Exhibit
        10.4

      
         

         

        REGISTRATION
          RIGHTS AGREEMENT

         

        This
          Registration Rights Agreement (this “Agreement”)
          is
          made and entered into as of March 29, 2006, among VendingData Corporation,
          a
          Nevada corporation (the “Company”),
          Bricoleur Partners, L.P., Bricoleur Enhanced, L.P., BRIC 6, L.P. and Bricoleur
          Offshore Ltd. (collectively the “Lenders”), and the several purchasers signatory
          hereto (each such purchaser is a “Purchaser”
and
          collectively, the “Purchasers”).

         

        R E C I
           T A L S 

         

        A.  WHEREAS,
          pursuant to a Securities Purchase Agreement entered into between the Company
          and
          each Purchaser (the “Securities
          Purchase Agreement”),
          the
          Company will sell to the Purchasers an aggregate of 2,400,000 shares of
          the
          Company’s Common Stock (as defined below).

         

        B.  WHEREAS,
          concurrent with close of the purchase and sale of shares of Common Stock
          pursuant to the Securities Purchase Agreement, the Company will (i) sell
          $7
          million of 7% Senior Secured Notes to the Lenders pursuant to that certain
          Note
          Purchase Agreement (“Note
          Purchase Agreement”)
          of the
          same date herewith between the Company and the Lenders, and, in addition,
          (ii)
          acquire a put option to sell, from time to time, up to $5 million of the
          Company’s Common Stock to the Lenders pursuant that certain Equity Put Agreement
          (“Equity
          Put Agreement”)
          of the
          same date herewith between the Company and the Lenders. 

         

        A G R E E<
u>M E N T 

        


        NOW,
          THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
          and for other good and valuable consideration the receipt and adequacy
          of which
          are hereby acknowledged, the Company, the Lenders and each Purchaser agree
          as
          follows: 

         

        1.  Definitions.
          Capitalized terms used and not otherwise defined herein that are defined
          in the
          Securities Purchase Agreement shall have the meanings given such terms
          in the
          Securities Purchase Agreement. As used in this Agreement, the following
          terms
          shall have the following meanings:

         

        “Advice”
shall
          have the meaning set forth in Section 6(d).

         

        “Effectiveness
          Date”
means,
          with respect to the initial Registration Statement required to be filed
          hereunder, the 75th
          calendar
          day following the date hereof (the 90th calendar day in the case of a “full
          review” by the Commission.

         

        “Effectiveness
          Period”
shall
          have the meaning set forth in Section 2.

         

        “Filing
          Date”
means,
          with respect to the initial Registration Statement required hereunder,
          the 30th
          calendar day following the Closing Date.

         

        
          
            
            

          

          
            1

            
              

            

          

          
            
            

          

        

         

        “Holder”
or
          “Holders”
means
          the holder or holders, as the case may be, from time to time of Registrable
          Securities.

         

        “Indemnified
          Party”
shall
          have the meaning set forth in Section 5(c).

         

        “Indemnifying
          Party”
shall
          have the meaning set forth in Section 5(c).

         

        “Losses”
shall
          have the meaning set forth in Section 5(a).

         

        “Plan
          of Distribution”
shall
          have the meaning set forth in Section 2. 

         

        “Prospectus”
means
          the prospectus included in a Registration Statement (including, without
          limitation, a prospectus that includes any information previously omitted
          from a
          prospectus filed as part of an effective registration statement in reliance
          upon
          Rule 430A promulgated under the Securities Act), as amended or supplemented
          by
          any prospectus supplement, with respect to the terms of the offering of
          any
          portion of the Registrable Securities covered by a Registration Statement,
          and
          all other amendments and supplements to the Prospectus, including post-effective
          amendments, and all material incorporated by reference or deemed to be
          incorporated by reference in such Prospectus.

         

        “Registrable
          Securities”
means
          all of (i) the Shares issuable to the Purchasers pursuant to the Securities
          Purchase Agreement, (ii) the shares of Common Stock underlying the common
          stock
          purchase warrant issued to the Lenders pursuant to the Note Purchase Agreement,
          (iii) the shares of Common Stock issuable to the Lenders from time to time
          pursuant to the Equity Put Agreement, and (iv) any shares of Common Stock
          issued
          or issuable upon any stock split, dividend or other distribution,
          recapitalization or similar event with respect to the foregoing; provided,
          however, a security shall no longer be a Registrable Security once it has
          been
          sold, or may be sold, without volume restrictions pursuant to Rule 144(k)
          or
          sold pursuant to a Registration Statement. 

         

        “Registration
          Statement”
means
          the registration statements required to be filed hereunder, including (in
          each
          case) the Prospectus, amendments and supplements to such registration statement
          or Prospectus, including pre- and post-effective amendments, all exhibits
          thereto, and all material incorporated by reference or deemed to be incorporated
          by reference in such registration statement.

         

        “Rule
          415”
means
          Rule 415 promulgated by the Commission pursuant to the Securities Act,
          as such
          Rule may be amended from time to time, or any similar rule or regulation
          hereafter adopted by the Commission having substantially the same purpose
          and
          effect as such Rule.

         

        “Rule
          424”
means
          Rule 424 promulgated by the Commission pursuant to the Securities Act,
          as such
          Rule may be amended from time to time, or any similar rule or regulation
          hereafter adopted by the Commission having substantially the same purpose
          and
          effect as such Rule.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        “Selling
          Shareholder Questionnaire”
shall
          have the meaning set forth in Section 3(a).

