Exhibit 10.1

FORM OF

SUBSCRIPTION AGREEMENT

                THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of the date set
forth on the signature page hereto, by and between VendingData Corporation, a Nevada corporation
(the “Company”), and the purchaser listed on the signature page hereto (“Purchaser”).

                WHEREAS, in February 2005, the Company completed a private placement (the “February Private Placement”)
of up to Ten Million Dollars ($10,000,000) of 10% senior convertible notes due February 2008 (the
“February Notes”);

                WHEREAS, up through March 15, 2005, the Company is proposing to conduct a private placement (the “Private Placement”)
of senior convertible notes (the “Notes”) exempt from the registration requirements of
the Securities Act of 1933, as amended (the “Securities Act”), where said Notes shall be
issued in increments of Fifty Thousand Dollars ($50,000) (each a “Unit”);

                WHEREAS, the Notes shall be issued on a pari passu basis to the February Notes, requiring the
consent of holders of the February Notes (the “February Note Holders”), where said consent
shall be accomplished via the execution of an Intercreditor Agreement by and among the Company, Premier
Trust, Inc., a Nevada corporation (the “Collateral Agent”), the February Note Holders and
the purchasers of the Notes in the form attached hereto as Exhibit A (the “Intercreditor Agreement”);

                WHEREAS, the Company proposes to sell through the Private Placement up to Two Million Dollars ($2,000,000)
(the “Offering Amount”) in Notes; 

                WHEREAS, pursuant to an Amended and Restated Collateral Agent Agreement (the “Collateral Agent
Agreement”), the Collateral Agent shall act on behalf of the purchasers of the Notes and the
February Note Holders with respect to their rights under the Security Agreement (as defined herein)
and the Collateral Agent Agreement; and

                WHEREAS, the Company wishes to sell to Purchaser, and Purchaser wishes to purchase from the Company,
on the terms and in the manner set forth in this Agreement, the number of Units as indicated on the
signature page hereto.

                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.             DESCRIPTION OF THE NOTES

                This Agreement sets forth the terms and conditions under which Purchaser will purchase a certain number
of Units, where each Unit shall consist of a 10% senior convertible note due 2008 in the form attached
hereto as Exhibit B in increments of Fifty Thousand Dollars ($50,000), of which Note up to fifty percent (50%) of the
outstanding principal shall be convertible into shares (the “Conversion Shares”) of the
Company’s common stock, $.001 par value (“Common Stock”), at a rate of One and 65/10ths
Dollars ($1.65) per share. The Note shall be secured by that certain Amended and Restated Security
Agreement in the form attached hereto as Exhibit C (the “Security Agreement”). The Notes, the Security Agreement, the Collateral Agent Agreement
and the Intercreditor Agreement shall be referred to as the “Transaction Documents.”








2.            OFFER

                2.1.            Purchase of Units. Subject to the terms and conditions of this Agreement, Purchaser hereby agrees
to purchase from the Company, and the Company hereby agrees to sell to Purchaser, that number of
Units for that subscription amount as indicated on the signature page hereto (the “Investment
Amount”).

                2.2.            Subscription. After executing this Agreement and providing the information requested herein, please
return the executed Agreement and a completed Form W-8/W-9 by personal delivery or overnight delivery
to Philadelphia Brokerage Corporation, 992 Old Eagle School Road, Suite 915, Wayne, Pennsylvania
19087, Attention: Bernadette Pucillo, Operations Manager. The Investment Amount shall be payable
by wire transfer using the following information: 

	Name:	 	VendingData Corporation
	Account No.:	 	3121447316
	ABA Routing No:	 	321270742
	Bank: 	 	Wells Fargo Bank Nevada, N.A.
	Bank Address:	 	4425 W. Spring Mountain Road
	 	 	Las Vegas, Nevada  89102


                2.3.            Acceptance. The Company shall have the right, at its sole and absolute discretion, to reject this
subscription offer or to accept such offer. Subject to Section 4.2 of this Agreement, if the Company
accepts Purchaser’s offer, the Company shall execute this Agreement and return a copy of the
Agreement and issue the Note in the Investment Amount to Purchaser. If the Company rejects Purchaser’s
offer, the Company shall return to Purchaser this Agreement, together with any payment made by Purchaser
to the Company, without interest or deduction.

3.             RECEIPT OF DOCUMENTS

                Purchaser hereby acknowledges receipt of copies of the following documents (collectively, the “Documents”):


	 	3.1.	 	This Agreement, including the form of Note, the form of Security Agreement and the form of 
	Intercreditor Agreement;
	 	 	 	 
	 	3.2.	 	Annual Report on Form 10-KSB for the year ended December 31, 2003; 
	 	 	 	 
	 	3.3.	 	Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004; 
	 	 	 	 
	 	3.4	 	Current Report on Form 8-K dated May 3, 2004; 
	 	 	 	 
	 	3.5.	 	Current Report on Form 8-K dated May 13, 2004; 
	 	 	 	 
	 	3.6.	 	Current Report on Form 8-K dated May 26, 2004; 
	 	 	 	 
	 	3.7.	 	Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004. 
	 	 	 	 
	 	3.8.	 	Current Report on Form 8-K dated August 9, 2004; 
	 	 	 	 
	 	3.9.	 	Current Report on Form 8-K dated September 21, 2004; 
	 	 	 	 
	 	3.10.	 	Current Report on Form 8-K dated September 24, 2004; 


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	 	3.11.	 	Current Report on Form 8-K dated October 21, 2004; 
	 	 	 	 
	 	3.12.	 	Current Report on Form 8-K dated October 25, 2004; 
	 	 	 	 
	 	3.13.	 	Quarterly Report on Form 10-QSB for the quarter ended September 30, 2004; 
	 	 	 	 
	 	3.14.	 	Current Report on Form 8-K dated November 15, 2004; 
	 	 	 	 
	 	3.15.	 	Current Report on Form 8-K dated November 29, 2004; 
	 	 	 	 
	 	3.16.	 	Current Report on Form 8-K dated December 3, 2004; 
	 	 	 	 
	 	3.17.	 	Current Report on Form 8-K dated December 8, 2004; 
	 	 	 	 
	 	3.18.	 	Current Report on Form 8-K dated December 17, 2004; 
	 	 	 	 
	 	3.19.	 	Current Report on Form 8-K dated January 6, 2005; 
	 	 	 	 
	 	3.20.	 	Current Report on Form 8-K dated February 15, 2005; and 
	 	 	 	 
	 	3.21.	 	Current Report on Form 8-K dated March 4, 2005. 



4.             ESCROW 

                4.1.            Use of Proceeds. Subject to the reasonable discretion of the Company’s management, assuming the
entire Offering Amount is raised, the Company proposes to apply the proceeds from the Private Placement
as follows:

	 	AMOUNT	 
	
		
		
	
	PROPOSED USE		AMOUNT		%	
	
		
		
	
	Fund inventory	 	 	500,000	 	25	%
	Fund operating losses	 	 	500,000	 	25	%
	Placement fees	 	 	80,000	 	4	%
	Other general corporate purposes	 	 	920,000	 	46	%
	 		
		
	
	 		$	2,000,000	 	100.00	%


                The portion of the net proceeds of the Private Placement being designated as “other general corporate
purposes” excludes the acquisition of companies or products, the repurchase of Common Stock,
the issuance of the dividends or other matters not specifically set forth in this Section 4. 

                4.2.            Release of Proceeds. The gross proceeds may be released to the Company and applied as follows:

	 	                  (a)             One-third (1/3) of the gross proceeds shall be released to the Company upon the hiring
by the Company of a North American manager of operations or Chief Operating Officer, where such person
shall be hired no later than June 30, 2005;


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	 	                (b)             One-third (1/3) of the remaining gross proceeds shall be released to the Company upon
the execution of a distributor agreement with TCSJohnHuxley or an affiliate thereof that provides
for the sale and service outside the United States of one hundred (100) units of the Company’s
RandomPlusTM shuffler and PokerOneTM shuffler, where such agreement must be executed no later
than June 30, 2005; and
		 
	 	                (c)             One-third (1/3) of the remaining gross proceeds shall be released to the Company upon
the approval of the Company’s RandomPlusTM shuffler by Gaming Laboratories International
and the Nevada State Gaming Control Board and the placement of one hundred (100) units each of the
Company’s RandomPlusTM shuffler in North America, where such approvals and shuffler placement
must occur no later than June 30, 2005. 



