EXHIBIT B

                         COMMON STOCK PURCHASE WARRANT


NEITHER THIS WARRANT NOR ANY SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"),
OR ANY STATE SECURITIES LAWS, AND NEITHER THIS WARRANT NOR ANY SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF EXCEPT IN COMPLIANCE WITH THE ACT AND SUCH STATE SECURITIES LAWS, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT
AND SUCH STATE SECURITIES LAWS.

                             VENDINGDATA CORPORATION

                          COMMON STOCK PURCHASE WARRANT
                          -----------------------------

                           Expiring ___________, 2006

                                                             Warrant No. 00-[__]

         THIS IS TO CERTIFY that __________, or its registered assigns
("______"), is entitled to purchase from VENDINGDATA CORPORATION, a Nevada
corporation (the "Company"), at any time on and after the Date of Issuance (as
hereinafter defined) but not later than 5:00 p.m., New York City time, on
___________, 2006 (the "Expiration Date"), Stock Units (as hereinafter defined)
equal to the Determined Number (as hereinafter defined) at the Exercise Price
(as hereinafter defined), subject to the terms and conditions herein provided.

         This Warrant is one of a series of the Company's common stock purchase
warrants (collectively, the "Warrants") issued by the Company in connection with
its use of a stand-by credit facility provided by Josephthal and the issuance of
a series of 10% secured promissory notes thereon.

         1. Definitions.

         As used in this Warrant, the following terms have the following
respective meanings:

         (a) "Act" means the Securities Act of 1933, as amended.

         (b) "Affiliate" has the meaning set forth in Rule 405 under the Act.

         (c) "Company" has the meaning set forth in the preamble of this
Warrant.

         (d) "Convertible Security" means Securities of the Company which may be
convertible into Shares.

         (e) "Date of Issuance" means the date set forth next to the signature
of the Company on the signature page hereof.

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         (f) "Determined Number" means the principal amount of the corresponding
Note divided by the Exercise Price.

         (g) "Exercise Price" means $2.50 per share.

         (h) "Expiration Date" has the meaning set forth in the preamble of this
Warrant.

         (i) "Holder" means any owner of all or any part of this Warrant from
time to time.

         (j) "Majority" means in excess of fifty percent (50%) of then
outstanding Warrants that are not held by the Company, an affiliate, officer,
employee or agent thereof or any of their respective affiliates, members of
their family, persons acting as nominees or in conjunction therewith.

         (k) "Private Equity Placement" means the sale of Shares or Convertible
Securities by the Company or any subsidiary of the Company now or hereafter
existing in a transaction exempt from the registration requirements of the Act
pursuant to Section 3(b) or 4(2) thereof or any applicable laws of jurisdictions
of other countries or any rule or regulation thereunder.

         (l) "Securities" has the meaning assigned to such term in the Act or
any rule or regulation thereunder.

         (m) "Shares" means shares of the Company's common stock, $0.001 par
value per share.

         (n) "Stock Unit" means one (1) Share, as same may be adjusted from time
to time in accordance with paragraph 4(a) below, and shall include any
additional securities, cash or property in respect thereof in accordance with
paragraph 4 below.

         (o) "Warrant Stock" means, collectively, (i) the Shares purchasable by
the Holder hereof upon the exercise of this Warrant, and (ii) any other
securities forming a part of any Stock Unit in accordance with paragraph 4
below.

         2. EXERCISE OF WARRANT.

         (a) In order to exercise this Warrant, in whole or in part, the Holder
hereof shall deliver to the Company, at its office set forth in paragraph 10
below, at any time and from time to time between the Date of Issuance and the
Expiration Date, (i) a written notice of such Holder's election to exercise,
which shall specify the number of whole Stock Units to be purchased, (ii) such
Holder's check payable to the Company in an aggregate amount equal to the
aggregate Exercise Price for those Stock Units being purchased, and (iii) this
Warrant. Upon receipt thereof, the Company shall, as promptly as practicable and
in any event within ten (10) days thereafter, cause to be executed and delivered
to such Holder a certificate or certificates representing the aggregate number
of fully paid and nonassessable shares of Warrant Stock, or any other property
forming a part of the subject Stock Unit(s) or both, issuable upon such
exercise. Such stock certificate(s) shall be in such denominations as may be
specified in the Holder's notice, and shall be registered in the name of such
Holder or such other name or names as shall be designated in such notice.

