Exhibit 10.39


 


AMENDED ESCROW AGREEMENT


 


                This Agreement, dated the        day of            , 2003 by and between VendingData Corporation, a Nevada
corporation (“Customer”) and Wells Fargo Bank Minnesota, National Association
(“Escrow Agent”)


                1.             Receipt
of Escrow Funds.  Escrow
Agent shall receive funds via bank draft, cashier’s check or wire transfer (the
“Escrow Funds”) from time to time from Philadelphia Brokerage Corporation
(“PBC”) on behalf of Customer or directly from subscribers for Customer’s shares,
in each instance in connection with that certain offering of up to 5,000,000
shares of Customer’s common stock as set forth in that certain Registration
Statement on Form SB-2, as filed with the Securities and Exchange
Commission on  September 25, 2003, as the same may be amended from
time to time (SEC File No. 333-109115).


                2.             Investments.  The Escrow Funds shall be deposited by the
Escrow Agent in a noninterest-bearing account according to Section 4.


                3.             Interest.  The Escrow Funds shall be placed in a
noninterest-bearing account.


                4.             Disbursement of
Funds.  Escrow Agent shall
transfer the Escrow Funds or portions thereof to the Customer upon the joint
written instructions of Customer and PBC. 
If the minimum offering is not achieved within 90 days of the date of
the prospectus (unless extended by Customer and PBC), all subscription funds
will be returned on the next business day or as soon as possible after the
offering is terminated to investors without interest or deduction of fees.  Escrow Agent is not responsible and does not
warrant, convey or guarantee in any form or manner that the disbursed Escrow
Funds will be used by Customer for the purposes herein stated or stated
elsewhere.


                5.             Duty of the Escrow
Agent.  The sole duty of
Escrow Agent is to receive the Escrow Funds and hold the same pending
disbursement pursuant to Section 4 of the Escrow Agreement. Escrow Agent
is not responsible for ensuring that Customer is using the Escrow Funds for any
stated or express purposes. Escrow Agent is not responsible for accounting or
maintaining any records other than to document the wires and funds received and
Escrow Funds disbursed.


                6.             Documents.  The Escrow Agent may conclusively rely upon
and shall be protected in acting upon any statement, certificate, notice,
request, consent, order or other document believed by it to be genuine and to
have been signed or presented by the proper party or parties. The Escrow Agent
shall have no duty or liability to verify any such statement, certificate,
notice, request, consent, or order or other document and its sole
responsibility shall be to act only as expressly set forth in this Escrow
Agreement. The Escrow Agent shall be under no obligation to institute or defend
any action, suit or proceeding in connection with this Escrow Agreement unless
first indemnified to its satisfaction by the Customer.


                7.             Fees.  Escrow Agent is entitled to compensation in
accordance with “Schedule A” attached hereto and incorporated herein by
reference and shall be payable by Customer. Escrow


 

















 


Agent may in its
discretion deduct said fees from the funds to be disbursed to Customer after
receipt of joint instructions to disburse pursuant to Section 4 hereof, if
said compensation is not paid by Customer.


                8.             Tax Related Terms.


                                (a)           Tax
Reporting.  No interest will
be earned from the investment of the Escrow Funds as such funds will be held in
a noninterest-bearing account.


                                (b)           Certification
of Tax Identification Number. 
Customer agrees to provide the Escrow Agent with certified tax identification
numbers by furnishing appropriate forms W-9 or W-8 and other forms and
documents that the Escrow Agent may reasonably request.  Customer hereto understand that if such tax
reporting documentation is not so certified to the Escrow Agent, the Escrow
Agent may be required by the Internal Revenue Code of 1986, as amended, to
withhold a portion of any interest or other income earned on the investment of
monies or other property held by the Escrow Agent pursuant to this Agreement.


                                (c)           Taxes.  Customer agree to indemnify and hold the
Escrow Agent harmless from and against any taxes, additions for late payment,
interest, penalties and other expenses that may be assessed against the Escrow
Agent on or with respect to any payment or other activities under this
Agreement.


                9.             Indemnification of
Escrow Agent.  The Customer
hereby indemnifies and holds harmless the Escrow Agent from and against, any
and all loss, liability, cost, damage and expense, including, without
limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur
by reason of any action, claim or proceeding brought against the Escrow Agent
arising out of or relating in any way to this Agreement or any transaction to
which this Agreement relates unless such action, claim or proceeding is the
result of the willful misconduct of the Escrow Agent. The Escrow Agent may
consult counsel in respect of any question arising under the Escrow Agreement
and the Escrow Agent shall not be liable for any acting taken or omitted in
good faith upon advice of such counsel.


                10.           Notices.  All notices, requests, demands, and other
communications under this Agreement shall be in writing and shall be deemed to
have been duly given (a) on the date of service if served personally on the
party to whom notice is to be given, (b) on the day of transmission if sent by
facsimile transmission to the facsimile number given below, and telephonic
confirmation of receipt is obtained promptly after completion of transmission,
(c) on the day after delivery to Federal Express or similar overnight courier
or the Express Mail service maintained by the United States Postal Service, or
(d) on the fifth day after mailing, if mailed to the party to whom notice is to
be given, by first class mail, registered or certified, postage prepaid, and
properly addressed, return receipt requested, to the party as follows:


 


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  If to Customer:

  	
   

  	
  VendingData Corporation 

  6830 South Spencer Street 

  Las Vegas, Nevada 89119

  	
   

  
	
   

  	
   

  	
  Attn:

  	
  John R. Spina

  Chief Financial Officer

  	
   

  
	
   

  	
   

  	
  Phone:

  	
  (702) 733-7195

  	
   

  
	
   

  	
   

  	
  Fax:

  	
  (702) 733-7197

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  If to Philadelphia Brokerage
  Corporation:

  	
   

  	
  Philadelphia Brokerage Corporation 

  992 Old Eagle School Road 

  Suite 915 Wayne, PA 19087

  	
   

  
	
   

  	
   

  	
  Attn:

  	
  Bernadette Pucillo 

  Operations Manager

  	
   

  
	
   

  	
   

  	
  Phone:

  	
  (610) 975-9990

  	
   

  
	
   

  	
   

  	
  Fax:

  	
  (610) 975-9993

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  If to Escrow Agent:

  	
   

  	
  Wells Fargo Bank Minnesota, N.A. 