                In the event that the Company fails to meet the conditions provided for in Section 4.2.a, Section 4.2.b
and/or Section 4.2.c, respectively, the Company will return the relevant portion of the escrowed
gross proceeds, without interest, within thirty (30) days.

5.             REPRESENTATIONS AND WARRANTIES OF PURCHASER

                Purchaser represents and warrants to the Company as follows:

                5.1.            Investor Status. Purchaser understands that the Units are being offered and sold only to “accredited investors”
(as that term is defined under Rule 501(a) of Regulation D of the Securities Act (“Regulation
D”)) or to “qualified institutional buyers” (as that term is defined under Rule 144A(a)(1)
of the Securities Act). Purchaser represents and warrants that Purchaser meets one of the following
two investor categories (PLEASE INITIAL ONE AND COMPLETE AS REQUIRED):

	 	 ̈	Category One: Accredited Investor. Purchaser represents and warrants that Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D, where such representation and warranty is based upon one of the following categories ( PLEASE INITIAL ALL THAT APPLY):

	 	 
	 	 	 
	 	 	 ̈	Private business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940; 

	 	 	 	 
	 	 	 ̈	Organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of Five Million Dollars ($5,000,000); 

	 	 	 		
	 	 	 ̈	Manager or executive officer of the Company; 
	 	 	 		
	 	 	 ̈	Natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds One Million Dollars ($1,000,000); 
	 	 	 		
	 	 	 ̈	Natural person who has an individual income in excess of Two Hundred Thousand Dollars ($200,000) in each of the two (2) most recent years and has a reasonable expectation of reaching the same income level in the current year; 

	 	 	 		
	 	 	 ̈	Natural person who has a joint income with that person’s spouse in excess of Three Hundred Thousand Dollars ($300,000) in each of the two (2) most recent years and has a reasonable expectation of reaching the same income level in the current year; 

	 	 	 		
	 	 	 ̈	Trust, with total assets in excess of Five Million Dollars ($5,000,000), not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as defined by Rule 506(b)(2)(ii) of the Securities Act; or 


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	 	 	 ̈	Entity in which all of the equity owners are accredited investors. 
	 	 	 	 	 
	 	 ̈	Category Two: Qualified Institutional Buyer. Purchaser represents and warrants that Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A(a)(1) of the Securities Act, where such representation and warranty is based upon one of the following categories ( PLEASE INITIAL ALL THAT APPLY):

	 	 	 	 	 
	 	 	 ̈	Any of the following entities, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the Company: 

	 	 	 	 	 
	 	 	 	 ̈	Any insurance company as defined in section 2(13) of the Securities Act; 
	 	 	 	 	
	 	 	 	 ̈	Any investment company registered under the Investment Company Act or any business development company as defined in Section 2(a)(48) of that act; 
	 	 	 	 	
	 	 	 	 ̈	Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; 
	 	 	 	 	
	 	 	 	 ̈	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees; 
	 	 	 	 	
	 	 	 	 ̈	Any employee benefit plan within the meaning of title I of the Employee Retirement Income Security Act of 1974; 
	 	 	 	 	
	 	 	 	 ̈	Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in the preceding two bullet points, except trust funds that include as participants individual retirement accounts or H.R. 10 plans. 
	 	 	 	 	
	 	 	 	 ̈	Any business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; 
	 	 	 	 	
	 	 	 	 ̈	Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Securities Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and 
	 	 	 	 	 
	 	 	 	 ̈	Any investment adviser registered under the Investment Advisers Act. 
	 	 	 	 	 



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	 	 	 ̈	Any dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided, that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer; 
	 	 	 	 	 
	 	 	 ̈	Any dealer registered pursuant to Section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a qualified institutional buyer; 
	 	 	 	 	 
	 	 	 ̈	Any investment company registered under the Investment Company Act, acting for its own account or for the accounts of other qualified institutional buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. Family of investment companies means any two or more investment companies registered under the Investment Company Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that, for purposes of this section: 
	 	 	 	 	 
	 	 	 	 ̈	Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act [17 CFR 270.18f-2]) shall be deemed to be a separate investment company; and 
	 	 	 	 	
	 	 	 	 ̈	Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company’s adviser (or depositor) is a majority-owned subsidiary of the other investment company’s adviser (or depositor); 
	 	 	 	 	 
	 	 	 ̈	Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; and 
	 	 	 		
	 	 	 ̈	Any bank as defined in Section 3(a)(2) of the Securities Act, any savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Securities Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 16 months preceding the date of sale under the Rule in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution. 



                Purchaser, either alone or through Purchaser’s purchaser representative (as that term is defined
  under Rule 501(h) of Regulation D (“Purchaser’s Representative”), if any, understands
  that this Agreement may not comply with the information requirements of Regulation D for offers and
  sales to non-accredited investors (see Regulation D, Rule 502(b)), and, consequently, Purchaser understands
  the significance of its representation to the Company that it is either an accredited investor or
  a qualified institutional buyer. 

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                5.2.            Authorization. The Transaction Documents shall constitute the valid and legally binding obligations
of Purchaser, 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. Purchaser has full power
and authority to enter into the Transaction Documents. To the extent that Purchaser is a trust, the
undersigned trustee of Purchaser is the duly authorized trustee and Purchaser has all necessary powers
and authority to enter into the Transaction Documents under the laws of the state of its domicile
and under the terms of the trust agreement, as amended, under which it was created. To the extent
that Purchaser is a corporation, limited-liability company or partnership, the undersigned officer,
manager or general partner of Purchaser is the duly authorized officer, manager or general partner
and Purchaser has all necessary powers and authority to enter into the Transaction Documents under
the laws of the state of its organization, the terms of the appropriate agreement, as amended, under
which it was created, and the terms of the appropriate agreement, as amended, under which it is governed.
If Purchaser is an entity, Purchaser shall execute and deliver the appropriate certification provided herewith as, Exhibit D, Exhibit E, Exhibit F or Exhibit G. 

                5.3.            Due Diligence. Purchaser has received and reviewed the Transaction Documents, has had an opportunity
to ask questions of and receive answers from duly designated representatives of the Company concerning
the terms and conditions of the Transaction Documents and has been afforded an opportunity to examine
such documents and other information which Purchaser has requested for the purpose of answering any
question Purchaser may have concerning the business and affairs of the Company. In making this investment
decision to purchase the Notes, Purchaser is not relying on any oral or written representations or
assurances from the Company or its agents other than as set forth in the Transaction Documents.

                5.4.            Independent Advice. Purchaser represents and warrants that Purchaser has had the opportunity to review
this Agreement and the Documents and the transactions contemplated by the Transaction Documents with
Purchaser’s own business, tax and/or legal advisors. Purchaser is relying solely on such business,
tax and/or legal advisors, if any, and not on any oral or written statements or representations of
the Company of any of its agents for advice with respect to this investment or the transactions contemplated
by the Transaction Documents.

                5.5.            Risk of Loss. Purchaser: (1) is able to bear the loss of its entire investment without any material
adverse effect on its economic stability; (2) has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the investment to be made
by Purchaser pursuant to the Transaction Documents; and (3) understands that an investment in the
Company involves substantial risks, including, without limitation, the risk factors described in
the Documents. 

                5.6.            Investment Intent. The Unit(s) is (are) being purchased for investment purposes only for such Purchaser’s
own account and not with the view to, or for resale in connection with, any distribution or public
offering thereof. Purchaser understands that the Units have not been registered under the Securities
Act or any state securities laws by reason of their contemplated issuance in transactions exempt
from the registration requirements of the Securities Act and applicable state securities laws, and
that the reliance of the Company and others upon these exemptions is predicated in part upon the
representations by Purchaser.

