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                                                                  Exhibit 10.7

THE SECURITIES EVIDENCED BY AND UNDERLYING THIS DOCUMENT 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 COMPANY (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) OTHERWISE
COMPLYING WITH THE PROVISIONS OF ARTICLE III OF THE WARRANT (AS DEFINED BELOW)
IN THE MANNER DESCRIBED BELOW.


                           CONVERTIBLE PROMISSORY NOTE



$__________                                                     Phoenix, Arizona
                                                                    June 4, 2001



          For value received, Hypercom Corporation (the "Company"), promises to
pay to _____________________________________, (the "Holder") the principal sum
of ___________________________________________________ ($__________) with
interest thereon from the date hereof until paid at a per annum rate equal to
seven and one half percent (7.5%), as follows:

          All principal and accrued interest due hereunder shall be due and
payable to the extent not previously paid or satisfied, on September 5, 2001
(the "Payment Date"). From the date hereof through the earlier of the (i)
Payment Date or (ii) the date on which the Company's obligations hereunder are
fully paid satisfied and discharged, interest shall be accrued daily on the
outstanding principal balance and shall be calculated on the basis of a 365 day
year. If any payment of interest and/or principal is not received by the Holder
when such payment is due, then, as additional remedies, all past due payments of
principal and/or interest shall bear interest from their due date until paid at
an annual rate equal to fifteen percent (15%), payable on demand.

          All payments of principal and interest on this Convertible Promissory
Note (this "Note") are payable in lawful money of the United States of America
at ____________________________________ or at such other place as the Holder may
designate in writing.

          All payments shall be credited first on late charges and costs of
collection, if any, and then on interest then due and the remainder on
principal, and interest shall thereupon cease upon the principal so credited.

          This Note may be prepaid at any time without penalty upon at least
fifteen (15) days' prior written notice to the Holder.
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          The Company hereby agrees to pay the contracted rate of interest,
which includes interest at the rate set forth herein and all costs and fees
associated with obtaining this credit accommodation to the extent any such costs
and fees are deemed interest under applicable law. This Note shall be construed
according to the laws of the State of Arizona (except for the provisions set
forth in the immediately succeeding paragraph which shall be governed by
Delaware law).

          During the term of this Note, the Holder may convert this Note, in
whole or in part, into shares of the Common Stock of the Company (the "Note
Shares") at a conversion price of $3.16 per share by delivering to the Company
at the address set forth in the Loan Agreement (as described below) (i) a duly
executed Notice of Conversion in the form of Exhibit "A" attached hereto, and
(ii) a duly executed Investment Representation Certificate in the form of
Exhibit "B" attached hereto. Concurrently herewith, the Company is granting the
lender a warrant (the "Warrant") to purchase 62,500 shares of the Company's
Common Stock. The provisions set forth in Articles II, III, IV, V, Section 6.3
and Article VII of the Warrant applicable to the Warrant and the shares of
Common Stock of the Company underlying the Warrant shall apply to this Note and
the Note Shares as if such terms were fully set forth herein (with due regard to
the need in applying such provisions to (i) replace references to "this Warrant"
in such provisions with "this Note", and (ii) replace references to "Warrant
Shares" in such provisions with "Note Shares").

          Any assignment of this Note by the Holder shall be accompanied by an
Assignment Form in the form of Exhibit "C" attached hereto, duly executed by the
Holder.

          This Note is one of the Notes referred to in, and issued pursuant to,
the Loan Agreement dated as of June 4, 2001 by and among the Company, as
borrower, George R. Wallner and the "Lenders" named therein.

          IN WITNESS WHEREOF, the Company has executed this Promissory Note as
of the day and year first above written.





                                                 HYPERCOM CORPORATION


                                                 By:____________________________

                                                 Its:___________________________


                                      -2-
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                                   EXHIBIT "A"

                            NOTICE OF CONVERSION FORM

              (To be executed only upon partial or full conversion
                  of the attached Convertible Promissory Note)



          The undersigned registered holder of the attached Convertible
Promissory Note (the "Note") hereby irrevocably converts $_____________ of the
Note for, and purchases ________ shares of, the Common Stock of Hypercom
Corporation, all at the price and on the terms and conditions specified in the
Note and requests that (i) a certificate (or _____ certificates in denominations
of ______________ shares, respectively) for the shares of Common Stock of
Hypercom Corporation hereby purchased be issued in the name of and delivered to
(choose one) (a) the undersigned or (b) [NAME]__________________________________
______________________________________, whose address is________________________
_______________________________________________________ and, (ii) if the Note is
not hereby converted in whole, that a new Convertible Promissory Note in the
same form as attached hereto but representing the remaining outstanding
principal amount of the Note not converted hereby be issued in the name of and
delivered to (choose one) (a) the undersigned or (b) [NAME]_____________________
_________________________________, whose address is ____________________________
______________________________.



