JOSEPHTHAL
                       MEMBER NEW YORK STOCK EXCHANGE INC.
                                December 14, 2000


Mr. Steven J. Blad
President & CEO
VendingData Corporation
6830 Spencer Street
Las Vegas, NV 89119

Dear Mr. Blad:

         This will confirm the understanding and agreement (the "Agreement")
between Josephthal & Company, Inc. ("Josephthal") and VendingData Corporation
(the "Company") as follows:

1)       The Company hereby engages Josephthal as its exclusive agent in the
         private placement of securities (the "Securities") of the Company to a
         limited number of institutional accredited individual or strategic
         investors (the "Investors" and the "Transaction") in connection with
         the private placement of a minimum of $2 million up to $5.0 million of
         its Senior Convertible Notes and Warrants (the "Equities"). The
         Securities will be subject to these terms and conditions negotiated by
         the Company and any such Investors. (See: Attachment A -- Preliminary
         Term Sheet). Josephthal will provide the Company with a Stand-by Credit
         Facility of $500,000 subject to the terms and conditions outlined in
         Attachment B - Stand-by Credit Facility Term Sheet.

2)       Josephthal hereby accepts the engagement and in that connection, if
         requested by the Company, agrees to:

a)       Prepare, in consultation with the Company, a Private Placement
         Memorandum (the "Memorandum") describing the Company and the
         Securities; which Memorandum shall not be made available to potential
         Investors until such Memorandum and its use shall be approved by the
         Company, which will also represent to Josephthal that the Memorandum
         and any other materials provided to potential investors does not
         contain any untrue statement or alleged untrue statement of a material
         fact or omit to state a material fact required to be stated or
         necessary to make any statement not misleading;

b)       Review with the Company a list of prospective Investors (the "Investor
         Contact List") to be contacted by Josephthal in connection with its
         engagement herein;

                              Josephthal & Co. Inc.
                       200 Park Avenue New York, NY 10166
               Tel: 212.907.4000, 800.185.6200. Fax: 212.907.4080

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c)       Prepare with the assistance and approval of the Company any other
         communications to be used in placing the Securities, whether in the
         form of letter, circular notice or otherwise; and

d)       Assist in the negotiation of the sale of the Securities to the
         Investors.

3)       In connection with Josephthal's engagement, the Company will furnish
         Josephthal with any Information concerning the Company that Josephthal
         reasonably deems appropriate and will provide Josephthal with access to
         the Company's officers, directors accountants, counsel and other
         advisors. In addition, Josephthal shall be kept fully informed of any
         events, known to the Company's management, that would have a material
         effect on the financial condition of the Company. The Company
         represents and warrants to Josephthal that all such information
         concerning the Company will be true and accurate in all material
         respects and will not contain any untrue statement of a material fact
         or omit to state a material fact necessary in order to make the
         statements therein not misleading in light of the circumstances under
         which such statements are made. The Company acknowledges and agrees
         that Josephthal will be using and relying upon such information
         supplied by the Company and its officers, agents and others and any
         other publicly available information concerning the Company without any
         independent investigation or verification thereof or independent
         appraisal by Josephthal of the Company or its business assets.

4)       As compensation for the services to be rendered by Josephthal
         hereunder, the Company shall pay Josephthal as follows:

a)       At the signing of this agreement a non-refundable cash retainer of
         $25,000; and

