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EXHIBIT 99.1

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTORS

In passing the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"), Congress encouraged public companies to make "forward-looking statements"
by creating a safe harbor to protect companies from securities law liability in
connection with forward-looking statements. We intend to qualify both our
written and oral forward-looking statements for protection under the Reform Act
and any other similar safe harbor provisions.

"Forward-looking statements" are defined by the Reform Act. Generally,
forward-looking statements include expressed expectations of future events and
the assumptions on which the expressed expectations are based. The words
"believe," "expect," "anticipate," "intends," "forecast," "project," and similar
expressions identify forward-looking statements. Such statements may include,
but are not limited to, the state of competition in the payments processing
industry in general; projections regarding specific demand for our products and
services; the commercial feasibility of new products, services and market
development initiatives; the adequacy of our current facilities and management
systems infrastructure to meet our operational needs; the status of our
relationship with and condition of third parties upon whom we rely in the
conduct of our business; the sufficiency of reserves for assets and obligations
exposed to revaluation; our ability to effectively hedge our exposure to foreign
currency exchange rate fluctuations; and future access to capital on terms that
are acceptable, as well assumptions related to the foregoing. Such
forward-looking statements are within the meaning of that term in Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All forward-looking statements are inherently
uncertain as they are based on various expectations and assumptions concerning
future events and they are subject to numerous known and unknown risks and
uncertainties that could cause actual events or result to differ materially from
those projected. Due to those and other uncertainties and risks, the investment
community is urged not to place undue reliance on our written or oral
forward-looking statements. We undertake no obligation to update or revise this
Cautionary Statement Regarding Forward-Looking Statements to reflect future
developments. In addition, we undertake no obligation to update or revise
forward-looking statements to reflect changed assumptions, the occurrence of
unanticipated events, or changes to future operating results over time.

We provided the following risk factor disclosure in connection with our
continuing effort to qualify our written and oral forward-looking statements
under the safe harbor protection of the Reform Act and any other similar safe
harbor provisions. Important factors currently known to management that could
cause actual results to differ materially from those in forward-looking
statements include the disclosures contained in our Annual Report on Form 10-K
to which this statement is appended as an exhibit and also include the
following:

RISK FACTORS

RISKS RELATED TO OUR BUSINESS

WE HAVE INCURRED SIGNIFICANT LOSSES AND NEGATIVE CASH FLOWS. IF WE ARE UNABLE TO
IMPROVE OUR FINANCIAL PERFORMANCE, THE PRICE OF OUR COMMON STOCK WILL SUFFER.

We incurred losses of $19.9 million for the year ended December 31, 2001 and
$31.0 million for the year ended December 31, 2000. We had negative cash flows
for the year ended December 31, 2000. Although we have undertaken aggressive
efforts to improve our profitability and increase our cash flows, it is possible
that the steps we have taken will not be successful or of sufficient impact for
us to achieve an acceptable level of profitability or positive cash flow. If we
fail to do so, the price of our common stock will suffer.

WE EXPECT OUR RESULTS OF OPERATIONS TO VARY FROM QUARTER TO QUARTER AND, AS A
RESULT, WE MAY NOT MEET THE EXPECTATIONS OF OUR INVESTORS AND EQUITY ANALYSTS,
WHICH COULD CAUSE THE PRICE OF OUR COMMON STOCK TO FLUCTUATE OR DECLINE.

Our revenues and results of operations have fluctuated significantly in the past
and are likely to fluctuate significantly in the future. For example, since
January 1, 2000, our net revenues have ranged from a low of $71.0 million for
the quarter ended September 30, 2001 to a high of $89.8 million for the quarter
ended June 30, 2000. Gross profit and gross profit as a percentage of net
revenues have ranged from a low of $17.9 million and 23.7%, respectively, for
the quarter ended September 30, 2000 to a high of $37.3 million and 41.6%,
respectively, for the quarter ended June 30, 2000. Accordingly, we believe that


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period-to-period comparisons of our results of operations may be misleading. You
should not rely upon the results of one quarter as an indication of future
performance. Our revenue and operating results may fall below the expectations
of securities analysts or investors in some future quarter or quarters. Our
failure to meet these expectations could cause the market price of our common
stock to decline.

