<PAGE>   1
[BANK ONE LOGO]

                                PROMISSORY NOTE

<TABLE>
<CAPTION>
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   Principal          Loan Date      Maturity      Loan No.      Call       Collateral       Account        Officer     Initials
<S>                 <C>             <C>            <C>          <C>         <C>             <C>             <C>         <C>
$25,000,000.00       01-06-2000     04-30-2001                  208725          326         7241424012        37776
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References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan
or item.
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</TABLE>

BORROWER: HYPERCOM FINANCIAL INC., an        LENDER: Bank One, Arizona, NA
          Arizona corporation                        Phoenix Commercial Banking
          2851 W. Kathleen Road                      201 North Central
          Phoenix, AZ 85023                          Phoenix, AZ 85004
================================================================================

PRINCIPAL AMOUNT: $25,000,000.00                   DATE OF NOTE: JANUARY 6, 2000

PROMISE TO PAY. FOR VALUE RECEIVED, HYPERCOM FINANCIAL, INC., AN ARIZONA
CORPORATION  ("BORROWER") PROMISES TO PAY TO BANK ONE, ARIZONA, NA ("LENDER"),
OR ODER, IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA, THE PRINCIPAL AMOUNT
OF TWENTY FIVE MILLION & 00/100 DOLLARS ($25,000,000.00) ("TOTAL PRINCIPAL
AMOUNT") OR SO MUCH AS MAY BE OUTSTANDING, TOGETHER WITH INTEREST ON THE UNPAID
OUTSTANDING PRINCIPAL BALANCE FROM THE DATE ADVANCED UNTIL PAID IN FULL.

PAYMENT. THIS NOTE SHALL BE PAYABLE AS FOLLOWS: INTEREST SHALL BE DUE AND
PAYABLE MONTHLY AS IT ACCRUES, COMMENCING ON JANUARY 31, 2000 AND CONTINUING ON
THE SAME DAY OF EACH MONTH THEREAFTER DURING THE TERM OF THIS NOTE, AND THE
OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE, TOGETHER WITH ALL ACCRUED BUT
UNPAID INTEREST, SHALL BE DUE AND PAYABLE ON APRIL 30, 2001. The annual
interest rate for this Note is computed on a 365/360 basis; that is, by
applying the ratio of the annual interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender at
the address designated by Lender from time to time in writing. If any payment
of principal or of interest on this Note shall become due on a day which is not
a Business Day, such payment shall be made on the next succeeding Business Day.
As used herein, the term "BUSINESS DAY" shall mean any day other than a
Saturday, Sunday or any other day on which national banking associations are
authorized to be closed. Unless otherwise agreed to, in writing, or otherwise
required by applicable law, payments will be applied first to accrued, unpaid
interest, then to principal, and any remaining amount to any unpaid collection
costs, late charges and other charges, provided, however, upon delinquency or
other default, Lender reserves the right to apply payments among principal,
interest, late charges, collection costs and other charges at its discretion.
The books and records of Lender shall be prima facie evidence of all
outstanding principal of and accrued but unpaid interest on this Note. If this
Note is governed by or is executed in connection with a loan agreement, this
Note is subject to the terms and provisions thereof.

VARIABLE INTEREST RATE. THE INTEREST RATE ON THIS NOTE IS SUBJECT TO FLUCTUATION
BASED UPON THE PRIME RATE OF INTEREST IN EFFECT FROM TIME TO TIME (THE "INDEX")
(WHICH RATE MAY NOT BE THE LOWEST, BEST OR MOST FAVORABLE RATE OF INTEREST
WHICH LENDER MAY CHARGE ON LOANS TO ITS CUSTOMERS). "PRIME RATE" SHALL MEAN THE
RATE ANNOUNCED FROM TIME TO TIME BY LENDER AS ITS PRIME RATE. EACH CHANGE IN
THE RATE TO BE CHARGED ON THIS NOTE WILL BECOME EFFECTIVE WITHOUT NOTICE ON THE
SAME DAY AS THE INDEX CHANGES. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE UNPAID
PRINCIPAL BALANCE OF THIS NOTE WILL ACCRUE INTEREST AT A RATE PER ANNUM WHICH
WILL FROM TIME TO TIME BE EQUAL TO THE SUM OF THE INDEX, PLUS 0.000%. NOTICE:
UNDER NO CIRCUMSTANCES WILL THE INTEREST RATE ON THIS NOTE BE MORE THAN THE
MAXIMUM RATE ALLOWED BY APPLICABLE LAW.

PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance
charges are earned fully as of the date of the loan and will not be subject to
refund upon early payment (whether voluntary or as a result of default), except
as otherwise required by law. Except for the foregoing, Borrower may pay
without fee all or a portion of the principal amount owed hereunder earlier
than it is due. All prepayments shall be applied to the indebtedness owing
hereunder in such order and manner as Lender may from time to time determine in
its sole discretion.

LATE CHARGE. If a payment IS 10 DAYS OR MORE LATE, Borrower will be charged
5.000% OF THE REGULARLY SCHEDULED PAYMENT OR $25.00, WHICHEVER IS GREATER.

DEFAULT. Borrower will be in default if any of the following happens: (a)
Borrower fails to make any payment of principal or interest when due under this
Note or any other indebtedness owing now or hereafter by Borrower to Lender;
(b) failure of Borrower or any other party to comply with or perform any term,
obligation, covenant or condition contained in this Note or in any other
promissory note, credit agreement, loan agreement, guaranty, security
agreement, mortgage, deed of trust or any other instrument, agreement or
document, whether now or hereafter existing, executed in connection with this
Note (the Note and all such other instruments, agreements, and documents shall
be collectively known herein as the "RELATED DOCUMENTS"); (c) Any
representation or statement made or furnished to Lender herein, in any of the
Related Documents or in connection with any of the foregoing is false or
misleading in any material respect; (d) Borrower or any other party liable for
the payment of this Note, whether as maker, endorser, guarantor, surety or
otherwise, becomes insolvent or bankrupt, has a receiver or trustee appointed
for any part of its property, makes an assignment for the benefit of its
creditors, or any proceeding is commenced either by any such party or against
it under any bankruptcy or insolvency laws; (e) the occurrence of any event of
default specified in any of the other Related Documents or in any other
agreement now or hereafter arising between Borrower and Lender; (f) the
occurrence of any event which permits the acceleration of the maturity of any
indebtedness owing now or hereafter by Borrower to any third party; or (g) the
liquidation, termination, dissolution, death or legal incapacity of Borrower or
any other party liable for the payment of this Note, whether as maker,
endorser, guarantor, surety, or otherwise.

LENDER'S RIGHTS. Upon default, Lender may at its option, without further notice
or demand (i) declare the entire unpaid principal balance on this Note, all
accrued unpaid interest and all other costs and expenses for which Borrower is
responsible for under this Note and any other Related Document immediately due,
(ii) refuse to advance any additional amounts under this Note, (iii) foreclose
all liens securing payment hereof, (iv) pursue any other rights, remedies and
recourses available to the Lender, including without limitation, any such
rights, remedies or recourses under the Related Documents, at law or in equity,
or (v) pursue any combination of the foregoing. Upon default, including failure
to pay upon final maturity, Lender, at its option, may also, if permitted under
applicable law, do one or both of the following: (a) increase the variable
interest rate on this Note 3.000 percentage points over the Index, and (b) add
any unpaid accrued interest to principal and such sum will bear interest
therefrom until paid at the rate provided in this Note (including any increased
rate). The interest rate will not exceed the maximum rate permitted by
applicable law. Lender may hire an attorney to help collect this Note if
Borrower does not pay and Borrower will pay Lender's reasonable attorneys' fees
and all other costs of collection, unless prohibited by applicable law. This
Note has been delivered to Lender and accepted by Lender in the State of
Arizona. Subject to the provisions on arbitration, this Note shall be governed
by and construed in accordance with the laws of the State of Arizona without
regard to any conflict of laws or provisions thereof.

PURPOSE. Borrower agrees that no advances under this Note shall be used for
personal, family, or household purposes and that all advances hereunder shall
be used solely for business, commercial, agricultural or other similar purposes.

JURY WAIVER. THE BORROWER AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY
VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT
OR OTHERWISE) BETWEEN OR AMONG THE BORROWER AND LENDER ARISING OUT OF OR IN ANY
WAY RELATED TO THIS NOTE, ANY OTHER RELATED DOCUMENT, OR ANY RELATIONSHIP
BETWEEN LENDER AND BORROWER. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER
TO PROVIDE THE FINANCING EVIDENCED BY THIS NOTE.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF. Unless a lien would be prohibited by law or would render a
nontaxable account taxable, Borrower grants to Lender a contractual security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts
with Lender (whether checking, savings, or any other account), including without
limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future. Borrower authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on this Note
against any and all such accounts.