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         (b) In addition to the method of payment set forth in paragraph 2(a)
and in lieu of any cash payment required thereunder, the Holder(s) of the
Warrants shall have the right at any time and from time to time to exercise the
Warrants in whole or in part by surrendering the Warrant in the manner specified
in paragraph 2(a) above in exchange for that number of shares of Common Stock
equal to the product of (x) the number of shares as to which such Warrants are
being exercised multiplied by (y) a fraction, the numerator of which is the
market price of the Common Stock less the Exercise Price and the denominator of
which is such market price. Solely for the purposes of this paragraph 2(b),
market price shall be calculated either (i) on the date on which notice of the
Holder's election to exercise is given pursuant to paragraph 2(a) above or (ii)
as the average of the market prices for each of the five trading days preceding
such notice date, whichever results in a higher market price. If at any time the
Common Stock is not listed on the New York Stock Exchange, the American Stock
Exchange, any other domestic securities exchange or quoted in the Nasdaq Stock
Market, the "market price" shall be the fair value thereof determined jointly by
the Company and the Holders of Warrants representing two-thirds of all Warrant
Stock then outstanding; provided, that if such parties are unable to reach
agreement within a reasonable period of time, such "market price" shall be
determined by an appraiser jointly selected by the Company and the Holders of
Warrants representing two-thirds of all Warrant Stock then outstanding. The
determination of such appraiser shall be final and binding on the Company and
the Holders of the Warrants, and the fees and expenses of such appraiser shall
be paid by the Company. Any fractional share resulting from such cashless
exercise shall be eliminated.

         (c) All certificates representing Warrant Stock as aforesaid shall be
deemed to have been issued, and the Holder or other person designated to be
named therein shall be deemed to become a holder of record of the subject
Warrant Stock (including, to the extent permitted by law, the right to vote such
securities or grant consents or receive notices as a stockholder), as of the
time the Holder's notice and payment is received by the Company as aforesaid. If
this Warrant shall have been exercised only in part, the Company shall,
concurrently with its delivery pursuant to paragraph 2(a) above, deliver to the
subject Holder a new warrant (in substantially the form of this Warrant)
evidencing the rights of such Holder to purchase the remaining Stock Units
called for by this Warrant.

         (d) All Warrant Stock issuable upon the exercise of this Warrant in
whole or in part shall, upon payment therefor in accordance herewith, be validly
issued, fully paid and nonassessable.

         3. TRANSFER AND ASSIGNMENT.

         This Warrant and all rights hereunder are transferable, in whole or in
part, on the books of the Company to be maintained for such purposes, upon
surrender of this Warrant at the office of the Company set forth in paragraph 10
below, accompanied by a written assignment duly executed by the Holder hereof
indicating the number of Warrants being transferred and the name, address and
tax identification number of each transferee. Upon any such delivery, the
Company shall execute and deliver to the Holder or the transferee(s) or both (as
the case may be) new warrants (in substantially the form of this Warrant) in the
appropriate denominations, and this Warrant shall thereupon be canceled.

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         4. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. In order to
prevent dilution of the rights granted under this Warrant and grant the Holder
hereof certain additional rights, the Exercise Price and the number of Shares or
any other property then constituting a Stock Unit obtainable upon exercise of
this Warrant shall be subject to adjustment from time to time as provided in
this Section 4.

         (a) ADJUSTMENT OF EXERCISE PRICE UPON ISSUANCE OF COMMON STOCK. If and
whenever on or after the Date of Issuance, the Company issues or sells, or is
deemed to have issued or sold, any Share for a consideration per share less than
the Exercise Price in effect immediately prior to such time, then immediately
upon such issue or sale the Exercise Price shall be reduced to the lowest net
price per share at which such Share has been issued or sold or is deemed to have
been issued or sold. No adjustment of the Exercise Price shall be made upon the
issuance or sale of Shares (i) pursuant to the exercise or conversion of
warrants, options or other convertible securities outstanding on the date hereof
as set forth on Schedule 4(a) attached hereto or (ii) pursuant to the exercise
of options to purchase a maximum of 2,020,600 Shares issuable upon exercise of
options available for future grant pursuant to the Company's employee stock
option plans.

