<PAGE>

EXHIBIT  14

                              HYPERCOM CORPORATION

                                 CODE OF ETHICS



Hypercom Corporation is committed to conducting our business consistent with the
highest ethical and legal standards. This Code reinforces our commitment to
these standards and provides each employee of Hypercom, as well as Hypercom's
affiliated and subsidiary companies (collectively, "Hypercom" or the "Company"),
with guidance and perspective in understanding business ethics at Hypercom. It
is designed to guide and help us identify activities and behaviors that are
appropriate in conducting business and those that are not. No code of conduct
can hope to spell out the appropriate moral conduct and ethical behavior for
every situation we may confront. In the final analysis, we must rely on our own
good judgment.

Whenever we find ourselves with a difficult decision to make, we should seek
counsel from our colleagues, our supervisors and, most importantly, our own
conscience and common sense. Specific interpretation or application of any
guidelines or other content of this Code should be made to Douglas J. Reich, the
Company's General Counsel (dreich@hypercom.com or 602-504-5055.

YOUR RESPONSIBILITIES

Hypercom believes that ethical behavior is good business. Hypercom employees
share certain responsibilities, but individually each is accountable for:

         -        Conducting Hypercom's business with integrity and in
                  compliance in all material respects with applicable laws,
                  rules and regulations.

         -        Avoiding situations where personal interests are, or appear to
                  be, in conflict with Hypercom's interests, except upon
                  approval of the Board of Directors. All related party
                  transactions between the Company and executive officers or
                  directors of the Company, as described in the Company's SEC
                  filings, or which fall below the threshold for disclosure
                  therein, are deemed to be approved hereunder.

         -        Treating customers, suppliers and fellow employees in an
                  honest and fair manner.

         -        Safeguarding proper use of Hypercom's proprietary information,
                  assets and resources.

         -        Maintaining confidentiality of nonpublic information and not
                  acting on such information for personal gain.

We are sometimes faced with situations where pressure exists to act unethically.
However, at Hypercom we depend on each other to conduct our business with
honesty and integrity. If you are unsure in any situation, ask yourself these
questions:

         -      Is this action legal?

         -        Does it comply with our values?

         -        Would you feel comfortable telling someone else about your
                  decision?

Compromises in behavior that lead to violations of our standards may result in
disciplinary action, up to and including termination of employment.

Unethical or unlawful behavior hurts Hypercom, our customers, our stockholders
and other employees. As an employee, you can play a major role in ensuring
ethical and legal compliance by reporting known or suspected wrongdoing within
the company. If you discover or suspect an illegal, dishonest or unethical act
is being committed or a violation is reported to you, we want you to report it
immediately to your supervisor, or our General Counsel, or anonymously to
MySafeWorkplace at 1-800-461-9330 or online at www.MySafeWorkplace.com. Non-U.S.
employees should utilize the collect call procedure for their location to place
the call to MySafeWorkplace in the U.S. at (720) 514-4400, or make an online
report at www.MySafeWorkplace.com. Employees will not be

<PAGE>

disciplined or otherwise retaliated against as a result of reporting such
matters and we will seek to keep your involvement confidential.

CONFLICTS OF INTEREST AND CORPORATE OPPORTUNITIES

All employees have a responsibility to avoid situations and relationships that
involve actual or potential conflicts of interest. Generally, a conflict of
interest arises whenever an employee's personal interests diverge from his or
her responsibilities to Hypercom or from Hypercom's best interests. Put another
way, a conflict of interest is created whenever an activity, association or
relationship of yours might impair your independent exercise of judgment in the
company's best interest.

Examples of situations that could be perceived as conflicts of interest and
should be avoided include:

         -        Conducting company business with a firm owned, partially
                  owned, or controlled by an employee or an employee's relatives
                  or friends.

         -        Ownership of a financial interest in Hypercom's competitors.
                  Ownership of less than three percent of stock of a publicly
                  traded company that competes or does business with Hypercom is
                  permissible.

         -        Working as an employee or a consultant for a competitor,
                  regulatory governmental entity, customer or supplier of
                  Hypercom, or doing any work for a third party that may
                  adversely affect your performance or judgment on the job or
                  diminish your ability to devote the necessary time and
                  attention to your duties.

         -        Using company property, materials, supplies, funds or other
                  resources for personal purposes, or appropriating or diverting
                  to others any business opportunity or idea in which Hypercom
                  might have an interest.

         -        Taking for yourself any opportunities that you learn of
                  through Hypercom or that rightfully is Hypercom's to pursue.

         -        Using corporate property, information, or position for
                  personal gain.

These situations, and others like them, where loyalties to Hypercom could be
compromised, must be avoided. Employees who believe they are involved in a
potential conflict of interest have a responsibility to discuss it with their
supervisor or our General Counsel. Any exceptions or waivers to this policy must
be approved by the Board of Directors.