LINE OF CREDIT. This Note evidences a revolving line of credit. Borrower may
request advances and make payments hereunder from time to time, provided that
it is understood and agreed that the aggregate principal amount outstanding
from time to time hereunder shall not at any time exceed the Total Principal
Amount. The unpaid principal balance of this Note shall increase and decrease
with each new advance or payment hereunder, as the case may be. Subject to the
terms hereof, Borrower may borrow, repay and reborrow hereunder. Advances under
this Note, as well as directions for payment from Borrower's accounts, may be
requested orally or in writing by Borrower or by an authorized person. Lender
may, but need not, require that all oral requests be confirmed in writing.
Borrower agrees to be liable for all sums either: (a) advanced in accordance
with the instructions of an authorized person or (b) credited to any of
Borrower's accounts with Lender.

ARBITRATION. Lender and Borrower agree that upon the written demand of either
party, whether made before or after the institution of any legal proceedings,
but prior to the rendering of any judgment in that proceeding, all disputes,
claims and controversies between them, whether individual, joint, or class in
nature, arising from this Note, any Related Document or otherwise, including
without limitation contract disputes and tort claims, shall be resolved by
binding arbitration pursuant to the Commercial Rules of the American
Arbitration Association ("AAA"). Any arbitration proceeding held pursuant to
this arbitration provision shall be conducted in the city nearest the Borrower's
address having an AAA regional office, or at any other place selected by mutual
agreement of the parties. No act to take or dispose of any collateral shall
constitute a
<PAGE>   2
                                PROMISSORY NOTE                           Page 2
                                  (Continued)

===============================================================================

waiver of this arbitration agreement or be prohibited by this arbitration
agreement. This arbitration provision shall not limit the right of either party
during any dispute, claim or controversy to seek, use, and employ ancillary, or
preliminary rights and/or remedies, judicial or otherwise, for the purposes of
realizing upon, preserving, protecting, foreclosing upon or proceeding under
forcible entry and detainer for possession of, any real or personal property,
and any such action shall not be deemed an election of remedies. Such remedies
include, without limitation, obtaining injunctive relief or a temporary
restraining order, invoking a power of sale under any deed of trust of
mortgage, obtaining a writ of attachment or imposition of a receivership, or
exercising any rights relating to personal property, including exercising the
right of set-off, or taking or disposing of such property with or without
judicial process pursuant to the Uniform Commercial Code. Any disputes, claims,
or controversies concerning the lawfulness or reasonableness of an act, or
exercise of any right or remedy, concerning any collateral, including any claim
to rescind, reform or otherwise modify any agreement relating to the
collateral, shall also be arbitrated; provided, however that no arbitrator
shall have the right or the power to enjoin or restrain any act of either
party. Judgment upon any award rendered by any arbitrator may be entered in any
court having jurisdiction. The statue of limitation, estoppel, waiver, laches
and similar doctrines which would otherwise be applicable in an action brought
by a party shall be applicable in any arbitration proceeding, and the
commencement of an arbitration proceeding shall be deemed the commencement of
any action for these purposes. The Federal Arbitration Act (Title 9 of the
United States Code) shall apply to the construction, interpretation, and
enforcement of this arbitration provision.

ADDITIONAL PROVISION REGARDING LATE CHARGES. In the "Late Charge" provision set
forth above, the following language is hereby added after the word "greater" "up
to the maximum amount of One Thousand Five Hundred Dollars ($1500.00) per late
charge."

ADDENDUM. An addendum, titled "ADDENDUM", is attached to this document and by
this reference is made a part of this document just as if all the provisions,
terms and conditions of the ADDENDUM had been fully set forth in this document.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, protest and notice of dishonor. Upon any
change in the terms of this Note, and unless otherwise expressly stated in
writing, no party who signed this Note, whether as maker, guarantor,
accommodation maker or endorser, shall be released from liability. All such
parties agree that Lender may renew or extend (repeatedly and for any length of
time) this Note, or release any party or guarantor or collateral; or impair,
fail to realize upon or perfect Lender's security interest in the collateral;
and take any other action deemed necessary by Lender without the consent of or
notice to anyone. All such parties also agree that Lender may modify this Note
without the consent of or notice of anyone other than the party with whom the
modification is made.

EFFECTIVE RATE. Borrower agrees to an effective rate of interest that is the
rate specified in this Note plus any additional rate resulting from any other
charges in the nature of interest paid or to be paid in connection with this
Note.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

HYPERCOM FINANCIAL, INC., an Arizona corporation





By:  /s/ Scott Tsujita
    ------------------------
    Scott Tsujita, Treasurer
<PAGE>   3
                                    ADDENDUM

===============================================================================

Borrower: HYPERCOM FINANCIAL                      Lender: Bank One, Arizona, NA
          2851 West Kathleen Road                         Commercial Banking
          Phoenix, AZ 85023-4053                          201 N. Central Avenue
                                                          Phoenix, AZ 84004

===============================================================================

THIS ADDENDUM is executed with respect to the Promissory Note in the original
principal amount of $25,000,000.00 dated January 6, 2000 and maturing on April
30, 2001 ("Note"), made by HYPERCOM FINANCIAL, INC., an Arizona corporation
("Borrower") payable to the order of Bank One, Arizona, NA ("Lender") and is
hereby incorporated into and made a part of the Note.

1. The paragraph in the Note having the caption "VARIABLE INTEREST RATE" is
hereby deleted in its entirety.

2. The following terms shall have the following meanings when used in this
Addendum. Capitalized terms not otherwise defined herein shall have the meanings
of such terms in the Note.

"INTEREST PERIOD" means a period commencing on the date selected by Borrower and
ending on the last day of the period selected by Borrower as provided herein.
Each Interest Period shall be of a duration of either one, three or six months,
as selected by Borrower as provided herein; provided, however, that: (i)
Interest Periods commencing on the same date shall be of the same duration; (ii)
Whenever the last day of an Interest Period would otherwise occur on a day other
than a Business Day, the last day of the Interest Period shall be extended to
occur on the next succeeding Business Day, provided, however, that if the
extension would cause the last day of the Interest Period to occur in the next
following calendar month, the last day of the Interest Period shall occur on the
next preceding Business Day; and (iii) No Interest Period shall extend beyond
the maturity of the Note.

"LIBOR RATE" means the sum of (i) two and three quarters percent (2.75%) per
annum, and (ii) the offered rate for the period equal to or next greater than
the Interest Period for U.S. Dollar deposits of not less than $1,000,000.00 as
of 11:00 A.M. City of London, England time two London Business Days prior to the
first date of the Interest Period as shown on the display designated as "British
Bankers Assoc. Interest Settlement Rates" on the Telerate System ("Telerate"),
Page 3750 or 3740, or such other page or pages as may replace such pages on
Telerate for the purpose of displaying such rate. Provided, however, that if
such rate is not available on Telerate then such offered rate shall be otherwise
independently determined by Lender from an alternate, substantially similar
independent source available to Lender or shall be calculated by Lender by a
substantially similar methodology as that theretofore used to determine such
offered rate in Telerate.

"LIBOR RATE AMOUNT" means some or all of the indebtedness that bears or is
requested to bear interest at the Libor Rate.

"LONDON BUSINESS DAY" means any day other than a Saturday, Sunday or a day on
which banking institutions are generally authorized or obligated by law or
executive order to close in the City of London, England.

"VARIABLE INTEREST RATE" means the rate per annum equal to the sum of (i) zero
percent (0%) per annum, and (ii) the rate announced from time to time by Lender
as its prime rate ("Index"), which may not be the lowest, best or most favorable
rate of interest which Lender may charge on loans to its customers. Each change
in the Variable Interest Rate will become effective without notice on the same
day as the Index changes.

"VARIABLE RATE AMOUNT" means some or all or the indebtedness that bears or that
is requested to bear interest at the Variable Interest Rate.

3. Notwithstanding any provision of the Note or the Related Documents to the
contrary, Borrower may elect that, as of any Business Day designated by
Borrower, upon notice that is received by Lender not later than noon (Phoenix,
Arizona local time) two (2) Business Days prior to such designated date,
interest on a Libor Rate Amount shall accrue at a Libor Rate during an Interest
Period. Each such notice shall specify (i) such designated date, (ii) the amount
of such Libor Rate Amount, and (iii) the Interest Period. In addition, Borrower
may as of any designated Business Day, upon notice that is received by Lender
not the Interest Period. In addition, Borrower may as of any designated Business
Day, upon notice that is received by Lender not later than noon (Phoenix,
Arizona local time) two (2) Business Days prior to such designated Business Day,
convert a Libor Rate Amount into a Variable Rate Amount or continue a Libor Rate
Amount as a Libor Rate Amount for a new Interest Period, provided, that Borrower
may make such conversion or continuation only on the last day of the Interest
Period. Each such notice of conversion or continuation shall specify (A) the
date of such conversion or continuation, (B) the amount to be converted or
continued, and (C) the Interest Period. Any amount not complying with the
foregoing requirements for an amount bearing interest at the Libor Rate shall
bear interest at the Variable Interest Rate. Any Libor Rate Amount not continued
as a Libor Rate Amount in compliance with the foregoing requirements shall,
after the end of the Interest Period, bear interest at the Variable Interest
Rate, whether or not Borrower has expressly elected to convert the Libor Rate
Amount to a Variable Rate Amount. Lender shall be entitled to fund and maintain
its funding of all or any part of the Note in any manner it sees fit.