Our quarterly revenue and operating results may vary depending on a number of
factors, including:

         -        the type, timing and size of orders and shipments for major
                  customers;

         -        demand for and acceptance of our new product offerings, and
                  returns or warranty costs from new product failures that
                  exceed our established reserves;

         -        delays in the implementation and delivery of our products and
                  services, which may impact the timing of our recognition of
                  revenue;

         -        write-offs of receivables in excess of reserves;

         -        variations in product mix and cost during any period;

         -        development of new relationships and maintenance and
                  enhancement of existing relationships with customers and
                  strategic partners;

         -        manufacturing or production difficulties;

         -        deferral of customer contracts in anticipation of product or
                  service enhancements;

         -        availability of financing; and

         -        industry and economic conditions, including competitive
                  pressures and inventory obsolescence.



OUR SALES CYCLES ARE RELATIVELY LONG AND UNPREDICTABLE, AND MAY BE SUBJECT TO
SEASONALITY, WHICH MAKES IT DIFFICULT TO FORECAST OUR REVENUE AND COULD RESULT
IN VOLATILITY IN THE PRICE OF OUR COMMON STOCK.

Our sales and implementation cycles vary substantially from customer to
customer, which makes it difficult to forecast our revenue and could result in
volatility in the price of our common stock. Prospective customers frequently
view the purchase of our products and services as part of a long-term,
enterprise-wide strategic decision. As a result, potential customers may take an
extended period of time to assess alternative solutions or defer their
purchasing decisions in anticipation of product or service enhancements.
Moreover, the POS systems industry is generally dependent on system roll-outs
with fixed time horizons. Our operating results may vary significantly if we
fail to obtain major projects, if major projects are cancelled or delayed or if
we fail to replace projects that have been completed or are nearing completion.
We have also experienced, and expect to continue to experience, quarters or
periods where individual product or service orders are significantly larger than
our typical product or service orders.

In addition, we may experience seasonality in the sales of our products and
services. For example, net revenue and results of operations tend to be stronger
from July to December due to increased POS purchases during the holiday season
and patterns in the capital budgeting and purchasing cycles of our current and
prospective customers. These seasonal variations in our sales may lead to
fluctuations in our quarterly operating results and volatility in the price of
our common stock.

THE LOSS OF ONE OR MORE OF OUR KEY CUSTOMERS COULD SIGNIFICANTLY REDUCE OUR
REVENUES AND PROFITS.

We have derived, and believe that we may continue to derive, a significant
portion of our revenues from a limited number of large customers. For the fiscal
year ended December 31, 2001, our two largest customers accounted for 12.7% of
our net revenue and our five largest customers accounted for 22.0% of our net
revenue. As of December 31, 2001, three customers represented 76.2%, or $86.4
million, of our total backlog of $113.4 million. Our customers may buy less of
our products or

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services depending on their own technological developments and internal budget
cycles. A major customer in one year may not purchase any of our products or
services in another year, which may negatively affect our financial performance.

OUR PRODUCTS MAY CONTAIN DEFECTS WHICH MAY BE DIFFICULT OR EVEN IMPOSSIBLE TO
CORRECT. PRODUCT DEFECTS COULD RESULT IN SALES DELAYS, DELAYS IN OUR COLLECTION
OF RECEIVABLES AND CLAIMS AGAINST US.

We offer technically complex products which, when first introduced or released
in new versions, may contain software or hardware defects that are difficult to
detect and correct. The existence of defects and delays in correcting them could
result in negative consequences, including the following:

         -        delays in shipping products;

         -        loss of market acceptance for our products;

         -        additional warranty expenses;

         -        diversion of resources from product development; and

         -        loss of credibility with distributors and customers.