                5.7.            No Solicitation. Purchaser was not solicited to purchase the Notes by any means of general solicitation,
including but not limited to the following: (i) any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media, or broadcast over television or radio; or
(ii) any meeting where attendees were invited by any general solicitation or general advertising. 

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                5.8.            Restricted Securities. Purchaser is aware that the shares of Common Stock issuable upon conversion
of the Notes are and will be, when issued, “restricted securities”, as that term is defined
in Rule 144 of the rules and regulations promulgated under the Securities Act. Purchaser is fully
aware of the applicable limitations on the resale of the resulting shares. Rule 144 only permits
sales of “restricted securities” held for not less than one year upon compliance with the
requirements of such Rule. If Rule 144 is available to Purchaser, Purchaser may make only routine
sales of the resulting shares in limited amounts in accordance with the terms and conditions of Rule
144. Purchaser is fully aware that in any event, there is not likely to be any market for the resulting
shares and that finding a purchaser for the resulting shares could be extremely difficult. In light
of the foregoing, Purchaser understands that any and all certificates representing the resulting
shares of Common Stock through the conversion of the Notes shall bear a legend substantially as follows,
which legend Purchaser has read and understands: 

	 	The Shares represented by this Certificate have not been registered under the Securities Act of 1933
(the “Act”) or the securities laws of any state and are “restricted securities”
as that term is defined in Rule 144 under the Securities Act. Such Shares may not be offered for
sale, sold or otherwise transferred except pursuant to an effective registration statement under
the Securities Act and the applicable state securities laws or pursuant to an exemption from registration
thereunder, the availability of which is to be established to the satisfaction of counsel to the issuer.


                5.9.            Need for Additional Financing. Purchaser acknowledges and understands that the Company will need to
raise additional financing, either through private or public offerings of the Company’s equity
securities; provided, further, the Company may issue convertible debt securities to sources outside
of this Private Placement or otherwise incur indebtedness through loans, lines of credit and other
forms of indebtedness (the “Additional Indebtedness”). The issuance of additional equity
securities or Additional Indebtedness may require the grant of certain rights, preferences or
privileges superior to those of Purchaser; provided, however, the issuance of any Additional Indebtedness
senior to or pari passu with the Notes shall require the consent of the Purchasers holding a majority of the then outstanding
principal of all of the Notes then issued and outstanding. In the event the Company is required to
raise additional funds, Purchaser acknowledges and understands that there is no assurance that the
Company will be able to obtain the additional funds necessary on terms favorable to the Company,
or at all.

                5.10.          Past Performance Information. Purchaser acknowledges and understands that any statements of the past
performance of the Company’s management are not to be viewed or interpreted as an indication,
either anticipated or definitive, of the Company’s future performance. In making such acknowledgement,
Purchaser understands that: (1) the circumstances regarding the past performance of the
Company’s management are inherently different from the circumstances regarding the Company’s
proposed business operations; (2) the economic conditions at or around the time of the past
performance of the Company’s management are inherently different from the economic conditions
in which the Company will operate; and (3) the actual results of the Company’s performance
or an investment in a Project cannot be estimated with any certainty at this time.

                5.11.          Independent Investment. No Purchaser has agreed to act with any other Purchaser for the purpose of acquiring, holding, voting
or disposing of the Units purchased hereunder for purposes of Section 13(d) under the Exchange Act,
and each Purchaser is acting independently with respect to its investment in the Units.

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6.             REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

                The Company represents and warrants to each Purchaser as follows:

                6.1.            Organization and Qualification.  The Company and each of its subsidiaries is a corporation duly organized and existing in good standing
under the laws of the jurisdiction in which it is incorporated, and has the requisite corporate power
to own its properties and to carry on its business as now being conducted. The Company and each of
its subsidiaries is duly qualified as a foreign corporation to do business and is in good standing
in every jurisdiction in which the nature of the business conducted by it makes such qualification
necessary and where the failure so to qualify would have a Material Adverse Effect. “Material
Adverse Effect” means any material adverse effect on (i) the Notes, (ii) the ability of the
Company to perform its obligations hereunder or under the Transaction Documents, (iii) the business,
operations, properties, prospects or financial condition of the Company and its subsidiaries, taken
as a whole. 

                6.2.            Authorization; Enforcement.  (i) The Company has the requisite corporate power and authority to enter into and perform its obligations
under the Transaction Documents to issue and sell the Notes in accordance with the terms hereof,
and to issue the Conversion Shares upon conversion of or otherwise pursuant to the Notes in accordance
with the terms of the Notes, (ii) the execution, delivery and performance of the Transaction Documents
by the Company and the consummation by it of the transactions contemplated hereby and thereby (including,
without limitation, the issuance of the Notes and the issuance of the Conversion Shares) have been
duly authorized by the Company’s Board of Directors and no further consent or authorization
of the Company, its Board of Directors, any or committee of the Board of Directors is required, and
(iii)the Transaction Documents, upon execution and delivery, will constitute, valid and binding obligations
of the Company enforceable against the Company in accordance with their terms. 

                6.3.            Stockholder Authorization.  Neither the execution, delivery or performance by the Company of the Transaction Documents, nor the
consummation by it of the transactions contemplated hereby or thereby requires any consent or authorization
of the Company’s stockholders, including but not limited to consent under Section 705 of the
Amex Company Guide or any similar rule; provided, however, the Company will be required to amend
its Articles of Incorporation (as defined herein) to increase the number of authorized shares in
an amount sufficient to account for the Conversion Shares.

                6.4.            Capitalization.  The capitalization of the Company as of the date hereof, including the authorized capital stock,
the number of shares issued and outstanding, the number of shares issuable and reserved for issuance
pursuant to the Company’s stock option plans, the number of shares issuable and reserved for
issuance pursuant to securities (other than the Notes) exercisable or exchangeable for, or convertible
into, any shares of capital stock is set forth on Schedule 6.4. All of such outstanding shares of capital stock have been, or upon issuance in accordance with the
terms of any such warrants, options, preferred stock or other securities will be, validly issued,
fully paid and non-assessable. No shares of capital stock of the Company (including the Conversion
Shares) are subject to preemptive rights or any other similar rights of the stockholders of the Company
or any liens or encumbrances. Except for the Notes and as set forth on Schedule 6.4, as of the date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights
convertible into or exercisable or exchangeable for, any shares of capital stock of the Company or
any of its subsidiaries, or arrangements by which the Company or any of its subsidiaries is or may
become bound to issue additional shares of capital stock of the Company or any of its subsidiaries,
nor are any such issuances or arrangements contemplated, and (ii) there are no agreements or arrangements
under which the Company or any of its subsidiaries is obligated to register the sale of any of its
or their securities under the Securities Act (except the Notes). Schedule 6.4 sets forth all of the Company issued securities or instruments containing antidilution or similar
provisions that will be triggered by, and all of the resulting adjustments that will be made to such
securities and instruments as a result of, the issuance of the Notes in accordance with the terms
of this Agreement. The Company has furnished to the Purchasers true and correct copies of the Company’s
Articles of Incorporation as in effect on the date hereof (“Articles of Incorporation”),
the Company’s By-laws as in effect on the date hereof (the “By-laws”), and all other
instruments and agreements governing securities convertible into or exercisable or exchangeable for
capital stock of the Company. 

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                6.5.            Issuance of Securities.  The Notes, upon issuance in accordance with the terms of this Agreement, will be validly issued and
free from all taxes, liens, claims and encumbrances and will not be subject to preemptive rights,
rights of first refusal or other similar rights of stockholders of the Company and will not impose
personal liability on the holders thereof. The Conversion Shares are duly authorized and, as applicable,
reserved for issuance, and, upon issuance pursuant to the conversion of the Notes in accordance with
the terms thereof, will be validly issued, fully paid and non-assessable, and free from all taxes,
liens, claims and encumbrances and will not be subject to preemptive rights, rights of first refusal
or other similar rights of stockholders of the Company and will not impose personal liability upon
the holder thereof. Upon the amendment and restatement of the Company’s Articles of Incorporation,
the Company will upon reserve for issuance pursuant to the Notes an aggregate of Six Hundred Six
Thousand and Sixty-One (606,061) shares of Common Stock, representing the maximum number of shares
of Common Stock initially issuable upon the conversion in full of the Notes and the February Notes
(the “Reserved Amount”).