         

        2.  Shelf
          Registration.
          On or
          prior to the Filing Date, the Company shall prepare and file with the Commission
          a “Shelf” Registration Statement covering the resale of the Registrable
          Securities for an offering to be made on a continuous basis pursuant to
          Rule
          415. The Registration Statement shall be on Form S-3 (except if the Company
          is
          not then eligible to register for resale the Registrable Securities on
          Form S-3,
          in which case such registration shall be on another appropriate form in
          accordance herewith) and shall contain substantially the “Plan
          of Distribution”
          attached hereto as Annex
          A,
          as
          modified by the Company as necessary to conform to comments from the Commission.
          Subject to the terms of this Agreement, the Company shall use its best
          efforts
          to cause a Registration Statement to be declared effective under the Securities
          Act as promptly as possible after the filing thereof, but in any event
          prior to
          the applicable Effectiveness Date, and shall use its best efforts to keep
          such
          Registration Statement continuously effective under the Securities Act
          until all
          Registrable Securities covered by such Registration Statement have been
          sold, or
          may be sold without volume restrictions pursuant to Rule 144(k), as determined
          by the counsel to the Company pursuant to a written opinion letter to such
          effect, addressed and acceptable to the Company’s transfer agent and the
          affected Holders (the “Effectiveness
          Period”).
          Within two Trading Days after the Registration Statement is declared effective,
          the Company shall (i) file a final Prospectus with the Commission pursuant
          to
          Rule 424 and (ii) notify the Holders via facsimile of effectiveness of
          the
          Registration Statement.

         

        3.  Registration
          Procedures

         

        In
          connection with the Company’s registration obligations hereunder, the Company
          shall:

         

        (a)  Not
          less
          than five Trading Days prior to the filing of each Registration Statement
          and
          not less than two Trading Day prior to the filing of any related amendment
          or
          supplement thereto, the Company shall, (i) furnish to each Holder the selling
          stockholder and plan of distribution sections made a part thereof, along
          with
          any other section that specifically references a Holder, and (ii) cause
          its
          officers, directors and counsel to respond to all reasonable inquiries
          from the
          Holders as shall be necessary for each Holder to conduct a reasonable
          investigation within the meaning of the Securities Act. Each Holder agrees
          to be
          named in the Registration Statement and to carry out the offer and sale
          of
          Registrable Securities held by such Holder in a conformance with the Plan
          of
          Distribution attached hereto as Annex A, as modified by the Company as
          necessary
          to conform to comments from the Commission. Each Holder agrees to furnish
          to the
          Company a completed Questionnaire in the form attached to this Agreement
          as
          Annex B (a “Selling
          Shareholder Questionnaire”)
          by the
          end of the fourth Trading Day following the date on which such Holder receives
          the Selling Shareholder Questionnaire and draft materials in accordance
          with
          this Section.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        (b)  (i)
          Prepare and file with the Commission such amendments, including post-effective
          amendments, to a Registration Statement and the Prospectus used in connection
          therewith as may be necessary to keep a Registration Statement continuously
          effective as to the applicable Registrable Securities for the Effectiveness
          Period; (ii) cause the related Prospectus to be amended or supplemented
          by any
          required Prospectus supplement (subject to the terms of this Agreement),
          and as
          so supplemented or amended to be filed pursuant to Rule 424; (iii) respond
          as
          promptly as reasonably possible to any comments received from the Commission
          with respect to a Registration Statement or any amendment thereto; and
          (iv)
          comply in all material respects with the provisions of the Securities Act
          and
          the Exchange Act applicable to the Company with respect to the disposition
          of
          all Registrable Securities covered by a Registration Statement during the
          applicable period in accordance with the intended methods of disposition
          by the
          Holders thereof set forth in such Registration Statement as so amended
          or in
          such Prospectus as so supplemented.

         

        (c)  Notify
          the Holders of Registrable Securities to be sold (which notice shall, pursuant
          to clauses (ii) through (iv) hereof, be accompanied by an instruction to
          suspend
          the use of the Prospectus until the requisite changes have been made) as
          promptly as reasonably possible (i) with respect to a Registration Statement
          or
          any post-effective amendment, when the same has become effective; (ii)
          of the
          issuance by the Commission or any other federal or state governmental authority
          of any stop order suspending the effectiveness of a Registration Statement
          covering any or all of the Registrable Securities; (iii) of the receipt
          by the
          Company of any notification with respect to the suspension of the qualification
          or exemption from qualification of any of the Registrable Securities for
          sale in
          any jurisdiction; or (iv) of the occurrence of any event or passage of
          time that
          makes the financial statements included in a Registration Statement ineligible
          for inclusion therein or any statement made in a Registration Statement
          or
          Prospectus or any document incorporated or deemed to be incorporated therein
          by
          reference untrue in any material respect or that requires any revisions
          to a
          Registration Statement, Prospectus or other documents so that, in the case
          of a
          Registration Statement or the Prospectus, as the case may be, it will not
          contain any untrue statement of a material fact or omit to state any material
          fact required to be stated therein or necessary to make the statements
          therein,
          in light of the circumstances under which they were made, not misleading.
          Any
          and all of such information contemplated by subparagraphs (i) through (iv)
          shall
          remain confidential to each Holder until such information otherwise becomes
          public, unless disclosure by a Holder is required by law.

         

        (d)  Use
          its
          best efforts to avoid the issuance of, or, if issued, obtain the withdrawal
          of
          (i) any order suspending the effectiveness of a Registration Statement,
          or (ii)
          any suspension of the qualification (or exemption from qualification) of
          any of
          the Registrable Securities for sale in any jurisdiction, at the earliest
          practicable moment.

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        (e)  Furnish
          to each Holder, without charge, at least one conformed copy of each such
          final
          Prospectus and each final amendment or supplement thereto, promptly after
          the
          filing of such documents with the Commission, for Holder’s delivery in
          connection with a sale of the Registrable Securities.

         

        (f)  Subject
          to the terms of this Agreement, the Company hereby consents to the use
          of each
          Prospectus and each amendment or supplement thereto, provided by the Company
          pursuant to subpart (e) above, by each of the selling Holders in connection
          with
          the offering and sale of the Registrable Securities covered by such Prospectus
          and any amendment or supplement thereto, except after the giving of any
          notice
          pursuant to Section 3(d).

         

        (g)  If
          NASDR
          Rule 2710 requires any broker-dealer to make a filing prior to executing
          a sale
          by a Holder, the Company shall (i) make an Issuer Filing with the NASDR,
          Inc.
          Corporate Financing Department pursuant to proposed NASDR Rule
          2710(b)(10)(A)(i), (ii) respond within five Trading Days to any comments
          received from NASDR in connection therewith, and (iii) pay the filing fee
          required in connection therewith.