GIFTS AND ENTERTAINMENT

All decisions regarding the purchasing of materials, supplies and services must
be made on the basis of competitive price, quality and performance in a way that
preserves Hypercom's integrity. Giving or accepting anything of value is
inappropriate if it could be reasonably interpreted as an effort to influence a
business relationship or decision. The difference between a gift and a bribe is
a question of intent. It is impermissible to accept or request any form of
kickback or bribe. A bribe or a kickback includes any item or favor provided for
the purpose of improperly obtaining favorable treatment or seeking a competitive
advantage. Such efforts should never be used to accomplish indirectly what
Hypercom could not properly or legally do directly.

In certain situations or on certain occasions, small gifts of nominal value may
be presented to customers or potential customers, such as specialty advertising
items bearing the corporate logo, tickets to local sports, civic or cultural
events and/or restaurant meals or refreshments.

Standards governing the acceptance of gifts from suppliers or their agents
mirror those relating to the giving of gifts to our customers and/or potential
customers, in that acceptance of a significant gift could be construed as
improperly influencing the selection of a vendor or the awarding of a contract.
Gifts may be accepted on an infrequent or occasional basis, such as during the
holiday season, as a reasonable business courtesy. You should discuss with your
supervisor or our General Counsel, any gifts that exceed $250 in value. Routine
entertainment by suppliers that is business related --such as business meals,
sports outings or cultural events --is acceptable.

Ultimately, each employee must exercise good business judgment in deciding which
situations are unacceptable. If there is ever any doubt as to the acceptability
of any gift or entertainment activity, consult with your supervisor or

<PAGE>

our General Counsel.

CONFIDENTIALITY

All employees should maintain the confidentiality of information entrusted to
them by the company or its customers, suppliers, competitors and employees,
except when disclosure is authorized or legally mandated. Confidential
information includes all non-public information that might be of use to
competitors, or harmful to the company or its customers, if disclosed.

PROTECTION AND USE OF CORPORATE ASSETS

All employees are responsible for ensuring that appropriate measures are taken
to properly protect Hypercom's corporate assets. Employees are expected to
assist in the protection of all confidential and proprietary information,
including technical, financial, marketing and other business information, which,
if made available to Hypercom's competitors or the public, would be advantageous
to such competitors and detrimental to Hypercom. Protection of such information
is critical to our ability to grow and compete. Hypercom's computer systems,
electronic mail (e-mail), voice mail and Internet access are employer-provided
technologies and company property. The use of Hypercom's computer systems,
e-mail, voice mail and Internet access are primarily for matters of concern to
Hypercom's operations, and not for communications of a personal nature. Such
non-business related use should be on an infrequent basis. Employees may not use
these assets to display, transmit or store inappropriate materials at any time.

ANTITRUST

The free enterprise system rests on the proposition that free and open
competition is the best way to ensure an adequate supply of goods and services
at reasonable prices. The antitrust laws of the U.S. are intended to protect and
promote vigorous and fair competition. All Hypercom employees should adhere to
applicable antitrust laws. Violation of these laws could give rise to civil or
criminal prosecution.

All employees must obtain advice from the Company's General Counsel before
engaging in any conduct or practice that may involve antitrust laws.

The following agreements, arrangements or understandings with competitors,
whether oral or in writing, should always be avoided:

         -        Agreements to fix prices or boycott specified suppliers.

         -        Agreements to allocate products, territories or markets.

         -        Agreements to exchange competitively sensitive information,
                  especially prices.

         -        Agreements that limit the production or sale of our products.

Contacts with competitors are sensitive and risky, since courts can infer an
agreement or collusion from such contacts when they are followed by common
action or behavior. In all contacts with competitors, employees must avoid
discussing prices, terms and conditions of sale, costs, inventories,
competition, marketing plans or studies, production plans and capabilities, and
any other proprietary or confidential information.

If any competitor initiates a discussion involving the subjects above, an
employee should immediately excuse himself/herself from the conversation and
immediately report the matter to the General Counsel.

The foregoing does not, of course, apply to disclosure of information in
connection with acquisition transactions, or to related non-compete provisions.

INSIDER TRADING

It is illegal to buy or sell securities (either personally or on behalf of
others) on the basis of material, nonpublic information. It also is illegal to
communicate (i.e., to "tip") material, nonpublic information to others so that
they may buy or sell securities on the basis of that information. All Hypercom
employees who know material, nonpublic

<PAGE>

information about Hypercom or any other company are prohibited from trading
(directly or indirectly), or tipping others to trade in the securities of that
company. Material, nonpublic information is factual information that a
reasonable investor would want to know before making an investment decision.
Examples of material, nonpublic information may include:

         -        Quarterly or annual financial results

         -        Financial forecasts

         -        Significant financial developments

         -        Possible mergers, acquisitions, joint ventures or divestitures

         -        Information about important contracts

         -        Significant new developments

These prohibitions continue for as long as the information you know remains
material and nonpublic. Anyone who gives such nonpublic information to others
may be subject to disciplinary action and possible civil or criminal
prosecution. Guidance on questions about specific transactions should be
obtained from Hypercom's General Counsel in advance of the transaction. In
addition, Hypercom maintains a detailed insider trading policy that must be
complied with by all employees.