                6.6.            No Conflicts.  Unless otherwise noted in this Agreement, the execution, delivery and performance of the Transaction
Documents by the Company, and the consummation by the Company of the transactions contemplated hereby
and thereby will not (i) result in a violation of the Articles of Incorporation or By-laws or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of time or both would
become a default) under, or give to others any rights of termination, amendment (including, without
limitation, the triggering of any anti-dilution provisions), acceleration or cancellation of, any
agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or
result in a violation of any law, rule, regulation, order, judgment or decree (including United States
federal and state securities laws and regulations and rules or regulations of any self-regulatory
organizations to which either the Company or its securities are subject) applicable to the Company
or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries
is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations that would not, individually or in the aggregate, have a Material Adverse
Effect). Neither the Company nor any of its subsidiaries is in violation of its Articles of Incorporation,
By-laws or other organizational documents and neither the Company nor any of its subsidiaries is
in default (and no event has occurred which, with notice or lapse of time or both, would put the
Company or any of its subsidiaries in default) under, nor has there occurred any event giving others
(with notice or lapse of time or both) any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party,
except for actual or possible violations, defaults or rights that would not, individually or in the
aggregate, have a Material Adverse Effect. The businesses of the Company and its subsidiaries are
not being conducted, and shall not be conducted so long as a Purchaser owns any of the Notes, in
violation of any law, ordinance or regulation of any governmental entity, except for possible violations
the sanctions for which either singly or in the aggregate would not have a Material Adverse Effect.
Except as specifically contemplated by this Agreement and the Notes, the Company is not required
to obtain any consent, approval, authorization or order of, or make any filing or registration with,
any court or governmental agency or any regulatory or self regulatory agency in order for it to execute,
deliver or perform any of its obligations under the Transaction Documents, in each case in accordance
with the terms hereof or thereof. The Company is not in violation of the listing requirements of
the American Stock Exchange (“Market/Exchange”) and does not reasonably anticipate that
the Common Stock will be delisted by the Market/Exchange for the foreseeable future.

– 10 –






                6.7.            SEC Documents, Financial Statements.  Since December 31, 2003, the Company has timely filed (within applicable extension periods) all reports,
schedules, forms, statements and other documents required to be filed by it with the SEC pursuant
to the reporting requirements of the Exchange Act all of which are listed in Section 3 hereof (all
of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements
and schedules thereto and documents incorporated by reference therein, being hereinafter referred
to herein as the “SEC Documents”). The Company has delivered to each Purchaser true and
complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in
all material respects with the requirements of the Exchange Act or the Securities Act, as the case
may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made,
not misleading. None of the statements made in any such SEC Documents is, or has been, required to
be amended or updated under applicable law (except for such statements as have been amended or updated
in subsequent filings made prior to the date hereof). As of their respective dates, the financial
statements of the Company included in the SEC Documents complied as to form in all material respects
with applicable accounting requirements and the published rules and regulations of the SEC applicable
with respect thereto. Such financial statements have been prepared in accordance with U.S. generally
accepted accounting principles (“GAAP”), consistently applied, during the periods involved
(except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii)
in the case of unaudited interim statements, to the extent they may not include footnotes or may
be condensed or summary statements) and fairly present in all material respects the consolidated
financial position of the Company and its consolidated subsidiaries as of the dates thereof and the
consolidated results of their operations and cash flows for the periods then ended (subject, in the
case of unaudited statements, to immaterial year-end audit adjustments). Except as set forth in the
financial statements of the Company included in the SEC Documents filed prior to the date hereof,
the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the
ordinary course of business subsequent to the date of such financial statements and (ii) obligations
under contracts and commitments incurred in the ordinary course of business and not required under
GAAP to be reflected in such financial statements, which liabilities and obligations referred to
in clauses (i) and (ii), individually or in the aggregate, are not material to the financial condition or operating results of the Company. 

                6.8.            Absence of Certain Changes.  Since December 31, 2003, there has been no material adverse change and no material adverse development
in the business, properties, operations, prospects, financial condition or results of operations
of the Company and its subsidiaries, taken as a whole, except as disclosed in the SEC Documents filed
prior to the date hereof.

                6.9.            Absence of Litigation.  Except as disclosed in the SEC Documents filed prior to the date hereof, there is no action, suit,
proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body, including, without limitation, the SEC or the Market/Exchange, pending or,
to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company,
any of its subsidiaries, or any of their respective directors or officers in their capacities as
such. There are no facts which, if known by a potential claimant or governmental authority, could
give rise to a claim or proceeding which, if asserted or conducted with results unfavorable to the
Company or any of its subsidiaries, could reasonably be expected to have a Material Adverse Effect.

– 11 –






                6.10.          Intellectual Property.  Each of the Company and its subsidiaries owns or is licensed to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, copyrights, copyright applications,
licenses, permits, inventions, discoveries, processes, scientific, technical, engineering and marketing
data, object and source codes, know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other similar rights and proprietary
knowledge (collectively, “Intangibles”) necessary for the conduct of its business as now
being conducted. To the best knowledge of the Company, neither the Company nor any subsidiary of
the Company infringes or is in conflict with any right of any other person with respect to any Intangibles.
Except as disclosed in the SEC Documents filed prior to the date hereof, neither the Company nor
any of its subsidiaries has received written notice of any pending conflict with or infringement
upon such third party Intangibles. The termination of the Company’s ownership of, or right to
use, any single Intangible would not result in a Material Adverse Effect on the Company. Neither
the Company nor any of its subsidiaries has entered into any consent agreement, indemnification agreement,
forbearance to sue or settlement agreement with respect to the validity of the Company’s or
its subsidiaries’ ownership or right to use its Intangibles and, to the best knowledge of the
Company, there is no reasonable basis for any such claim to be successful. The Intangibles are valid
and enforceable and no registration relating thereto has lapsed, expired or been abandoned or canceled
or is the subject of cancellation or other adversarial proceedings, and all applications therefor
are pending and in good standing. The Company and its subsidiaries have complied, in all material
respects, with their respective contractual obligations relating to the protection of the Intangibles
used pursuant to licenses. To the best knowledge of the Company, no person is infringing on or violating
the Intangibles owned or used by the Company or its subsidiaries.

                6.11.          Foreign Corrupt Practices.  Neither the Company, nor any of its subsidiaries, nor any director, officer, agent, employee or other
person acting on behalf of the Company or any subsidiary has, in the course of his actions for, or
on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment
to any foreign or domestic government official or employee from corporate funds; violated or is in
violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977; or made any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic
government official or employee.

                6.12.          Disclosure.  All information relating to or concerning the Company set forth in this Agreement or provided to
any Purchaser pursuant to Section 5.3 hereof or otherwise in connection with the transactions contemplated
hereby is true and correct in all material respects and the Company has not omitted to state any
material fact necessary in order to make the statements made herein or therein, in light of the circumstances
under which they were made, not misleading. No event or circumstance has occurred or exists with
respect to the Company or its subsidiaries or their respective businesses, properties, prospects,
operations or financial conditions, which has not been publicly disclosed but, under applicable law,
rule or regulation, would be required to be disclosed by the Company in a registration statement
filed on the date hereof by the Company under the Securities Act with respect to the primary issuance
of the Company’s securities.

                6.13.          Acknowledgment Regarding Purchasers’ Purchase of the Notes.  The Company acknowledges and agrees that none of the Purchasers is acting as a financial advisor
or fiduciary of the Company (or in any similar capacity) with respect to this Agreement or the transactions
contemplated hereby, the relationship between the Company and the Purchasers is “arms-length”
and any statement made by any Purchaser or any of its representatives or agents in connection with
this Agreement and the transactions contemplated hereby is merely incidental to such Purchaser’s
purchase of the Notes and has not been relied upon by the Company, its officers or directors in any
way. The Company further acknowledges that the Company’s decision to enter into this Agreement
has been based solely on an independent evaluation by the Company and its representatives.