         (b) SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at any
time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding Shares into a greater number
of Shares, the Exercise Price in effect immediately prior to such subdivision
shall be proportionately reduced and the number of Shares obtainable upon
exercise of this Warrant shall be proportionately increased. If the Company at
any time combines (by reverse stock split or otherwise) one or more classes of
its outstanding shares into a smaller number of Shares, the Exercise Price in
effect immediately prior to such combination shall be proportionately increased
and the number of Shares obtainable upon exercise of this Warrant shall be
proportionately decreased.

         (c) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE.
Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company's assets or other transaction,
in each case which is effected in such a way that the holders of Common Stock
are entitled to receive (either directly or upon subsequent liquidation) stock,
securities or assets with respect to or in exchange for Common Stock is referred
to herein as "Organic Change." Prior to the consummation of any Organic Change,
the Company shall make appropriate provision (in form and substance satisfactory
to the Holders of the Warrants representing a Majority) to insure that each of
the Holders of the Warrants shall thereafter have the right to acquire and
receive, in lieu of or addition to (as the case may be) the Shares immediately
thereto fore acquirable and receivable upon the exercise of such Holder's
Warrant, such shares of stock, securities or assets as may be issued or payable
with respect to or in exchange for the number of Shares immediately theretofore
acquirable and receivable upon exercise of such Holder's Warrant had such
Organic Change not taken place. In any such case, the Company shall make
appropriate provision (in form and substance satisfactory to the Holders of the
Warrants representing a Majority) with respect to such holders' rights and
interests to insure that the provisions of this Section 4 hereof shall

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thereafter be applicable to the Warrants (including, in the case of any such
consolidation, merger or sale in which the successor entity or purchasing entity
is other than the Company, an immediate adjustment of the Exercise Price to the
value for the Common Stock reflected by the terms of such consolidation, merger
or sale, and a corresponding immediate adjustment in the number of shares of
Common Stock acquirable and receivable upon exercise of the Warrants, if the
value so reflected is less than the Exercise Price in effect immediately prior
to such consolidation, merger or sale). The Company shall not effect any such
consolidation, merger or sale, unless prior to the consummation thereof, the
successor entity (if other than the Company) resulting from consolidation or
merger or the entity purchasing such assets assumes by written instrument (in
form and substance satisfactory to the Holders of Warrants representing a
Majority obtainable upon exercise of all of the Warrants then outstanding), the
obligation to deliver to each such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.

         (d) CERTAIN EVENTS. If any event occurs of the type contemplated by the
provisions of this Section 4 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the Board of
Directors shall make an appropriate adjustment in the Exercise Price and the
number of Shares obtainable upon exercise of this Warrant so as to protect the
rights of the Holders of the Warrants; provided, that no such adjustment shall
increase the Exercise Price or decrease the number of shares of Common Stock
obtainable as otherwise determined pursuant to this Section 4.

         (e) LIQUIDATING DIVIDENDS. If the Company declares or pays a dividend
upon the Common Stock payable otherwise than in cash out of earnings or earned
surplus (determined in accordance with generally accepted accounting principles,
consistently applied) except for a stock dividend payable in shares of Common
Stock (a "Liquidating Dividends"), then the Company shall pay to the registered
Holder of this Warrant at the time of payment thereof the Liquidating Dividend
which would have been paid to such registered Holder on the Common Stock had
this Warrant been fully exercised immediately prior to the date on which a
record is taken for such Liquidating Dividend, or, if no record is taken, the
date as of which the record holders of Common Stock entitled to such dividends
are to be determined.

         5. NOTICE OF CERTAIN EVENTS.

                  (i) Immediately upon any adjustment of the Exercise Price, the
         Company shall give written notice thereof to the Holder, setting forth
         in reasonable detail and certifying the calculation of such adjustment.

                  (ii) The Company shall give written notice to the Holder at
         least twenty (20) days prior to the date on which the Company closes
         its books or takes a record (A) with respect to any dividend or
         distribution upon the Common Stock, (B) with respect to any pro rata
         subscription offer to holders of Common Stock or (C) for determining
         rights to vote with respect to any Liquidating Dividend, Organic Change
         or other dissolution or liquidation.

                  (iii) The Company shall also given written notice to the
         registered Holders at least twenty (20) days prior to the date on which
         any Liquidation Event, Organic Change or other dissolution or
         liquidation shall take pace.

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         6. SALE OF CONTROL.