Even though we and our customers test all of these products, it is likely that
defects will continue to be identified after products are shipped. In recent
periods, we have experienced various issues in connection with product launches,
including the need to rework these products and stabilize product designs.
Correcting defects can be a time-consuming or impossible task. Software errors
may take several months to correct, and hardware errors may take even longer.
These issues have resulted in sales delays and delays in the collection of
receivables, which has exacerbated our cash position and could adversely affect
our business in the future.

WE MAY ACCUMULATE EXCESS OR OBSOLETE INVENTORY THAT COULD RESULT IN
UNANTICIPATED PRICE REDUCTIONS AND WRITE-DOWNS AND ADVERSELY AFFECT OUR
FINANCIAL CONDITION.

Managing the proper inventory levels for components and finished products is
challenging. In formulating our product offerings, we have focused our efforts
on providing to our customers products with greater capacity and functionality,
which requires us to develop and incorporate the most current technologies in
our products. This approach tends to increase the risk of obsolescence for
products and components we hold in inventory and may compound the difficulties
posed by other factors that affect our inventory levels, including the
following:

         -        the need to maintain significant inventory of components that
                  are in limited supply;

         -        buying components in bulk for the best pricing;

         -        responding to the unpredictable demand for products; and

         -        responding to customer requests for quick delivery schedules.

As a result of these factors, we regularly run the risk of maintaining excess
inventory levels. If we accumulate excess or obsolete inventory, price
reductions and inventory write-downs may result, which could adversely affect
our business and financial condition.

IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR PROPRIETARY TECHNOLOGY, OUR
COMPETITORS MAY DEVELOP PRODUCTS SUBSTANTIALLY SIMILAR TO OUR PRODUCTS AND USE
SIMILAR TECHNOLOGIES, WHICH MAY RESULT IN THE LOSS OF CUSTOMERS.

We rely on patent, copyright, trademark and trade secret laws, as well as
confidentiality, licensing and other contractual arrangements, to establish and
protect the proprietary aspects of our products. Our efforts may result in only
limited protection, and our competitors may develop, market and sell products
substantially equivalent to our products, or utilize technologies similar to
those used by us. If we are unable to adequately protect our proprietary
technology, these third parties will be able to

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compete more effectively against us, which could result in the loss of customers
and affect our business adversely.

OUR PRODUCTS AND OTHER PROPRIETARY RIGHTS MAY INFRINGE ON THE PROPRIETARY RIGHTS
OF THIRD PARTIES, WHICH MAY EXPOSE US TO LITIGATION.

Although we believe that our products do not infringe on any third party's
patents, we cannot be certain that we will not become involved in litigation
involving patents or proprietary rights. Patent and proprietary rights
litigation entails substantial legal and other costs, and we do not know if we
will have the necessary financial resources to defend or prosecute our rights in
connection with any litigation. Responding to, defending or bringing claims
related to our intellectual property rights may require our management to
redirect our human and monetary resources to address these claims.

A DISRUPTION IN THE MANUFACTURING CAPABILITIES OF OUR THIRD-PARTY MANUFACTURERS
OR SUPPLIERS WOULD NEGATIVELY IMPACT OUR ABILITY TO MEET CUSTOMER DEMANDS.

We rely on third-party manufacturers to manufacture and assemble our products.
We also depend upon third-party suppliers to deliver components that are free
from defects, competitive in functionality and cost and in compliance with our
specifications and delivery schedules. Since we generally do not maintain large
inventories of our products or components, any termination of, or significant
disruption in, our relationship with our third-party manufacturers or suppliers
may prevent us from filling customer orders in a timely manner.