                6.14.          Listing.  No later than five (5) days after the release of funds pursuant to Section 4.2.a of this Agreement,
the Company will submit the appropriate application and supporting documents to list the Conversion
Shares upon each national securities exchange or automated quotation system upon which shares of
Common Stock are currently listed (subject to official notice of issuance).

– 12 –






                6.15.          Form S-3 Eligibility.  The Company is currently eligible to register the resale of its Common Stock on a registration statement
on Form S-3 under the Securities Act. There exist no facts or circumstances that would prohibit or
delay the preparation and filing of a registration statement on Form S-3 with respect to the Conversion
Shares. The Company has no basis to believe that its past or present independent public auditors
will withhold their consent to the inclusion, or incorporation by reference, of their audit opinion
concerning the Company’s financial statements which are included in the registration statement
required to be filed pursuant to the Notes.

                6.16.          No General Solicitation.  Neither the Company nor any distributor participating on the Company’s behalf in the transactions
contemplated hereby (if any) nor any person acting for the Company, or any such distributor, has
conducted any “general solicitation,” as such term is defined in Regulation D, with respect
to any of the Notes being offered hereby.

                6.17.          No Integrated Offering.  Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales of any security or solicited any offers to buy any
security under circumstances that would require registration of the Notes or the Conversion Shares
being offered hereby under the Securities Act or cause this offering to be integrated with any prior
offering of securities of the Company for purposes of the Securities Act or any applicable stockholder
approval provisions, including, without limitation, Section 705 of the Amex Company Guide or any
similar rule. The Company does not have any registration statement pending before or currently under
review with the SEC.

                6.18.          No Brokers.  The Company has taken no action which would give rise to any claim by any person for brokerage commissions,
finder’s fees or similar payments by any Purchaser relating to this Agreement or the transactions
contemplated hereby other then with respect to commissions to be paid to the Philadelphia Brokerage
Commission.

                6.19.          Title.  Except for the first priority security interest granted to the February Note Holders, Company and
its subsidiaries have good and marketable title in fee simple to all real property and good and merchantable
title to all personal property owned by them that is material to the business of the Company and
its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such
as do not materially affect the value of such property and do not materially interfere with the use
made and proposed to be made of such property by the Company and its subsidiaries. Any real property
and facilities held under lease by the Company and its subsidiaries are held by them under valid,
subsisting and enforceable leases with such exceptions as are not material and do not materially
interfere with the use made and proposed to be made of such property and buildings by the Company
and its subsidiaries.

                6.20.          Tax Status.  Except as set forth in the SEC Documents, the Company and each of its subsidiaries has made or filed
all foreign, U.S. federal, state and local income and all other tax returns, reports and declarations
required by any jurisdiction to which it is subject (unless and only to the extent that the Company
and each of its subsidiaries has set aside on its books provisions reasonably adequate for the payment
of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and
charges that are material in amount, shown or determined to be due on such returns, reports and declarations,
except those being contested in good faith and has set aside on its books provisions reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the
taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such
claim. The Company has not executed a waiver with respect to any statute of limitations relating
to the assessment or collection of any federal, state or local tax. None of the Company’s tax
returns is presently being audited by any taxing authority.

– 13 –






                6.21.          Key Employees.  Each of the Company’s directors, officers and any Key Employee (as defined below) is currently
serving the Company in the capacity disclosed in the SEC Documents. No Key Employee, to the best
of the knowledge of the Company and its subsidiaries, is, or is now expected to be, in violation
of any material term of any employment contract, confidentiality, disclosure or proprietary information
agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant,
and the continued employment of each Key Employee does not subject the Company or any of its subsidiaries
to any liability with respect to any of the foregoing matters. No Key Employee has, to the best of
the knowledge of the Company and its subsidiaries, any intention to terminate or limit his employment
with, or services to, the Company or any of its subsidiaries, nor is any such Key Employee subject
to any constraints which would cause such employee to be unable to devote his full time and attention
to such employment or services. “Key Employee” means the persons listed on Schedule 6.21 and any individual who assumes or performs any of the duties of a Key Employee.

                6.22.          Insurance.  The Company has in force fire, casualty, product liability and other insurance policies, with extended
coverage, sufficient in amount to allow it to replace any of its material properties or assets which
might be damaged or destroyed or sufficient to cover liabilities to which the Company may reasonably
become subject, and such types and amounts of other insurance with respect to its business and properties,
on both a per occurrence and an aggregate basis, as are customarily carried by persons engaged in
the same or similar business as the Company. No default or event has occurred that could give rise
to a default under any such policy.

                6.23.          Environmental Matters.  There is no environmental litigation or other environmental proceeding pending or threatened by any
governmental regulatory authority or others with respect to the current or any former business of
the Company or any partnership or joint venture currently or at any time affiliated with the Company.
No state of facts exists as to environmental matters or Hazardous Substances (as defined below) that
involves the reasonable likelihood of a material capital expenditure by the Company or that may otherwise
have a Material Adverse Effect. No Hazardous Substances have been treated, stored or disposed of,
or otherwise deposited, in or on the properties owned or leased by the Company or by any partnership
or joint venture currently or at any time affiliated with the Company in violation of any applicable
environmental laws. The environmental compliance programs of the Company comply in all respects with
all environmental laws, whether federal, state or local, currently in effect. As used herein, “Hazardous
Substances” means any substance, waste, contaminant, pollutant or material that has been determined
by any governmental authority to be capable of posing a risk of injury to health, safety, property
or the environment.

                6.24.          Inventory.  All inventory of the Company and its subsidiaries is valued on the Company’s consolidated books
and records at the lower of cost, determined by the “first in, first out” method of accounting,
or the fair market value thereof. Except, to the extent of the Company’s actual and potential
reserves for obsolete or unmerchantable inventory reflected and discussed in the Company’s SEC
Documents, all such inventory, after consideration of reserves consisting of finished goods is of
merchantable quality and is saleable in the ordinary course of business consistent with past practice.

                6.25.          Sarbanes-Oxley Act.  The Company is in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the
“Sarbanes-Oxley Act”), and the rules and regulations promulgated thereunder, that are effective
as of the date hereof, and intends to comply with other applicable provisions of the Sarbanes-Oxley
Act, and the rules and regulations promulgated thereunder, upon the effectiveness of such provisions.

                6.26.          Independent Nature of Purchasers.  The Company acknowledges that the obligations of each Purchaser under this Agreement and related
transaction documents are several and not joint with the obligations of any other Purchaser, and
no Purchaser shall be responsible in any way for the performance of the obligations of any other
Purchaser under this Agreement. The Company acknowledges that nothing contained herein, or in any
other transaction document, and no action taken by any Purchaser pursuant hereto or thereto, shall
be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other
kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as
a group with respect to such obligations or the transactions contemplated by this Agreement.

– 14 –






                6.27.          Indebtedness. Schedule 6.27 hereto sets forth as of a recent date all outstanding secured and unsecured Indebtedness of the Company
or any subsidiary, or for which the Company or any subsidiary has commitments. For purposes of this
Agreement, “Indebtedness” shall mean (a) any liabilities for borrowed money or amounts
owed in excess of $100,000 (other than trade accounts payable incurred in the ordinary course of
business), (b) all guaranties, endorsements and other contingent obligations in respect of Indebtedness
of others, whether or not the same are or should be reflected in the Company’s balance sheet
(or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of business and (c) the present value of
any lease payments in excess of $25,000 due under leases required to be capitalized in accordance
with GAAP. Neither the Company nor any subsidiary is in default with respect to any Indebtedness.

7.            COVENANTS.

                7.1.            Best Efforts.  The parties shall use their best efforts timely to satisfy each of the conditions described in Section
9 and Section 10 of this Agreement.

