Exhibit 10.3

FORM OF

INTERCREDITOR AGREEMENT

                THIS INTERCREDITOR AGREEMENT (this “Agreement”) is made and entered into as of the _____
day of March 2005 (the “Effective Date”), by and between VendingData Corporation, a Nevada
corporation (the “Company”), Premier Trust, Inc., a Nevada corporation (the “Collateral
Agent”), and the persons listed on Schedule A hereto (“Note Holders”).

                WHEREAS, the Company conducted a private placement of 10% Senior Secured Convertible Notes due February
2008 in the aggregate amount of up to Ten Million Dollars ($10,000,000) (the “February Notes”),
exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”);

                WHEREAS, the Company entered into subscription agreements (the “February Subscription Agreements”),
promissory notes (the “February Promissory Notes”), exchange agreements (the “Exchange
Agreements”), a security agreement (the “Security Agreement”) and a collateral agent
agreement (the “Collateral Agent Agreement” and together with the February Subscription
Agreements, the February Promissory Notes, the Exchange Agreements, the Security Agreements and the
Collateral Agent Agreement, the “February Transaction Documents”) with the holders of the
February Notes (the “February Note Holders”) through which the Company granted a first
priority security interest in the Collateral (as defined in the Security Agreement) to the February
Note Holders;

                WHEREAS, through the Collateral Agent Agreement, the February Note Holders appointed the Collateral
Agent to act as their collateral agent and to take any action as their attorney-in-fact for the purpose
of carrying out the provisions of the Collateral Agent Agreement including, without limitation, taking
any action on behalf of, or at the instruction of, the Majority in Interest (as defined in the Collateral
Agent Agreement) at the written direction of the Majority in Interest and executing any consent authorized
pursuant to the Collateral Agent Agreement and taking any action and executing any instrument that
the Collateral Agent may deem necessary or advisable (and lawful) to accomplish the purposes hereof;

                WHEREAS, the Company proposes to conduct a private placement of 10% Senior Secured Convertible Notes
due March 2008 in the aggregate amount of up to Two Million Dollars ($2,000,000) (the “March
Notes” and, together with the February Notes, the “Notes”), exempt from the registration
requirements of the Securities Act and through separate subscription agreements (the “March
Subscription Agreements”) and promissory notes (the “March Promissory Notes” and,
together with the March Subscription Agreements, the “March Transaction Documents”);

                WHEREAS, the Company proposes to issue the March Notes on a pari passu basis as the February Notes and to add the holders of the March Notes (the “March Note Holders”
and, together with the February Note Holders, the “Note Holders”) as parties to the Security
Agreement and the Collateral Agent Agreement;

                WHEREAS, the Company, the Collateral Agent, the February Note Holders and the March Note Holders desire
to enter into this Agreement for the purposes of, among other things, providing the Company with
the authority to place the March Notes on a pari passu basis as the February Notes and amended and restating the Security Agreement and the Collateral Agent
Agreement;

                NOW, THEREFORE, for and in consideration of the promises and mutual covenants, agreements, understandings,
undertakings, representations, warranties and promises, and subject to the conditions hereinafter
set forth, and intending to be legally bound thereby, the parties do hereby covenant and agree that
the recitals set forth above are true and accurate and are hereby incorporated in and made a part
of this Agreement, and further covenant and agree as follows:








1.             Consent

                1.1.            Consent to Issuance. As required by Section 5.9 of the February Subscription Agreement, the February
Note Holders hereby consent to the issuance by the Company of the March Notes and through such consent
hereby agree that:

	 	                   (a)             The March Notes shall be issued on a pari passu basis with the February Notes;
		 
	 	                   (b)             The registration rights contained in Section 5 of the February Notes, including the rights, obligations
and remedies described therein, shall be deemed to govern, include and apply to the March Note Holders
and the conversion shares issuable to the March Note Holders;
		 
	 	                   (c)             The Security Agreement shall be amended and restated as provided for in Section 1.2 of this Agreement;
and
		 
	 	                   (d)             The Collateral Agent Agreement shall be amended and restated as provided for in Section 1.3 of this
Agreement.


