0001104659-03-019166 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 19th, 2003 • Vendingdata Corp • Wholesale-durable goods, nec • Nevada

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made this day of , 2003, between VendingData Corporation, a Nevada corporation (the “Company”), and , an individual (“Indemnitee”).

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WARRANT TO PURCHASE SHARES OF COMMON STOCK VENDINGDATA CORPORATION
Warrant Agreement • August 19th, 2003 • Vendingdata Corp • Wholesale-durable goods, nec • Nevada

THIS IS TO CERTIFY THAT, for value received, Triage Capital Management, LP (the “Holder”) is entitled, during a specified period of time as set forth in Section 3 herein (the “Exercise Period”), to purchase from VendingData Corporation, a Nevada corporation (the “Company”), Fifty Thousand (50,000) fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exercise price per share as set forth in Section 1 herein (the “Exercise Price”) (such number of shares and the Exercise Price being subject to adjustment as provided herein). The term “Warrant,” as used herein, refers to this Warrant to Purchase Shares of Common Stock, the term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder, and the term “Parties,” as used herein, refers collectively to the Holder and the Company. This Warrant is issuable only in connection with that certain $1,000,000 principal amount 10% Note due September 1

WARRANT TO PURCHASE SHARES OF COMMON STOCK VENDINGDATA CORPORATION
Warrant Agreement • August 19th, 2003 • Vendingdata Corp • Wholesale-durable goods, nec • Nevada

THIS IS TO CERTIFY THAT, for value received, Philiadelphia Brokerage Corporation (the “Holder”) is entitled, during a specified period of time as set forth in Section 3 herein (the “Exercise Period”), to purchase from VendingData Corporation, a Nevada corporation (the “Company”), up to Twenty-Five Thousand (25,000), fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exercise price per share as set forth in Section 1 herein (the “Exercise Price”). The Warrant Shares shall be vested as of the date of this Warrant. The term “Warrant,” as used herein, refers to this Warrant to Purchase Shares of Common Stock, the term “Warrant Shares,” as used herein, refers to the shares of Common Stock purchasable hereunder, and the term “Parties,” as used herein, refers collectively to the Holder and the Company.

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT OF STEVEN J. BLAD
Employment Agreement • August 19th, 2003 • Vendingdata Corp • Wholesale-durable goods, nec

This Second Amendment to Employment Agreement of Steven J. Blad (the “Second Amendment”) is entered into this 18th day of June, 2003 (the “Effective Date”), by and between VendingData Corporation, a Nevada corporation (the “Company”) and Steven J. Blad (the “Employee”).

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT OF
Employment Agreement • August 19th, 2003 • Vendingdata Corp • Wholesale-durable goods, nec

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT OF (the “First Amendment”) is entered into this day of June, 2003 (the “Effective Date”), by and between VendingData Corporation, a Nevada corporation (the “Company”) and (the “Employee”).

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