b)       At the closing of the sale of Securities to Investors (the "Closing"),
         (i) from the proceeds of the sale of the Securities, the Company shall
         pay in cash to Josephthal by wire transfer a transaction fee (a
         "Transaction Fee") of 10% of the Aggregate Consideration raised in the
         private placement, less the amount of the cash retainer paid, except
         for sales made to members of the Board of Directors, or stockholders of
         five percent (5%) or more of the Company's Common Stock outstanding as
         of the date of this agreement, for which the Company shall pay to
         Josephthal a transaction fee of 5% of such Consideration; and (ii)
         shall issue to Josephthal warrants (the "Warrants") to purchase such
         number of shares of the common stock of the Company equal to 10% of the
         aggregate number of fully diluted and/or converted shares of common
         stock as are purchased by Investors on the same terms and conditions.
         The Warrants shall be purchased for a nominal sum and shall be
         exercisable for a period of five years from the date of Closing with an
         exercise price per share equal to the effective per share price paid by
         the Investors of the Securities. The terms of the Warrants shall be set
         forth in one or more agreements (the "Warrant Agreements") in form and
         substance reasonably satisfactory to Josephthal and the Company. The
         Warrant Agreements shall contain customary terms substantially similar
         to the current warrants outstanding including without limitation,
         provisions for "cashless" exercise, change of control, and customary
         one time demand and piggyback registration rights.

                                      -65-
<PAGE>

         Such fees shall be payable (i) with respect to any sale of securities
         by the Company or any of its subsidiaries that occurs either during the
         term of Josephthal's engagement hereunder regardless of whether the
         Investor was identified by Josephthal, or at any time during a period
         of one year following the effective date of termination of Josephthal's
         engagement hereunder and the sale involves an Investor set forth on the
         Investor Contact List (excluding members of the Board of Directors and
         stockholders of five percent (5%) or more of the Company's Common Stock
         as of the date of this Agreement); and (ii) if the Transaction has been
         consummated and one or more additional transactions are consummated by
         the Company (or by any Affiliate thereof) within one year from the date
         of Closing of the Transaction with any party (or any Affiliate thereof)
         whose name is on the Investor Contact List (including Investors in the
         Transaction but excluding members of the Board of Directors and
         stockholders of five percent (5%) or more of the Company's Common Stock
         if they elect to participate in the Transaction).

c)       If the Company executes a Letter of Intent to conduct a Control
         Transaction prior to the earlier of the closing of the placement
         contemplated by this letter and the termination date, then the Company
         shall pay Josephthal a breakup fee of $200,000 upon the closing of such
         Control Transaction. Notwithstanding any language in this Agreement to
         the contrary, in no event shall .Josephthal be entitled to a breakup
         fee and to the commissions discussed in this paragraph four.

5)       For the purposes of this Agreement:

a)       Aggregate Consideration shall be deemed to include total value of
         Securities sold, directly or indirectly, by the Company in connection
         with the Transaction, including proceeds received by the Company upon
         exercise of options, warrants (excluding the Josephthal warrants)
         and/or similar securities (collectively, the "Options"), any amounts
         paid into escrow and any amounts payable in the future whether or not
         subject to any contingency. Notwithstanding any language in this
         Agreement to the contrary, consideration shall not be payable as a
         result of the conversion or exercise of any derivative security issued
         and outstanding as of the date of this Agreement.

                                      -66-
<PAGE>

b)       A "Control Transaction" shall mean any transaction or series or
         combination of transactions, other than in the ordinary course of trade
         or business, whereby, directly or indirectly, control of, or a material
         interest in, the Company or any of its businesses, assets or
         properties, is sold, leased or otherwise transferred, including,
         without limitation, a sale or exchange of capital stock or assets, a
         lease of assets with or without a purchase option, a merger or
         consolidation, a tender or exchange offer, a leveraged buyout, a
         restructuring, a re-capitalization, a repurchase of capital stock, an
         extraordinary dividend or distribution (whether cash, property,
         securities or a combination thereof) a liquidation, the formation of a
         joint venture or partnership, a minority investment or any other
         similar transaction. In the case of a tender or exchange offer or a
         multi-step transaction which contemplates the acquisition of more than
         50% of the Company's outstanding voting stock, a transaction shall be
         deemed to have been consummated upon the acquisition of more than 50%
         of the Company's outstanding voting power or the ability to elect a
         majority of the Company's Board of Directors.