                1.2.            Amendment and Restatement of Security Agreement. The Company and the February Note Holders hereby
consent and agree to the amendment and restatement of the Security Agreement to provide for: (1)
the grant to the March Note Holders a first priority security interest in the Collateral (as defined
in the Security Agreement) on a pari passu basis with the February Note Holders; and (2) the grant to the Collateral Agent the power of attorney
to execute an Amended and Restated Security Agreement on their behalf.

                1.3.            Amendment and Restatement of Collateral Agreement. As part of the Amended and Restated Security Agreement,
the Company and the February Note Holders hereby consent and agree to the amendment and restatement
of the Collateral Agreement to provide for: (1) the ability of the Collateral Agent to act on
behalf of both the February Note Holders and the March Note Holders as a group and to take actions
on behalf of the holders holding a majority of the outstanding principal on the Notes; and (2) the
grant to the Collateral Agent the power of attorney to execute an Amended and Restated Collateral
Agreement on their behalf.

                1.4.            Power of Attorney. Each undersigned Note Holder hereby irrevocably constitutes and appoints the Collateral
Agent as its true and lawful attorney-in-fact, with full power and authority for the undersigned,
and in the undersigned’s name, place and stead, to: 

	 	                   (a)             Execute, acknowledge, verify and deliver the Amended and Restated Security Agreement on behalf of
the undersigned Note Holder; 
		 
	 	                   (b)             Execute, acknowledge, verify and deliver the Amended and Restated Collateral Agreement on behalf of
the undersigned Note Holder; and
		 
	 	                   (c)             Take any other action of any type whatsoever in connection with the foregoing which, in the opinion
of the Collateral Agent, may be of benefit to, in the best interest of, or legally required by, the
undersigned in connection with the execution, acknowledgment, verification and delivery of the Amended
and Restated Security Agreement and the Amended and Restated Collateral Agreement.


–2–






2.             REPRESENTATIONS, WARRANTIES AND CONVENANTS

                The Company and the Note Holders represent and warrant to each other as follows as of the date hereof:

                2.1.            Authorization. Each party has full power and authority to enter into this Agreement. This Agreement
constitutes valid and legally binding obligations of each party to this Agreement, enforceable in
accordance with the terms herein, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws
relating to, or affecting generally, the enforcement of creditor’s rights and remedies or by
other equitable principles of general application. 

                2.2.            Compliance. The Company and the Note Holders have complied with and are in good standing under the
relevant February Transaction Documents and the March Transaction Documents.

                2.3.            Best Efforts. Each party hereby acknowledges that it will use its best efforts to take, or cause to
be taken, all appropriate action, and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to consummate and make effective the transactions
contemplated by this Agreement. 

                2.4.            Indemnification. Each party agrees that it shall indemnify and hold harmless the other parties to
this Agreement and their respective officers, directors, employees, agents and professional advisors
from and against any and all loss, damage, liability, or expense, including costs and reasonable
attorneys’ fees, that the foregoing, or any of them, may incur by reason of, or in connection
with, any misrepresentation, inaccurate statement or material omission made by the party herein,
any breach of any of the party’s warranties, or any failure on the party’s part to fulfill
any of the party’s covenants, agreements or obligations set forth herein.

3.             MISCELLANEOUS

                3.1.            Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Nevada. The parties hereto submit to the exclusive jurisdiction of the courts located
in Clark County, Nevada, with respect to any dispute arising under this Agreement and the transactions
contemplated hereby.

                3.2.            Entire Agreement. This Agreement, the February Transaction Documents, the March Subscription Agreements,
the March Notes, the Amended and Restated Security Agreement and the Amended and Restated Collateral
Agreement contain the entire agreement between the Company and Note Holders with regard to the subject
matter hereof and may not be modified or waived except in a writing signed by the Company and Note
Holders. 