         

        (h)  Prior
          to
          any resale of Registrable Securities by a Holder, use its commercially
          reasonable efforts to register or qualify or cooperate with the selling
          Holders
          in connection with the registration or qualification (or exemption from
          the
          Registration or qualification) of such Registrable Securities for the resale
          by
          the Holder under the securities or Blue Sky laws of such jurisdictions
          within
          the United States as any Holder reasonably requests in writing, to keep
          each
          registration or qualification (or exemption therefrom) effective during
          the
          Effectiveness Period and to do any and all other acts or things reasonably
          necessary to enable the disposition in such jurisdictions of the Registrable
          Securities covered by each Registration Statement; provided, that the Company
          shall not be required to qualify generally to do business in any jurisdiction
          where it is not then so qualified, subject the Company to any material
          tax in
          any such jurisdiction where it is not then so subject or file a general
          consent
          to service of process in any such jurisdiction.

         

        (i)  If
          requested by the Holders, cooperate with the Holders to facilitate the
          timely
          preparation and delivery of certificates representing Registrable Securities
          to
          be delivered to a transferee pursuant to a Registration Statement, which
          certificates shall be free, to the extent permitted by the Securities Act,
          of
          all restrictive legends, and to enable such Registrable Securities to be
          in such
          denominations and registered in such names as any such Holders may
          request.

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        (j)  Upon
          the
          occurrence of any event contemplated by this Section 3, as promptly as
          reasonably possible under the circumstances taking into account the Company’s
          good faith assessment of any adverse consequences to the Company and its
          stockholders of the premature disclosure of such event, prepare a supplement
          or
          amendment, including a post-effective amendment, to a Registration Statement
          or
          a supplement to the related Prospectus or any document incorporated or
          deemed to
          be incorporated therein by reference, and file any other required document
          so
          that, as thereafter delivered, neither a Registration Statement nor such
          Prospectus will contain an untrue statement of a material fact or omit
          to state
          a material fact required to be stated therein or necessary to make the
          statements therein, in light of the circumstances under which they were
          made,
          not misleading. If the Company notifies the Holders in accordance with
          clauses
          (ii) through (iv) of Section 3(c) above to suspend the use of any Prospectus
          until the requisite changes to such Prospectus have been made, then the
          Holders
          shall suspend use of such Prospectus. The Company will use its best efforts
          to
          ensure that the use of the Prospectus may be resumed as promptly as is
          practicable. The Company shall be entitled to exercise its right under
          this
          Section 3(j) to suspend the availability of a Registration Statement and
          Prospectus, for a period not to exceed 60 calendar days (which need not
          be
          consecutive days) in any 12 month period.

         

        (k)  Comply
          with all applicable rules and regulations of the Commission.

         

        (l)  The
          Company may require each selling Holder to furnish to the Company a certified
          statement as to (i) the number of shares of Common Stock beneficially owned
          by
          such Holder, (ii) the natural persons thereof that have voting and dispositive
          control over the shares of Common Stock, and (iii) any affiliation between
          the
          Holder and either the Company’s independent accountants or any member of the
          NASD.

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        4.  Registration
          Expenses.
          All
          fees and expenses incident to the performance of or compliance with this
          Agreement by the Company shall be borne by the Company whether or not any
          Registrable Securities are sold pursuant to a Registration Statement. The
          fees
          and expenses referred to in the foregoing sentence shall include, without
          limitation, (i) all registration and filing fees (including, without limitation,
          fees and expenses (A) with respect to filings required to be made with
          any
          Trading Market on which the Common Stock is then listed for trading, (B)
          in
          compliance with applicable state securities or Blue Sky laws reasonably
          agreed
          to by the Company in writing (including, without limitation, fees and
          disbursements of counsel for the Company in connection with Blue Sky
          qualifications or exemptions of the Registrable Securities) and (C) if
          not
          previously paid by the Company in connection with an Issuer Filing, with
          respect
          to any filing that may be required to be made by any broker through which
          a
          Holder intends to make sales of Registrable Securities with NASD Regulation,
          Inc. pursuant to the NASD Rule 2710, so long as the broker is receiving
          no more
          than a customary brokerage commission in connection with such sale, (ii)
          printing expenses incurred by the Company (including, without limitation,
          expenses of printing certificates for Registrable Securities, (iii) messenger,
          telephone and delivery expenses incurred by the Company, (iv) fees and
          disbursements of counsel for the Company, (v) Securities Act liability
          insurance
          incurred by the Company, if the Company so desires such insurance, and
          (vi) fees
          and expenses of all other Persons retained by the Company in connection
          with the
          consummation of the transactions contemplated by this Agreement. In addition,
          the Company shall be responsible for all of its internal expenses incurred
          in
          connection with the consummation of the transactions contemplated by this
          Agreement (including, without limitation, all salaries and expenses of
          its
          officers and employees performing legal or accounting duties), the expense
          of
          any annual audit and the fees and expenses incurred in connection with
          the
          listing of the Registrable Securities on any securities exchange as required
          hereunder. In no event shall the Company be responsible for any broker
          or
          similar commissions of any Holder or, except to the extent provided for
          in the
          Transaction Documents, any legal fees or other costs of the
          Holders.