                7.2.            Form D: Blue Sky Laws.  The Company shall file with the SEC a Form D with respect to the Notes as required under Regulation
D and provide a copy thereof to each Purchaser promptly after such filing. The Company shall, on
or before the Closing Date, take such action as the Company shall reasonably determine is necessary
to qualify the Notes for sale to each Purchaser pursuant to this Agreement under applicable securities
or “blue sky” laws of the states of the United States or obtain exemption therefrom. Within
two (2) trading days after the Closing Date, the Company shall file a Form 8-K concerning this Agreement
and the transactions contemplated hereby, which Form 8-K shall attach this Agreement and its Exhibits
as exhibits to such Form 8-K. The Company shall prepare a press release describing the material terms
of the transactions contemplated hereby, provide a copy of said press release to all Purchasers for
their review and shall issue said press release no later than 9:00 am Eastern Time on the first trading
day following the Closing Date.

                7.3.            Reporting Status.  So long as any Purchaser beneficially owns any of the Notes, the Company shall timely file (within
applicable extension periods) all reports required to be filed with the SEC pursuant to the Exchange
Act, and the Company shall not terminate its status as an issuer required to file reports under the
Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination.
In addition, the Company shall take all actions necessary to meet the “registrant eligibility”
requirements set forth in the general instructions to Form S-3 or any successor form thereto, to
continue to be eligible to register the resale of its Common Stock on a registration statement on
Form S-3 under the Securities Act.

                7.4.            Use of Proceeds.  The Company shall use the proceeds from the sale of the Notes as set forth in Section 4.1.

                7.5.            Financial Information.  The Company shall send the following reports to each Purchaser until such Purchaser transfers, assigns
or sells all of its Notes: (i) within ten (10) days after the filing with the SEC, a copy of its
Annual Report on Form 10-KSB, its Quarterly Reports on Form 10-QSB, its proxy statements and any
Current Reports on Form 8-K; and (ii) within one (1) day after release, copies of all press releases
issued by the Company or any of its subsidiaries. 

– 15 –






                7.6.            Listing.  The Company shall maintain, so long as any Purchaser (or any of their affiliates) owns any Notes
or Conversion Shares, the listing of all Conversion Shares from time to time issuable upon conversion
of or otherwise pursuant to the Notes on each national securities exchange or automated quotation
system on which shares of Common Stock are currently listed. The Company will use its best efforts
to continue the listing and trading of its Common Stock on the Market/Exchange and will comply in
all respects with the reporting, filing and other obligations under the bylaws or rules of the NASD
and such exchanges, as applicable. The Company shall promptly provide to each holder of Notes or
Conversion Shares, copies of any notices it receives regarding the continued eligibility of the Common
Stock for trading on the Market/Exchange or, if applicable, any securities exchange or automated
quotation system on which securities of the same class or series issued by the Company are then listed
or quoted, if any.

                7.7.            Corporate Existence.  So long as a Purchaser beneficially owns any Notes, the Company shall maintain its corporate existence,
and in the event of a merger, consolidation or sale of all or substantially all of the Company’s
assets, the Company shall ensure that the surviving or successor entity in such transaction (i) assumes
the Company’s obligations hereunder and under the Notes, the Security Agreement, and the agreements
and instruments entered into in connection herewith regardless of whether or not the Company would
have had a sufficient number of shares of Common Stock authorized and available for issuance in order
to effect the conversion of all Notes outstanding as of the date of such transaction and (ii) is
a publicly traded corporation whose common stock is listed for trading on the Nasdaq National Market,
New York Stock Exchange or American Stock Exchange. Notwithstanding the foregoing, the Company covenants
and agrees that it will not engage in any merger, consolidation or sale of all or substantially all
of its assets at any time prior to the effectiveness of the Registration Statement required to be
filed pursuant to the Note without (A) providing each Purchaser with written notice of such transaction
at least 60 days prior to the consummation of such transaction and (B) obtaining the written consent
of the Purchasers holding a majority-in-interest of the then outstanding Notes on or before the 10th
day after the delivery of such notice by the Company. 

                7.8.            No Integrated Offerings.  The Company shall not make any offers or sales of any security (other than the Notes) under circumstances
that would require registration of the Notes being offered or sold hereunder under the Securities
Act or cause this offering to be integrated with any other offering of securities by the Company
for purposes of any stockholder approval provision applicable to the Company or its securities.

                7.9.            Legal Compliance.  The Company shall conduct its business and the business of its subsidiaries in compliance with all
laws, ordinances or regulations of governmental entities applicable to such businesses, except where
the failure to do so would not have a Material Adverse Effect.

                7.10.          Redemptions and Dividends.  So long as any Purchaser beneficially owns any Notes, the Company shall not, without first obtaining
the written approval of such Purchaser, repurchase, redeem, or declare or pay any cash dividend or
distribution on, any shares of capital stock of the Company.

                7.11.          Disclosure of Material Information.  The Company covenants and agrees that neither it nor any other person acting on its behalf has provided
or will provide any Purchaser or its agents or counsel with any information that constitutes material
non-public information, unless prior thereto such Purchaser shall have executed a written agreement
regarding the confidentiality and use of such information. The Company understands and confirms that
each Purchaser shall be relying on the foregoing representations in effecting transactions in securities
of the Company 

– 16 –






8.             TRANSFER AGENT INSTRUCTIONS.

                8.1.            The Company shall instruct its transfer agent to issue certificates, registered in the name of each
Purchaser or its nominee, for the Conversion Shares in such amounts as specified from time to time
by such Purchaser to the Company upon conversion of or otherwise pursuant to the Notes. To the extent
and during the periods provided in Section 5.8 of this Agreement, all such certificates shall bear
the restrictive legend specified in Section 5.8 of this Agreement.

                8.2.            The Company warrants that no instruction other than such instructions referred to in this Section
8, and stop transfer instructions to give effect to Section 5.8 hereof in the case of the transfer
of the Conversion Shares or prior to registration of the Conversion Shares and under the Securities
Act or without an exemption therefrom, will be given by the Company to its transfer agent and that
the Notes and Conversion Shares shall otherwise be freely transferable on the books and records of
the Company as and to the extent provided in this Agreement and the Notes. Nothing in this Section
shall affect in any way each Purchaser’s obligations and agreement set forth in Section 5.8
hereof to resell the Notes and Conversion Shares pursuant to an effective registration statement
or under an exemption from the registration requirements of applicable securities law. 

                8.3.            If any Purchaser provides the Company and the transfer agent with an opinion of counsel, which opinion
of counsel shall be in form, substance and scope customary for opinions of counsel in comparable
transactions, to the effect that the Notes or Conversion Shares to be sold or transferred may be
sold or transferred pursuant to an exemption from registration, or any Purchaser provides the Company
with reasonable assurances that such Notes or Conversion Shares may be sold under Rule 144, the Company
shall permit the transfer and, in the case of the Conversion Shares, promptly instruct its transfer
agent to issue one or more certificates in such name and in such denominations as specified by such
Purchaser.

                8.4.            Notwithstanding anything contained in this Section 8 to the contrary, the Conversion Shares shall
be free of restrictive legends and trading restrictions so long as (a) a registration statement providing
for the resale of the Conversion Shares is effective and (b) the Purchaser has complied with the
applicable prospectus delivery requirements in connection with such resales. If requested by a Purchaser,
the Company shall use its best efforts to issue and deliver the Conversion Shares to the Depository
Trust Company account on the Purchaser’s behalf via the Deposit Withdrawal Agent Commission
System for the number of Conversion Shares for which such Purchaser is entitled.

9.             CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.

                The obligation of the Company hereunder to issue and sell the Notes to each Purchaser hereunder is
subject to the satisfaction, at or before the Closing, of each of the following conditions thereto,
provided that these conditions are for the Company’s sole benefit and may be waived by the Company
at any time in its sole discretion.

                9.1.            Each Purchaser shall have executed such Purchaser’s execution page to this Agreement and the
Intercreditor Agreement and delivered the same to the Company.

