<PAGE>

                                                                   EXHIBIT 10.23



                         AGREEMENT OF PURCHASE AND SALE



         THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made and
entered into this 23rd day of December, 2002, by and between Georgina Louise
Sangster ("Seller"), William Purton, Dolphin Advanced Technologies Pty Ltd. and
Dolphin Products Pty Ltd. (collectively, "Guarantor"), and VendingData
Corporation, a Nevada corporation ("Buyer").

                                    RECITALS

         WHEREAS, Buyer and Seller have negotiated the purchase and sale of all
tangible and intangible assets that relate to an electromechanical playing card
deck verification device and Optical Character Verification ("OCV") technology
under the registered name DeckChecker(R) and the associated vault tooling (the
"DeckChecker(R)") and described in Exhibit "A" attached hereto and incorporated
herein by this reference;

             WHEREAS, Seller is the owner of certain assets relating to the
DeckChecker(R), being certain unencumbered tangible personal property,
equipment, tools, parts, supplies, raw materials, manufacturing documents,
Gerber files, sources and parts lists, related financial statements, product
literature, finished goods, and works-in-progress (collectively the "Tangible
Personal Property") and all intellectual property being all patents, unpatented
inventions, patent interference proceedings, rights under patent cooperation
treatises, patent applications, patent rights, inventions, trade secrets,
processes, proprietary rights, proprietary knowledge, computer software,
registered trademarks, names, service marks, trade names, registered copyrights,
symbols, logos, franchises, blueprints and permits and all applications
therefor, registrations thereof and licenses, sublicenses or agreements in
respect thereof, which Seller owns or has the right to use, and all transferable
filings, registrations or issuances of any of the foregoing with or by any
federal, state, local or foreign regulatory, administrative or governmental
office, rights under technology licenses, choses-in-action, information
contained in computer media (such as data bases, source and object codes and
information therein) and derivatives thereof, including the right to make, use,
and vend goods utilizing any of the foregoing, together with all cash and
non-cash proceeds and products thereof, including the Intellectual Property
listed on Exhibit "B" attached hereto and incorporated herein by this reference
(collectively, the "Intellectual Property");

         WHEREAS, the parties wish to enter into a definitive agreement pursuant
to which Buyer shall buy, and Seller shall sell the Tangible Personal Property
and the Intellectual Property (the "Acquired Assets").

<PAGE>

                                    AGREEMENT


         In consideration of the recitals set forth above and the mutual
covenants and promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties covenant that the foregoing Recitals are true and correct and further
agree as follows:

1.       SALE OF PROPERTY

         Subject to the terms and conditions set forth in this Agreement, Seller
shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall
purchase from Seller, all right, title and interest of Seller in and to the
Acquired Assets.

2.       LIABILITIES NOT ASSUMED
         a.)      Buyer acknowledges that Guarantor has, prior to the date of
                  this Agreement, sold independently thirty (30)
                  fully-operational units of the DeckChecker(R) ("pre-sold
                  units"). Warranties were provided at the date of sale of these
                  machines, which primarily required Guarantor to:
                  ii.      Warrant the mechanics of each unit for a period of 12
                           months;
                  iii.     Warrant the electronics on each unit for a period of
                           6 months.
         b.)      Seller undertakes that no warranties remain in force in
                  respect of these machines.
         c.)      Buyer acknowledges that neither Seller nor Guarantor can
                  continue to service, support and maintain the pre-sold units
                  if and when requests are made by the purchasers of same, as to
                  provide ongoing service would constitute a default under this
                  Agreement.
         d.)      Guarantor undertakes to advise the owners of pre-sold units
                  that the Buyer, or their authorized Agent, shall provide
                  ongoing service, support and maintenance of the pre-sold
                  units.
         e.)      Except as above, Buyer shall not, by the execution of this
                  Agreement or the consummation of the transaction contained
                  herein, assume or otherwise be responsible for any liability
                  or obligation of any nature of Seller or Guarantor, or any
                  claims of liability or obligation, matured or unmatured,
                  liquidated or unliquidated, fixed or contingent, or known or
                  unknown, whether arising out of occurrences prior to, at or
                  after the date hereof.