         

        5.  Indemnification

         

        (a)  Indemnification
          by the Company.
          The
          Company shall, notwithstanding any termination of this Agreement, indemnify
          and
          hold harmless each Holder, the officers, directors, members, partners,
          employees
          of each of them, each Person who controls any such Holder (within the meaning
          of
          Section 15 of the Securities Act or Section 20 of the Exchange Act) and
          the
          officers, directors, members, shareholders, partners, and employees of
          each such
          controlling Person, to the fullest extent permitted by applicable law,
          from and
          against any and all losses, claims, damages, liabilities, costs (including,
          without limitation, reasonable attorneys’ fees) and expenses (collectively,
“Losses”),
          as
          incurred, arising out of or relating to (1) any untrue statement of a material
          fact contained in a Registration Statement, any Prospectus or any form
          of
          prospectus or in any amendment or supplement thereto or in any preliminary
          prospectus, or arising out of or relating to any omission of a material
          fact
          required to be stated therein or necessary to make the statements therein
          (in
          the case of any Prospectus or form of prospectus or supplement thereto,
          in light
          of the circumstances under which they were made) not misleading, or (2)
          any
          violation by the Company of the Securities Act, Exchange Act or any state
          securities law, or any rule or regulation thereunder, in connection with
          the
          performance of its obligations under this Agreement, except to the extent,
          but
          only to the extent, that (i) such untrue statements or omissions are based
          solely upon information regarding such Holder furnished in writing to the
          Company by such Holder expressly for use therein, or to the extent that
          such
          information relates to such Holder or such Holder’s proposed method of
          distribution of Registrable Securities and was reviewed and expressly approved
          in writing by such Holder expressly for use in a Registration Statement,
          such
          Prospectus or such form of Prospectus or in any amendment or supplement
          thereto
          (it being understood that the Holder has approved Annex A hereto for this
          purpose), (ii) in the case of an occurrence of an event of the type specified
          in
          Section 3(c)(ii)-(iv), the use by such Holder of an outdated or defective
          Prospectus after the Company has notified such Holder in writing that the
          Prospectus is outdated or defective and prior to the receipt by such Holder
          of
          the Advice contemplated in Section 6(d), or (iii) any such untrue statement,
          omission or violation is directly related to and primarily the result of
          a
          material breach of this Agreement or violation of law by Holder.

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        (b)  Indemnification
          by Holders.
          Each
          Holder shall, severally and not jointly, indemnify and hold harmless the
          Company, its directors, officers, agents, attorneys and employees, each
          Person
          who controls the Company (within the meaning of Section 15 of the Securities
          Act
          and Section 20 of the Exchange Act), and the directors, officers, agents,
          attorneys or employees of such controlling Persons, to the fullest extent
          permitted by applicable law, from and against all Losses, as incurred,
          to the
          extent arising out of or based solely upon: (x) such Holder’s failure to comply
          with the prospectus delivery requirements of the Securities Act, (y) a
          material
          breach of this Agreement or violation of law by Holder, or (z) any untrue
          or
          alleged untrue statement of a material fact contained in any Registration
          Statement, any Prospectus, or any form of prospectus, or in any amendment
          or
          supplement thereto or in any preliminary prospectus, or arising out of
          or
          relating to any omission or alleged omission of a material fact required
          to be
          stated therein or necessary to make the statements therein not misleading
          (i) to
          the extent, but only to the extent, that such untrue statement or omission
          is
          contained in any information so furnished in writing by such Holder to
          the
          Company specifically for inclusion in such Registration Statement or such
          Prospectus or (ii) to the extent that such information relates to such
          Holder’s
          proposed method of distribution of Registrable Securities and was reviewed
          and
          expressly approved in writing by such Holder expressly for use in a Registration
          Statement (it being understood that the Holder has approved Annex A hereto
          for
          this purpose), such Prospectus or such form of Prospectus or in any amendment
          or
          supplement thereto or (iii) in the case of an occurrence of an event of
          the type
          specified in Section 3(c)(ii)-(iv), the use by such Holder of an outdated
          or
          defective Prospectus after the Company has notified such Holder in writing
          that
          the Prospectus is outdated or defective and prior to the receipt by such
          Holder
          of the Advice contemplated in Section 6(d). In no event shall the liability
          of
          any selling Holder hereunder be greater in amount than the dollar amount
          of the
          net proceeds received by such Holder upon the sale of the Registrable Securities
          giving rise to such indemnification obligation.

         

        (c)  Conduct
          of Indemnification Proceedings.
          If any
          Proceeding shall be brought or asserted against any Person entitled to
          indemnity
          hereunder (an “Indemnified
          Party”),
          such
          Indemnified Party shall promptly notify the Person from whom indemnity
          is sought
          (the “Indemnifying
          Party”)
          in
          writing, and the Indemnifying Party shall have the right to assume the
          defense
          thereof, including the employment of counsel reasonably satisfactory to
          the
          Indemnified Party and the payment of all fees and expenses incurred in
          connection with defense thereof; provided, that the failure of any Indemnified
          Party to give such notice shall not relieve the Indemnifying Party of its
          obligations or liabilities pursuant to this Agreement, except (and only)
          to the
          extent that such failure shall have prejudiced the Indemnifying
          Party.

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        An
          Indemnified Party shall have the right to employ separate counsel in any
          such
          Proceeding and to participate in the defense thereof, but the fees and
          expenses
          of such counsel shall be at the expense of such Indemnified Party or Parties
          unless: (1) the Indemnifying Party has agreed in writing to pay such fees
          and
          expenses; (2) the Indemnifying Party shall have failed promptly to assume
          the
          defense of such Proceeding and to employ counsel reasonably satisfactory
          to such
          Indemnified Party in any such Proceeding; or (3) the named parties to any
          such
          Proceeding (including any impleaded parties) include both such Indemnified
          Party
          and the Indemnifying Party, and a material conflict of interest is likely
          to
          exist if the same counsel were to represent such Indemnified Party and
          the
          Indemnifying Party, in which case, if such Indemnified Party notifies the
          Indemnifying Party in writing that it elects to employ separate counsel
          at the
          expense of the Indemnifying Party, the Indemnifying Party shall not have
          the
          right to assume the defense thereof and the reasonable fees and expenses
          of no
          more than one separate counsel shall be at the expense of the Indemnifying
          Party. The Indemnifying Party shall not be liable for any settlement of
          any such
          Proceeding effected without its written consent. 

         

        Subject
          to the terms of this Agreement, all reasonable fees and expenses of the
          Indemnified Party owing under this Section 5 (including reasonable fees
          and
          expenses to the extent incurred in connection with investigating or preparing
          to
          defend such Proceeding in a manner not inconsistent with this Section)
          shall be
          paid to the Indemnified Party. 