  Attn: 

  MAC N9303-110 

  Sixth Street and Marquette Avenue 

  Minneapolis, MN 55479

  	
   

  
	
   

  	
   

  	
  Phone:

  	
  (   )    -

  	
   

  
	
   

  	
   

  	
  Fax:

  	
  (   )    -

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Wires to Escrow Agent should be directed to the
  following:

  	
   

  	
  Wells Fargo Bank Minnesota, National Association 

  ABA #121000248 

  Trust Clearing Account # 

  	
   

  
	
   

  	
   

  	
  For Credit to:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Escrow Account

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
												



 


Any
party may change its address for purposes of this paragraph by giving the other
party written notice of the new address in the manner set forth above.


                11.           Successors and Assigns.  Except as otherwise provided in this
Agreement, no party hereto shall assign this Agreement or any rights or
obligations hereunder without the prior written consent to the other parties
hereto and any such attempted assignment without such prior written consent
shall be void and of no force and effect. 
This Agreement shall inure to the benefit of and shall be binding upon
the successors and permitted assigns of the parties hereto.


                12.           Governing Law;
Jurisdiction.  This Agreement
shall be construed, performed, and enforced in accordance with, and governed
by, the internal laws of the State of Minnesota, without giving effect to the
principles of conflicts of laws thereof. 
Each party hereby consents to


 


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the
personal jurisdiction and venue of any United States District Court for the
District of Minnesota located in Hennepin County, Minnesota.


                13.           Severability.  In the event that any part of this Agreement
is declared by any court or other judicial or administrative body to be null,
void, or unenforceable, said provision shall survive to the extent it is not so
declared, and all of the other provisions of this Agreement shall remain in
full force and effect.


                14.           Amendments; Waivers.  This Agreement may be amended or modified,
and any of the terms, covenants, representations, warranties, or conditions
hereof may be waived, only by a written instrument executed by the parties
hereto, or in the case of a waiver, by the party waiving compliance.  Any waiver by any party of any condition, or
of the breach of any provision, term, covenant, representation, or warranty
contained in this Agreement, in any one or more instances, shall not be deemed
to be nor construed as further or continuing waiver of any such condition, or
of the breach of any other provision, term, covenant, representation, or
warranty of this Agreement.


                15.           Entire Agreement.  This Agreement contains the entire
understanding among the parties hereto with respect to the escrow contemplated
hereby and supersedes and replaces all prior and contemporaneous agreements and
understandings, oral or written, with regard to such escrow.


                16.           Section Headings.  The section headings in this Agreement are
for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.


                17.           Counterparts.  This agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which shall constitute
the same instrument.


                18.           Resignation.  Escrow Agent may resign upon 30 days advance
written notice to the Customer.  If a
successor Escrow Agent is not appointed within the 30-day period following such
notice, Escrow Agent may petition any court of competent jurisdiction to name a
successor Escrow Agent.


[Signature page follows]


 


 


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                In
Witness Whereof, the
parties hereto have caused this Agreement to be executed the day and year first
set forth above.


	
   

  	
  VendingData
  Corporation,

  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Wells
  Fargo Bank Minnesota, National Association

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  



 


 


 


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EXHIBIT A


ESCROW FEE SCHEDULE


 


 


	
  ACCEPTANCE
  FEE:

  	
   

  	
  $2,000.00

  	
   

  



 


For
initial services including examination of the Escrow Agreement and all
supporting documents this is a one-time fee payable upon the opening of the account.


	
  ADMINISTRATION
  FEE:

  	
   

  	
  $2,500.00

  	
   

  



 


An
annual charge or any portion of a 12-month period thereof.  This fee is payable upon the opening of the account and annually
thereafter.  This charge is not prorated
for the first year.  There is an additional $250 annual charge for each sub
account opened.


	
  TRANSACTION FEE:

  	
   

  	
  $

  	
   

  	
   

  
	
  Wire transfer of funds

  	
   

  	
  $

  	
  25.00

  	
   

  
	
  Other transfer of funds (ie. checks, internal
  account transfers)

  	
   

  	
  $

  	
  10.00

  	
   

  
	
  Asset transactions
  (purchases/sales/calls/deposit/withdrawls, etc.)

  	
   

  	
  $

  	
  20.00

  	
   

  



 


No
charge for Wells Fargo Fund transactions other than those disclosed in the Fund
Prospectus.


EXTRAORDINARY SERVICES:


For any
services other than those covered by the aforementioned, a special per hour
charge will be made commensurate with the character of the service, time
required and responsibility involved. 
Such services include but are not limited to excessive administrative
time, attendance at closings, specialized reports (eg. tax reporting) and record-keeping,
unusual certifications, etc.


	
  1099-Tax reporting

  	
   

  	
  $15.00 per report

  
	
  Other Tax reporting

  	
   

  	
  per hour charge

  



 


 


 


 


 


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