3.       PURCHASE PRICE
         (a)      The total purchase price (the "Purchase Price") and any other
                  transactions under this Agreement shall be payable in US
                  dollars. The Purchase Price for the Acquired Assets shall be
                  One Million Nine Thousand Eight Hundred Dollars (US)
                  ($1,009,800) in cash, payable as follows:
                  (i)      Five Hundred Four Thousand Nine Hundred Dollars
                           ($504,900), which shall be non-refundable and which
                           shall be due upon Buyer's successful production, at
                           Buyer's Las Vegas, Nevada facility of five (5)
                           fully-operational and "universal" units of the
                           DeckChecker(R) (the "First Payment"); and;

                                       2
<PAGE>

                  (ii)     Five Hundred Four Thousand Nine Hundred Dollars
                           ($504,900) which shall be non-refundable and which
                           shall be due within six (6) months of the date on
                           which Buyer tenders the first payment described
                           above, to Seller(the "Second Payment")
                  (iii)    For the avoidance of doubt, Buyer acknowledges that
                           should the Buyer default on its obligations under
                           this Agreement, including making the Second Payment,
                           title to the Acquired Assets in addition to the First
                           Payment and any other payments made, shall remain
                           fully the property of Seller.
         (b)      For purposes of this Agreement, "universal" shall mean that
                  the unit has the ability to recognize jumbo index, jumbo
                  chart, and standard index playing cards without changing the
                  camera lens configuration, software, or power supply.

4.       THE PROVISION OF ASSISTANCE
         (a)      Guarantor will do everything in its power, and exert its best
                  efforts, to assist Buyer with its technical knowledge,
                  know-how, training and advice as may be required for Buyer to
                  assemble seventy-five (75) fully-operational and "universal"
                  units. In this regard it is noted that:
                  i.       The first 100 hours of assistance provided by the
                           Guarantor shall be provided at the Guarantor's
                           expense. Any assistance provided thereafter shall be
                           by negotiation between the Buyer and Dolphin Advanced
                           Technologies Pty Ltd.
                  ii.      For the avoidance of doubt, Buyer acknowledges that
                           it does not require Guarantor to exert its best
                           efforts to assist Buyer with its technical knowledge,
                           know-how, training and advice as may be required
                           beyond the date that the Second Payment falls due.

5.       THE PURCHASE OF INVENTORY
         (a)      Buyer acknowledges that Seller owns and has in its possession
                  six (6) fully- operational units of the DeckChecker(R) in
                  addition to a complement of spare parts (the "Inventory"). In
                  addition to the Purchase Price, the Buyer shall:
                  i.       Purchase the Inventory of Seller for the
                           non-refundable amount of Thirty Five Thousand Dollars
                           ($35,000)
                  ii.      Acknowledge that the Seller reserves the right to
                           sell up to ten (10) fully-operational units of the
                           DeckChecker(R) for the purposes of recouping the
                           costs of its Inventory. No such sale shall constitute
                           a default under this Agreement.
         (b)      Should Buyer elect to purchase the Inventory, Buyer
                  acknowledges that the cost of any upgrades or modifications to
                  the Inventory shall be borne by Buyer.
         (c)      Should Buyer elect to purchase the Inventory, payment for the
                  Inventory will become due thirty (30) days from the date of
                  invoice by Seller.

6.       DELIVERY OF VAULT TOOLING
         (a)      Buyer shall purchase vault tooling from the Seller for the sum
                  of $9,800.00 in addition to the Purchase Price. This vault
                  tooling comprises three (3) tools, one (1) each for body,
                  sliding lid and location button (the "Vault Tooling").


                                       3
<PAGE>

         (b)      If Buyer requires delivery of the Vault Tooling to its
                  premises or other nominated location before Buyer has tendered
                  to Seller the First Payment, then Buyer will immediately pay
                  Seller the amount of Four Thousand Nine Hundred Dollars
                  ($4,900) (the "First Vault Payment"). Upon receipt of the
                  amount of Four Thousand Nine Hundred Dollars ($4,900), Seller
                  will release the Vault Tooling to Buyer and will have
                  delivered the Vault Tooling according to the instructions of
                  Buyer.
         (c)      Buyer shall tender to Seller, within thirty (30) days of the
                  First Vault Payment, an additional payment of Four Thousand
                  Nine Hundred ($4,900) (the "Second Vault Payment").
         (d)      The cost of insurance and transport of said tooling will be
                  entirely the responsibility of Buyer.
         (e)      Should either the First Payment or Second Payment foreshadowed
                  in Section 3 not be attended to, Buyer shall be responsible
                  for the delivery and return of any and all Vault Tooling
                  provided in accordance with this Section.

