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                                                                Exhibit 10.3

THE SECURITIES EVIDENCED BY THIS PROMISSORY NOTE AND ISSUABLE UPON EXERCISE OF
THE CONVERSION RIGHTS (AS DEFINED BELOW) HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAW AND ACCORDINGLY
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED DIRECTLY OR
INDIRECTLY IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT RELATING
THERETO, (II) AN OPINION OF COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO
THE PARENT (AS DEFINED BELOW), THAT SUCH REGISTRATION IS NOT REQUIRED, (iii)
RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION THAT
SUCH REGISTRATION IS NOT REQUIRED, (IV) COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR (V) COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.2 OF THE WARRANT (AS DEFINED BELOW) AS IF SUCH PROVISIONS WERE STATED
TO BE EXPRESSLY APPLICABLE TO THIS PROMISSORY NOTE AND THE SHARES OF THE
PARENT'S COMMON STOCK ISSUABLE UPON EXERCISE OF THE CONVERSION RIGHTS.


                                 PROMISSORY NOTE

$15,000,000                                             Date: June  6, 2001
                                                        Chicago, Illinois

        FOR VALUE RECEIVED, each of the undersigned, HYPERCOM CORPORATION, a
Delaware corporation (the "PARENT"), HYPERCOM U.S.A., INC., a Delaware
corporation ("USA") and HYPERCOM HORIZON, INC., a Missouri corporation
("HORIZON") (Parent, USA and Horizon, each a "BORROWER" and collectively, the
"BORROWERS"), jointly and severally promise to pay to the order of MICHELLE
INVESTMENTS LLC ("LENDER"; the Lender and each subsequent transferee and/or
owner of this Note, whether taking by endorsement or otherwise, are herein
successively called "HOLDER"), at Holder's principal office at 500 Skokie Blvd.,
Northbrook, Illinois 60062, or at such other address as Holder shall advise
Borrowers from time to time, the principal sum of Fifteen Million Dollars
($15,000,000), at the rate of 7.5% per annum (the "INTEREST RATE"). The interest
due under this Note shall be computed on the basis of a year of three hundred
sixty (360) days for the actual number of days elapsed.

        Payments under this Note shall be paid to Holder daily in an amount
equal to 100% of amounts paid by or on behalf of Concord Equipment Sales, Inc.
("CONCORD SALES") or its affiliates or successors the immediately preceding day
under that certain agreement between Hypercom Transaction Systems Group, a
division of USA ("SYSTEMS") and Concord Sales dated September 13, 2000 and any
successor, renewal, substitute, replacement or amended agreement relating to the
subject matter thereof between Systems, USA, Parent or any of their affiliates,
on the one hand, and Concord Sales or any of its affiliates, on the other hand
(the "CONCORD AGREEMENT"); however, in no event shall the aggregate payments
made


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under this Note be less than: One Million Dollars ($1,000,000) as of the one
month anniversary date of this Note; Two Million Dollars ($2,000,000) as of the
two month anniversary date of this Note; Three Million Dollars ($3,000,000) as
of the three month anniversary date of this Note; Four Million Dollars
($4,000,000) as of the four month anniversary date of this Note; Five Million
Dollars ($5,000,000) as of the five month anniversary date of this Note; Seven
Million Five Hundred Thousand Dollars ($7,500,000) of principal plus all accrued
but then unpaid interest (the "MINIMUM SIXTH MONTH PAYMENT AMOUNT") as of the
six month anniversary date of this Note; the Minimum Sixth Month Payment Amount
plus One Million Dollars ($1,000,000) as of the seven month anniversary date of
this Note; the Minimum Sixth Month Payment Amount plus Two Million Dollars
($2,000,000) as of the eight month anniversary date of this Note; the Minimum
Sixth Month Payment Amount plus Three Million Dollars ($3,000,000) as of the
nine month anniversary date of this Note; the Minimum Sixth Month Payment Amount
plus Four Million Dollars ($4,000,000) as of the ten month anniversary date of
this Note; the Minimum Sixth Month Payment Amount plus Five Million Dollars
($5,000,000) as of the eleven month anniversary date of this Note; and the
entire unpaid principal balance of this Note plus all accrued but unpaid
interest as of the one year anniversary date of this Note.