Dated___________________________

Signature Guaranteed

________________________________

________________________________

                                    By:_________________________________________
                                        (Signature of Registered Holder of Note)

                                    Title:______________________________________

NOTICE: The signature to this Notice of Conversion must correspond with the name
as written upon the face of the attached Convertible Promissory Note in every
particular, without alteration or enlargement or any change whatever.
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                                   EXHIBIT "B"

                      INVESTMENT REPRESENTATION CERTIFICATE



Purchaser:_____________________________

Company: Hypercom Corporation (the "Company")
Security: Common Stock
Amount:____________________
Date:______________________


In connection with the purchase of the above-listed shares of Common Stock (the
"Note Shares"), the undersigned (the "Purchaser") hereby represents to the
Company as follows:

     (a)  PURCHASE FOR OWN ACCOUNT. The Note Shares are being acquired for
investment for the Purchaser's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and the Purchaser
has no present intention of selling, granting any participation in, or otherwise
distributing the Note Shares or any part thereof. The Purchaser does not have
any contract, undertaking, agreement or arrangement with any Person to sell,
transfer or grant participation to such Person with respect to the Note Shares
or any part thereof.

     (b)  DISCLOSURE OF INFORMATION. The Purchaser is aware of the Company's
business affairs and financial condition, has received and reviewed all
information (including all reports, registrations and other documents) filed by
the Company with the United States Securities and Exchange Commission (the
"Commission") up to the date hereof) it considers necessary or appropriate for
making an informed and knowledgeable decision as to whether to acquire this
Warrant and further represents that it has had sufficient opportunity to ask
questions and receive answers from the Company regarding the nature and affairs
of the Company, including its business, properties, prospects and financial
condition.

     (c)  INVESTMENT EXPERIENCE. The Purchaser is an investor in securities of
companies and acknowledges that it is capable of bearing the economic risk of
its investment in the Note Shares, including the risk of total loss of such
investment, and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of such
investment.

     (d)  ACCREDITED INVESTOR. The Purchaser is an "accredited investor" within
the meaning of Commission Rule 501 of Regulation D, as presently in effect.

     (e)  RESTRICTED SECURITIES. The Purchaser understands and hereby
acknowledges that (i) the Note Shares may not initially be registered under the
Securities Act, and in such event will be issued in reliance upon a specific
exemption from the registration requirements under the Securities Act, which
exemption depends upon, among other things, the bona fide nature of the
Purchaser's investment intent as expressed herein, and (ii) the Note Shares must
be held
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indefinitely unless subsequently registered under the Securities Act or unless
an exemption from registration is otherwise available.

     (f)  RULE 144 RESTRICTIONS. The Purchaser is aware of the provisions of
Rule 144, promulgated under the Securities Act, which, in substance, permit
limited public resale of "restricted securities" acquired, directly or
indirectly, from the issuer thereof (or from an affiliate of such issuer), in a
non-public offering subject to the satisfaction of certain conditions, if
applicable, including, among other things: (i) the availability of certain
public information about the Company; (ii) the resale occurring not less than
one (1) year after the party has purchased and paid for the securities to be
sold, unless registered; (iii) the sale being made through a broker in an
unsolicited "broker's transaction" or in transactions directly with a market
maker (as said term is defined under the Exchange Act), (iv) the amount of
securities being sold during any three-month period not exceeding the specified
limitations stated therein, and (v) the filing of Form 144 with the Commission.

     (g)  RULE 144 LIMITATIONS. The Purchaser understands and acknowledges that
at the time it wishes to sell some or all of the Note Shares there may not be an
active public market upon which to make such a sale, and that, even if such an
active public market upon which to make such a sale then exists, the Company may
not be satisfying the current public information requirements of Rule 144, and
that, in such event, the Purchaser may be precluded from selling the Note Shares
under Rule 144 even if the one-year minimum holding period had been satisfied or
the Note Shares registered. The Purchaser further understands that (i) if all of
the requirements of Rule 144 are not satisfied, registration under the
Securities Act, compliance with Regulation A or Regulation S under the
Securities Act or some other registration exemption will be required to permit
the Purchaser to sell the Note Shares, and (ii) notwithstanding the fact that
Rule 144 is not exclusive, the staff of the Commission has expressed its opinion
that persons proposing to sell private placement securities other than in a
registered offering and other than pursuant to Rule 144 will have a substantial
burden of proof in establishing that an exemption from registration is available
for such offers or sales, and that such persons and their respective brokers who
participate in such transactions do so at their own risk.


Date:________________________, 20___         PURCHASER:


                                             ___________________________________

                                       2

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                                   EXHIBIT "C"

                                 ASSIGNMENT FORM

      (To be executed only upon the assignment of the attached Convertible
                                Promissory Note)



          FOR VALUE RECEIVED, the undersigned registered holder of the attached
Convertible Promissory Note (the "Note") hereby sells, assigns and transfers
unto _____________________, whose address is _________________________________,
$____________ principal amount and related interest, and related rights of the
undersigned under the Note, and if the Note is not hereby assigned in whole, the
undersigned hereby requests that Hypercom Corporation issue to the undersigned a
new Convertible Promissory Note in the same form as attached hereto but
representing the remaining outstanding principal amount of the Note not assigned
hereby, and irrevocably constitutes and appoints ________________________
______________________________ attorney to register such assignment on the books
of Hypercom Corporation maintained for such purpose, with full power of
substitution in the premises.




Dated:______________________

Signature Guaranteed

__________________________________

__________________________________

                                           By:__________________________________
                                               (Signature of Registered Holder)

                                           Title:_______________________________


NOTICE: The signature to this Assignment must correspond with the name upon the
face of the attached Convertible Promissory Note in every particular, without
alteration or enlargement or any change whatever.