         If any person or group of persons (as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended) to whom Shares are proposed to
be transferred (a "Proposed Transferee") would become a holder, directly or
indirectly, of fifty percent (50%) or more of the outstanding Shares as the
result of a transfer of common stock of the Company by any stockholder or
stockholders (such acquiring person being referred to as a "Control Person"), no
such purchase or transfer shall be made, closed, effected or recorded in the
Company's books or records unless the Control Person or the person or group of
persons who would become the owner of fifty percent (50%) or more of the Shares
as a result of any transfer of Shares shall offer, in writing to each holder of
Warrants, to purchase such Warrants from the holders of Warrants who desire to
sell, at the same price (on an "as converted" basis), terms and conditions as
such Control Person has offered to purchase the Shares to be sold by such
selling stockholder or stockholders. Each holder of Warrants shall have twenty
(20) days from the receipt of an executed copy of any offer in which to accept
such offer.

         7. RESERVATION OF SHARES.

         The Company shall at all times reserve and keep available for issuance
upon the exercise hereof such number of authorized but unissued or treasury
Shares as shall be sufficient to permit the full exercise of this Warrant.

         8. EXPENSES.

         The Company shall pay any and all expenses, transfer taxes and other
charges, including all costs associated with the preparation, issuance and
delivery of stock or warrant certificates, that may be incurred in respect of
the issuance or delivery of Warrant Stock upon any exercise of this Warrant.

         9. NO RIGHTS AS STOCKHOLDER.

         This Warrant shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company.

         10. NOTICES.

         Any and all notices to be given to the Company hereunder shall be given
to the Company at its offices located at, 6830 Spencer Street, Las Vegas, Nevada
89119, Attention: Steven J. Bard, President and Chief Executive Officer. A copy
should be sent to Kummer Kaempfer Bonner & Renshaw, 3800 Howard Hughes Parkway,
7th Floor, Las Vegas, Nevada 89109, Attention: Michael J. Bonner, Esq. Any and
all notices to be given to the Holder hereof shall be given to such Holder at
his address as same appears on the records of the Company.

         11. REGISTRATION.

         (a) LEGEND. Upon exercise, in part or in whole, of the Warrants,
certificates representing the Warrant Stock shall bear the following legend:

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         The securities represented by this certificate have not been registered
         under the Securities Act of 1933, as amended ("Act"), and may not be
         offered or sold except pursuant to (i) an effective registration
         statement under the Act, (ii) to the extent applicable, Rule 144 under
         the Act (or any similar rule under such Act relating to the disposition
         of securities), or (iii) an opinion of counsel, if such opinion shall
         be reasonably satisfactory to counsel to the issuer, that an exemption
         from registration under such Act is available.

         (b) REGISTRATION RIGHTS. Upon exercise, in whole or in part, of this
Warrant into Warrant Stock, the Holder shall be entitled to the registration
rights set forth herein.

                  (i)      PIGGYBACK REGISTRATION.

                           A. GRANT. Commencing on the date hereof and until
five (5) years from the earliest to occur of (i) the date on which a public
offering of capital stock of the Company registered under the Securities Act of
1933, as amended (the "Securities Act") is consummated or (ii) the date on which
any class of securities (as defined in the Securities Act ("Securities") of the
Company is listed on a national securities exchange or authorized for quotation
on the Nasdaq Stock Market (such date, the "Effective Date"), if the Company
proposes to register any of its Securities under the Securities Act (other than
pursuant to Form S-4 or Form S-8) for itself or on behalf of any selling
security holder, including in an initial public offering of the Company's
Securities, the Company will give written notice by registered mail, at least
thirty (30) days prior to the filing of each such registration statement, to the
Holders of its intention to do so. If any Holders notify the Company within
twenty (20) days after receipt of any such notice of their desire to include any
such Shares in such proposed registration statement, the Company shall afford
each of such Holders the opportunity to have any such Shares registered under
such registration statement, provided that in the case of an underwritten
offering made by the Company, such Holders agree to sell their Shares to or
through the Company's underwriter(s) pursuant to customary underwriting
agreements.

                           B. UNDERWRITER'S CUTBACK. If a registration made
pursuant to this Section 1 is an underwritten primary registration on behalf of
the Company, and the managing underwriters advise the Company in writing that in
their reasonable opinion based upon market conditions the number of Securities
requested to be included in such registration exceeds the number which can be
sold in such offering, the Company will include in such registration (i) first,
the Securities the Company proposes to sell, (ii) second, the Shares requested
to be included in such registration, pro rata among the Holders of such Shares,
on the basis of the number of Shares requested by such Holders to be included,
and (iii) third, any other Securities to be included in such registration.