        This Note is given pursuant to that certain Loan and Security Agreement
of today's date, executed by Borrowers and Lender (the "LOAN AGREEMENT") and is
secured by the collateral as described and defined in the Loan Agreement and
Holder is entitled to the benefit of all terms and provisions thereof. The Loan
Agreement and other Loan Documents (as defined in the Loan Agreement) executed
and delivered to Lender in connection with the Loan Agreement contain provisions
for the acceleration of the maturity of this Note and payment of all unpaid
principal and accrued interest shall be accelerated and become immediately due
and payable in full as provided therein.

        Notwithstanding anything herein to the contrary, the aggregate principal
amount due and owing hereunder shall not exceed $15,000,000.00. Upon
satisfaction of Borrowers' obligations hereunder, Holder shall have no right to
receive amounts otherwise due and owing any of the Borrowers under the Concord
Agreement.

        If Holder has not received the full amount of any payment required
hereunder other than the final principal and interest payment, by the end of
three calendar days after the date it is due, Borrowers shall, jointly and
severally, pay a late charge to the Holder in the amount of five percent (5%) of
the overdue payment to compensate Holder for administrative expenses and other
costs of delinquent payment. This late charge may be assessed without notice,
shall be immediately due and payable and shall be in additional to all other
rights and remedies available to Holder. Such late charge shall be in addition
to and separate from any increase in interest due hereunder as a result of
calculation of interest at the Default Rate, as hereinafter defined.

        Upon the occurrence of any Event of Default (as defined in the Loan
Agreement), and after maturity, and continuing until this Note is paid in full,
the principal hereof then outstanding shall bear interest (the "DEFAULT RATE")
at the lesser of (i) 12% per annum or (ii)


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the maximum rate permissible by law.

        All payments and prepayments on account of the indebtedness evidenced by
this Note shall be first applied to costs of collection and any other charges
due hereunder or under the Loan Agreement, if any, then on accrued and unpaid
interest on the unpaid principal balance of this Note and the remainder, if any,
to said principal balance. That certain Warrant No. 1 (the "WARRANT") issued by
Parent to Lender allows certain amounts otherwise due under this Note to be used
for the acquisition of stock of the Parent ("CONVERSION RIGHTS"). Amounts used
pursuant to the exercise of Conversion Rights shall be deemed payments hereunder
on a dollar for dollar basis, but shall be applied in reverse order of maturity
and shall not relieve the Borrowers from the obligation to timely pay any
remaining amounts otherwise due hereunder. For example, if as of the one month
anniversary of this Note no other payments of any sort had been made under this
Note other than the exercise of One Million Five Hundred Thousand Dollars
($1,500,000) of Conversion Rights, the Borrowers would be in default hereunder
for failure to make the minimum amount of payments due as of that date.

        Holder, in accepting this Note, hereby makes and affirms the
representations made in SECTIONS 6.2(a) through (g), inclusive of the Warrant as
if such representations were made with respect to this Note (with due regard to
the need in applying such representations to (i) replace references therein to
"this Warrant" with "this Note", and (ii) replace references therein to "Warrant
Shares" with "shares of the Parent's Common Stock issuable upon exercise of the
Conversion Rights."

        Borrowers may pre-pay this Note in part or in full, at any time and from
time to time without premium or penalty.

        If Holder delays in exercising or fails to exercise any of its rights
under this Note, that delay or failure shall not constitute a waiver of any of
Holder's rights, or of any breach, default or failure of condition of or under
this Note. No waiver by Holder of any of its rights, or of any such breach,
default or failure of condition shall be effective, unless the waiver is
expressly stated in a writing signed by Holder. All of Holder's remedies in
connection with this Note or under applicable law shall be cumulative, and
Holder's exercise of any one or more of those remedies shall not constitute an
election of remedies.

        This Note has been executed and delivered in Chicago, Illinois and shall
be construed in accordance with, and governed by, the laws of the State of
Illinois.

        In the event one or more of the provisions contained in this Note shall
for any reason be held to be invalid, illegal or unenforceable in any respect by
a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision of this Note, and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never been contained herein.

        BORROWERS HEREBY IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY
ACTION, SUIT, COUNTERCLAIM OR PROCEEDING (I) TO ENFORCE OR


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DEFEND ANY RIGHTS UNDER OR IN CONNECTION WITH THIS NOTE, OR ANY AMENDMENT,
INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE
DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR (II) ARISING FROM ANY DISPUTE
OR CONTROVERSY ARISING IN CONNECTION WITH OR RELATED TO THIS NOTE, OR ANY SUCH
AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT, AND AGREE THAT ANY SUCH ACTION,
SUIT, COUNTERCLAIM OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.