4. A Libor Rate Amount must be in a minimum amount of $1,000,000.00 with
increments of $500,000.00 thereafter and there shall be no more than five (5)
Libor Rate Amounts outstanding at any one time.

5. Borrower shall pay to Lender from time to time such amounts as Lender may
determine to be necessary to compensate Lender for any costs incurred by Lender
which Lender determines are attributable to its making or maintaining any Libor
Rate Amount hereunder or its obligation to make any such Libor Rate Amount
hereunder, or any reduction in any amount receivable by Lender under the Note in
respect of any such Libor Rate Amount or such obligation (such increases in
costs and reductions in costs and reductions in amounts receivable being herein
called "Additional Costs"), resulting from any change after the date of the Note
in U.S. federal, state, municipal, or foreign laws or regulations (including
Regulation D), or the adoption or making after such date of any interpretations,
directives, or requirements applying to a class of banks including Lender of or
under any U.S. federal, state, municipal, or any foreign laws or regulations
(whether or not having the force of law) by any court of governmental or
monetary authority charged with the interpretation or administration thereof
("Regulatory Change"),
<PAGE>   4
which: (1) changes the basis of taxation of any amounts payable to Lender under
the Note in respect of any such Libor Rate Amount (other than taxes imposed on
the overall net income of the Lender); or (2) imposes or modifies any reserve,
special deposit, compulsory loan, or similar requirements relating to any
extensions of credit or other assets of, or any deposits with or other
liabilities of Lender (including any such Libor Rate Amount or any deposits
referred to in the definition of any Libor Rate Amount); or (3) imposes any
other condition affecting this Note (or any of such extensions of credit or
liabilities). Lender will notify the Borrower of any event occurring after the
date of the Note which will entitle Lender to compensation pursuant to this
paragraph as promptly as practicable after it obtains knowledge thereof and
determines to request such compensation. Determinations by Lender for purposes
of this paragraph of the effect of any Regulatory Change in its costs of making
or maintaining Libor Rate Amount or on amounts receivable by it in respect of
Libor Rate Amount, and of the additional amounts required to compensate Lender
in respect of any Additional Costs, shall be presumed prima facie correct.

6.   In respect to any Libor Rate Amount, in the event that Lender shall have
determined that dollar deposits of the relevant amount for the relevant
Interest Period for such Libor Rate Amount are not available or that, by reason
of circumstances affecting such market, adequate and reasonable means do not
exist for ascertaining the Libor Rate applicable to such Interest Period in the
manner provided in the definition of such term, as the case may be, Lender
shall promptly give notice of such determination to the Borrower and (i) any
notice of new Libor Rate Amounts (or conversion of existing Libor Rate Amounts
or Variable Rate Amounts to Libor Rate Amounts) previously given by the
Borrower and not yet borrowed (or converted, as the case may be) shall be
deemed a notice that such amounts shall bear interest at the Variable Interest
Rate, and (ii) the Borrower shall be obligated either to repay or to convert
any outstanding Libor Rate Amounts on the last day of the then current Interest
Period or Periods with respect thereto, as Borrower shall elect.

7.   If at any time any new law, treaty or regulation enacted after the date
hereof, or any change after the date hereof in any existing law, treaty or
regulation, or any interpretation thereof after the date hereof by any
governmental or other regulatory authority charged with the administration
thereof, shall make it unlawful for Lender to fund any Libor Rate Amounts which
it is committed to make hereunder with moneys obtained in the London interbank
market, the commitment of Lender to fund Libor Rate Amounts shall, upon the
happening of such event forthwith be suspended for the duration of such
illegality, and Lender shall by written notice to the Borrower declare that the
commitment with respect to such loans has been so suspended and, if and when
such illegality ceases to exist, such suspension shall cease and Lender shall
similarly notify the Borrower. If any such change shall make it unlawful for
Lender to continue in effect the funding in the applicable London interbank
market of any Libor Rate Amount previously made by it hereunder, Lender shall,
upon the happening of any such event, notify the Borrower in writing stating
the reasons therefor, and the Borrower shall, on the earlier of (i) the last
day of then current Interest Period or (ii) if required by such law,
regulation, or interpretation, on such date as shall be specified in such
notice, either convert all Libor Rate Amounts to Variable Rate Amounts or
prepay all Libor Rate Amounts to Lender in full, as Borrower shall elect.

8.   Notwithstanding any provision of the Note to the contrary, all accrued
interest on each Libor Rate Amount shall be due and payable (i) monthly on the
date in each month during the Interest Period which is the numerical equivalent
of the first day of the Interest Period (or if no such date in any month, then
on the last day of such month) and (ii) on the last day of the Interest Period.
Interest on Variable Rate Amounts shall be due and payable monthly as provided
in the Note.

9.   The paragraph of the Note having the caption "PREPAYMENT" is hereby
deleted in its entirety and the following paragraph is here substituted in lieu
thereof:

PREPAYMENT. Borrower may prepay all or any portion of a Variable Rate Amount at
any time without payment of premium or penalty. Borrower may prepay all or any
portion of a Libor Rate Amount, provided that if Borrower makes any such
prepayment other than on the last day of the Interest Period, Borrower shall
pay all accrued interest on the principal amount prepaid with such prepayment
and, on demand, shall reimburse Lender and hold Lender harmless from all losses
and expenses incurred by Lender as a result of such prepayment, including,
without limitation, any losses and expenses arising from the liquidation or
reemployment of deposits acquired to fund or maintain the principal amount
prepaid. Such reimbursement shall be calculated as though Lender funded the
principal amount prepaid through the purchase of U.S. Dollar deposits in the
London, England interbank market having a maturity corresponding to such
Interest Period and bearing an interest rate equal to the Libor Rate for such
Interest Period, whether in fact that is the case or not. Lender's
determination of the amount of such reimbursement shall be conclusive in the
absence of manifest error.

10.  Except as expressly modified by this Addendum, all of the terms and
conditions of the Note continue unchanged and in full force and effect.

Dated with effect as of the date of the Note.

LENDER

BANK ONE, ARIZONA, NA


By: /s/ Scott T. Schaefer
    ----------------------------------------
    Scott T. Schaefer, Senior Vice President


BORROWER


HYPERCOM FINANCIAL, INC., an Arizona corporation



By:  /s/ Scott Tsujita
     ----------------------------------------
     Scott Tsujita, Treasurer
<PAGE>   5
[BANK ONE LOGO]

                                 LOAN AGREEMENT


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
<S>                <C>             <C>             <C>          <C>         <C>             <C>             <C>          <C>
Principal          Loan Date       Maturity        Loan No      Call        Collateral      Account         Officer      Initials
$25,000,000.00     01-06-2000      04-30-2001                   108714      326             7241424012      37776
---------------------------------------------------------------------------------------------------------------------------------
References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular
loan or item.
---------------------------------------------------------------------------------------------------------------------------------

BORROWER: HYPERCOM FINANCIAL, INC., an Arizona                                              LENDER: Bank One, Arizona, NA
          corporation                                                                               Phoenix Commercial Banking
          2851 W. Kathleen Road                                                                     201 North Central
          Phoenix, AZ 85023                                                                         Phoenix, AZ 85004
=================================================================================================================================
</TABLE>


THIS LOAN AGREEMENT between HYPERCOM FINANCIAL, INC., an Arizona corporation
("Borrower") and Bank One, Arizona, NA ("Lender") is made and executed as of
January 6, 2000. This Agreement governs all loans, credit facilities and/or
other financial accommodations described herein and, unless otherwise agreed to
in writing by Lender and Borrower, all other present and future loans, credit
facilities and other financial accommodations provided by Lender to Borrower.
All such loans, credit facilities and other financial accommodations, together
with all renewals, extensions and modifications thereof, are referred to in
this Agreement individually as the "Loan" and collectively as the "Loans."
Borrower understands and agrees that: (a) in granting, renewing, or extending
any Loan, Lender is relying upon Borrower's representations, warranties, and
agreements, as set forth in this Agreement; and (b) all such Loans shall be and
shall remain subject to the following terms and conditions of this Agreement.

TERM.  This Agreement shall be effective as of January 6, 2000, and shall
continue thereafter until all Loans and other obligations owing by Borrower to
Lender hereunder have been paid in full and Lender has no commitments or
obligations to make further Advances under the Loans to Borrower.

DEFINITIONS.  The following words shall have the following meanings when used
in this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code as adopted in
the State of Arizona. All references to dollar amounts shall mean amounts in
lawful money of the United States of America.