         

        (d)  Contribution.
          If the
          indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
          Party or insufficient to hold an Indemnified Party harmless for any Losses,
          then
          each Indemnifying Party shall contribute to the amount paid or payable
          by such
          Indemnified Party, in such proportion as is appropriate to reflect the
          relative
          fault of the Indemnifying Party and Indemnified Party in connection with
          the
          actions, statements or omissions that resulted in such Losses as well as
          any
          other relevant equitable considerations. The relative fault of such Indemnifying
          Party and Indemnified Party shall be determined by reference to, among
          other
          things, whether any action in question, including any untrue statement
          of a
          material fact or omission of a material fact, has been taken or made by,
          or
          relates to information supplied by, such Indemnifying Party or Indemnified
          Party, and the parties’ relative intent, knowledge, access to information and
          opportunity to correct or prevent such action, statement or omission. The
          amount
          paid or payable by a party as a result of any Losses shall be deemed to
          include,
          subject to the limitations set forth in this Agreement, any reasonable
          attorneys’ or other fees or expenses incurred by such party in connection with
          any Proceeding to the extent such party would have been indemnified for
          such
          fees or expenses if the indemnification provided for in this Section was
          available to such party in accordance with its terms.

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        The
          parties hereto agree that it would not be just and equitable if contribution
          pursuant to this Section 5(d) were determined by pro rata allocation or
          by any
          other method of allocation that does not take into account the equitable
          considerations referred to in the immediately preceding paragraph.
          Notwithstanding the provisions of this Section 5(d), no Holder shall be
          required
          to contribute, in the aggregate, any amount in excess of the amount by
          which the
          proceeds actually received by such Holder from the sale of the Registrable
          Securities subject to the Proceeding exceeds the amount of any damages
          that such
          Holder has otherwise been required to pay by reason of such untrue or alleged
          untrue statement or omission or alleged omission, except in the case of
          fraud by
          such Holder.

         

        The
          indemnity and contribution agreements contained in this Section are in
          addition
          to any liability that the Indemnifying Parties may have to the Indemnified
          Parties.

         

        6.  Miscellaneous

         

        (a)  Remedies.
          In the
          event of a breach by the Company or by a Holder, of any of their respective
          obligations under this Agreement, each Holder or the Company, as the case
          may
          be, in addition to being entitled to exercise all rights granted by law
          and
          under this Agreement, including recovery of damages, will be entitled to
          specific performance of its rights under this Agreement. The Company and
          each
          Holder agree that monetary damages would not provide adequate compensation
          for
          any losses incurred by reason of a breach by it of any of the provisions
          of this
          Agreement and hereby further agrees that, in the event of any action for
          specific performance in respect of such breach, it shall not assert or
          shall
          waive the defense that a remedy at law would be adequate.

         

        (b)  No
          Piggyback on Registrations.
          Except
          as set forth on Schedule
          6(b)
          attached
          hereto, neither the Company nor any of its security holders (other than
          the
          Holders in such capacity pursuant hereto) may include securities of the
          Company
          in the initial Registration Statement other than the Registrable Securities.
          

         

        (c)  Compliance.
          Each
          Holder covenants and agrees that it will comply with the prospectus delivery
          requirements of the Securities Act as applicable to it in connection with
          sales
          of Registrable Securities pursuant to a Registration Statement.

         

        (d)  Discontinued
          Disposition.
          Each
          Holder agrees by its acquisition of Registrable Securities that, upon receipt
          of
          a notice from the Company of the occurrence of any event of the kind described
          in Section 3(c), such Holder will forthwith discontinue disposition of
          such
          Registrable Securities under a Registration Statement until it is advised
          in
          writing (the “Advice”)
          by the
          Company that the use of the applicable Prospectus (as it may have been
          supplemented or amended) may be resumed. The Company will use its best
          efforts
          to ensure that the use of the Prospectus may be resumed as promptly as
          it
          practicable. 

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        (e)  Piggy-Back
          Registrations.
          If at
          any time during the Effectiveness Period there is not an effective Registration
          Statement covering all of the Registrable Securities and the Company shall
          determine to prepare and file with the Commission a registration statement
          relating to an offering for its own account or the account of others under
          the
          Securities Act of any of its equity securities, other than on Form S-4
          or Form
          S-8 (each as promulgated under the Securities Act) or their then equivalents
          relating to equity securities to be issued solely in connection with any
          acquisition of any entity or business or equity securities issuable in
          connection with the stock option or other employee benefit plans, then
          the
          Company shall send to each Holder a written notice of such determination
          and, if
          within fifteen days after the date of such notice, any such Holder shall
          so
          request in writing, the Company shall include in such registration statement
          all
          or any part of such Registrable Securities such Holder requests to be
          registered.

         

        (f)  Amendments
          and Waivers.
          The
          provisions of this Agreement, including the provisions of this sentence,
          may not
          be amended, modified or supplemented, and waivers or consents to departures
          from
          the provisions hereof may not be given, unless the same shall be in writing
          and
          signed by the Company and the Holders of at least a majority the then
          outstanding Registrable Securities. Notwithstanding the foregoing, a waiver
          or
          consent to depart from the provisions hereof with respect to a matter that
          relates exclusively to the rights of Holders and that does not directly
          or
          indirectly affect the rights of other Holders may be given by Holders of
          all of
          the Registrable Securities to which such waiver or consent relates; provided,
          however,
          that
          the provisions of this sentence may not be amended, modified, or supplemented
          except in accordance with the provisions of the immediately preceding
          sentence.

         

        (g)  Notices.
          Any and
          all notices or other communications or deliveries required or permitted
          to be
          provided hereunder shall be delivered as set forth in the Securities Purchase
          Agreement, Note Purchase Agreement or Equity Put Agreement, as the case
          may
          be.