7.       REPRESENTATIONS AND WARRANTIES OF SELLER

As further consideration for Buyer to enter into this Agreement, Seller
represents and warrants to Buyer that the statements contained in this section
are, and, at Closing, will be, true, correct and complete:

         (a)      AUTHORITY. Seller has the full right and authority to enter
                  into this Agreement and to consummate the transactions
                  contemplated by this Agreement. The representatives of Seller
                  executing this Agreement have full authority to do so.
         (b)      TITLE. Seller shall deliver to the Buyer the Acquired Assets
                  with good and marketable title.
         (c)      EXECUTION AND DELIVERY. The execution and delivery of this
                  Agreement and other related documents by Seller, and the
                  performance by Seller of the transactions contemplated herein
                  will be binding upon Seller in accordance with their
                  respective terms.
         (d)      CONFLICT. The execution and performance of this Agreement and
                  other related documents by Seller will not result in any
                  violation of, or be in conflict with, any term or provision of
                  (i) any contract to which Seller is a party, or (ii) any law,
                  ordinance, rule, statute, order, judgment or decree to which
                  Seller and Guarantor are subject.
         (e)      NO VIOLATION. Neither the execution of this Agreement nor the
                  transactions contemplated by this Agreement shall violate any
                  of the terms and conditions of any agreement giving any person
                  or entity rights in the Acquired Assets.
         (f)      COMPLIANCE WITH LAWS. Seller has complied and is in compliance
                  in all material respects with all laws, statutes, ordinances,
                  orders, rules, regulations, polices and guidelines
                  promulgated, and all judgments, decisions and orders entered,
                  by any federal, state, local or foreign court or governmental
                  authority or instrumentality that are applicable or related to
                  Seller or the Acquired Assets.

                                       4
<PAGE>

         (g)      INTELLECTUAL PROPERTY. Seller is the sole and exclusive owner
                  of all right, title and interest in and to the Intellectual
                  Property, free and clear of all liens whatsoever. Except
                  insofar as application has been made by Seller for Trade Mark
                  protection as contained in Exhibit B, which applications shall
                  be discontinued if requested by Buyer, there is not pending or
                  threatened any investigation, proceeding, inquiry or other
                  review by any federal, state, local or foreign regulatory,
                  administrative or governmental office or offices with respect
                  to Seller's right, title or interest in any Intellectual
                  property. None of Seller's rights to the Intellectual Property
                  infringes upon or violates the rights of any other person, or
                  is subject to challenge, claims of infringement, unfair
                  competition or other claims, and no product, process, method
                  or operation presently manufactured, sold, subject to testing,
                  under development, otherwise engaged in or employed by Seller
                  infringes upon any rights owned by and other person. There are
                  no pending or threatened claims or litigation against Seller
                  contesting the right of the Seller to sell, engage in or
                  employ any such product, process, method or operation. Seller
                  has the exclusive right to own, use and license others to use
                  the computer software (the "Software") relating to the
                  DeckChecker(R). Seller has not licensed or otherwise
                  authorized any other person to use or make use of all or any
                  part of the Software, nor has Seller granted, assigned or
                  otherwise conveyed any right in or to the Software.
         (h)      APPROVALS. No consent, approval, authorization of, or
                  exemption by, or filing with, any governmental authority is
                  required to be obtained or made by Seller in connection with
                  the execution, delivery and performance by Seller and
                  Guarantor of this Agreement and the consummation of the
                  transactions contemplated hereby.
         (i)      UNTRUE STATEMENT OR OMISSION. No representation or warranty by
                  Seller or Guarantor in this Agreement contains, or will
                  contain as of the Closing, any untrue statement of a material
                  fact, or omits, or will omit, as of the Closing, a material
                  fact necessary to make the statements contained herein not
                  misleading.

8.       REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

         (a.)     ORGANIZATION AND GOOD STANDING. Buyer is a corporation duly
                  organized, validly existing and in good standing under the
                  laws of the State of Nevada and has the corporate power and
                  authority to conduct its business as presently conducted and
                  to own and hold the properties used in connection with the
                  conduct of its business.
         (b.)     NO VIOLATION. The execution and performance of this Agreement
                  by Buyer will not result in any violation of, or be in
                  conflict with, any term or provision of (i) the articles of
                  incorporation or bylaws of Buyer, (ii) any contract to which
                  Buyer is a party, or (iii) to the best of Buyer's knowledge,
                  any law, ordinance, rule, statute, order, judgment or decree
                  to which Buyer is subject.