     AGREEMENT. The word "Agreement" means this Loan Agreement, as may be
     amended or modified from time to time, together with all exhibits and
     schedules attached hereto from time to time.

     ACCOUNT. The word "Account" means a trade account receivable of  *  for
     goods sold or leased or for services rendered by Borrower in the ordinary
     course of its business.

     ACCOUNT DEBTOR. The words "Account Debtor" mean the person or entity
     obligated upon an Account.

     ADVANCE. The word "Advance" means any advance or other disbursement of
     Loan proceeds under this Agreement.

     BORROWER. The word "Borrower" means HYPERCOM FINANCIAL, INC., an Arizona
     corporation.

     BORROWING BASE. The words "Borrowing Base" mean the sum of (i) 80.000% of
     the aggregate amount of Eligible Accounts, plus (ii) 50.000% of the
     aggregate amount of Eligible Inventory.

     COLLATERAL. The word "Collateral" means and includes without limitation
     all property and assets granted as collateral for any Loan, whether real
     or personal property, whether granted directly or indirectly, whether
     granted now or in the future, and whether granted in the form of a
     security interest, mortgage, deed of trust, assignment, pledge, chattel
     mortgage, chattel trust, factor's lien, equipment trust, conditional
     sale, trust receipt, lien, charge, lien or title retention contract, lease
     or consignment intended as a security device, or any other security or
     lien interest whatsoever, whether created by law, contract, or otherwise.

     COMMITTED SUM. The words "Committed Sum" mean an amount equal to
     $25,000,000.00.

     ELIGIBLE ACCOUNTS. The words "Eligible Accounts" mean, at any time, all of
      *  Accounts which contain terms and conditions acceptable to Lender and
     in which Lender has a first lien security interest, less the amount of all
     returns, discounts, credits, and offsets of any nature; provided, however,
     unless otherwise agreed to by Lender in writing, Eligible Accounts do not
     include:

          (a) Accounts with respect to which the Account Debtor is an officer,
          an employee or agent of  *  and to which the Account Debtor is a
          subsidiary of, or affiliated with or related to  *  or its
          shareholders, officers, or directors.

          (b) All Accounts with respect to which  *  has furnished a payment
          and/or performance bond and that portion of any Accounts for or
          representing retainage, if any, until all prerequisites to the
          immediate payment of such retainage have been satisfied.

          (c) Accounts with respect to which goods are placed on consignment or
          subject to a guaranteed sale or other terms by reason of which the
          payment by the Account Debtor may be conditional.

          (d) Accounts with respect to which the Account Debtor is not a
          resident of, or whose principal place of business is located outside
          of, the United States or its territories, except to the extent such
          Accounts are supported by insurance, bonds or other assurances
          satisfactory to Lender in its sole and absolute discretion.

          (e) Accounts with respect to which  *  is or may become liable to the
          Account Debtor for goods sold or services rendered by the Account
          Debtor to Borrower.

          (f) Accounts which are subject to dispute, counterclaim, or setoff.

          (g) Accounts with respect to which all goods have not been shipped or
          delivered, or all services have not been rendered, to the Account
          Debtor.

          (h) Accounts with respect to which Lender, in its sole discretion,
          deems the creditworthiness or financial condition of the Account
          Debtor to be unsatisfactory.

          (i) Accounts of any Account Debtor who has filed or has had filed
          against it a petition in bankruptcy or an application for relief
          under any provision of any state or federal bankruptcy, insolvency,
          or debtor-in-relief acts; or who has had appointed a trustee,
          custodian, or receiver for the assets of such Account Debtor; or who
          has made an assignment for the benefit of creditors or has become
          insolvent or fails generally to pay its debts (including its
          payrolls) as such debts become due.

          (j) Accounts with respect to which the Account Debtor is the United
          States government or any department or agency of the United States,
          except to the extent an acknowledgement of assignment to Lender of
          any such Accounts in compliance with the Federal Assignment of Claims
          Act and other applicable laws has been received by Lender.

          (k) Accounts which have not been paid or are not due and payable in
          full within 90 days from the original invoice date.

     ELIGIBLE INVENTORY. The words "Eligible Inventory" mean, at any time, the
     aggregate value of all of  *  inventory as defined below except:

          (a) Inventory which is not owned by  *  free and clear of all security
          interests, liens, encumbrances, and claims of third parties except
          Lender's security interest.

          (b) Inventory which Lender, in its sole and absolute discretion,
          deems to be obsolete, unsalable, damaged, defective, or unfit for
          further processing.

          (c) Inventory which has been returned or rejected.

          (d) Inventory which is held by others on consignment, sale on
          approval or otherwise not in  *  physical possession, except upon the
          written consent of Lender.

          (e) Inventory located outside the United States.

          (f) net of Accounts Payable.

     For purposes of this Agreement, Eligible Inventory shall be valued at the
     lower of cost or market value.

     ERISA. The word "ERISA" means the Employee Retirement Income Security Act
     of 1974, as amended.

     GRANTOR. The word "Grantor" means and includes each and all of the persons
     or entities granting a Security Interest in any Collateral for any of the
     Loans.

     GUARANTOR. The word "Guarantor" means and includes without limitation,
     each and all of the guarantors, sureties, and accommodation parties for
     any of the Loans.

----------
  *  All references to Borrower in the Definitions section shall mean HYPERCOM
     CORPORATION, a Delaware corporation

<PAGE>   6
01-06-2000                          LOAN AGREEMENT                      Page 2
Loan No                              (Continued)
==============================================================================

     INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by
     the Note, including all principal and accrued interest thereon, together
     with all other liabilities, costs and expenses for which Borrower is
     responsible under this Agreement or under any of the Related Documents. In
     addition, the word "Indebtedness" includes all other obligations, debts and
     liabilities, plus any accrued interest thereon, owing by Borrower, or any
     one or more of them, to Lender of any kind or character, now existing or
     hereafter arising, as well as all present and future claims by Lender
     against Borrower, or any one or more of them, and all renewals, extensions,
     modifications, substitutions and rearrangements of any of the foregoing;
     whether such Indebtedness arises by note, draft, acceptance, guaranty,
     endorsement, letter of credit, assignment, overdraft, indemnity agreement
     or otherwise; whether such Indebtedness is voluntary or involuntary, due or
     not due, direct or indirect, absolute or contingent, liquidated or
     unliquidated; whether Borrower may be liable individually or jointly with
     others; whether Borrower may be liable primarily or secondarily or as
     debtor, maker, comaker, drawer, endorser, guarantor, surety, accommodation
     party or otherwise.

     INVENTORY. The word "Inventory" means all raw materials and all tangible
     personal property, goods, merchandise and other personal property now owned
     or hereafter acquired by * which is held for sale or lease in the ordinary
     course of Borrower's business, excluding all work in progress, spare parts,
     packaging materials, supplies and any advertising costs capitalized into
     inventory.

     LENDER. The word "Lender" means Bank One, Arizona, NA, its successors and
     assigns.

     LINE OF CREDIT. The words "Line of Credit" mean the credit facility
     described in the Section titled "LINE OF CREDIT" below.

     NOTE. The word "Note" means any and all promissory note or notes which
     evidence Borrower's Loans in favor of Lender, as well as any amendment,
     modification, renewal or replacement thereof.

     PERMITTED LIENS. The words "Permitted Liens" mean: (a) liens and security
     interests securing Indebtedness owed by Borrower to Lender; (b) liens for
     taxes, assessments, or similar charges either (i) not yet due, or (ii)
     being contested in good faith by appropriate proceedings and for which
     Borrower has established adequate reserves; (c) purchase money liens or
     purchase money security interests upon or in any property acquired or held
     by Borrower in the ordinary course of business to secure any indebtedness
     permitted under this Agreement; and (d) liens and security interests which,
     as of the date of this Agreement, have been disclosed to and approved by
     the Lender in writing.

     RELATED DOCUMENTS. The words "Related Documents" mean and include without
     limitation the Note and all credit agreements, loan agreements,
     environmental agreements, guaranties, security agreements, mortgages, deeds
     of trust, and all other instruments, agreements and documents, whether now
     or hereafter existing, executed in connection with the Note.

     SECURITY AGREEMENT. The words "Security Agreement" mean and include without
     limitation any agreements, promises, covenants, arrangements,
     understandings or other agreements, whether created by law, contract, or
     otherwise, evidencing, governing, representing, or creating a Security
     Interest.

     SECURITY INTEREST. The words "Security Interest" mean and include without
     limitation any type of security interest, whether in the form of a lien,
     charge, mortgage, deed of trust, assignment, pledge, chattel mortgage,
     chattel trust, factor's lien, equipment trust, conditional sale, trust
     receipt, lien or title retention contract, lease or consignment intended as
     a security device, or any other security or lien interest whatsoever,
     whether created by law, contract, or otherwise.