                           If a registration made pursuant to this subparagraph
(i) is an underwritten secondary registration on behalf of holders of the
Company's Securities pursuant to a demand registration right, and the managing
underwriters advise the Company in writing that in their reasonable opinion
based upon market conditions the number of Securities requested to be included
in such registration exceeds the number which can be sold in such offering, the
Company will include in such registration (i) first, the Securities requested to
be included therein by the holders requesting such registration pursuant to a
demand registration right, (ii) second, the Shares requested to be included by
the Holders of such Shares, pro rata among the Holders of such Shares on the
basis of the number of Shares requested by such Holders to be included, and
(iii) third, any other Securities requested to be included in such registration.

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                           C. TERMINATION OR WITHDRAWAL OF REGISTRATION. The
Company shall have the right to terminate or withdraw any registration made
pursuant to this subparagraph (i) prior to the effectiveness of such
registration whether or not any Holder has elected to include such Holder's
Shares in such registration.

                           D. INFORMATION. If any Holder's Shares are to be
included in any registration pursuant to this subparagraph (i), such Holder
shall furnish to the Company such information as the Company may reasonably
request in writing and as shall be required in connection with such
registration.

                           E. TERMINATION OF PIGGY-BACK RIGHTS. The registration
rights granted under this subparagraph (i) shall expire with respect to any
Shares on the date on which (i) such Shares have been sold pursuant to an
effective registration statement, (ii) such Shares have been sold pursuant to
Rule 144, promulgated under the Securities Act, as Rule 144 may be subsequently
amended, modified, or supplemented ("Rule 144"), or (iii) such Shares are
eligible to be sold pursuant to Rule 144(k) without volume limitation.

                           F. NO CONVERSION OR EXERCISE REQUIRED. Nothing
contained in this Agreement shall be construed as requiring any Holder to
convert the Notes or exercise the Warrants into Shares prior to the initial
filing of any registration statement or the effectiveness thereof.

                  (ii) DEMAND REGISTRATION.

                           A. GRANT, COMPANY'S EXPENSE. For a period of five (5)
years from the Effective Date, the Holders representing a Majority (as
hereinafter defined) of such Shares (assuming the conversion in full of the
Notes and exercise in full of the Warrants) shall have the right (which right is
in addition to the registration rights under subparagraph (i) hereof),
exercisable by written notice (a "Demand Notice") to the Company, to have the
Company prepare and file with the Securities and Exchange Commission, on one
occasion, a registration statement and such other documents, including a
prospectus, as may be necessary in the opinion of both counsel for the Company
and counsel for the Holders, in order to comply with the provisions of the
Securities Act, so as to permit a public offering and sale of their respective
Shares for nine (9) consecutive months (or such shorter time until all
registered Shares have been sold) by such Holders and any Other Holders (as
defined below) who notify the Company within twenty (20) days after receiving
notice from the Company of the Demand Notice.

                           B. GRANT, HOLDER'S EXPENSE. In addition to the
registration rights under subparagraph (i) hereof and subparagraph (ii)(A)
hereof, for a period of five (5) years from the Effective Date, the Holders
representing a Majority (as hereinafter defined) of such Shares (assuming the
conversion in full of the Notes and exercise in full of the Warrants) shall have
the right, exercisable by Demand Notice to the Company, to have the Company
prepare and file with the Securities and Exchange Commission, on one occasion, a
registration statement and such other documents, including a prospectus, as may

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be necessary in the opinion of both counsel for the Company and counsel for the
Holders, in order to comply with the provisions of the Securities Act, so as to
permit a public offering and sale of their respective Shares for nine (9)
consecutive months (or such shorter time until all registered Shares have been
sold) by such Holders and any Other Holders (as defined below) who notify the
Company within twenty (20) days after receiving notice from the Company of the
Demand Notice; provided, however, that the provisions of Section 3(b) hereof
shall not apply to any such registration request and the registration and all
costs incident thereto shall be at the expense of the Holders making such
demand.

