0001047469-03-039910 Sample Contracts

PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • December 10th, 2003 • Vendingdata Corp • Miscellaneous manufacturing industries • Pennsylvania

THIS PLACEMENT AGENT AGREEMENT (the “Agreement”) is made and entered to be effective this day of , 2003 by and between VENDINGDATA CORPORATION, a Nevada corporation (the “Company”) and PHILADELPHIA BROKERAGE CORPORATION, a Pennsylvania corporation (the “Agent”).

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November 11, 2003 Nigel Kirkpatrick Industrial Research Limited P O Box 2225 Parnell, Auckland, New Zealand Ph: +64-9-373 8602 Fax: +64-9-302 8114 RE: Manufacturing Agreement - Letter of Intent Dear Nigel:
Ongoing Agreement • December 10th, 2003 • Vendingdata Corp • Miscellaneous manufacturing industries

Please review the following Letter of Intent and if agreeable, sign and return the letter to my attention at 6830 S. Spencer Street, Las Vegas, NV 89119.

SUBSCRIPTION AGREEMENT VendingData Corporation 6830 Spencer Street Las Vegas, NV 89119
Subscription Agreement • December 10th, 2003 • Vendingdata Corp • Miscellaneous manufacturing industries • Nevada

In order to purchase shares of common stock, $0.001 par value per share (“Common Stock”), of VendingData Corporation (the “Company”), as described in the Company’s Prospectus dated ______________, 2003, each subscriber must complete, execute and return this Subscription Agreement, together with payment in full, by check payable to Wells Fargo Bank Minnesota, N.A. (escrow agent) fbo VendingData Corporation, for the shares purchased, to Philadelphia Brokerage Corporation at 992 Old Eagle School Road, Suite 915, Wayne, Pennsylvania 19087, phone (610) 975-9990, Attn: Bernadette Pucillo.

AMENDED ESCROW AGREEMENT
Amended Escrow Agreement • December 10th, 2003 • Vendingdata Corp • Miscellaneous manufacturing industries • Minnesota

This Amended Escrow Agreement (this “Escrow Agreement”), dated the 4th day of December, 2003, by and between VendingData Corporation, a Nevada corporation (“Customer”) and Wells Fargo Bank, National Association (“Escrow Agent”) contains the following terms:

DECK-CHECKER® DISTRIBUTION AGREEMENT
Deck-Checker® Distribution Agreement • December 10th, 2003 • Vendingdata Corp • Miscellaneous manufacturing industries • Nevada

This Deck-Checker® Distribution (this “Agreement”) dated the 19th day of September, 2002 is made by and between Vending Data Corporation, a Nevada Corporation, 6830 Spencer Street, Las Vegas, Nevada 89119, USA (“VDC”) and TCS Aces Pty Limited 41-43 Dickson Avenue, Artarmon, N.S.W. 2064 Australia (“ACES”).

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