                9.2.            Each February Note Holder shall have executed such February Note Holder’s execution page to the

Intercreditor Agreement and delivered the same to the Company.

                9.3.            Each Purchaser shall have delivered such Purchaser’s pro rata amount of the purchase price for
the Notes.

– 17 –






                9.4.            The representations and warranties of each Purchaser shall be true and correct as of the date when
made and as of the Closing Date as though made at that time (except for representations and warranties
that speak as of a specific date, which representations and warranties shall be true and correct
as of such date), and such Purchaser shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by such Purchaser at or prior to the Closing Date.

                9.5.            No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction
or any self-regulatory organization having authority over the matters contemplated hereby which prohibits
the consummation of any of the transactions contemplated by this Agreement.

10.          CONDITIONS TO EACH PURCHASER’S OBLIGATION TO PURCHASE.

                The obligation of each Purchaser hereunder to purchase the Notes to be purchased by it at the Closing
is subject to the satisfaction, at or before the Closing Date, of each of the following conditions,
provided that such conditions are for such Purchaser’s sole benefit and may be waived by such
Purchaser at any time in such Purchaser’s sole discretion:

                10.1.          The Company and the Collateral Agent shall have executed the Transaction Documents, and delivered
executed original copies of the same to such Purchaser.

                10.2.          The Company shall have delivered to such Purchaser duly executed Notes (each in such denominations
as such Purchaser shall request) representing the Notes being so purchased by such Purchaser.

                10.3.          Each February Note Holder shall have executed such February Note Holder’s execution page to the

Intercreditor Agreement and delivered the same to the Company.

                10.4.          The Common Stock shall be authorized for quotation on the Market/Exchange and trading in the Common
Stock (or the Market/Exchange generally) shall not have been suspended by the SEC or the Market/Exchange.

                10.5.          The representations and warranties of the Company shall be true and correct as of the date when made
and as of the Closing Date as though made at that time (except for representations and warranties
that speak as of a specific date, which representations and warranties shall be true and correct
as of such date) and the Company shall have performed, satisfied and complied in all material respects
with the covenants, agreements and conditions required by this Agreement to be performed, satisfied
or complied with by the Company at or prior to the Closing Date. On or prior to the Closing Date,
each Purchaser shall have received a certificate, executed by the Chief Executive Officer of the
Company after reasonable investigation, dated as of the Closing Date to the foregoing effect and
as to such other matters as may reasonably be requested by such Purchaser.

                10.6.          No statute, rule, regulation, executive order, decree, ruling, injunction, action or proceeding shall
have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent
jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby
which questions the validity of, challenges or prohibits the consummation of, any of the transactions
contemplated by this Agreement.

                10.7.          There shall have been no Material Adverse Effect and no information, of which the Purchaser is not
currently aware, shall come to the attention of the Purchaser that is materially adverse to the Company.

– 18 –






                10.8.          On or prior to the Closing Date, each Purchaser shall have received a copy of resolutions, duly adopted
by the Board of Directors of the Company, which shall be in full force and effect at the time of
the Closing, authorizing the execution, delivery and performance by the Company of this Agreement,
the Notes and the Security Agreement and the consummation by the Company of the transactions contemplated
hereby and thereby, certified as such by the Secretary or Assistant Secretary of the Company.

                10.9.          No later than five (5) days after the Closing Date, the Company shall provide to the Purchasers evidence
that the Company’s fire, casualty, product liability and other insurance policies and shall
amend such policies to add the Collateral Agent as an additional insured to the extent that the proceeds
of such policies are necessary to satisfy any and all obligations of the Company under the Transaction
Documents.

11.          INDEMNIFICATION 

                11.1.          By Purchaser.  Purchaser agrees that it shall indemnify and hold harmless the Company and its 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 Purchaser herein, any breach of any of Purchaser’s warranties, or any failure
on Purchaser’s part to fulfill any of Purchaser’s covenants, agreements or obligations
set forth herein.

                11.2.          By the Company.  The Company agrees that it shall indemnify and hold harmless the Purchaser and its 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 Company herein, any breach of any of the Company’s warranties, or any failure
on the Company’s part to fulfill any of its covenants, agreements or obligations set forth herein.

12.          AUTHORIZATION

                Due to the regulated nature of gaming and gaming-related activities and due to the requests for information
that may be received from regulatory agencies, Purchaser hereby authorizes the Company and its officers,
employees and agents to investigate Purchaser’s personal and business background including,
without limitation, communication with any employer, former employer, business associate, government
agency, bank or other credit reference. Purchaser hereby authorizes any person, organization or entity
that may have any knowledge or information concerning Purchaser’s personal or business background
to provide such information to the Company as the Company may request.

13.          NO BROKERS OR FINDERS

                Other than Philadelphia Brokerage Corporation, no person, firm or corporation has or will have, as
a result of any act or omission by such Purchaser, any right, interest or valid claim against Purchaser
or the Company for any commission, fee or other compensation as a finder or broker, or in any similar
capacity, in connection with the transactions contemplated by this Agreement.

14.          MISCELLANEOUS

                14.1.          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.

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                14.2.          Entire Agreement. The Transaction Documents contain the entire agreement between the Company and Purchaser
with regard to the subject matter hereof and may not be modified or waived except in a writing signed
by both the Company and Purchaser. 

                14.3.          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. 

                14.4.          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. 

                14.5.          No Assignment.  Purchaser may not assign any of Purchaser’s rights or interests in and under this
Agreement without the prior written consent of the Company, and any attempted assignment without
such consent shall be null and void and without any force or effect whatsoever. 

                14.6.          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. 

                14.7.          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. Any notice to Purchaser shall be sent to his facsimile number and address set forth
on the signature page hereto, or at such other facsimile number or address as a party may designate
by ten (10) days’ advance written notice to the other party. Any notice to the Company shall
be sent to VendingData Corporation, Attn: Chief Executive Officer and Chief Financial Officer,
6830 Spencer Street, Las Vegas, Nevada 89119, 702-733-7197 (facsimile), with a copy to Kummer
Kaempfer Bonner & Renshaw, Attn: Michael J. Bonner, 3800 Howard Hughes Parkway, Seventh Floor,
Las Vegas, Nevada 89109, 702-796-7181 (facsimile).

                14.8.          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.

                14.9.          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.

– 20 –






                14.10.        Waiver.  No delay or omission by the Purchaser 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 the Purchaser, 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 or in the Notes, any waiver
or amendment of any provisions of this Agreement shall be in writing, executed and delivered by the
Company and by the Purchaser or Purchasers 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 has executed this Agreement as of the _______ day of ________________
2005.

	NUMBER OF 

      UNITS 				PRICE PER 

      UNIT 			INVESTMENT

      AMOUNT 			 	CASH	
	_________Units	 	x	 	$50,000	 	= 	$_____________	 	=	 	 $____________	 
	 	 	 	 	(NOTE: MINIMUM INVESTMENT OF ONE (1) UNIT)
	 	 	 	 	 
	Name and Address of Purchaser: 
	 


	 	 	 	 	 
	 	 	Tax ID Number / 

      Social Security 

      Number 	 	________________
	___________________________________________________	 	 	 	 
	 (Signature) 	 	 	 	 
	___________________________________________________ 	 	 	 	 
	 (Insert Name and Title) 	 	 	 	 
	 	 	 	 	 
	___________________________________________________	 	 Telephone (Home) 	 	      (          )     -             
	 (Street Address) 	 	 	 	 
	___________________________________________________	 	 Telephone (Office) 	 	      (          )     -             
	 (Street Address) 	 	 	 	 
	________________________ ,	  	____________ 	 	_____________ 	 	 Facsimile 	 	      (          )     -             
	 (City) 	 	 (State) 	 	 (Zip
    Code)	 	  	 	 
	 	 	 	 	 	 	 	 	 


	 	 
	NAME OF JOINT PURCHASER/ASSITIONAL SIGNATORY(IF APPLICACLE): 
	_____________________________________________ 	 	 Tax ID Number / Social

    Security Number 	____________________ 
	 (Signature) 	 	 	 
	_____________________________________________ 	 	 	 
	 (Insert Name) 	 	 	 
	 	 	 	 


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ACCEPTANCE OF SUBSCRIPTION AGREEMENT

                On the __________ day of __________________, 2005, VendingData Corporation, a Nevada corporation, hereby
accepts the offer of the above purchaser to purchase the number of Units, in the dollar amount, as
stated on the cover page and this signature page.