                                       5
<PAGE>

         (c.)     UNTRUE STATEMENT OR OMISSION. No representation or warranty by
                  Buyer in this Agreement contains, or will contain as of the
                  Closing, any untrue statement of a material fact, or omits, or
                  will omit as of the Closing, a material fact necessary to make
                  the statements contained herein not misleading.

9.       COVENANTS OF THE PARTIES

         (a)      REASONABLE EFFORTS. Each party shall, in good faith, use all
                  reasonable efforts to take all actions and do all things
                  necessary, proper or advisable to consummate the transactions
                  contemplated by this Agreement including, without limitation,
                  using all reasonable efforts to cause the conditions set forth
                  in Section 10 of this Agreement for which such party is
                  responsible to be satisfied as soon as reasonably practicable
                  and to prepare, execute, acknowledge or verify, deliver and
                  file such additional documents, and take or cause to be taken
                  such additional actions, as the other party may reasonably
                  request to carry out the purposes or intent of this Agreement,
                  both before and after Closing.
         (b)      GOVERNMENTAL MATTERS. Each party shall, in good faith, use all
                  reasonable efforts to take any additional action that may be
                  necessary, proper or advisable in connection with any other
                  notices to, filings with, and authorizations, consents and
                  approvals of any court, administrative agency or commission,
                  or other governmental authority or instrumentality that it may
                  be required to give, make or obtain.

10.      CONDITIONS PRECEDENT

The obligation of Buyer to close the transactions contemplated by this Agreement
is subject to the satisfaction of each of the following conditions prior to the
date of the Closing, any of which may be waived only through an express writing
by Buyer:

         (a)      REPRESENTATIONS AND WARRANTIES. The representations and
                  warranties of Seller set forth in this Agreement shall be true
                  and correct as of the date of this Agreement and as of the
                  Closing. Seller shall have delivered to Buyer a certificate
                  affirming that all such representations and warranties are
                  true and correct as of the Closing Date.

         (b)      PERFORMANCE OF THE AGREEMENT. Seller shall have performed and
                  observed in all material respects all obligations and
                  conditions to be performed or observed by him under this
                  Agreement at or prior to the Closing.

         (c)      CONSENTS REQUIRED FOR TRANSACTION. All consents, approvals,
                  waivers and releases from third parties for the consummation
                  of the transactions contemplated by this Agreement shall have
                  been validly obtained, and these consents, approvals, waivers
                  and releases shall be in full force and effect. Seller shall
                  provide evidence that these third party consents, approvals,
                  waivers, and releases have been obtained, as Buyer may
                  require.

                                       6
<PAGE>

11.      CLOSING

         (a)      THE CLOSING. The closing of this transaction (the "Closing")
                  under this Agreement for the purchase and sale of the Acquired
                  Assets shall be held at 6830 Spencer Street, Las Vegas, Nevada
                  at 2:00 p.m., Las Vegas, Nevada time on Dec. 23, 2002 (the
                  "Closing Date"). The official transfer time of the Acquired
                  Assets, and the time at which Buyer shall be deemed to have
                  acquired the Acquired Assets as its own shall be 2:00 p.m. on
                  the Closing Date.

         (b)      DELIVERIES AT THE CLOSING. On the Closing Date, Seller hereby
                  agrees to deliver to Buyer a Bill of Sale and Assignment in
                  the form attached hereto as Exhibit "C."

         (d)      EXECUTION OF DOCUMENTS. The Closing may be accomplished in
                  person, by facsimile, overnight courier, telephone conference
                  or as otherwise agreed by the parties.

12.      INDEMNITY

         (a)      INDEMNIFICATION OF SELLER. Buyer agrees to indemnify, defend
                  and hold Seller and its assigns harmless from and against any
                  and all claims, actions, damages, liability, costs and
                  expenses (including reasonable attorneys' fees) arising from
                  or out of: (i) any occurrence caused by the act or omission of
                  Buyer, its employees or agents; (ii) any violation of any law,
                  regulation or ordinance applicable to Buyer; or (iii) any
                  breach or violation of the terms of this Agreement by Buyer.
                  Buyer shall not incur any defense costs for Seller's account
                  without Seller's prior written consent.