        Borrowers jointly and severally promise to pay all reasonable costs and
expenses (including reasonable attorneys' fees and costs suffered or incurred by
Holder) in collecting this Note or in enforcing any rights under the Loan
Agreement including any collateral granted thereunder. Except for notice
specifically required pursuant to the terms of the Loan Agreement, Borrowers
severally waive any and all notice and other formalities in connection with this
Note to the maximum extent allowed by law, including but not limited to notice
of nonpayment, demand, diligence, notice of extension, presentment for payment,
notice of dishonor, and protest of this Note.

        The obligations and liabilities under this Note of Borrowers shall be
binding upon and enforceable against Borrowers, and their respective successors
and assigns. This Note shall inure to the benefit of and may be enforced by
Lender, its successors and assigns.

        Borrowers agree that to the extent any Borrower makes any payment to
Holder in connection with the indebtedness evidenced by this Note, and all or
any part of such payment is subsequently invalidated, declared to be fraudulent
or preferential, set aside or required to be repaid by Holder or paid over to a
trustee, receiver or any other entity, whether under any bankruptcy act or
otherwise (any such payment is hereinafter referred to as a "PREFERENTIAL
PAYMENT"), then the indebtedness of Borrowers under this Note shall continue or
shall be reinstated, as the case may be, and, to the extent of such payment or
repayment by Holder, the indebtedness evidenced by this Note or part thereof
intended to be satisfied by such Preferential Payment shall be revived and
continued in full force and effect as if said Preferential Payment had not been
made.

        Without limiting the right of Holder to bring any action or proceeding
against Borrowers or against any property of Borrowers (an "ACTION") arising out
of or relating to this Note or any indebtedness evidenced hereby in the courts
of other jurisdictions, Borrowers severally irrevocably submit to the
jurisdiction, process and venue of any Illinois State or Federal court sitting
in Chicago, Illinois and hereby irrevocably agree that any Action may be heard
and determined in such Illinois State court or in such Federal court. Borrowers
severally and irrevocably waive, to the fullest extent they may effectively do
so, the defenses of lack of jurisdiction over any person, inconvenient forum or
improper venue, to the maintenance of any Action in any jurisdiction.

        No provision contained herein which purports to obligate a Borrower to
pay any amount of interest or other sums which is in excess of the maximum
permitted by


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applicable law shall be effective to the extent that it calls for the payment of
any interest or other sums in excess of such maximum. All agreements herein are
expressly limited so that in no contingency or event whatsoever shall the amount
paid or agreed to be paid to Holder for the use, forbearance or detention of the
money to be advanced hereunder exceed the highest lawful rate permissible under
applicable usury laws. If, from any circumstance whatsoever, fulfillment of any
provision hereof, at the time performance of such provisions shall be due, shall
involve transcending the limit of validity prescribed by law which a court of
competent jurisdiction may deem applicable hereto, then ipso facto, the
obligation to be fulfilled shall be reduced to the limit of such validity and if
from any circumstance Holder hereof shall ever receive as interest an amount
which would exceed the highest lawful rate, such amount which would be excessive
interest shall be applied to the reduction of the unpaid principal balance due
hereunder and not to the payment of interest.

        Time is of the essence hereof.

        Borrowers acknowledge and agree that the Loan which is evidenced by this
Note constitutes a "business loan" under the provisions of 815 ILCS Section
205/4.

        All notices required or permitted in connection with this Note shall be
given at the place and in the manner provided in the Loan Agreement for the
giving of notice.

                 THE FOLLOWING PAGE IS THE EXECUTION PAGE HEREOF


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        IN WITNESS WHEREOF, the undersigned have caused this Promissory Note to
be executed.


HYPERCOM CORPORATION, a                      HYPERCOM U.S.A., INC., a Delaware
Delaware corporation                         corporation


By: /s/ Jonathon E. Killmer                  By: /s/ Jonathon E. Killmer
    -----------------------                      -----------------------
        Jonathon E. Killmer                          Jonathon E. Killmer
        its: Executive Vice President                its: Secretary

HYPERCOM HORIZON, INC., a Missouri
corporation


By: /s/ Jonathon E. Killmer
    -----------------------
        Jonathon E. Killmer
        its: Secretary


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