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                                  EXHIBIT 4.01

                           FORM OF RIGHTS CERTIFICATE

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                                                     RIGHT TO PURCHASE NUMBER OF
        NAME                    NUMBER OF RIGHTS       SHARES OF COMMON STOCK
-----------------------   ------------------------   ---------------------------

-----------------------   ------------------------   ---------------------------

                             VENDINGDATA CORPORATION

                               RIGHTS CERTIFICATE

         On June 14, 2001, our board of directors declared a distribution of
rights to purchase our common stock to four groups, collectively the
rightsholders:

         o        Stockholders of record as of June 15, 2001;

         o        Holders of record of vested options as of June 15, 2001 that
                  contain anti-dilution provisions;

         o        Holders of record of vested warrants as of June 15, 2001 that
                  contain anti-dilution provisions; and

         o        Holders of record of convertible notes as of June15, 2001 that
                  contain anti-dilution provisions.

         This rights certificate grants to the rightsholders the right to
purchase two shares of our common stock, par value $0.001 per share, at $0.35
per share for each share of common stock, or each share of common stock
underlying the relevant option, warrant or convertible note, as applicable, held
by the rightsholders. The terms of the rights offering are described in greater
detail in the Prospectus dated __________, 2001 to which this rights certificate
is subject.

         The securities represented by this rights certificate may not be sold,
transferred, assigned, pledged or encumbered or in any other way alienated. Any
purported sale, transfer, assignment, pledge or encumbrance or other alienation
of the securities represented by this rights certificate shall be null and void.

         Payment for shares of common stock must be made by check or money order
payable to "VendingData Corporation" in U.S. Dollars (or by conversion of
outstanding short-term notes, if applicable) and delivered to the company before
the applicable expiration date. If full payment is not received by VendingData
Corporation before the applicable expiration date, your purchase will be
rejected. The exercise by a rightsholders of the rights granted by this
certificate is irrevocable.

         By executing this rights certificate as provided for herein, the
rightsholder acknowledges that he or she has receive and read the Prospectus and
understands that, subject to certain limitations stated in the Prospectus, the
undersigned is entitled to purchase the number of shares of common stock, as is
shown above, based on a purchase price of $0.35 per share of common stock.

         We have delivered this rights certificate to all rightsholders in
accordance with the books and records of VendingData and our transfer agent. In
the event you receive this form and are a beneficial owner of our common stock
rather than a record holder, please contact your broker, dealer or other nominee
so that you may have your record holder act for you.

         For information and assistance please call VendingData Corporation at
(702) 733-7195.

VENDINGDATA CORPORATION

By:
             Stacie L. Brown
             Corporate Counsel and Secretary


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                    RIGHT TO PURCHASE SHARES OF COMMON STOCK

         Upon the following terms and subject to the conditions specified in the
Prospectus, the undersigned hereby agrees as follows:

         A. PURCHASE OF SHARES OF COMMON STOCK.

                  1.       Number of shares of common stock subscribed for
                           pursuant to the rights offering is (Note: You may not
                           subscribe for more shares than the number of shares
                           set forth in the "Right to Purchase Number of Shares
                           of Common Stock" on the face of this rights
                           certificate.):

                                    __________________ shares

                  2.       Exercise price per share: $0.35

                  3.       Total amount of payment for shares of Common Stock to
                           be purchased:

                                    $_____________ (Multiply line 1 by line 2.)

                  4.       Payment for the shares will be provided as follows
                           (Check one box):

                           [ ]      Enclosed is my check or money order payable
                                    to "VendingData Corporation," which I will
                                    deliver to the Company.

                           [ ]      Payment will be made through the conversion
                                    of the outstanding portion of my short-term
                                    note to the VendingData in the amount
                                    provided for above.

         B. CERTIFICATION.

                  1.       You certify that you qualify as a rightsholder
                           through one of the following (Check one box and
                           complete all blanks):

                           [ ]      As of June 15, 2001, you were the record
                                    holder of the shares of our common stock to
                                    which the rights exercised hereunder relate,
                                    and, as of the date hereof, you continue to
                                    be the record holder of such shares, having
                                    not transferred, assigned, pledged or
                                    otherwise encumbered such shares since the
                                    record date.

                           [ ]      As of June 15, 2001, you were the record
                                    holder of vested options to purchase shares
                                    of our common stock to which the rights
                                    exercised hereunder relate, and, as of the
                                    date hereof, you continue to be the record
                                    holder of such options, having not
                                    transferred, assigned, pledged or otherwise
                                    encumbered such options since the record
                                    date.

                           [ ]      As of June 15, 2001, you were the record
                                    holder of vested warrants to purchase shares
                                    of our common stock to which the rights
                                    exercised hereunder relate, and, as of the
                                    date hereof, you continue to be the record
                                    holder of such warrants, having not
                                    transferred, assigned, pledged or otherwise
                                    encumbered such warrants since the record
                                    date.

                           [ ]      As of June 15, 2001, you were the record
                                    holder of notes convertible into shares of
                                    our common stock to which the rights
                                    exercised hereunder relate, and, as of the
                                    date hereof, you continue to be the record
                                    holder of such convertible notes, having not
                                    transferred, assigned, pledged or otherwise
                                    encumbered such convertible notes since the
                                    record date.