         (b)      INDEMNIFICATION OF BUYER. Seller agrees to indemnify, defend
                  and hold Buyer, and its respective officers, employees,
                  directors and stockholders, harmless from and against any and
                  all claims, actions, damages, liability, costs and expenses
                  (including reasonable attorneys' fees) arising from or out of:
                  (i) any occurrence caused by the act or omission of Seller or
                  its agents; (ii) any violation of any law, regulation or
                  ordinance applicable to Seller; or (iii) any breach or
                  violation of the terms of this Agreement by Seller. Seller
                  shall not incur any defense costs for Buyer's account without
                  Buyer's prior written consent.

13.      NONCOMPETITION COVENANT

Seller recognizes that the covenants not to compete as contained in this Section
10 are an essential part of this Agreement and that, but for the agreement of
Seller to comply with such covenants, Buyer would not have entered into this
Agreement. Seller acknowledges and agrees that this covenant not to compete is a
necessary element of this Agreement and that irrevocable harm and damage will be
done to Buyer if Seller competes with a product similar to the DeckChecker(R).
Seller accordingly covenants and agrees that commencing on the date upon which
the Closing takes place and for a period of sixty (60) months thereafter (the
"Term"), Seller will not own, manage, operate, join, control, participate in, or
be connected with, as a stockholder, partner, consultant, or otherwise, any
business, individual, partner, firm, corporation or other entity, which is then
in direct competition with the DeckChecker(R). Until the end of the Term, Seller
will not directly solicit any of Buyer's employees to work for or invest in, as
the case may be, any business, individual, partnership, firm, corporation or any
other entity then in direct competition with the DeckChecker(R). Should any
portion of this Section 10 be deemed unenforceable because of the scope,
duration or territory encompassed by the undertaking of Seller hereunder, and
only in such event, then Seller and Buyer consent and agree to such limitation
on scope, duration or territory as may be finally adjudicated as enforceable by
a court of competent jurisdiction after exhaustion of all appeals.

                                       7
<PAGE>

14.      GENERAL PROVISIONS

         (a)      EXPENSES. Seller and Buyer each shall, whether or not the
                  transactions contemplated by this Agreement are consummated,
                  pay their own respective legal fees and other expenses
                  incurred in connection with the proposed transaction.
         (b)      BROKERS. Each party represents and warrants to the other that
                  there is no broker or finder retained by such party in
                  connection with the transactions contemplated by this
                  Agreement. Each party agrees to indemnify and hold the other
                  harmless from and against all liabilities or claims
                  (including, without limitation, costs and attorneys' fees)
                  that may be asserted against the other by reason of a claim
                  for compensation by any person, firm or corporation introduced
                  by the indemnifying party in connection with the transactions
                  contemplated hereunder.
         (c)      NOTICES. All notices and other communication under this
                  Agreement to any party shall be in writing and shall be deemed
                  given when delivered personally to that party, transmitted via
                  facsimile (with electronic confirmation) to that party at the
                  facsimile number set forth below, mailed by certified mail
                  (postage prepaid return receipt requested) to that party at
                  the address set forth below, or delivered by Federal Express
                  or any similar nationally recognized express delivery service
                  for delivery to that party at that address:

                  IF TO SELLER:           William Purton
                                          Director, Special Projects
                                          Dolphin Advanced Technologies Pty Ltd.
                                          600 Waterdale Road
                                          Heidelberg West 3081
                                          Australia

                  AND:                    William Purton
                                          Director, Special Projects
                                          Dolphin Products Pty Ltd.
                                          600 Waterdale Road
                                          Heidelberg West 3081
                                          Australia


                                       8
<PAGE>

                  IF TO BUYER:            Steven J. Blad
                                          President and Chief Executive Officer
                                          VendingData Corporation
                                          6830 Spencer Street
                                          Las Vegas, Nevada  89119
                                          Telephone:  702-733-7195
                                          Facsimile:  702-733-7197

                  WITH COPY TO:           Stacie L. Brown
                                          VendingData Corporation
                                          6830 Spencer Street
                                          Las Vegas, Nevada  89119
                                          Telephone:  702-733-7195
                                          Facsimile:  702-733-7197