ADVERTISING, MARKETING AND PROMOTION

It is Hypercom's policy to be truthful, fair and honest in the advertising,
marketing, and promotion of its products. All advertising and promotion of
Hypercom products should be consistent with standards in the industry.

FINANCIAL INTEGRITY

Hypercom's books, records and accounts are to be maintained in a manner that
accurately reflects all financial transactions in conformity with generally
accepted accounting principles. An employee shall not:

         -        Improperly accelerate or defer expenses or revenues to achieve
                  financial results or goals.

         -        Maintain any undisclosed or unrecorded funds or "off the book"
                  assets.

         -        Establish or maintain improper, misleading, incomplete or
                  fraudulent accounting documentation or financial reporting.

         -        Make any payment for purposes other than those described in
                  the documents supporting the payment.

         -        Sign any documents believed to be inaccurate or untruthful.

ACCOUNTING CONCERNS

Employees are requested to talk to their supervisor, the General Counsel, or
anonymously to MySafeWorkplace at 1-800-461-9330 or online at
www.MySafeWorkplace.com, regarding any concerns that they have pertaining to the
Company's accounting, internal controls or audit practices. It is our policy not
to allow retaliation for reports of misconduct or potential misconduct by others
made in good faith by employees. And, to the extent reasonably possible, the
reporting of potential issues will be kept confidential.

RECORD RETENTION

Hypercom maintains a detailed Record Retention Policy. Any employee that becomes
aware of any investigation, litigation, administrative proceeding or other
governmental or regulatory proceeding must immediately consult with the General
Counsel regarding any records relating to that matter. If necessary, the General
Counsel will consult with Hypercom's outside legal counsel regarding the
appropriate steps that should be taken in regard to records relating to any such
proceeding. Federal and state law provides for imprisonment and severe penalties
for any person who alters, mutilates, conceals or destroys a record or an object
with intent to impair the availability of such item or influence the
investigation of a governmental department or agency, or that is the subject of
litigation.

<PAGE>

RELATIONS WITH EMPLOYEES

Hypercom recognizes that its continued success depends on the development and
fair treatment of all of its employees. Hypercom is committed to providing equal
opportunity for employment and advancement at every level of employment on the
basis of ability and aptitude, without regard to race, sex, age, religion,
national origin, disability, or any other classification protected by federal,
state and local laws and ordinances. Similarly, Hypercom is committed to
maintaining a workplace that is free from harassment by a co-worker, supervisor,
vendor or customer.

If you feel you are being discriminated or harassed, you should contact your
supervisor, a Human Resources manager or any other member of management you feel
comfortable discussing the matter with. In addition, employees can report such
conduct to the General Counsel or anonymously to MySafeWorkplace at
1-800-461-9330 or online at www.MySafeWorkplace.com. Employees will not be
disciplined or otherwise retaliated against as a result of reporting such
conduct.

ALCOHOL AND DRUGS IN THE WORKPLACE

Hypercom has a responsibility to all of its employees to provide a safe
workplace, including a drug and alcohol-free workplace. Hypercom reinforces its
commitment by prohibiting employees from using, possessing, distributing or
being under the influence of illegal drugs or alcohol at any time while on
company premises or performing company business at any location.

WORKPLACE HEALTH, SAFETY AND ENVIRONMENT

Hypercom is committed to the safety and health of its employees. Providing and
maintaining a safe work environment and instituting and following work practices
to safeguard employees must be a primary consideration for all of us. Reviewing
all of our businesses and identifying where we can act to improve safety
awareness is an ongoing task to which the entire corporation and each employee
should be dedicated. There is no job so important that we cannot take the time
to complete it safely. Safe work practices also include exercising good judgment
with regard to the environmental aspects of our business. Additionally,
discharge and disposition of hazardous materials should be performed only in a
manner that complies with environmental protection laws.

WAIVERS OF THE CODE OF ETHICS

Any waiver of this Code of Ethics for executive officers or directors may be
made only by the Board of Directors or a Board committee and will be promptly
disclosed as required by law or stock exchange regulation.

                          CODE OF ETHICS CERTIFICATION

I hereby certify to Hypercom Corporation that:

         1. I have read and understand the Company's Code of Ethics dated June
23, 2003 (the "Code of Ethics"). I understand that the Company's General Counsel
is available to answer to any questions I have regarding the Code of Ethics.

         2. I agree that I will comply with the Code of Ethics for as long as I
am subject to it.

Print name: _________________________________

<PAGE>

Signature: __________________________________

Date: ______________________________________

Location: ___________________________________