LINE OF CREDIT. Subject to the other terms and conditions herein, Lender hereby
establishes a Line of Credit for Borrower through which Lender agrees to make
advances to Borrower from time to time from the effective date of this Agreement
until the maturity date of the Note evidencing the Line of Credit, provided the
aggregate amount of such advances outstanding at any time does not exceed the
lesser of the amount equal to the Borrowing Base or an amount equal to the
Committed Sum. Within the foregoing limits, Borrower may borrow, partially or
wholly prepay, and reborrow under this Agreement.

     BORROWING BASE COMPLIANCE. If at any time the aggregate principal amount
     outstanding under the Line of Credit shall exceed the applicable Borrowing
     Base, Borrower shall pay to Lender an amount equal to the difference
     between the outstanding principal balance under the Line of Credit and the
     Borrowing Base.

     REPRESENTATIONS AND WARRANTIES CONCERNING ACCOUNTS. With respect to the
     Accounts, Borrower represents and warrants to Lender: (a) Each Account
     represented by Borrower to be an Eligible Account for purposes of this
     Agreement conforms to the requirements of the definition of an Eligible
     Account; and (b) All Account Information listed on reports and schedules
     delivered to Lender will be true and correct, subject to immaterial
     variance.

     REPRESENTATIONS AND WARRANTIES CONCERNING INVENTORY. With respect to the
     Inventory, Borrower represents and warrants to Lender: (a) All Inventory
     represented by Borrower to be Eligible Inventory for purposes of this
     Agreement conforms to the requirements of the definition of Eligible
     Inventory; (b) All Inventory values listed on schedules delivered to Lender
     will be true and correct, subject to immaterial variance; (c) The value of
     the Inventory will be determined on a consistent accounting basis; (d)
     Except as reflected in the Inventory schedules delivered to Lender, all
     Eligible Inventory is now and at all times hereafter will be of good and
     merchantable quality, free from defects; and (e) Lender, its assigns, or
     agents shall have the right at any time and at Borrower's expense to
     inspect and examine the Inventory and to check and test the same as to
     quality, quantity, value, and condition.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as
of the date of this Agreement, as of the date of each request for an Advance, as
of the date of any renewal, extension or modification of any Loan, and at all
times any Loans or Lender's commitment to make Loans hereunder is outstanding:

     ORGANIZATION. Borrower is a corporation which is duly organized, validly
     existing, and in good standing under the laws of the State of Arizona and
     is duly qualified and in good standing in all other states in which
     Borrower is doing business. Borrower has the full power and authority to
     own its properties and to transact the businesses in which it is presently
     engaged or presently proposes to engage.

     AUTHORIZATION. The execution, delivery, and performance of this Agreement
     and all Related Documents to which Borrower is a party have been duly
     authorized by all necessary action by Borrower; do not require the consent
     or approval of any other person, regulatory authority or governmental body;
     and do not conflict with, result in a violation of, or constitute a default
     under (a) any provision of its articles of incorporation or organization,
     or bylaws, or any agreement or other instrument binding upon Borrower or
     (b) any law, governmental regulation, court decree, or order applicable to
     Borrower. Borrower has all requisite power and authority to execute and
     deliver this Agreement and all other Related Documents to which Borrower is
     a party.

     FINANCIAL INFORMATION. Each financial statement of Borrower supplied to
     Lender truly and completely discloses Borrower's financial condition as of
     the date of the statement, and there has been no material adverse change in
     Borrower's financial condition subsequent to the date of the most recent
     financial statement supplied to Lender. Borrower has no material contingent
     obligations excepts as disclosed in such financial statements.

     LEGAL EFFECT. This Agreement and all other Related Documents to which
     Borrower is a party constitute legal, valid and binding obligations of
     Borrower enforceable against Borrower in accordance with their respective
     terms, except as limited by bankruptcy, insolvency or similar laws of
     general application relating to the enforcement of creditors' rights and
     except to the extent specific remedies may generally be limited by
     equitable principles.

     PROPERTIES. Except for Permitted Liens, Borrower is the sole owner of, and
     has good title to, all of Borrower's properties free and clear of all
     Security Interests, and has not executed any security documents or
     financing statements relating to such properties. All of Borrower's
     properties are titled in Borrower's legal name, and Borrower has not used,
     or filed a financing statement under, any other name for at least the last
     six (6) years.

     COMPLIANCE. Except as disclosed in writing to Lender (a) Borrower is
     conducting Borrower's businesses in material compliance with all applicable
     federal, state and local laws, statutes, ordinances, rules, regulations,
     orders, determinations and court decisions, including without limitation,
     those pertaining to health or environmental matters, and (b) Borrower
     otherwise does not have any known material contingent liability in
     connection with the release into the environment, disposal or the improper
     storage of any toxic or hazardous substance or solid waste.

     LITIGATION AND CLAIMS. No litigation, claim, investigation, administrative
     proceeding or similar action (including those for unpaid taxes) against
     Borrower is pending or threatened, and no other event has occurred which
     may in any one case or in the aggregate materially adversely affect
     Borrower's financial condition or properties, other than litigation,
     claims, or other events, if any, that have been disclosed to and
     acknowledged by Lender in writing.

     TAXES. All tax returns and reports of Borrower that are or were required to
     be filed, have been filed, and all taxes, assessments and other
     governmental charges have been paid in full, except those that have been
     disclosed in writing to Lender which are presently being or to be contested
     by Borrower in good faith in the ordinary course of business and for which
     adequate reserves have been provided.

     LIEN PRIORITY. Unless otherwise previously disclosed to and approved by
     Lender in writing, Borrower has not entered into any Security Agreements,
     granted a Security Interest or permitted the filing or attachment of any
     Security Interests on or affecting any of the Collateral, except in favor
     of Lender.

     LICENSES, TRADEMARKS AND PATENTS. Borrower possesses and will continue to
     possess all permits, licenses, trademarks, patents and rights
<PAGE>   7
01-06-2000                         LOAN AGREEMENT                        Page 3
Loan No                             (Continued)
================================================================================

     thereto which are needed to conduct Borrower's business and Borrower's
     business does not conflict with or violate any valid rights of others with
     respect to the foregoing.

     COMMERCIAL PURPOSES. Borrower intends to use the Loan proceeds solely for
     business or commercial related purposes approved by Lender and such
     proceeds will not be used for the purchasing or carrying of "margin stock"
     as defined in Regulation U issued by the Board of Governors of the Federal
     Reserve System.

     INELIGIBLE SECURITIES. No portion or any advance or Loan made hereunder
     shall be used directly or indirectly to purchase ineligible securities, as
     defined by applicable regulations of the Federal Reserve Board,
     underwritten by Lender or any other affiliate of Banc One Corporation
     during the underwriting period and for 30 days thereafter.

     EMPLOYEE BENEFIT PLANS. Each employee benefit plan as to which Borrower may
     have any liability complies in all material respects with all applicable
     requirements of law and regulations, and (i) no Reportable Event nor
     Prohibited Transaction (as defined in ERISA) has occurred with respect to
     any such plan, (ii) Borrower has not withdrawn from any such plan or
     initiated steps to do so, (iii) no steps have been taken to terminate any
     such plan, and (iv) there are no unfunded liabilities other than those
     previously disclosed to Lender in writing.

     LOCATION OF BORROWER'S OFFICES AND RECORDS. Borrower's place of business,
     or Borrower's chief executive office if Borrower has more than one place of
     business, is located at 2851 W. Kathleen Road, Phoenix, AZ 85023. Unless
     Borrower has designated otherwise in writing this location is also the
     office or offices where Borrower keeps its records concerning the
     Collateral.

     INFORMATION. All information heretofore or contemporaneously herewith
     furnished by Borrower to Lender for the purposes of or in connection with
     this Agreement or any transaction contemplated hereby is, and all
     information hereafter furnished by or on behalf of Borrower to Lender will
     be, true and accurate in every material respect on the date as of which
     such information is dated and certified; and none of such information is or
     will be incomplete by omitting to state any material fact necessary to make
     such information not misleading.

     SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and agrees
     that Lender, without independent investigation, is relying upon the above
     representations and warranties in extending the Loans to Borrower. Borrower
     further agrees that the foregoing representations and warranties shall be
     continuing in nature and shall remain in full force and effect during the
     term of this Agreement.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, while
this Agreement is in effect, Borrower will:

     LITIGATION. Promptly inform Lender in writing of (a) all material adverse
     changes in Borrower's financial condition, (b) all existing and all
     threatened litigation, claims, investigations, administrative proceedings
     or similar actions affecting Borrower or any Guarantor which could
     materially affect the financial condition of Borrower or the financial
     condition of any Guarantor, and (c) the creating, occurrence or assumption
     by Borrower of any actual or contingent liabilities not permitted under
     this Agreement.

