and the mutual promises and covenants contained in this
Amendment, the parties, intending to be bound legally, agree as follows:

      1. Definitions. Capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Loan Agreement.

      2. Amendment of Definition of Eligible Lease Receivables. Section 1.(ai)
of the Loan Agreement is amended to read as follows:

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      "Eligible Lease Receivables" shall mean at the time of calculation or
determination, any bona fide Lease Receivables in which the Lender has a first
priority perfected security interest and assignment, and which arise from or in
connection with any bona fide Lease in which the Lender has a first priority
perfected security interest and assignment, and which Lease Receivables and/or
Leases, as the case may be, satisfy all of the following requirements:

         (i)      It is owing to Borrower and is subject to a validly perfected
                  security interest and assignment in favor of Lender having
                  priority over any other liens or encumbrances thereon;

         (ii)     It is a valid, legally enforceable obligation of the Account
                  Debtor thereunder and is not and may not become subject to any
                  offset, counterclaim or, in the opinion of Lender,
                  counterclaims, claims or other defense on the part of such
                  Account Debtor or to any claim on the part of such Account
                  Debtor denying liability thereunder;

         (iii)    It is subject to no Liens whatsoever, except for the security
                  interest or assignment of Lender hereunder (except for any
                  applicable rights of the lessee under such Lease);

         (iv)     The Leased Equipment regarding the Leases is subject to no
                  Liens whatsoever, except for the security interest or
                  assignment of Lender hereunder (and except for any applicable
                  rights of the lessee under such Lease), and the Borrower has
                  good and merchantable title to all of such Leased Equipment;

         (v)      It has (or any payment thereunder) not remained unpaid for a
                  period exceeding sixty (60) days from the date of the invoice
                  and/or any payment due date and the first scheduled payment is
                  due within thirty (30) days of the date of the Lease;

         (vi)     It does not arise out of transactions with any Account Debtor
                  located outside the United States of America or any
                  Governmental Authority;

         (vii)    Each Lease shall have an aggregate Gross Lease Receivable of
                  no more than $100,000.00;

         (viii)   The applicable Code Financing Statements in favor of the
                  Lender and/or the Borrower, as the case may be, regarding the
                  Leases, the Gross Lease Receivables and/or the Leased
                  Equipment under the applicable Lease are duly filed and record
                  in all appropriate offices and/or records;

         (ix)     Borrower is the sole and absolute owner of all the applicable
                  Leases, Gross Lease Receivables and Leased Equipment (subject
                  only to the Liens of the Lender hereunder);


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         (x)      The applicable Leased Equipment under each Lease shall have
                  been delivered and/or installed, shall be in good working
                  order and shall have been fully and duly accepted by the
                  lessee under the applicable Lease;

         (xi)     It has been newly originated by the Borrower and is not part
                  of a rewritten Lease;

         (xii)    It shall be duly and fully insured under such liability and
                  hazard insurance policies as the Lender may require in its
                  sole discretion, which policies shall be in such amounts, with
                  insurance carriers and on terms and conditions acceptable to
                  the Lender in its sole discretion, including, without
                  limitation, insuring the interest of the Borrower and its
                  successors and assigns and upon the Lender's request or
                  demand, naming the Lender as loss-payee and/or additional
                  inured, as appropriate;

         (xiii)   It shall be, or arise from, a commercial transaction only;

         (xiv)    Each of the Leases and any documentation relating thereto
                  shall be marked, and contain a legend, that the executed
                  counterpart marked "original" of the Lease and any
                  documentation related thereto is the original of the Lease and
                  all other counterparts are duplicates and to the extent, if
                  any, that the Lease and any documentation related thereto
                  constitutes Chattel Paper no security interest in the Lease
                  and documentation related thereto may be created through the
                  transfer or possession of any counterpart other than the
                  counterpart marked "Original";

         (xv)     Each Lease shall comply with all of the Borrower's credit
                  standards, policies and procedures, including, without
                  limitation, all risk acceptance criteria, which have been
                  previously submitted to, and approved by, the Lender prior to
                  the date of this Agreement;

         (xvi)    It does not arise out of any Lease regarding used or residual
                  equipment which has been returned or delivered to the Borrower
                  for any reason whatsoever or has been repossessed by the
                  Borrower;

         (xvii)   It shall not arise out of any restructured or rewritten Leases
                  or any Lease in default;

         (xviii)  It shall not be due from an Account Debtor which is affiliated
                  in any way whatsoever with any other Account Debtor with past
                  due payments of more than sixty (60) days;

         (xix)    Each Lease shall be in form and substance satisfactory in all
                  respects to the Lender, and shall contain, among other things,
                  "waiver-of-defense", "consent to assignment" and "consent to
                  security interest" provisions, and