         (d)      NON-WAIVER. The failure by any party to insist upon strict
                  compliance with any term or provision of this Agreement, to
                  enforce a right, or to seek a remedy upon any default of the
                  other party shall not affect or constitute a waiver of the
                  first party's right to insist upon strict compliance, enforce
                  that right, or seek a remedy to that default or any prior,
                  contemporaneous or subsequent default. No custom or practice
                  of the parties that varies from any provision of this
                  Agreement shall affect or constitute a waiver of any party's
                  right to demand strict compliance with all provisions of this
                  Agreement.
         (e)      HEADINGS. The headings of the various sections of this
                  Agreement are not a part of the context of the Agreement, are
                  merely labels to assist in locating the sections, and shall be
                  ignored in construing this Agreement.
         (f)      COUNTERPARTS. This Agreement may be executed in multiple
                  counterparts, each of which shall be deemed to be an original,
                  but all of which taken together shall constitute one and the
                  same Agreement.
         (g)      GOVERNING LAW. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of Nevada,
                  without regard to principles of conflicts of law. All rights
                  and remedies of each party under this Agreement shall be
                  cumulative and in addition to all other rights and remedies
                  that may be available to the party from time to time, whether
                  under this Agreement, at law, in equity or otherwise.
         (h)      SEVERABILITY. If any court of competent jurisdiction
                  determines that any provision of this Agreement is
                  unenforceable, that court shall have the jurisdiction to
                  reform the applicable provision so that it is enforceable to
                  the maximum extent permitted by law, and the parties shall
                  abide by that court's determination. In the event that the
                  applicable provision cannot be reformed, it shall be severed
                  from this Agreement, and every other provision of this
                  Agreement shall remain in full force and effect.
         (i)      BINDING EFFECT. This Agreement shall be binding upon, inure to
                  the benefit of and be enforceable by and against the parties
                  and their respective successors, predecessors, parents,
                  affiliates, subsidiaries, divisions, officers, directors,
                  shareholders, employees, advisors, consultants, insurers,
                  attorneys, heirs, executors, administrators and any persons
                  claiming rights by, through or under them.

                                       9
<PAGE>

         (j)      BUYER'S RIGHT OF ASSIGNMENT. Buyer shall have the right to
                  assign its interests under this Agreement to a corporation or
                  other entity controlled by Buyer without Seller's consent, if
                  Seller has received full payment for any outstanding monies
                  due under the Agreement. If Seller has not received full
                  payment for any outstanding monies, Buyer must obtain written
                  approval from Seller before making any assignment of its
                  rights under this Agreement.
         (k)      ENTIRE AGREEMENT. This Agreement, including the exhibits and
                  schedules attached hereto, constitutes the entire agreement
                  between the parties and supersedes all prior representations,
                  agreements and understandings of the parties, including,
                  without limitation any letter of intent or letter of
                  understanding or similar documents. No addition to or
                  modification of this Agreement shall be binding unless
                  executed in writing by the party against which enforcement is
                  sought.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.

                                    "SELLER"

                           GEORGINA LOUISE SANGSTER

                           /S/ GEORGIA SANGSTER
                           --------------------
                           "GUARANTOR"

                           SIGNED BY WILLIAM PURTON           ) /S/ W. W. PURTON
                           In the presence of /s/ James Downy ) /S/  JAMES DOWNY

                           And

                           DOLPHIN ADVANCED TECHNOLOGIES PTY LTD.


                           By:               /S/ W.W. PURTON
                                    -----------------------------------
                                    William Purton as a person authorised
                                    to sign on behalf of the Company under
                                    its Articles of Association
                           Its:     Director, Special Projects

                                       10
<PAGE>


                           DOLPHIN PRODUCTS PTY LTD.


                           By:               /S/ W.W. PURTON
                                    -----------------------------------
                                    William Purton as a person authorised
                                    to sign on behalf of the Company under
                                    its Articles of Association
                           Its:     Director, Special Projects








                                    "BUYER"

                           VENDINGDATA CORPORATION,
                           a Nevada corporation


                           By:               /S/ STEVEN J. BLAD
                                    --------------------------------------------
                                    Steven J. Blad
                           Its:     President and Chief Executive Officer


                                       11
<PAGE>

                                    EXHIBIT A


                  PRODUCT & PRODUCT PERFORMANCE SPECIFICATIONS

ONE UNIT OF THE PRODUCT COMPRISES:

(a)      DECK-CHECKER(R) card scanning and verification machine, including one
         output box and one roll of paper;
(b)      Computer software for programming the machine to accept different
         manufacturer's cards, not including the Source Code;
(c)      Includes the annexed list of consumables and spare parts;
(d)      Product design Level Model No. 1 Design drawing DAT-DDC-1; Issue No. 3
         1-5-2000; and
(e)      Any subsequent upgrade or new model.