We have occasionally experienced, and may in the future experience, delays in
delivery of products and delivery of products of inferior quality from some of
our third-party manufacturers. Although alternate manufacturers and suppliers
are available to produce our products and product components, the number of
manufacturers or suppliers of some of our products and components is limited,
and qualifying a replacement manufacturer or supplier could take several months.
In addition, our use of third-party manufacturers reduces our direct control
over product quality, manufacturing timing, yields and costs. Disruption of the
manufacture or supply of our products and components or a third-party
manufacturer's or supplier's failure to remain competitive in functionality or
price could delay or interrupt our ability to manufacture or deliver our
products to customers on a timely basis, which would have a material adverse
effect on our business.

TERRORIST ATTACKS, SUCH AS THE ATTACKS THAT OCCURRED IN NEW YORK AND WASHINGTON,
D.C. ON SEPTEMBER 11, 2001, AND OTHER ACTS OF VIOLENCE OR WAR MAY AFFECT THE
MARKETS IN WHICH OUR COMMON STOCK TRADES, THE MARKETS IN WHICH WE OPERATE AND
OUR PROFITABILITY.

On September 11, 2001, the United States was the target of terrorist attacks of
unprecedented scope. These attacks may lead to armed hostilities or to further
acts of terrorism and civil disturbances in the United States or elsewhere. The
terrorist attacks caused instability in the global financial markets, and
contributed to downward pressure on securities prices of United States publicly
traded companies, such as us. Future terrorist attacks or armed conflict could
result in greater economic instability and further depress securities prices,
including the price of our common stock.

The September 11 attacks disrupted the global insurance and reinsurance
industries, and we may experience delays in renewing some insurance policies and
may not be able to obtain insurance at historical levels for all of our
facilities. Future terrorist attacks and armed conflicts could affect our
domestic and international sales, disrupt our supply chain and impair our
ability to produce and deliver our products. Such attacks and conflicts could
directly impact our physical facilities or those of our suppliers or customers,
both in the United States and elsewhere. Our primary facilities include
administrative, sales and R&D facilities in the United States, and manufacturing
facilities in China and Brazil. In addition, additional acts of terrorism may
make transportation of our supplies and products more difficult or cost
prohibitive. Any impairment of our financial performance as a result of
terrorist attacks or armed hostilities would increase the risk of non-compliance
with the financial covenants under our senior secured credit facility and other
lending arrangements, resulting in events of default and the possible
acceleration of our indebtedness.

OUR RESULTS OF OPERATIONS COULD BE HARMED IF OUR OPERATING EXPENSES DO NOT
CORRESPOND WITH THE TIMING OF OUR REVENUE.

Most of our operating expenses, such as employee compensation and rental expense
for properties, are either relatively fixed in the short-term or incurred in
advance of sales. Moreover, our spending levels are based in part on our
expectations regarding future revenue. As a result, if revenue for a particular
quarter is below expectations, we may not be able to proportionately reduce
operating expenses for that quarter. A shortfall in revenue, therefore, could
have a disproportionate effect on our

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expected operating results for that quarter and could cause the trading price of
our common stock to decline.

IF WE CANNOT MANAGE THE ADDITIONAL CHALLENGES PRESENTED BY OUR INTERNATIONAL
OPERATIONS, OUR REVENUES AND PROFITABILITY MAY SUFFER.

We derived approximately 52% of our total net revenues from sales outside the
United States, principally in Latin America (including Mexico) and Europe, for
the year ended December 31, 2001. We expect that international sales will
continue to account for a significant percentage of our net revenue in the
foreseeable future. Because a substantial percentage of our revenues are derived
from foreign customers, we face numerous risks associated with conducting
international operations, any of which could negatively affect our financial
performance and results of operations. These risks include the following:

         -        we are subject to foreign regulatory requirements that may
                  change without notice;

         -        our expenses related to sales and marketing and research and
                  development may increase;

         -        we are subject to various export restrictions, and export
                  licenses may not always be available;

         -        we are subject to foreign tariffs and other trade barriers;

         -        some of the foreign countries that we deal with suffer from
                  political and economic instability;

         -        some of the foreign currencies that we deal with fluctuate
                  significantly and are subject to inflationary pressures;

         -        we may have difficulty staffing and managing our foreign
                  operations;

         -        there is a tendency for international payment cycles to be
                  longer than for our North American operations;

         -        we may have difficulty collecting accounts receivable; and

         -        we are subject to the Foreign Corrupt Practices Act, which may
                  place us at a competitive disadvantage to foreign companies
                  that are not subject to similar regulations.