         

        (h)  Successors
          and Assigns.
          This
          Agreement shall inure to the benefit of and be binding upon the successors
          and
          permitted assigns of each of the parties and shall inure to the benefit
          of each
          Holder. The Company may not assign its rights (except by merger) or obligations
          hereunder without the prior written consent of at least a majority of the
          Holders of the then-outstanding Registrable Securities. Each Holder may
          assign
          their respective rights hereunder only (i) to a Permitted Transferee (as
          such
          term is defined in the Note Purchase Agreement and Equity Put Agreement
          ) or
          (ii) in connection with the transfer of all of their Registrable Securities
          in
          the manner and to the Persons as permitted under the Securities Purchase
          Agreement, Note Purchase Agreement or Equity Put Agreement, as the case
          may
          be.

         

        (i)  No
          Inconsistent Agreements.
          Neither
          the Company nor any of its Subsidiaries has entered, as of the date hereof,
          nor
          shall the Company or any of its Subsidiaries, on or after the date of this
          Agreement, enter into any agreement with respect to its securities, that
          would
          have the effect of impairing the rights granted to the Holders in this
          Agreement
          or otherwise conflicts with the provisions hereof. 

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        (j)  Execution
          and Counterparts.
          This
          Agreement may be executed in two or more counterparts, all of which when
          taken
          together shall be considered one and the same agreement and shall become
          effective when counterparts have been signed by each party and delivered
          to the
          other party, it being understood that both parties need not sign the same
          counterpart. In the event that any signature is delivered by facsimile
          transmission or by e-mail delivery of a “.pdf” format data file, such signature
          shall create a valid and binding obligation of the party executing (or
          on whose
          behalf such signature is executed) with the same force and effect as if
          such
          facsimile or “.pdf” signature page were an original thereof.

         

        (k)  Governing
          Law.
          All
          questions concerning the construction, validity, enforcement and interpretation
          of this Agreement shall be governed by and construed and enforced in accordance
          with the internal laws of the State of California, without regard to the
          principles of conflicts of law thereof. Each party agrees that all legal
          proceedings concerning the interpretations, enforcement and defense of
          the
          transactions contemplated by this Agreement (whether brought against a
          party
          hereto or its respective affiliates, directors, officers, shareholders,
          employees or agents) shall be commenced exclusively in the state and federal
          courts sitting in the San Diego, California. The parties hereby waive all
          rights
          to a trial by jury. If either party shall commence an action or proceeding
          to
          enforce any provisions of this Agreement, then the prevailing party in
          such
          action or proceeding shall be reimbursed by the other party for its reasonable
          attorneys’ fees and other costs and expenses incurred with the investigation,
          preparation and prosecution of such action or proceeding..

         

        (l)  Cumulative
          Remedies.
          The
          remedies provided herein are cumulative and not exclusive of any other
          remedies
          provided by law.

         

        (m)  Severability.
          If any
          term, provision, covenant or restriction of this Agreement is held by a
          court of
          competent jurisdiction to be invalid, illegal, void or unenforceable, the
          remainder of the terms, provisions, covenants and restrictions set forth
          herein
          shall remain in full force and effect and shall in no way be affected,
          impaired
          or invalidated, and the parties hereto shall use their commercially reasonable
          efforts to find and employ an alternative means to achieve the same or
          substantially the same result as that contemplated by such term, provision,
          covenant or restriction. It is hereby stipulated and declared to be the
          intention of the parties that they would have executed the remaining terms,
          provisions, covenants and restrictions without including any of such that
          may be
          hereafter declared invalid, illegal, void or unenforceable.

         

        (n)  Headings.
          The
          headings in this Agreement are for convenience only, do not constitute
          a part of
          this Agreement, and shall not be deemed to limit or affect any of the provisions
          hereof.

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        (o)  Independent
          Nature of Holders’ Obligations and Rights.
          The
          obligations of each Holder hereunder are several and not joint with the
          obligations of any other Holder hereunder, and no Holder shall be responsible
          in
          any way for the performance of the obligations of any other Holder hereunder.
          Nothing contained herein or in any other agreement or document delivered
          at any
          closing, and no action taken by any Holder pursuant hereto or thereto,
          shall be
          deemed to constitute the Holders as a partnership, an association, a joint
          venture or any other kind of entity, or create a presumption that the Holders
          are in any way acting in concert with respect to such obligations or the
          transactions contemplated by this Agreement. Each Holder shall be entitled
          to
          protect and enforce its rights, including without limitation the rights
          arising
          out of this Agreement, and it shall not be necessary for any other Holder
          to be
          joined as an additional party in any proceeding for such purpose.

         

        [REMAINDER
          OF PAGE INTENTIONALLY LEFT BLANK

        SIGNATURE
          PAGES FOLLOW]


        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

        
          IN
            WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
            as
            of the date first written above.

           

        

      

      
        
          	 	 	 
	 	
                  VENDINGDATA
                    CORPORATION

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  
Mark
                  R. Newburg,
	 	
                  President
                    and Chief Executive Officer

                


        

         

        
          
            	 	 	 
	 	
                    
                      BRICOLEUR
                        PARTNERS, L.P.

                    

                  
	 
 	
                    By:
                      

                     

                  	 Bricoleur
                    Capital Management, LLC,
 Its General Partner
	 	By:  	 
	 	
                    

                    Robert
                      Poole, Member of 

                  
	 	
                    Management
                      Board

                  


          

        

         

        
          
            
              	 	 	 
	 	
                      
                        
                          BRICOLEUR
                            ENHANCED, L.P.

                        

                      

                    
	 
 	
                      By:
                        

                       

                    	 Bricoleur
                      Capital Management, LLC,
 Its General Partner
	 	By:  	 
	 	
                      

                      Robert
                        Poole, Member of 

                    
	 	
                      Management
                        Board

                    


            

          

        

         

        
          
            
              	 	 	 
	 	
                      
                        
                          
                            BRIC
                              6, L.P.