                  2.       FOR RESIDENTS OF COLORADO, GEORGIA, IOWA,
                           MASSACHUSETTS, MICHIGAN, MINNESOTA, MISSISSIPPI,
                           NORTH CAROLINA, OHIO OR WYOMING (Check box if you
                           agree):

                           [ ]      You certify that the you are exercising your
                                    rights and purchasing the shares of our
                                    common stock pursuant to this rights
                                    offering for investment purposes only
                                    without a view to resell or distribute and
                                    have no present intention of selling,
                                    granting or participating in the
                                    distribution of the same.

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                  3.       You certify that the number listed below on the
                           signature page is your correct social security number
                           or taxpayer identification number.

         C. EFFECTIVENESS OF RIGHTS CERTIFICATE. Acceptance or rejection by
VendingData Corporation of this executed rights certificate shall be effective
in accordance with the terms set forth in the Prospectus. All questions
concerning the timeliness, validity, form and eligibility of any exercise of
rights will be determined by VendingData Corporation, whose determinations shall
be final and binding.

         D. STOCK CERTIFICATE. Stock certificates evidencing such shares of
common stock will be sent to you as soon as practicable after receipt of valid
payment therefor.

         E. SPECIAL DELIVERY INSTRUCTIONS REGARDING STOCK CERTIFICATE. Unless
otherwise indicated below, VendingData Corporation is authorized to deliver
certificates for common stock to rightsholders at the address set forth below.
In the event that you desire to have your respective stock certificate delivered
to an address other than the address set forth below, you must complete and
deliver "Exhibit A" attached hereto to VendingData Corporation.

         F. TAX INFORMATION. Exercise of the rights granted to you by
VendingData Corporation may have significant tax consequences. See "Certain
Federal Income Tax Considerations" in the accompanying Prospectus. You should
consult with your own tax advisors regarding the specific tax consequences to
you of the rights offering, including the effects of federal, state, local,
foreign, and other tax laws.

         G. DELIVERY OF FORM AND PAYMENT TO THE COMPANY. Return this form to us
via mail, hand-delivery or overnight courier along with a payment in U.S.
Dollars by check or money order payable to "VendingData Corporation" at:

                             VendingData Corporation
                             6830 Spencer Street
                             Las Vegas, Nevada 89119
                             Attention: Investor Relations

         H. ACKNOWLEDGEMENT. By signing below, you hereby affirmatively agree as
follows:

                  "I/We acknowledge receipt of the Prospectus and understand
         that after delivery to the Company, I/we may not modify or revoke this
         exercise. Under penalties of perjury, I/we certify that the information
         contained herein, including the social security number or taxpayer
         identification number listed below, is correct."

         I. EXECUTION. The rights certificate is not valid unless you sign
below. The signature below must correspond with the name of the rightsholder
exactly as it appears on the books of VendingData Corporation and our transfer
agent, without any alteration or change whatsoever.

Date:    _______________, 2001


Address:  _______________________________  _____________________________________
                                                 Signature of Record Holder
          _______________________________  _____________________________________
           City     State        Zip Code        Signature of Record Holder
                                                       (if applicable)

          _______________________________  _____________________________________
           Social Security or Tax ID #                 Print Name(s)

Day Phone:  (   )________________________
          Area Code
                                           _____________________________________
                                                    Title and Company
Evening Phone: (   )_____________________            (if applicable)
             Area Code


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                                    EXHIBIT A

                   VENDINGDATA CORPORATION RIGHTS CERTIFICATE

                          SPECIAL DELIVERY INSTRUCTIONS



         OPTIONAL. YOU SHOULD ONLY COMPLETE THIS IF THE STOCK CERTIFICATE
REPRESENTING THE COMMON STOCK TO WHICH YOU ARE SUBSCRIBING IS TO BE SENT TO AN
ADDRESS OTHER THAN THAT LISTED ON THE SIGNATURE PAGE OF THIS RIGHTS CERTIFICATE.


         The rightsholder requests that the stock certificate be delivered to
the person and address listed below:


Name: ___________________________________
               (Please Print)
Address:  _______________________________  _____________________________________
                                                 Signature of Record Holder
          _______________________________  _____________________________________
           City     State        Zip Code        Signature of Record Holder
                                                       (if applicable)

          _______________________________  _____________________________________
           Social Security or Tax ID #                 Print Name(s)

Day Phone:  (   )________________________
          Area Code
                                           _____________________________________
                                                    Title and Company
Evening Phone: (   )_____________________            (if applicable)
             Area Code


                            GUARANTEE OF SIGNATURE(S)

         All rightsholders who specify special delivery instructions must have
their signatures guaranteed by an Eligible Institution. An "Eligible
Institution" for this purpose is a bank, stockbroker, savings and loan
association or credit union with membership in an approved signature guaranteed
medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of
1934.


Signature: __________________________    Dated: ________________________________

Print Name: _________________________    Address: ______________________________
                                                  ______________________________
Name of Firm: _______________________             ______________________________
                                                  City    State       Zip Code
Title: ______________________________
                                         Phone:  (   )__________________________
                                                Area Code



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