OUR ePicNetz APPLICATION SERVICES PROVIDER MAY NOT PROVE SUCCESSFUL.

We established ePicNetz in 2000 as our application service provider unit to
support our ePic corporate initiatives. We have expended substantial sums in
establishing ePicNetz and in developing the software that drives our
comprehensive internet-based retail countertop commerce and information systems,
called ePOS-infocommerce or ePic. Although adoptions by merchants appears
promising, we cannot guarantee that ePicNetz will generate substantial revenues
or achieve profitability. If ePicNetz is not successful, it could have a
material adverse effect on our financial performance and result in our decision
to cancel the ePicNetz program.


OUR GOLDEN EAGLE LEASING SUBSIDIARY IS ENGAGED IN MICRO-TICKET LEASING OF POS
RELATED APPLIANCES. BY NATURE, THIS ACTIVITY CARRIES A HIGH RATE OF LEASE
DEFAULT THAT, IF EXCESSIVE, CAN RESULT IN A SUBSTANTIAL WRITE-OFF OF OUR LEASE
PORTFOLIO AND FURTHER IMPAIR PROFITABILITY.

In January 2000, our wholly-owned subsidiary, Hypercom Financial, Inc.,
purchased substantially all of the assets and business and assumed certain
liabilities of Golden Eagle LLC (now Golden Eagle Leasing, Inc., herein referred
to as "Golden Eagle"). Golden Eagle is a "micro ticket" leasing organization,
which advances funds under debt financing leases for point-of-sale terminals
with a retail price of under $5,000. Golden Eagle's micro ticket leasing
business is characterized by high incidences of delinquencies, which in turn can
lead to significant levels of loan losses. The current level of profitability
could be substantially impaired if existing lease loss reserves prove inadequate
or leases originated in the future experience a default rate greater than that
for which reserves are established at the time of inception.


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WE ARE DEPENDENT ON CURRENT MANAGEMENT AND KEY PERSONNEL. THE LOSS OF CERTAIN OF
THESE INDIVIDUALS COULD CAUSE MATERIAL HARM TO THE OPERATION AND FUTURE
PROSPECTS OF OUR BUSINESS.

George Wallner, our Chief Strategist, Christopher Alexander, our Chairman,
President and Chief Executive Officer, John W. Smolak, our Executive Vice
President, Chief Financial Officer, and Chief Administrative Officer, and Jairo
Gonzalez, President of Hypercom Transactions Systems Group, are instrumental in
the development, growth and operations of Hypercom. The loss of any of these key
executives could have a material adverse effect on the operation and future
prospects of our business.

We also believe our future success will depend largely upon our ability to
attract and retain highly-skilled hardware and software engineers, managerial,
and sales and marketing personnel. We compete against numerous companies,
including larger, more established companies, for our personnel. We do not know
if we will be successful in attracting or retaining skilled personnel. Further,
the loss of certain key employees or our inability to attract and retain other
qualified employees could negatively affect our financial performance.

WE HAVE IN THE PAST AND MAY IN THE FUTURE MAKE ACQUISITIONS AND STRATEGIC
INVESTMENTS, WHICH WILL INVOLVE NUMEROUS RISKS. WE MAY NOT BE ABLE TO ADDRESS
THESE RISKS WITHOUT SUBSTANTIAL EXPENSE, DELAY OR OTHER OPERATIONAL OR FINANCIAL
PROBLEMS.