                          

                        

                      

                    
	 
 	
                      By:
                        

                       

                    	 Bricoleur
                      Capital Management, LLC,
 Its General Partner
	 	By:  	 
	 	
                      

                      Robert
                        Poole, Member of 

                    
	 	
                      Management
                        Board

                    


            

          

        

         

        
          
            
              	 	 	 
	 	
                      
                        BRICOLEUR
                          OFFSHORE LTD.

                      

                    
	 
 	
                      By:
                        

                       

                    	 Bricoleur
                      Capital Management, LLC,
 Its General Partner
	 	By:  	 
	 	
                      

                      Robert
                        Poole, Member of 

                    
	 	
                      Management
                        Board

                    


            

          

        



    

    [SIGNATURE
      PAGE OF PURCHASERS FOLLOWS]


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    [SIGNATURE
      PAGE OF HOLDERS TO VNX RRA]

    


    Name
      of
      Holder: __________________________

    Signature
      of Authorized Signatory of Holder:
      __________________________

    Name
      of
      Authorized Signatory: _________________________

    Title
      of
      Authorized Signatory: __________________________

     

    


    


    [SIGNATURE
      PAGES CONTINUE]


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    ANNEX
      A

     

    Plan
      of Distribution

     

    The
      selling stockholders may, from time to time, sell any or all of their shares
      of
      common stock on any stock exchange, market or trading facility on which the
      shares are traded or in private transactions. These sales may be at fixed or
      negotiated prices. The selling stockholders may use any one or more of the
      following methods when selling shares:

     

    
      	·  	
              ordinary
                brokerage transactions and transactions in which the broker-dealer
                solicits purchasers;

            


    

     

    
      	·  	
              block
                trades in which the broker-dealer will attempt to sell the shares
                as agent
                but may position and resell a portion of the block as principal to
                facilitate the transaction;

            


    

     

    
      	·  	
              purchases
                by a broker-dealer as principal and resale by the broker-dealer for
                its
                account;

            


    

     

    
      	·  	
              an
                exchange distribution in accordance with the rules of the applicable
                exchange;

            


    

     

    
      	·  	
              privately
                negotiated transactions;

            


    

     

    
      	·  	
              short
                sales;

            


    

     

    
      	·  	
              broker-dealers
                may agree with the selling stockholders to sell a specified number
                of such
                shares at a stipulated price per
                share;

            


    

     

    
      	·  	
              a
                combination of any such methods of sale;
                and

            


    

     

    
      	·  	
              any
                other method permitted pursuant to applicable
                law.

            


    

     

    The
      selling stockholders may also sell shares under Rule 144 under the Securities
      Act, if available, rather than under this prospectus.

     

    The
      selling stockholders may also engage in puts and calls and other transactions
      in
      our securities or derivatives of our securities and may sell or deliver shares
      in connection with these trades.

     

    Broker-dealers
      engaged by the selling stockholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the selling stockholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated. The
      selling stockholders do not expect these commissions and discounts to exceed
      what is customary in the types of transactions involved. Any profits on the
      resale of shares of common stock by a broker-dealer acting as principal might
      be
      deemed to be underwriting discounts or commissions under the Securities Act.
      Discounts, concessions, commissions and similar selling expenses, if any,
      attributable to the sale of shares will be borne by a selling stockholder.
      The
      selling stockholders may agree to indemnify any agent, dealer or broker-dealer
      that participates in transactions involving sales of the shares if liabilities
      are imposed on that person under the Securities Act.

     

    The
      selling stockholders may from time to time pledge or grant a security interest
      in some or all of the shares of common stock owned by them and, if they default
      in the performance of their secured obligations, the pledgees or secured parties
      may offer and sell the shares of common stock from time to time under this
      prospectus after we have filed a supplement to this prospectus under Rule
      424(b)(3) or other applicable provision of the Securities Act of 1933 amending
      the list of selling stockholders to include the pledgee, transferee or other
      successors in interest as selling stockholders under this
      prospectus.

     

    The
      selling stockholders also may transfer the shares of common stock in other
      circumstances, in which case the transferees, pledgees or other successors
      in
      interest will be the selling beneficial owners for purposes of this prospectus
      and may sell the shares of common stock from time to time under this prospectus
      after we have filed a supplement to this prospectus under Rule 424(b)(3) or
      other applicable provision of the Securities Act of 1933 amending the list
      of
      selling stockholders to include the pledgee, transferee or other successors
      in
      interest as selling stockholders under this prospectus.

     

    The
      selling stockholders and any broker-dealers or agents that are involved in
      selling the shares of common stock may be deemed to be "underwriters" within
      the
      meaning of the Securities Act in connection with such sales. In such event,
      any
      commissions received by such broker-dealers or agents and any profit on the
      resale of the shares of common stock purchased by them may be deemed to be
      underwriting commissions or discounts under the Securities Act. 

     

    We
      are
      required to pay all fees and expenses incident to the registration of the shares
      of common stock. We have agreed to indemnify the selling stockholders against
      certain claims, damages and liabilities, including liabilities under the
      Securities Act.

     

    The
      selling stockholders have advised us that they have not entered into any
      agreements, understandings or arrangements with any underwriters or
      broker-dealers regarding the sale of their shares of common stock, nor is there
      an underwriter or coordinating broker acting in connection with a proposed
      sale
      of shares of common stock by any selling stockholder. If we are notified by
      any
      selling stockholder that any material arrangement has been entered into with
      a
      broker-dealer for the sale of shares of common stock, if required, we will
      file
      a supplement to this prospectus. If the selling stockholders use this prospectus
      for any sale of the shares of common stock, they will be subject to the
      prospectus delivery requirements of the Securities Act.