PRODUCT PERFORMANCE SPECIFICATIONS


An electromechanical device that uses optical character verification software
and hardware in combination to automatically check one face of paper playing
cards, ensuring completeness or otherwise of individual suits in terms of the
number of decks (packs) placed into the machine by the operator. In order to
perform its recognition and verification functions, the machine must be
specifically programmed for each card type by the manufacturer or its authorized
representative.

The device will not recognize cards that have obscure symbols or denominations,
cards that are poorly printed or printed out of registration or die-cut in such
a way as to move the recognition parameters beyond the programmed recognition
zone.

The device will not accept cards that are badly damaged (either bent or torn) so
as to prevent them passing freely through the feed-slot of the hopper-loader.
Because the feed mechanism is designed to accept single cards at any one time,
two or more cards that are stuck together due to the presence of food or
beverage residue will not pass through the feed-slot.

The device will display on its LCD screen, or by issuing a printed report, the
status of the cards examined in terms of completeness or otherwise e.g. Passed;
Failed - extra cards, missing cards, cards unrecognized, boxed cards.

Exposure to dirt, dust, moisture, vibration, electrical interference or the
permitting of extraneous light (particularly from a fluorescent source) to enter
the camera's field of view may prevent the proper operation of the device.

The device is designed to operate in a normal office environment (humidity not
exceeding 40%) and located away from devices or equipment that emit electrical
interference.

                                       12
<PAGE>


The device is programmed to display or print a report showing the following
information:

     Operator #(6 digits)
     Table #(6 digits)
     Time
     Date
     Type or card (name of manufacturer)
     Game type for which the cards will or have been used
     Packs #(decks)
     Cards #(total number examined)
     Seal # (optional)

The device is able to examine approximately 200 cards per minute.

Operating power requirements are a constant 240 Volts AC at 50 Hz and a maximum
10 amps without spikes or surges.

Each device is supplied complete with one out-put box with a separate lid. The
out-put box is capable of being sealed for security purposes with a
tamper-evident seal (not supplied).

================================================================================

DECK CHECKER SPECIFICATION
         1.       Scans 1-8 decks of standard size playing cards. Card size
                  88(L) x 63(W) mm
         2.       Scanning rate 1 standard 52 card deck in 15 seconds
         3.       Operates in 2 versions for Jumbo Index & Standard Index cards
         4.       Operates in 2 versions 110Volt/60Hz and 240Volt/50Hz and AC
                  main drive motor
         5.       Accommodates a standard 8-deck Card Vault

DECK CHECKER "UNIVERSAL" MODEL
         1.       Scans 1-8 decks of standard size playing cards. Card size
                  88(L) x 63(W) mm
         2.       Scanning rate 1 standard 52 card deck in 15 seconds
         3.       Operates as a single "universal" model capable of recognizing
                  Jumbo Index, Standard Index and Tec-Art configurations without
                  the need to change camera lenses.
         4.       Operates as a single "universal" model at either 110Volt/60Hz
                  or 240Volt/50Hz using a universal power supply and DC main
                  drive motor
         5.       Accommodates a standard 8-deck Card Vault

                                       13
<PAGE>


                                    EXHIBIT B

                           INTELLECTUAL PROPERTY LIST



                               PATENT APPLICATIONS
---------------------------------------- ---------------------------------------
                 COUNTRY                                  NUMBER
---------------------------------------- ---------------------------------------
                Australia                                28951/00
---------------------------------------- ---------------------------------------
                  Canada                                  2362674
---------------------------------------- ---------------------------------------
                  China                                 00804194.6
---------------------------------------- ---------------------------------------
                  Europe                                 0097339.6
---------------------------------------- ---------------------------------------
               South Africa                              20016748
---------------------------------------- ---------------------------------------
                   USA                                   09/638860
---------------------------------------- ---------------------------------------
        Patent Cooperation Treaty                     PCT/AU00/00150
---------------------------------------- ---------------------------------------


                             TRADEMARK APPLICATIONS
---------------------------------------- ---------------------------------------
                 COUNTRY                                  NUMBER
---------------------------------------- ---------------------------------------
                Australia                                 900365
---------------------------------------- ---------------------------------------



                                       14
<PAGE>


                                    EXHIBIT C

                           BILL OF SALE AND ASSIGNMENT






                                       15