     FINANCIAL RECORDS. Maintain its books and records in accordance with n,
     applied on a consistent basis, and permit Lender to examine, audit and make
     and take away copies or reproductions of Borrower's books and records at
     all reasonable times. If Borrower now or at any time hereafter maintains
     any records (including without limitation computer generated records and
     computer software programs for the generation of such records) in the
     possession of a third party, Borrower, upon request of Lender, shall notify
     such party to permit Lender free access to such records at all reasonable
     times and to provide Lender with copies of any records it may request, all
     at Borrower's expense.

     ADDITIONAL INFORMATION. Furnish such additional information and statements,
     lists of assets and liabilities, agings of receivables and payables,
     inventory schedules, budgets, forecasts, tax returns, and other reports
     with respect to Borrower's financial condition and business operations as
     Lender may request from time to time.

     INSURANCE. Maintain fire and other risk insurance, public liability
     insurance, and such other insurance as Lender may require with respect to
     Borrower's properties and operations, in form, amounts, coverages and with
     insurance companies reasonably acceptable to Lender. Borrower, upon request
     of Lender, will deliver to Lender from time to time the policies or
     certificates of insurance in form satisfactory to Lender, including
     stipulations that coverages will not be cancelled or diminished without at
     least thirty (30) days' prior written notice to Lender. In connection with
     all policies covering assets in which Lender holds or is offered a Security
     Interest for the Loans, Borrower will provide Lender with such loss payable
     or other endorsements as Lender may require.

     INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports on
     each existing insurance policy showing such information as Lender may
     reasonably request, including without limitation the following: (a) the
     name of the insurer; (b) the risks insured; (c) the amount of the policy;
     (d) the properties insured; (e) the then current property values on the
     basis of which insurance has been obtained, and the manner of determining
     those values; and (f) the expiration date of the policy.

     GUARANTIES. Prior to or contemporaneously with the execution of this
     Agreement, furnish to Lender guaranty agreements executed by the guarantors
     named below covering such Loans or other Indebtedness and otherwise being
     in form and substance satisfactory to Lender in its sole and absolute
     discretion:

               GUARANTORS
               HYPERCOM CORPORATIONS, A DELAWARE CORPORATION
               HYPERCOM MANUFACTURING RESOURCES, INC., AN ARIZONA CORPORATION
               HYPERCOM LATIN AMERICA, INC., AN ARIZONA CORPORATION
               HYPERCOM, INC., AN ARIZONA CORPORATION

     OTHER AGREEMENTS. Comply with all terms and conditions of all other
     agreements, whether now or hereafter existing, between Borrower and any
     other party and notify Lender immediately in writing of any default in
     connection with any other such agreements.

     LOAN FEES AND CHARGES. In addition to all other agreed upon fees and
     charges, pay the following: $10,000.00 COMMITMENT/DOCUMENTATION FEE AND
     .30% UNUSED COMMITMENT FEE.

     LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's business
     operations, unless specifically consented to the contrary by Lender in
     writing.

     TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
     indebtedness and obligations, including without limitation all assessments,
     taxes, governmental charges, levies and liens, of every kind and nature,
     imposed upon Borrower or its properties, income, or profits, prior to the
     date on which penalties would attach, and all lawful claims that, if
     unpaid, might become a lien or charge upon any of Borrower's properties,
     income, or profits; provided however, Borrower will not be required to pay
     and discharge any such assessment, tax, charge, levy, lien or claim so long
     as (a) the legality of the same shall be contested in good faith by
     appropriate proceedings, and (b) Borrower shall have established on its
     books adequate reserves with respect to such contested assessment, tax,
     charge, levy, lien, or claim in accordance with generally accepted
     accounting principles. Borrower, upon demand of Lender, will furnish to
     Lender evidence of payment of the assessments, taxes, charges, levies,
     liens and claims and will authorize the appropriate governmental official
     to deliver to Lender at any time a written statement of any assessments,
     taxes, charges, levies, liens and claims against Borrower's properties,
     income, or profits.

     PERFORMANCE. Perform and comply with all terms, conditions, and provisions
     set forth in this Agreement and in the Related Documents in a timely
     manner, and promptly notify Lender if Borrower learns of the occurrence of
     any event which constitutes an Event of Default under this Agreement or
     under any of the Related Documents.

     OPERATIONS. Conduct its business affairs in a reasonable and prudent manner
     and in compliance with all applicable federal, state and municipal laws,
     ordinances, rules and regulations respecting its properties, charters,
     businesses and operations, including without limitation, compliance with
     the Americans with Disabilities Act, all applicable environmental statutes,
     rules, regulations and ordinances and with all minimum funding standards
     and other requirements of ERISA and other laws applicable to Borrower's
     employee benefit plans.

     ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all respects
     with all federal, state and local environmental laws, statutes, regulations
     and ordinances; not cause or permit to exist, as a result of an intentional
     or unintentional action or omission on its part or on the part of any third
     party, on property owned and/or occupied by Borrower, any environmental
     activity where damage may result to the environment, unless such
     environmental activity is pursuant to and in compliance with the conditions
     of a permit issued by the appropriate federal, state or local governmental
     authorities; and furnish to Lender promptly and in any event within thirty
     (30) days after receipt thereof a copy of any notice, summons, lien,
     citation, directive, letter or other communication from any governmental
     agency or instrumentality concerning any intentional or unintentional
     action or omission on Borrower's part in connection with any environmental
     activity whether or not there is damage to the environment and/or other
     natural resources.

     BORROWING BASE CERTIFICATE. Within 30 days after each month, Borrower shall
     deliver to Lender a borrowing base certificate, in form and detail
     satisfactory to Lender, along with such supporting documentation as Lender
     may request, including without limitation, an accounts receivable aging
     report and/or a list or schedule of Borrower's accounts receivable,
     inventory and/or equipment.



<PAGE>   8
01-06-2000                   LOAN AGREEMENT                               Page 4
Loan No                        (Continued)
================================================================================

     ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such promissory
     notes, mortgages, deeds of trust, security agreements, financing
     statements, instruments, documents and other agreements as Lender or its
     attorneys may reasonably request to evidence and secure the Loans and to
     perfect all Security Interests.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this
Agreement is in effect, Borrower shall not, without the prior written consent
of Lender:

     MAINTAIN BASIC BUSINESS. Engage in any business activities substantially
     different than those in which Borrower is presently engaged.

     CONTINUITY OF OPERATIONS. Cease operations, liquidate, dissolve or merge or
     consolidate with or into any other entity.

     LIENS. Mortgage, assign, pledge, grant a security interest in or otherwise
     encumber Borrower's assets, except as allowed as a Permitted Lien.

     TRANSFER OF ASSETS. Transfer, sell or otherwise dispose of any of
     Borrower's assets other than in the ordinary course of business.

     CHANGE IN MANAGEMENT. Permit a change in the senior executive or management
     personnel of Borrower.

     TRANSFER OF OWNERSHIP. Permit the sale, pledge or other transfer of any
     ownership interest in Borrower.

CONDITIONS PRECEDENT TO ADVANCES. Lender's obligation to make any Advances or
to provide any other financial accommodations to or for the benefit of Borrower
hereunder shall be subject to the conditions precedent that as of the date of
such advance or disbursement and after giving effect thereto (a) all
representations and warranties made to Lender in this Agreement and the Related
Documents shall be true and correct as of and as if made on such date, (b) no
material adverse change in the financial condition of Borrower or any Guarantor
since the effective date of the most recent financial statements furnished to
Lender, or in the value of any Collateral, shall have occurred and be
continuing, (c) no event has occurred and is continuing, or would result from
the requested advance or disbursement, which with notice or lapse of time, or
both, would constitute an Event of Default, (d) no Guarantor has sought,
claimed or otherwise attempted to limit, modify or revoke such Guarantor's
guaranty of any Loan, and (e) Lender has received all Related Documents
appropriately executed by Borrower and all other proper parties.

ADDENDUM. An addendum, titled "ADDENDUM", is attached to this document and by
this reference is made a part of this document just as if all the provisions,
terms and conditions of the ADDENDUM had been fully set forth in this document.

RIGHT OF SETOFF. Unless a lien would be prohibited by law or would render a
nontaxable account taxable, Borrower grants to Lender a contractual security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts
with Lender (whether checking, savings, or any other account), including
without limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future. Borrower authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on the
Indebtedness against any and all such accounts.

EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default
under this Agreement:

     DEFAULT ON INDEBTEDNESS. Failure of Borrower to make any payment when due
     on any of the Indebtedness.

     OTHER DEFAULTS. Failure of Borrower, any Guarantor or any Grantor to comply
     with or to perform when due any other term, obligation, covenant or
     condition contained in this Agreement, the Note or in any of the other
     Related Documents, or failure of Borrower to comply with or to perform any
     other term, obligation, covenant or condition contained in any other
     agreement now existing or hereafter arising between Lender and Borrower.

     FALSE STATEMENTS. Any warranty, representation or statement made or
     furnished to Lender under this Agreement or the Related Documents is false
     or misleading in any material respect.