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                  any similar or like provisions, in favor of an assignee or a
                  lender, as the case may be;

         (xx)     It shall be in full compliance with all laws, statutes, rules,
                  ordinances or governmental regulations of any kind whatsoever
                  including, without limitation, any broker, truth-in-lending or
                  leases or banking laws, rules or regulations;

         (xxi)    It shall be assigned to the Lender by the Borrower pursuant to
                  a duly executed collateral assignment which collateral
                  assignment shall be in form and substance acceptable to the
                  Lender in its sole discretion;

         (xxii)   That no power of attorney is used in connection with the
                  applicable Lease Receivable and/or Lease;

         (xxiii)  A notice of assignment letter regarding the Lease Receivables,
                  the Lease and the Leased Equipment in connection with any
                  Lease having aggregate Gross Lease Receivable of $50,000.00 or
                  more (or such lesser amount as lender, in its sole discretion,
                  may hereafter designate) shall be duly executed by the Account
                  Debtor, which notice of assignment letter shall be in form and
                  substance satisfactory in all respects to the Lender;

         (xxiv)   It does not arise out of transactions with any creditor of the
                  Borrower or any Guarantor or any employee, officer, partner,
                  Affiliate or Subsidiary of the Borrower and/or or any
                  Guarantor;

         (xxv)    The original Leases, schedules, acceptance certificates,
                  riders, supplements, purchase options, exhibits, addendum, and
                  any and all other documents or instruments executed and/or
                  delivered in connection with, the Leases (including, without
                  limitation, any guarantees or undertakings of any kind
                  whatsoever of the same), shall have been delivered to the
                  Lender or, if acceptable to the Lender (in its sole
                  discretion), to the Trustee, on the Lender's behalf pursuant
                  to the terms of this Agreement and/or the Trust Agreement, or
                  any of the same which the Lender does not require to be
                  delivered to it or to the Trustee shall be held by the
                  Borrower in trust as trustee of an express trust for the
                  Lender shall be promptly delivered to the Lender upon the
                  Lender's request or demand for the same; and

         (xxvi)   That any and all documents and/or instruments that the Lender
                  shall request in connection with each such applicable Lease
                  Receivable and/or Lease and/or Leased Equipment shall be
                  promptly executed and/or delivered to the Lender or, if
                  acceptable to the Lender (in its sole discretion), to the
                  Trustee, on the Lender's behalf pursuant to the terms of this
                  Agreement and/or the Trust Agreement, upon the Lender's
                  request for the same.


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                  In the event of any dispute as to whether a Lease Receivable
                  is or has ceased to be an Eligible Lease Receivable, the
                  decision of the Lender shall control in its sole discretion.
                  Any Eligible Lease Receivable which the Lender subsequently
                  determines to be no longer eligible or acceptable hereunder at
                  any time shall nevertheless be and remain at all times part of
                  the Collateral except as otherwise provided in Section 7.5
                  hereof.

         3. Release of Ineligible Lease Receivables. The following shall be
added as Section 7.5:

                  7.5 Release of Ineligible Lease Receivables Once per calendar
                  month, Borrower may request the release of the Lender's
                  security interest in those Eligible Lease Receivables which no
                  longer meet the qualifications of an Eligible Lease Receivable
                  and are no longer listed in any Lease Certificate or Borrowing
                  Base Certificate upon which a Revolving Credit Advance has
                  been based (an "Ineligible Lease Receivable"). Upon receipt of
                  such request, and provided that (i) the then outstanding
                  balance of the Loan does not exceed the Borrowing
                  Availability, and (ii) no Defaults shall have occurred not
                  cured within the applicable cure period if any, or waived by
                  Lender, Lender shall agree to release its security interest in
                  such Ineligible Lease Receivable by notifying Custodian of its
                  approval of the Borrower's request. Any Ineligible Lease
                  Receivable for which release is requested, but not approved by
                  Lender shall remain part of the Collateral.

         4. Representations and Warranties. All of the representations,
warranties and covenants contained in the Loan Documents are true and correct on
and as of the date hereof.

         5. Conditions Precedent. Lender's obligations hereunder are subject to
the satisfaction as of the date of this Amendment of each of the following
conditions precedent which shall be in form, scope and substance satisfactory to
Lender and its counsel:

            (a) Evidence of Corporate Action. Lender shall have received
certified copies of all Board of Director resolutions (in form and substance
satisfactory to Lender) made by Borrower to authorize the execution, delivery
and performance of this Amendment, together with copies of all amendments to
Borrower's Articles of Incorporation and By-Laws adopted since August 24, 2001,
and such other papers as Lender or its counsel may reasonably require.