We may acquire or make substantial investments in related businesses,
technologies or products in the future. These acquisitions or investments
involve various risks, such as:

         -        the difficulty of assimilating the technologies, operations
                  and personnel of the acquired business, technology or product;

         -        the potential disruption of our ongoing business, including
                  the diversion of management attention;

         -        the possible inability to obtain the desired financial and
                  strategic benefits from the acquisition or investment;

         -        the loss of key employees of an acquired business; and

         -        the possibility of our entering markets in which we have
                  limited prior experience.

Future acquisitions and investments could also result in substantial cash
expenditures, potentially dilutive issuance of our equity securities, our
incurring of additional debt and contingent liabilities, and amortization
expenses related to other intangible assets that could adversely affect our
business, operating results and financial condition. Our prior acquisitions have
consumed and will continue to consume substantial management attention and
company resources, and will continue to require substantial efforts and involve
ongoing risks in the integration of these operations. In this regard, to date,
we have not achieved expected results from certain acquisitions, particularly
Golden Eagle. We will be dependent on the retention and performance of these
businesses' existing management and employees for the day-to-day management and
future operating results of these businesses.


RISKS RELATED TO THE INDUSTRY

THE MARKETS IN WHICH WE COMPETE ARE HIGHLY COMPETITIVE AND SUBJECT TO PRICE
EROSION.

The market for our products and services is highly competitive. Increased
competition from manufacturers or distributors of products similar to or
competitive with our products, or from service providers that provide services
similar to our services, could result in price reductions, reduced margins and a
loss of market share or could render our products obsolete.

We expect to continue to experience significant and increasing levels of
competition in the future. In many of our markets, traditional computer hardware
manufacturing, communications and consulting companies provide the most
significant competition. With respect to our POS products, we also compete with
cash registers that provide built in POS capabilities and producers of software
that facilitates electronic payment over the internet, as well as other
manufacturers of POS terminals. We must also compete with smaller service
providers that have been able to develop strong local or regional customer
bases.

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Most of our competitors and potential competitors are more established, benefit
from greater name recognition and have significantly greater resources than we
do. Moreover, we have little or no proprietary barriers to entry that could keep
our competitors from developing products or services and technology similar to
ours or from selling competing products or services in our markets.

WE ARE SUBJECT TO INDUSTRY AND TECHNOLOGY CHANGES AND ARE DEPENDENT ON
DEVELOPMENT AND MARKET ACCEPTANCE OF NEW PRODUCTS. IF WE ARE UNABLE TO
ADEQUATELY RESPOND TO THESE CHANGES AND TO MARKET DEMANDS IN A TIMELY MANNER,
OUR BUSINESS WILL NOT BE SUCCESSFUL.

The industry in which we operate is characterized by rapid changes in technology
and numerous new product introductions. Our success, particularly in this
industry, depends to a large degree upon our continued ability to offer new
products and enhancements to our existing products to meet changing market and
industry requirements. The introduction of new products and technologies by
third parties could have an adverse effect on the sales of our existing products
and technologies. We cannot be certain of our ability to successfully:

         -        identify, develop, or manufacture new products and
                  technologies;

         -        market or support these new products and technologies;

         -        control delays in introducing new products;

         -        gain market acceptance for the new products and technologies;
                  or

         -        respond to technological changes, new industry standards, and
                  announcements of new products by competitors.

Developing new products and technologies is a complex, uncertain process
requiring innovation and accurate anticipation of technological and market
trends. When changes to the product line are announced, we will be challenged to
manage possible shortened life cycles for existing products, continue to sell
existing products and prevent customers from returning existing products. Our
inability to respond effectively to any of these challenges may have a material
adverse effect on our business and financial success. We may suffer other
business and financial losses if we are not successful in marketing new products
and responding to industry changes and new product introductions or enhancements
by our competitors.