                3.3.            Headings. The headings of this Agreement are for convenience and reference only, and shall not limit
or otherwise affect the interpretation of any term or provision hereof. 

                3.4.            Binding Effect. This Agreement and the rights, powers, and duties set forth herein shall, except as
otherwise expressly provided herein, be binding upon and inure to the benefit of, the heirs, executors,
administrators, legal representatives, successors, and assigns of the parties hereto. 

                3.5.            No Assignment. The parties to this Agreement may not assign any of their rights or interests in and
under this Agreement without the prior written consent of the other parties, and any attempted assignment
without such consent shall be null and void and without any force or effect whatsoever. 

–3–






                3.6.            Attorneys’ Fees. If any legal action or any arbitration or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation
in connection with any of the provisions of this Agreement, the successful or prevailing party or
parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in
that action or proceeding, in addition to any other relief to which it may be entitled. 

                3.7.            Notices. Unless otherwise provided, any notice required or permitted under this Agreement shall be
given in writing, shall be sent by facsimile to the party to be notified and shall be deemed effectively
given upon personal delivery to the party to be notified, or four days after deposit with the United
States Post Office, by registered or certified mail, postage prepaid and addressed to the party to
be notified to the address or facsimile number set forth on the signature pages hereto, or at such
other facsimile number or address as a party may designate by ten (10) days’ advance written
notice to the other parties. A copy of any notice to the Company shall be sent to Kummer Kaempfer
Bonner & Renshaw, Attn: Michael J. Bonner, 3800 Howard Hughes Parkway, Seventh Floor, Las Vegas,
Nevada 89109, 702-796-7181 (facsimile).

                3.8.            Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable
law, such provision shall be excluded from this Agreement and the balance of the Agreement shall
be interpreted as if such provision were so excluded and shall be enforceable in accordance with
its terms. In addition, if any such provision, or any part thereof, is held to be unenforceable,
the parties agree that the court, regulatory agency or other governmental body making such determination
shall have the power to delete or add specific words or phrases, so that such provision shall then
be enforceable to the fullest extent permitted by law.

                3.9.            Neutral Interpretation. This Agreement shall be construed in accordance with its intent and without
regard to any presumption or any other rule requiring construction against the party causing the
same to be drafted.

–4–






                3.10.          Waiver. No delay or omission by a party in exercising any rights shall operate as a waiver of such
right or any other right. Waiver on any one occasion shall not be construed as a bar to or waiver
of any right or remedy on any future occasion. The rights and remedies of a party, whether evidenced
hereby or by any other agreement, instrument or paper, shall be cumulative and may be exercised singularly
or concurrently. Unless otherwise provided in this Agreement, any waiver or amendment of any provisions
of this Agreement shall be in writing, executed and delivered by the Company and by the Note Holders
holding Notes representing not less than a majority of the then outstanding principal of all of the
Notes then issued and outstanding. 

                IN WITNESS WHEREOF, the undersigned have executed this Intercreditor Agreement as of the Effective
Date.

	 “COMPANY” 
	  
	  
	 
	 	 	 
	  VENDINGDATA CORPORATION, 
	  
	 ADDRESS
	                  a Nevada corporation	 	 

	 	 	Attn: Chief Executive Officer  

	 	 	Attn: Chief Financial Officer 
	 	 	6830 Spencer Street
	 By: 
	__________________________________________	 	Las Vegas , Nevada 89119
	 	 Douglas H. Caszatt 
	 	 
	 Title: 
	 Acting Chief Financial Officer and Secretary 
	 	Telephone: 	702-733-7195
	 	 	Facsimile: 	702-733-7197
	 	 	 
	“COLLATERL AGENT” 
	  
	 
	 	 	 
	PREMIER TRUST, INK., 	 	ADDRESS
	                  a Nevada corporation	 	 
	 	 	 2700 West Sahara , Suite 300