     DEFAULT TO THIRD PARTY. The occurrence of any event which permits the
     acceleration of the maturity of any indebtedness owing by Borrower, Grantor
     or any Guarantor to any third party under any agreement or undertaking.

     BANKRUPTCY OR INSOLVENCY. If the Borrower, Grantor or any Guarantor: (i)
     becomes insolvent, or makes a transfer in fraud of creditors, or makes an
     assignment for the benefit of creditors, or admits in writing its inability
     to pay its debts as they become due; (ii) generally is not paying its debts
     as such debts become due; (iii) has a receiver, trustee or custodian
     appointed for, or take possession of, all or substantially all of the
     assets of such party or any of the Collateral, either in a proceeding
     brought by such party or in a proceeding brought against such party and
     such appointment is not discharged or such possession is not terminated
     within sixty (60) days after the effective date thereof or such party
     consents to or acquiesces in such appointment or possession; (iv) files a
     petition for relief under the United States Bankruptcy Code or any other
     present or future federal or state insolvency, bankruptcy or similar laws
     (all of the foregoing hereinafter collectively called "APPLICABLE
     BANKRUPTCY LAW") or an involuntary petition for relief is filed against
     such party under any Applicable Bankruptcy Law and such involuntary
     petition is not dismissed within sixty (60) days after the filing thereof,
     or an order for relief naming such party is entered under any Applicable
     Bankruptcy Law, or any composition, rearrangement, extension,
     reorganization or other relief of debtors now or hereafter existing is
     requested or consented to by such party; (v) fails to have discharged
     within a period of sixty (60) days any attachment, sequestration or similar
     writ levied upon any property of such party; or (vi) fails to pay within
     thirty (30) days any final money judgment against such party.

     LIQUIDATION, DEATH AND RELATED EVENTS. If Borrower, Grantor or any
     Guarantor is an entity, the liquidation, dissolution, merger or
     consolidation of any such entity or, if any of such parties is an
     individual, the death or legal incapacity of any such individual.

     CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Borrower, any creditor
     of any Grantor against any collateral securing the Indebtedness, or by any
     governmental agency.

     VIOLATION OF LAW. Any of the Real Property and/or Improvements, or any use
     of any of the Real Property and/or Improvements violates any law,
     ordinance, regulation or rule (Federal, state or local).

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, Lender may,
at its option, without further notice or demand, (a) terminate all commitments
and obligations of Lender to make Loans to Borrower, if any, (b) declare all
Loans and any other Indebtedness immediately due and payable, (c) refuse to
advance any additional amounts under the Note or to provide any other financial
accommodations under this Agreement, or (d) exercise all the rights and
remedies provided in the Note or in any of the Related Documents or available
at law, in equity, or otherwise; provided, however, if any Event of Default of
the type described in the "Bankruptcy or Insolvency" subsection above shall
occur, all Loans and any other Indebtedness shall automatically become due and
payable, without any notice, demand or action by Lender. Except as may be
prohibited by applicable law, all of Lender's rights and remedies shall be
cumulative and may be exercised singularly or concurrently. Election by Lender
to pursue any remedy shall not exclude pursuit of any other remedy, and an
election to make expenditures or to take action to perform an obligation of
Borrower or of any Grantor shall not affect Lender's right to declare a default
and to exercise its rights and remedies.

MISCELLANEOUS PROVISIONS.

     AMENDMENTS. This Agreement, together with any Related Documents,
     constitutes the entire understanding and agreement of the parties as to the
     matters set forth in this Agreement. No alteration of or amendment to this
     Agreement shall be effective unless given in writing and signed by the
     party or parties sought to be charged or bound by the alteration or
     amendment.

     APPLICABLE LAW. This Agreement has been delivered to Lender and accepted by
     Lender in the State of Arizona. Subject to the provisions on arbitration,
     this Agreement shall be governed by and construed in accordance with the
     laws of the State of Arizona without regard to any conflict of laws or
     provisions thereof.

     JURY WAIVER. THE UNDERSIGNED AND LENDER (BY ITS ACCEPTANCE HEREOF) HEREBY
     VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO
     HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON
     CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE UNDERSIGNED AND LENDER
     ARISING OUT OF OR IN ANY WAY RELATED TO THIS DOCUMENT, AND ANY OTHER
     RELATED DOCUMENT, OR ANY RELATIONSHIP BETWEEN LENDER AND THE BORROWER. THIS
     PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE FINANCING
     DESCRIBED HEREIN OR IN THE OTHER RELATED DOCUMENTS.

     ARBITRATION. Lender and Borrower agree that upon the written demand of
either party, whether made before or after the institution of any legal
proceedings, but prior to the rendering of any judgment in that proceeding, all
disputes, claims and controversies between them, whether individual, joint, or
class in nature, arising from this Agreement, any Related Document or
otherwise, including without limitation contract disputes and tort claims,
shall be resolved by binding arbitration pursuant to the Commercial Rules of
the American Arbitration Association ("AAA"). Any arbitration proceeding held
pursuant to this arbitration provision shall be conducted in the city nearest
the Borrower's address having an AAA regional office, or at any other place
selected by mutual agreement of the parties. No act to take or dispose of any
Collateral shall constitute a waiver of this arbitration agreement or be
prohibited by this arbitration agreement. This arbitration provision shall not
limit the right of either party during any dispute, claim or controversy to
seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial
or otherwise, for the purposes of realizing upon, preserving, protecting,
foreclosing upon or

<PAGE>   9
01-06-2000                      LOAN AGREEMENT                           Page 5
Loan No                          (Continued)

===============================================================================

     proceeding under forcible entry and detainer for possession of, any real or
     personal property, and any such action shall not be deemed an election of
     remedies. Such remedies include, without limitation, obtaining injunctive
     relief or a temporary restraining order, invoking a power of sale under any
     deed of trust or mortgage, obtaining a writ of attachment or imposition of
     a receivership, or exercising any rights relating to personal property,
     including exercising the right of set-off, or taking or disposing of such
     property with or without judicial process pursuant to the Uniform
     Commercial Code. Any disputes, claims, or controversies concerning the
     lawfulness or reasonableness of an act, or exercise of any right or remedy,
     concerning any Collateral, including any claim to rescind, reform, or
     otherwise modify any agreement relating to the Collateral, shall also be
     arbitrated; provided, however that no arbitrator shall have the right or
     the power to enjoin or restrain any act of either party. Judgment upon any
     award rendered by any arbitrator may be entered in any court having
     jurisdiction. The statute of limitations, estoppel, waiver, laches and
     similar doctrines which would otherwise be applicable in an action brought
     by a party shall be applicable in any arbitration proceeding, and the
     commencement of an arbitration proceeding shall be deemed the commencement
     of any action for these purposes. The Federal Arbitration Act (Title 9 of
     the United States Code) shall apply to the construction, interpretation,
     and enforcement of this arbitration provision.

     CAPTION HEADINGS.  Caption headings in this Agreement are for convenience
     purposes only and are not to be used to interpret or define the provisions
     of this Agreement.

     CONSENT TO LOAN PARTICIPATION.  Borrower agrees and consents to Lender's
     sale or transfer, whether now or later, of one or more participation
     interests in the Loans to one or more purchasers, whether related or
     unrelated to Lender. Lender may provide, without any limitation whatsoever,
     to any one or more purchasers, or potential purchasers, any information or
     knowledge Lender may have about Borrower or about any other matter relating
     to the Loan, and Borrower hereby waives any rights to privacy it may have
     with respect to such matters. Borrower additionally waives any and all
     notices of sale of participation interests, as well as all notices of any
     repurchase of such participation interests.

     COSTS AND EXPENSES.  Borrower agrees to pay upon demand all of Lender's
     expenses, including attorneys' fees, incurred in connection with the
     preparation, execution, enforcement, modification and collection of this
     Agreement or in connection with the Loans made pursuant to this Agreement.
     Lender may hire one or more attorneys to help collect the Indebtedness if
     Borrower does not pay, and Borrower will pay Lender's reasonable attorneys'
     fees.

     NOTICES.  All notices required to be given under this Agreement shall be
     given in writing, and shall be effective when actually delivered or when
     deposited with a nationally recognized overnight courier or deposited in
     the United States mail, first class, postage prepaid, addressed to the
     party to whom the notice is to be given at the address shown above. Any
     party may change its address for notices under this Agreement by giving
     formal written notice to the other parties, specifying that the purpose of
     the notice is to change the party's address. To the extent permitted by
     applicable law, if there is more than one Borrower, notice to any Borrower
     will constitute notice to all Borrowers. For notice purposes, Borrower will
     keep Lender informed at all times of Borrower's current address(es).

     SEVERABILITY.  If a court of competent jurisdiction finds any provision of
     this Agreement to be invalid or unenforceable as to any person or
     circumstance, such finding shall not render that provision invalid or
     unenforceable as to any other persons or circumstances. If feasible, any
     such offending provision shall be deemed to be modified to be within the
     limits of enforceability or validity; however, if the offending provision
     cannot be so modified, it shall be stricken and all other provisions of
     this Agreement in all other respects shall remain valid and enforceable.