WE ARE SUBJECT TO EXTENSIVE INDUSTRY STANDARDS AND GOVERNMENT REGULATIONS. OUR
FAILURE TO PROPERLY COMPLY WITH THESE STANDARDS AND REGULATIONS COULD ADVERSELY
AFFECT OUR PRODUCTION AND SALES.

Our product sales are subject to a substantial and complex array of industry
driven standards and governmental regulation, both domestic and foreign,
including:

         -        industry standards imposed by EuroPay, Mastercard, VISA, and
                  others;

         -        certification standards required for connection to some public
                  telecommunications networks;

         -        Federal Communications Commission regulations; and

         -        Underwriters Laboratories' regulations.

Our failure to properly comply with these standards and regulations could result
in lost product sales, significant costs associated with required remedial
measures or production stoppages, any of which could have a material adverse
effect on our financial condition and future prospects.


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RISKS RELATED TO OUR COMMON STOCK

CERTAIN OF OUR EXISTING STOCKHOLDERS HAVE EFFECTIVE VOTING CONTROL OVER OUR
AFFAIRS, WHICH SUBSTANTIALLY LIMITS YOUR RIGHTS AS A STOCKHOLDER AND MAY AFFECT
THE MARKET VALUE OF OUR STOCK.

George Wallner, our Chief Strategist, and his brother, Paul Wallner, together
own approximately 41.3% of our outstanding common stock. Accordingly, the
Wallners have the ability to effectively control our affairs, including the
election of our Board of Directors. They can also, except as otherwise provided
by law, approve or disapprove other matters submitted to a vote of our
stockholders, including a merger, consolidation, or sale of assets. This voting
control also may have the effect of delaying or preventing a change of control
of Hypercom and may affect the price investors are willing to pay in the future
for shares of our common stock.

OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE.

The market price of our common stock has been, and is likely to continue to be,
volatile. When we or our competitors announce new customer orders or services,
change pricing policies, experience quarterly fluctuations in operating results,
announce strategic relationships or acquisitions, change earnings estimates,
experience government regulatory actions or suffer from generally adverse
economic conditions, our stock price is often affected. Recently, companies
similar to ours have experienced extreme price fluctuations, often for reasons
unrelated to their performance.

WE ARE SUBJECT TO ANTI-TAKEOVER EFFECTS OF CERTAIN CHARTER AND BYLAW PROVISIONS
AND DELAWARE LAW.

We have provisions in our certificate of incorporation and bylaws which:

         -        make it more difficult for a third party to acquire control of
                  us, and discourage a third party from attempting to acquire
                  control of us;

         -        may limit the price some investors are willing to pay for our
                  common stock;

         -        enable us to issue preferred stock without a vote of our
                  stockholders or other stockholder action;

         -        provide for a classified Board of Directors and regulate
                  nominations for the Board of Directors;

         -        make it more difficult for stockholders to take certain
                  corporate actions; and

         -        may delay or prevent a change of control.

These and other provisions of our charter documents, as well as certain
provisions of Delaware law, could delay or make more difficult certain types of
transactions involving a change of control of Hypercom or our management. As a
result, the price of our common stock may be adversely affected.

OUR STOCK PRICE COULD BE AFFECTED BECAUSE A SUBSTANTIAL NUMBER OF SHARES OF OUR
COMMON STOCK WILL BE AVAILABLE FOR SALE IN THE FUTURE.

As of June 30, 2002, we had 47,936,090 shares of our common stock outstanding,
all of which were eligible for trading on the New York Stock Exchange. We also
had outstanding, as of June 30, 2002, options and warrants to acquire an
additional 13,460,569 shares of our common stock. All of the shares underlying
the outstanding options and warrants have been registered for resale. Future
public sales of such common stock, or the availability of such shares for sale,
including the shares subject to outstanding options and warrants, could
adversely affect the prevailing market price of our common stock and impair our
ability to raise capital through the sale of additional equity securities.

WE DO NOT PLAN TO PAY ANY DIVIDENDS ON OUR COMMON STOCK.