            (b) Guarantor's Documents. Lender shall have received a
Reaffirmation of Guaranty, duly executed by the Guarantor, in form and substance
satisfactory to Lender and its counsel.

            (c) Legal Fees. Borrower shall have reimbursed Lender for the legal
fees and disbursements of Shipman & Goodwin LLP, counsel to Lender, in
connection with the negotiation, review, execution and delivery of all of the
documents prepared with respect to the transactions contemplated herein, plus
related disbursements.


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            (d) Other Documents. Borrower shall have delivered to Lender such
other documents as Lender or its counsel reasonably require.

         5. Reaffirmation of the Obligations. The Borrower acknowledges and
reaffirms the Obligations, the Borrower's liability for repayment thereof and
all previous grants of collateral by the Borrower to secure the Obligations. The
Borrower acknowledges that no setoff, counterclaim or defense exists with
respect to the Borrower's liability under the Obligations and that no claim
against the Lender exists, and waives its right to raise any such setoff,
counterclaim, defense or claim against the Lender arising out of occurrences on
or prior to the date hereof.

         6. Loan Documents. Except to the extent explicitly modified by this
Amendment or by any document contemplated by, or executed pursuant to the
provisions of this Amendment, all of the provisions of the Loan Documents shall
remain in full force and effect, including, without limitation, all
representations, warranties, negative covenants, affirmative covenants, and
events of default. In addition, as of the date hereof, the Borrower represents
that the Borrower is in full compliance with all provisions of the Loan
Document, and no Event of Default, as specified in the Loan Documents, and no
event which, with the giving of notice or passage of time or both, would
constitute an Event of Default, has occurred. Any default under any of the Loan
Documents shall constitute a default hereunder.

         7. Other.

            (a) Prejudgement Remedy Waiver. THE BORROWER ACKNOWLEDGES THAT THE
TRANSACTIONS TO WHICH THIS AMENDMENT RELATE ARE COMMERCIAL TRANSACTIONS. THE
BORROWER HEREBY VOLUNTARILY AND KNOWINGLY WAIVES ITS RIGHTS TO NOTICE AND
HEARING UNDER CHAPTER 903A OF THE CONNECTICUT GENERAL STATUTES, AS AMENDED AND
IN EFFECT ON THE DATE HEREOF, OR AS OTHERWISE ALLOWED BY ANY STATE OR FEDERAL
LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY OR OTHER RIGHT OR REMEDY THAT THE
LENDER MAY ELECT TO USE OR OF WHICH IT MAY AVAIL ITSELF. THE BORROWER FURTHER
WAIVES, TO THE GREATEST EXTENT PERMITTED BY LAW, THE BENEFITS OF ALL PRESENT AND
FUTURE VALUATION, APPRAISEMENT, EXEMPTION, STAY, REDEMPTION AND MORATORIUM LAWS.
THE BORROWER FURTHER WAIVES ANY REQUIREMENT THAT LENDER OBTAIN A BOND OR OTHER
SIMILAR DEVICE IN CONNECTION WITH THE EXERCISE OF ANY REMEDY OR THE ENFORCEMENT
OF ANY RIGHT HEREUNDER.

            (b) Governing Law. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF
THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, THE LOAN DOCUMENTS AND THE OBLIGATIONS ARISING UNDER
THE LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CONNECTICUT APPLICABLE TO CONTRACTS
MADE AND


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PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING
CONFLICTS OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

            (c) Jury Waiver. THE BORROWER WAIVES ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AMENDMENT OR
UNDER ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT CONTEMPLATED HEREBY OR RELATED
HERETO AND IN ANY ACTION DIRECTLY OR INDIRECTLY RELATED TO OR CONNECTED WITH THE
LOAN PROVIDED FOR HEREIN, OR ANY CONDUCT RELATING TO THE NEGOTIATION,
ADMINISTRATION OR ENFORCEMENT OF SUCH LOAN OR ARISING FROM THE DEBTOR/CREDITOR
RELATIONSHIP OF THE BORROWER AND THE LENDER HERETO. THE BORROWER ACKNOWLEDGES
THAT THIS WAIVER MAY DEPRIVE IT OF AN IMPORTANT RIGHT AND THAT SUCH WAIVER HAS
KNOWINGLY BEEN AGREED TO BY THE BORROWER.

                            SIGNATURE PAGE TO FOLLOW


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         The parties hereto have executed this Amendment as of the date first
written above.

                                    GOLDEN EAGLE LEASING, INC.

                                    By:  /s/ Jonathon E. Killmer
                                         ---------------------------------------
                                         Name:  Jonathon E. Killmer
                                         Title:




                                    WEBSTER BANK

                                    By:  /s/ Glenn Marx
                                         ---------------------------------------
                                         Name:  Glenn Marx
                                         Title: Assistant Vice President


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