     COUNTERPARTS.  This Agreement may be executed in one or more counterparts,
     each of which shall be deemed an original and all of which together shall
     constitute the same document. Signature pages may be detached from the
     counterparts to a single copy of this Agreement to physically form one
     document.

     SUCCESSORS AND ASSIGNS.  All covenants and agreements contained by or on
     behalf of Borrower shall bind its successors and assigns and shall inure to
     the benefit of Lender, its successors and assigns. Borrower shall not,
     however, have the right to assign its rights under this Agreement or any
     interest therein, without the prior written consent of Lender.

     SURVIVAL.  All warranties, representations, and covenants made by Borrower
     in this Agreement or in any certificate or other instrument delivered by
     Borrower to Lender under this Agreement shall be considered to have been
     relied upon by Lender and will survive the making of the Loan and delivery
     to Lender of the Related Documents, regardless of any investigation made by
     Lender or on Lender's behalf.

     TIME IS OF THE ESSENCE.  Time is of the essence in the performance of this
     Agreement.

     WAIVER.  Lender shall not be deemed to have waived any rights under this
     Agreement unless such waiver is given in writing and signed by Lender. No
     delay or omission on the part of Lender in exercising any right shall
     operate as a waiver of such right or any other right. A waiver by Lender of
     a provision of this Agreement shall not prejudice or constitute a waiver of
     Lender's right otherwise to demand strict compliance with that provision or
     any other provision of this Agreement. No prior waiver by Lender, nor any
     course of dealing between Lender and Borrower, or between Lender and any
     Grantor or Guarantor, shall constitute a waiver of any of Lender's rights
     or of any obligations of Borrower or of any Grantor as to any future
     transactions. Whenever the consent of Lender is required under this
     Agreement, the granting of such consent by Lender in any instance shall not
     constitute continuing consent in subsequent instances, where such consent
     is required and in all cases such consent may be granted or withheld in the
     sole discretion of Lender.


BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS LOAN AGREEMENT,
AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS EXECUTED AS OF THE DATE SET
FORTH ABOVE.


BORROWER:

HYPERCOM FINANCIAL INC., an Arizona corporation

By: /s/ Scott Tsujita
   ---------------------------------------
    Scott Tsujita, VP Finance & Treasurer


LENDER:

Bank One, Arizona, NA


By: /s/ [illegible]
   ----------------------------------------
   Authorized Officer

===============================================================================
LASER PRO, Reg. U.S. Pat. & T.M. Off., Ver.3.27a (c) 2000 CFI ProServices, Inc.
All rights reserved.[AZ-C40 E3.27 F3.27 P3.27 HYPERCOM.LN C3.OVL]
<PAGE>   10
                                    ADDENDUM

===============================================================================

Borrower:   HYPERCOM FINANCIAL               Lender:   Bank One, Arizona, NA
            2851 West Kathleen Road                    Commercial Banking
            Phoenix, AZ 85023-4053                     201 N. Central Avenue
                                                       Phoenix, AZ 85004

===============================================================================

This ADDENDUM is attached to and by this reference is made a part of the Loan
Agreement, dated January 6, 2000 executed by Lender and Borrower ("Agreement").

ADDITIONAL AFFIRMATIVE COVENANT -- FINANCIAL STATEMENTS OF HYPERCOM FINANCIAL.
Borrower further covenants and agrees with Lender that, while this Agreement is
in effect, Borrower will provide Lender with the annual financial statements,
including a balance sheet, income statement and statement of changes in
financial position, for the year ended, of Borrower, within one hundred twenty
(120) days after the end of its fiscal year end, such financial statements to
be prepared internally and being in a form reasonably acceptable to Lender. All
financial reports required to be provided under this Agreement shall be
prepared in accordance with generally accepted accounting principles, applied
on a consistent basis, and certified by as being true and correct.

ADDITIONAL AFFIRMATIVE COVENANT -- FINANCIAL STATEMENTS OF HYPERCOM FINANCIAL.
Borrower further covenants and agrees with Lender that, while this Agreement is
in effect, Borrower will provide Lender within forty five (45) days of each
fiscal quarter, the interim financial statements of Borrower, including a
balance sheet, income statement and statement of changes in financial position,
for the period ended, prepared and certified, subject to year end review
adjustments, as correct to the best knowledge and belief by its chief financial
officer or other person reasonably acceptable to Lender. All financial reports
required to be provided under this Agreement shall be prepared in accordance
with generally accepted accounting principles, applied on a consistent basis,
and certified by as being true and correct.

ADDITIONAL AFFIRMATIVE COVENANT -- FINANCIAL STATEMENTS OF HYPERCOM
CORPORATION. Borrower further covenants and agrees with Lender that, while this
Agreement is in effect, Borrower will provide Lender with the annual financial
statements, including a balance sheet, income statement and statement of
changes in financial position, for the year ended, of HYPERCOM CORPORATION, a
Delaware corporation within one hundred twenty (120) days after the end of its
fiscal year end, such financial statements to be audited by certified public
accountant(s) reasonably acceptable to Lender. All financial reports required
to be provided under this Agreement shall be prepared in accordance with
generally accepted accounting principles, applied on a consistent basis, and
certified by as being true and correct.

ADDITIONAL AFFIRMATIVE COVENANT -- FINANCIAL STATEMENTS OF HYPERCOM FINANCIAL.
Borrower further covenants and agrees with Lender that, while this Agreement is
in effect, Borrower will provide Lender within forty five (45) days of each
fiscal quarter, the interim financial statements of HYPERCOM CORPORATION, a
Delaware corporation, including a balance sheet, income statement and statement
of changes in financial position, for the period ended, prepared and certified,
subject to year end review adjustments, as correct to the best knowledge and
belief by its chief financial officer or other person reasonably acceptable to
Lender. All financial reports required to be provided under this Agreement
shall be prepared in accordance with generally accepted accounting principles,
applied on a consistent basis, and certified by as being true and correct.

ADDITIONAL AFFIRMATIVE COVENANT -- COVENANT COMPLIANCE OF GOLDEN EAGLE CREDIT
CORPORATION. Borrower further covenants and agrees with Lender that, while this
Agreement is in effect, GOLDEN EAGLE CREDIT CORPORATION, a New York corporation
will provide Lender with a copy of the financial covenant compliance report
prepared for Fleet Bank, within forty five (45) days of each quarter end, which
reports shall contain such information as Fleet Bank may require.

ADDITIONAL AFFIRMATIVE COVENANT -- ACCOUNTS RECEIVABLE AND ACCOUNTS PAYABLE.
Borrower further covenants and agrees with Lender that, while this Agreement is
in effect, HYPERCOM CORPORATION, a Delaware corporation, will provide Lender,
within thirty (30) days of each month, an aging and listing of all accounts
receivable prepared in accordance with generally accepted accounting principles
which itemizes each account debtor by name and addresses and which states the
total amount payable to HYPERCOM CORPORATION, a Delaware corporation, and
contains a breakdown indicating future amounts due and when due, current
amounts due, amounts thirty (30) days past due, sixty (60) days past due, and
ninety (90) or more days past due, and reflecting any credit adjustments,
returns and allowances; and an aging and listing of all accounts payable-trade
prepared in a similar manner.

ADDITIONAL EVENTS OF DEFAULT. In addition to the Events of Default listed
previously in this Agreement, the default by Golden Eagle Credit Corporation
("GECC"), an affiliate of Borrower, under the terms and conditions of that
certain Loan Agreement dated November 10, 1993, between GECC and Fleet Bank, as
such Loan Agreement may be amended, modified, renewed or replaced, shall
constitute an Event of Default hereunder.

ADDITIONAL NEGATIVE COVENANT. Borrower hereby covenants and agrees not to,
without the prior written consent of Lender, pledge, assign, encumber,
transfer, or grant a security interest in any equipment leases, rents, lease
payments, or residual payments relating to any leases of equipment where
Borrower is the lessor except for those in existence as of the date hereof.
<PAGE>   11

ADDITIONAL DEFINITION -- BORROWING BASE. The section entitled "Borrowing Base"
is hereby deleted in its entirety and replaced with the following definition:

     BORROWING BASE. The words "Borrowing Base" mean the sum of (i) 80.000% of
the aggregate amount of Eligible Accounts, plus (ii) 50.000% of the aggregate
amount of Eligible Inventory;


Dated this 6th day of January, 2000


HYPERCOM FINANCIAL, INC., an                      BANK ONE, ARIZONA, NA, a
Arizona corporation                               national banking association



By:  /s/ Scott Tsujita                            By:  /s/ Scott T. Schaefer
     ------------------------                          ------------------------
     Scott Tsujita,                                    Scott T. Schaefer,
     VP finance & Treasurer                            Senior Vice President