                           C. COMPANY DEMAND NOTICE. Within ten (10) days of
receipt of a Demand Notice by the Company, the Company shall send a written
notice (the "Company Demand Notice") to all Holders other than Holders
participating in the Demand Notice (the "Other Holders") inquiring whether such
Other Holders wish their Shares to be registered in such registration. The
Company shall use its best efforts to file, as soon as practicable following the
date of the Company Demand Notice, a registration statement covering all of the
then issued Shares specified in the Demand Notice and in written responses
delivered to the Company by the Other Holders within 20 days of receipt by the
Other Holders of the Company Demand Notice; provided, however, that in any event
the Company shall provide the Other Holders with at least 15 days from the date
of the Company Demand Notice to exercise the Other Holders' Warrants or convert
the Other Holders' Notes in accordance with the terms of such Warrants and Notes
to receive Shares for inclusion in such registration.

                           D. MANAGING UNDERWRITER. In the event of an
underwritten offering, the managing underwriter or underwriters of an
underwritten public offering covered by these demand registration rights shall
be selected by demanding Holders of a Majority of the Shares.

                           E. INFORMATION. If any Holder's Shares are to be
included in any registration statement pursuant to this subparagraph (ii), such
Holder shall furnish to the Company such information as the Company may
reasonably request in writing and as shall be required in connection with such
registration.

                           F. OTHER COMPANY SECURITIES. The Company may permit
Securities other than the Shares or other Securities held by the Holders to be
included in any registration statement filed pursuant this subparagraph (ii)
without the prior written consent of the Holders of a Majority of the Shares
included in such registration statement, provided that, in the event of an
underwritten offering, no Securities other than the Shares or other Securities
held by the Holders shall be included in any registration statement filed
pursuant to this subparagraph (ii) unless the managing underwriter or
underwriters shall advise the Company and such Holders in writing that the
inclusion of such additional Securities will not materially adversely affect the
price or success of the offering of the Shares or other Securities held by the
Holders. If the managing underwriters advise the Company in writing that in
their reasonable opinion, based upon market conditions, the number of such
additional Securities requested to be included in such registration exceeds the
number which can be sold in such offering without materially adversely affecting
the price or success of the offering of the Shares or other Securities held by
the Holders, the Company will reduce the number of additional Securities

                                     -100-
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requested to be included in such registration pro rata among the holders of such
additional Securities, or by such other proportions as may be agreed among such
holders of additional Securities. In no event shall the Company reduce the
number of Shares or other Securities held by the Holders to be included in such
registration.

                           G. TERMINATION OF DEMAND RIGHTS. The registration
rights granted under this subsection (ii) shall expire with respect to any
Shares on the date on which (i) such Shares have been sold pursuant to an
effective registration statement, (ii) such Shares have been sold pursuant Rule
144, or (iii) such Shares are eligible be sold pursuant to Rule 144(k) without
volume limitation.

                           H. NO CONVERSION OR EXERCISE REQUIRED. Nothing
contained in this Agreement shall be construed as requiring any Holder to
convert the Notes or exercise the Warrants into Shares prior to the initial
filing of any registration statement or the effectiveness thereof.

         12. MISCELLANEOUS.

         (a) No provision hereof, in the absence of affirmative action by the
Holder to effect any exercise hereunder, shall give rise to any liability of
such Holder for the Exercise Price or as a stockholder of the Company,
regardless of whether such liability is asserted by the Company or by any
creditor or creditors of the Company.

         (b) Neither this Warrant nor any of the terms or conditions hereof may
be waived, amended or modified, except with the written consent of the Company
and the registered Holder hereof.

         (c) This Warrant shall be governed by and construed in accordance with
the laws of the State of New York. The Company hereby agrees that the Holder, at
his election, may bring any such action or proceeding in federal or state courts
situated in the County and State of New York, and hereby submits to the
jurisdiction of the State of New York.

         (d) The captions and paragraph headings used in this Warrant are for
convenience of reference only, and shall not be referred to in connection with
any interpretation or construction hereof.

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         IN WITNESS WHEREOF, the Company, having validly authorized the issuance
of this Warrant and all performance hereunder, has caused this Warrant to be
executed by its duly authorized officer on the Date of Issuance.

Dated:   ___________, 2001

                                        VENDINGDATA CORPORATION



                                        By:
                                            --------------------------------
                                            Steven J. Blad
                                            President & Chief Executive Officer

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                                 [SCHEDULE 4(a)]


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