	 By: 
	__________________________________________	  
	 Las Vegas , Nevada 89102

	  
	 Mark Dreschler 
	 
	 

	 Title: 
	 President 
	 
	 Telephone: 
	 702-_______ 

	 
	 
	 
	 Facsimile: 
	 702-507-0755 



 

ACKNOWLEDGEMENT AND CONSENT

                As of the Effective Date, the undersigned hereby acknowledges and consents to the foregoing Intercreditor
Agreement by and among VendingData Corporation, a Nevada corporation, Premier Trust, Inc., a Nevada
corporation, and the persons listed on the Schedule A hereto, and agrees to be bound by the terms and conditions thereof.

	“NOTE HOLDER” 	  
	 ADDRESS
	 	 NOTE AMOUNT

	  
	  
	  
	 	  

	 ______________________________ 
	  
	 _________________________
	 	 $_________ 

	  
	  
	 _________________________
	 	 

	 By: 
	 __________________________ 
	  
	 _________________________
	 	 

	  
	 ________________ 
	 
	 
	 	 

	 Title: 
	 ________________ 
	 
	 Telephone: 
	 (____) _________ 
	 	 

	 
	 
	 
	 Facsimile: 
	 (____) _________ 
	 	 



–5–






SCHEDULE A

NOTE HOLDERS

	 	FEBRUARY NOTE HOLDERS	 	 ADDRESS
	 	 PRINCIPAL AMOUNT 
	 
	 	
	 	
	 	
	 
	1.	_____________________	 	_______________________	 	$ ____________ 	 
	 	 	 	_______________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	2.	_____________________	 	_______________________	 	$ ____________ 	 
	 	 	 	_______________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	3.	_____________________	 	_______________________	 	$ ____________ 	 
	 	 	 	_______________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	4.	_____________________	 	_______________________	 	$ ____________ 	 
	 	 	 	_______________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	5.	_____________________	 	_______________________	 	$ ____________ 	 
	 	 	 	_______________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	6.	_____________________	 	_______________________	 	$ ____________ 	 
	 	 	 	_______________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	7.	_____________________	 	_______________________	 	$ ____________ 	 
	 	 	 	_______________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	8.	_____________________	 	_______________________	 	$ ____________ 	 
	 	 	 	_______________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 


–6–





	 	FEBRUARY NOTE HOLDERS	 	 ADDRESS
	 	 PRINCIPAL AMOUNT 
	 
	 	
	 	
	 	
	 
	9.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	10.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	11.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	12.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	13.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	14.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	15.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	16.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	17.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 



–7–





	 	FEBRUARY NOTE HOLDERS	 	 ADDRESS
	 	 PRINCIPAL AMOUNT 
	 
	 	
	 	
	 	
	 
	18.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	19.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	20.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	21.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	22.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	23.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	24.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	25.	_____________________	 	____________________	 	$ ____________ 	 
	 	 	 	____________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	
	 	
	 	
	 
	 	 	 	TOTAL
	 	$ ____________ 	 



–8–





	 	MARCH NOTE HOLDERS	 	 ADDRESS
	 	 PRINCIPAL AMOUNT 
	 
	 	
	 	
	 	
	 
	26.	_____________________	 	_______________________	 	$ ____________ 	 
	 	 	 	_______________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	27.	_____________________	 	_______________________	 	$ ____________ 	 
	 	 	 	_______________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	28.	_____________________	 	_______________________	 	$ ____________ 	 
	 	 	 	_______________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	29.	_____________________	 	_______________________	 	$ ____________ 	 
	 	 	 	_______________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	30.	_____________________	 	_______________________	 	$ ____________ 	 
	 	 	 	_______________________	 	 	 
	 	 	 	Telephone: ______________	 	 	 
	 	 	 	Facsimile: _______________ 	 	 	 
	 	 	 	 	 	 	 
	 	
	 	
	 	
	 
	 	 	 	TOTAL
	 	$ ____________ 	 



–9–