     

    The
      anti-manipulation rules of Regulation M under the Securities Exchange Act of
      1934 may apply to sales of our common stock and activities of the selling
      stockholders.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    Annex
      B

     

    VendingData
      Corporation 

     

    Selling
      Securityholder Notice and Questionnaire

     

    The
      undersigned beneficial owner of common stock, par value $0.001 per share (the
      “Common
      Stock”),
      of
      VendingData Corporation, a Nevada corporation (the “Company”),
      (the
“Registrable
      Securities”)
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “Commission”)
      a
      registration statement on Form S-3 (the “Registration
      Statement”)
      for
      the registration and resale under Rule 415 of the Securities Act of 1933, as
      amended (the “Securities
      Act”),
      of
      the Registrable Securities, in accordance with the terms of the Registration
      Rights Agreement, dated as of March _, 2006 (the “Registration
      Rights Agreement”),
      among
      the Company and the Holders named therein. A copy of the Registration Rights
      Agreement is available from the Company upon request at the address set forth
      below. All capitalized terms not otherwise defined herein shall have the
      meanings ascribed thereto in the Registration Rights Agreement.

     

    Certain
      legal consequences arise from being named as a selling securityholder in the
      Registration Statement and the related prospectus. Accordingly, holders and
      beneficial owners of Registrable Securities are advised to consult their own
      securities law counsel regarding the consequences of being named or not being
      named as a selling securityholder in the Registration Statement and the related
      prospectus.

     

    NOTICE

     

    The
      undersigned beneficial owner (the “Selling
      Securityholder”)
      of
      Registrable Securities hereby elects to include the Registrable Securities
      owned
      by it and listed below in Item 3 (unless otherwise specified under such Item
      3)
      in the Registration Statement.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate:

     

    QUESTIONNAIRE

     

    1. Name.

     

    
      	 	
              (a)

            	
              Full
                Legal Name of Selling
                Securityholder

            


    

     

    
      	 
	 


    

    


    
      	 	
              (b)

            	
              Full
                Legal Name of Registered Holder (if not the same as (a) above) through
                which Registrable Securities Listed in Item 3 below are
                held:

            


    

     

    
      	 
	 


    

    


    
      	 	
              (c)

            	
              Full
                Legal Name of Natural Control Person (which means a natural person
                who
                directly or indirectly alone or with others has power to vote or
                dispose
                of the securities covered by the
                questionnaire):

            


    

     

    
      	 
	 


    

    


     

    2.
      Address for Notices to Selling Securityholder:

     

    
      	 
	 
	 
	
              Telephone:___________________________________________________________________________________________

            
	
              Fax:_________________________________________________________________________________________________

            
	
              Contact
                Person:                                                                    

            


    

    


    3.
      Beneficial Ownership of Registrable Securities:

     

    
      	 	
              (a)

            	
              Type
                and Number of Registrable Securities beneficially
                owned:

            


    

     

    
      	 
	 
	 
	 


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    4.
      Broker-Dealer Status:

     

    
      	 	
              (a)

            	
              Are
                you a broker-dealer?

            


    

     

    Yes
o  No
o

     

    
      	 	
              (b)

            	
              If
                “yes” to Section 4(a), did you receive your Registrable Securities as
                compensation for investment banking services to the
                Company.

            


    

     

    Yes
o  No
o

     

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    
      	 	
              (c)

            	
              Are
                you an affiliate of a
                broker-dealer?

            


    

     

    Yes 
      o No
o

     

    
      	 	
              (d)

            	
              If
                you are an affiliate of a broker-dealer, do you certify that you
                bought
                the Registrable Securities in the ordinary course of business, and
                at the
                time of the purchase of the Registrable Securities to be resold,
                you had
                no agreements or understandings, directly or indirectly, with any
                person
                to distribute the Registrable
                Securities?

            


    

     

    Yes o  No
o

     

    
      	 	
              Note:

            	
              If
                no, the Commission’s staff has indicated that you should be identified as
                an underwriter in the Registration
                Statement.

            


    

     

    5.
      Beneficial Ownership of Other Securities of the Company Owned by the Selling
      Securityholder.

     

    Except
      as set forth below in this Item 5, the undersigned is not the beneficial or
      registered owner of any securities of the Company other than the Registrable
      Securities listed above in Item 3.

     

    
      	 	
              (a)

            	
              Type
                and Amount of Other Securities beneficially owned by the Selling
                Securityholder:

            


    

     

    
      	 
	 
	 


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    6.
      Relationships with the Company:

     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company (or its predecessors or affiliates)
      during the past three years.

     

    State
      any
      exceptions here:

     

    
      	 
	 
	 


    

    


     

    7.
      Relationships with the Company’s Independent Accountant:

     

    Except
      as set forth below, neither the undersigned nor any of its affiliates, officers,
      directors or principal equity holders (owners of 5% of more of the equity
      securities of the undersigned) has held any position or office or has had any
      other material relationship with the Company’s independent accountants, Piercy
      Bowler Taylor & Kern, of Las Vegas , Nevada (or its predecessors or
      affiliates) during the past three years.

     

    State
      any
      exceptions here:

     

    
      	 
	 
	 


    

    


     

    The
      undersigned agrees to promptly notify the Company of any inaccuracies or changes
      in the information provided herein that may occur subsequent to the date hereof
      at any time while the Registration Statement remains effective.

     

    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items 1 through 7 and the inclusion of such
      information in the Registration Statement and the related prospectus
and
      any
      amendments or supplements thereto.
      The
      undersigned understands that such information will be relied upon by the Company
      in connection with the preparation or amendment of the Registration Statement
      and the related prospectus.

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice
      and Questionnaire to be executed and delivered either in person or by its duly
      authorized agent.

     

     

    
      	 Dated:                                                                            	Beneficial
              Owner:___________________
	 	 
	 	
              By:                                                                     

              Name:

              Title:

            


    

     

    PLEASE
      FAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN
      THE ORIGINAL BY OVERNIGHT MAIL, TO:

     

    Daniel
      Donahue, Esq.

    Preston
      Gates Ellis LLP

    1900
      Main
      Street, Suite 600

    Irvine,
      CA 92614

    


    Fax:
      949-253-0902


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    SCHEDULE
      6(B)

     

    PIGGYBACK
      REGISTRATIONS

     

    The
      Company intends to include on the initial Registration Statement:

    


    1. 3,000,000
      common shares underlying the warrants issued to the lenders pursuant to that
      certain credit agreement with the Company dated October 6, 2005. 

     

    
      
        
        

      

      
        22