	VENDINGDATA CORPORATION
	 
	 
	 By: 	_________________________________________ 
	 	 _______________________ 
	 Its: 	 _______________________ 
	 	 







EXHIBIT A

FORM OF INTERCREDITOR AGREEMENT

 






EXHIBIT B

FORM OF PROMISSORY NOTE








EXHIBIT C

FORM OF AMENDED AND RESTATED SECURITY AGREEMENT

 






EXHIBIT D

CERTIFICATE OF PARTNERSHIP INVESTOR

CERTIFICATE OF _____________________________________________ (the “Investor Partnership”)

(Name
of Partnership)

The undersigned, constituting all of the partners of the Investor Partnership who must consent to the
proposed investment by the Investor Partnership hereby certify as follows:

		1.	That, as partners of the Investor Partnership, we have authority to determine and have determined:
(a) that the investment in, and the purchase of, Units (as defined in the Subscription Agreement)
from VendingData Corporation is of benefit to the Investor Partnership; and (b) to make such investment
on behalf of the Investor Partnership.
			 
		2.	That ____________ is authorized to execute, on behalf of the Investor Partnership, any and all documents
in connection with the Investor Partnership’s investment in Units from VendingData Corporation.


IN WITNESS WHEREOF, we have executed this certificate as partners of the Investor Partnership this
___ day of ______________ 2005, and declare that it is truthful and correct.

	 ____________________________ 
	 (Name of Investor Partnership) 
	 
	 By: 	_________________________________________ 
	 	 ____________________ 
	 Its: 	 Partner 
	 	 
	 By: 	_________________________________________ 
	 	 ____________________ 
	 Its: 	 Partner 
	 	 
	 By: 	_________________________________________ 
	 	 ____________________ 
	 Its: 	 Partner 
	 	 



D–1 






EXHIBIT E

CERTIFICATE OF TRUST INVESTOR

CERTIFICATE OF __________________________________________________________(the “Trust”)
 (Name of Trust)

The undersigned, constituting the Trustee(s) of the Trust, hereby certify as follows:

		1.	That, as Trustee(s) of the Trust, we have authority to determine and have determined: (a) that
the investment in, and the purchase of, Units (as defined in the Subscription Agreement) from VendingData
Corporation is of benefit to the Trust; and (b) to make such investment on behalf of the Trust. 
			 
		2.	That ____________ is authorized to execute, on behalf of the Trust, any and all documents in connection
with the Trust’s investment in Units from VendingData Corporation.


IN WITNESS WHEREOF, we have executed this certificate as partners of the Trust this ___ day of ______________
2005, and declare that it is truthful and correct.

	 ____________________________ 
	 (Name of Trust) 
	 
	 By: 	________________________________________ 
	 	 ____________________ 
	 Its: 	 Trustee 
	 	 
	 By: 	________________________________________ 
	 	 ____________________ 
	 Its: 	 Trustee 
	 	 
	 By: 	________________________________________ 
	 	 ____________________ 
	 Its: 	 Trustee 
	 	 



E–1






EXHIBIT F

CERTIFICATE OF CORPORATE INVESTOR

CERTIFICATE OF _____________________________________________________(the “Corporation”)
 (Name of Corporation)

The undersigned, being the duly elected and acting Secretary or Assistant Secretary of the Corporation,
hereby certifies as follows:

		1.	That the Articles of Incorporation and By-Laws of the Corporation do not prohibit this investment.
			 
		2.	That the Board of Directors of the Corporation has determined, or appropriate officers acting under
authority of the Board of Directors have determined, (a) that the investment in, and purchase of,
Units (as defined in the Subscription Agreement) from VendingData Corporation is of benefit to the
Corporation, and (b) to make such investment on behalf of the Corporation. Attached hereto is a true,
correct and complete copy of resolutions of the Board of Directors (or an appropriate committee thereof)
of the Corporation duly authorizing this investment or the authority of the acting officers, as applicable,
and said resolutions have not been revoked, rescinded or modified and remain in full force and effect.
			 
		3.	That the following named individuals are duly elected officers of the Corporation, who hold the offices
set opposite their respective names and who are duly authorized to execute any and all documents
in connection with the Corporation’s investment in Units from VendingData Corporation and that
the signatures written opposite their names and titles are their correct and genuine signatures.
			 


	 Name 	 	 Title 	 	 Signature 
	____________________________ 	 	____________________ 	 	____________________________ 
	____________________________ 	 	____________________ 	 	____________________________ 
	____________________________ 	 	____________________ 	 	____________________________ 


IN WITNESS WHEREOF, I have executed this certificate this ___ day of ______________ 2005, and declared
that it is truthful and correct.

	 ____________________________ 
	 (Name of Corporation) 
	 
	 By: 	________________________________________ 
	 	 ____________________ 
	 Its: 	 ____________________ 


F–1






EXHIBIT G

CERTIFICATE OF LIMITED-LIABILITY COMPANY INVESTOR

CERTIFICATE OF _______________________________________(the “Limited Liability Company”)

  (Name of Limited Liability Company)

The undersigned, being the duly elected and acting Manager or Managing Member (either, a “Manager”)
of the Limited Liability Company, hereby certifies as follows:

		1.	That the Managers of the Limited Liability Company having proper authority or the Members of the Limited
Liability Company having proper authority have determined: (a) that the investment in, and purchase
of, Units (as defined in the Subscription Agreement) from VendingData Corporation is of benefit to
the Limited Liability Company; and (b) to make such investment on behalf of the Limited Liability
Company. Attached hereto is a true, correct and complete copy of resolutions of the Managers or Members
(or an appropriate committee thereof) of the Limited Liability Company duly authorizing this investment,
and said resolutions have not been revoked, rescinded or modified and remain in full force and effect.
			 
		2.	That the following named individuals are duly elected Managers, Officers or Members of the Limited
Liability Company, who hold the offices set forth opposite their respective names and who are duly
authorized to execute any and all documents in connection with the Limited Liability Company’s
investment in Units from VendingData Corporation and that the signatures written opposite their names
and titles are their correct and genuine signatures.
			 


	 Name 	 	 Title 	 	 Signature 
	____________________________ 	 	____________________ 	 	____________________________ 
	____________________________ 	 	____________________ 	 	____________________________ 
	____________________________ 	 	____________________ 	 	____________________________ 


IN WITNESS WHEREOF, I have executed this certificate this ___ day of __________, 2005, and declared
  that it is truthful and correct.

	 __________________________________
	 (Name of Limited-Liability Company ) 
	 
	 By: 	________________________________________ 
	 	 ____________________ 
	 Its: 	 ____________________ 


G–1






SCHEDULE 6.4

CAPITALIZATION

(AS OF MARCH 1, 2005) 

	 NAME OF SECURITY
	 
	 AUTHORIZED

      SHARES;

      AUTHORIZED FOR 

        ISSUANCE
	 
	 ISSUED AND

        OUTSTANDING;

        EXERCISABLE; 

        CONVERTIBLE

	_____________________________________________ 
	 
	____________________ 
	 
	____________________ 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	_____________________________________________ 
	 
	____________________ 
	 
	____________________ 

	 	 	 	 	 


SCHEDULE 6.21

KEY EMPLOYEES

	 NAME	 	 TITLE
	_____________________________ 	 	___________________________________________________________ 
	 	 	 


SCHEDULE 6.27

INDEBTEDNESS (AS OF MARCH 1, 2005)

	 DESCRIPTION	 	 AMOUNT
	_____________________________________________________________ 	 	___________________________ 
	 	 	 
	_____________________________________________________________ 	 	___________________________ 
	    Total 	 	 


S–1