We do not anticipate paying any dividends on, or repurchasing shares of, our
common stock for the foreseeable future. Our credit agreements restrict our
ability to pay cash dividends.


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RISKS RELATED TO OUR INDEBTEDNESS

OUR INDEBTEDNESS AND THE RESTRICTIONS IMPOSED BY THE TERMS OF OUR DEBT COULD
ADVERSELY AFFECT OUR FINANCIAL HEALTH AND OUR ABILITY TO RESPOND TO CHANGES IN
OUR BUSINESS.

As a result of the terms of our senior secured credit facility:

         -        our vulnerability to adverse general economic conditions and
                  competitive pressures is heightened;

         -        we are and will continue to be governed by restrictive
                  covenants that require us to maintain certain financial ratios
                  and limit our ability to, among other things, borrow
                  additional funds, make capital expenditures, pay dividends,
                  make investments, purchase our stock, consummate asset sales
                  or conduct mergers and acquisitions;

         -        our flexibility in planning for, or reacting to, changes in
                  our business and industry will be limited;

         -        we are sensitive to fluctuations in interest rates because
                  some of our debt obligations are subject to variable interest
                  rates; and

         -        our ability to obtain additional financing in the future for
                  working capital, capital expenditures, acquisitions, general
                  corporate purposes or other purposes may be impaired.

We cannot assure you that our leverage and such restrictions will not materially
and adversely affect our ability to finance our future operations or capital
needs or to engage in other business activities. In addition, we cannot assure
you that additional financing will be available when required or, if available,
will be on terms satisfactory to us. Further, even if we were able to obtain
additional financing, we may be required to use proceeds to repay a portion of
our debt.

OUR LOAN AGREEMENT CONTAINS RESTRICTIVE AND FINANCIAL COVENANTS AND, IF WE ARE
UNABLE TO COMPLY WITH THESE COVENANTS, WE WILL BE IN DEFAULT. A DEFAULT COULD
RESULT IN THE ACCELERATION OF OUR OUTSTANDING INDEBTEDNESS, WHICH WOULD HAVE AN
ADVERSE EFFECT ON OUR BUSINESS AND THE PRICE OF OUR COMMON STOCK.

In August 2001, we entered into a new senior secured credit facility. This new
credit facility and our other financing arrangements contain customary covenants
that require us to maintain certain specified financial ratios and consolidated
net worth and restrict our ability to make certain distributions with respect to
our capital stock, prepay other debt, or undertake various other corporate
activities. For example, our senior secured credit facility contains covenants
that, subject to specified exceptions, prohibit us from:

         -        incurring any additional indebtedness;

         -        incurring or permitting to exist any additional liens on our
                  assets;

         -        engaging in a change of control transaction or other
                  fundamental change, such as a merger, recapitalization or
                  liquidation;

         -        disposing of our assets, including equipment and inventory,
                  outside the ordinary course of business;

         -        prepaying or modifying the terms of our existing indebtedness,
                  except in connection with a permitted refinancing;

         -        redeeming, repurchasing or paying dividends or other
                  distributions on our capital stock;

         -        engaging in certain transactions with our affiliates;


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         -        failing to maintain specified levels of EBITDA and tangible
                  net worth and ratios of senior debt and total debt to EBITDA;
                  and

         -        issuing or selling any prohibited preferred stock.

If we are unable to comply with any of these covenants, we will be in default,
which could cause cross-defaults under other loans or agreements. A default, if
not waived by our lenders, could result in the acceleration of our outstanding
indebtedness and cause our debt to become immediately due and payable. If we
were required to obtain waivers of defaults, we may incur significant fees and
transaction costs. If waivers of defaults are not obtained and acceleration
occurs, we may not be able to repay our debt and we may not be able to borrow
sufficient additional funds to refinance this debt. Even if new financing is
made available to us, it may not be available on acceptable terms.



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