6)       The Company shall reimburse Josephthal periodically for its reasonable
         out-of-pocket and incidental expenses incurred during the term of its
         engagement hereunder, including the fees and expenses of its legal
         counsel and those of any advisor retained by Josephthal up to 3% of the
         Aggregate Consideration raised and received by the Company in the
         transaction described on Attachment A - Preliminary Term Sheet. Such
         expenses will be fully documented and provided to the Company together
         with any request for payment. Any expenditure in excess of $5,000 must
         be approved in writing in advance by the Company.

7)       Josephthal will be acting on behalf of the Company in connection with
         this engagement, the Company agrees to indemnify the Agent as set forth
         in a separate letter agreement dated the date hereof, between the Agent
         and the Company (See: Annex A - Indemnification Provisions).

8)       Right of First Refusal - During the term of this Agreement the Company
         agrees that, if it shall pursue any of the type of Transaction whereby
         it utilizes the service of an Investment Banker, it grants the right of
         first refusal to Josephthal to act as its exclusive financial advisor
         with respect to such Transaction. Josephthal shall not be obligated to
         act as financial advisor with respect to such Transaction. Any decision
         by Josephthal to act as financial advisor with dispositions, or lead
         manager or placement agent with respect to financings or re-financings
         would be contained in separate agreements, which agreements would
         contain, among other matters, provisions for customary fees for
         transactions of similar size and nature and indemnification of
         Josephthal. The agreements with respect to financing or re-financing
         would also include such conditions precedent as due diligence, current
         conditions and approval by the requisite committees, as well as
         customary representations and warranties. The Company grants to
         Josephthal the right of first refusal to represent the Company in
         investment banking activities as described in this paragraph 8 for a
         period of one (1) year from the date of this agreement.

                                      -67-
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9)    The Company agrees that Josephthal has the right, subject to reasonable
      advance review by the Company, to place advertisements in financial and
      other newspapers and journals at its own expense describing its services
      to the Company hereunder.

10)   The provisions of paragraphs 4 through 7, 10 through 14 and the last two
      sentences of paragraph 3 shall survive any termination of this Agreement.
      The Company may terminate Josephthal's engagement hereunder if, within six
      (6) months from the date of this Agreement, Josephthal has not raised up
      to the $5 million described in paragraph 1 of this Agreement. If
      Josephthal does raise such financing within said six (6) month period,
      Josephthal shall remain as the Company's investment banker for twelve (12)
      months after said six (6) month period. After the expiration of such a
      twelve (12) month period, either party may terminate this Agreement by
      giving the other party at least 10 days prior written notice.

11)   The Memorandum to be provided to Investors and any information or advice
      given to the Company by Josephthal under this Agreement shall not be
      publicly disclosed or made available to third parties without Josephthal's
      prior consent, unless otherwise required by law or regulation or as may be
      compelled by subpoena or other judicial, administrative or regulatory
      proceeding.

12)   The Company represents and warrants to Josephthal that there are no
      brokers, representatives or other persons that have an interest in
      compensation due to Josephthal from any transaction contemplated herein.

13)   The benefits of this Agreement shall inure to the benefit of respective
      successors and assigns of the parties hereto and of the indemnified
      parties hereunder and their successors and assigns and representatives,
      and the obligations and liabilities assumed in this Agreement by the
      parties hereto shall be binding upon their respective successors and
      assigns.

14)   This Agreement may not be amended or modified except in writing and shall
      be governed and construed in accordance with the laws of the State of New
      York, without regard to principles of conflicts of law.

         Josephthal is delighted to accept this engagement and looks forward to
working with you on this assignment. Please confirm that the foregoing correctly
sets forth our agreement by signing the enclosed duplicate of this letter in the
space provided and returning it, whereupon this letter shall constitute a
binding agreement as of the date first above written.

                                      -68-
<PAGE>

                                        JOSEPHTHAL & CO. INC.

                                        By: /s/ Faith Griffin
                                            ----------------------------
                                        Faith Griffin
                                        Managing Director.


AGREED:

VENDINGDATA CORPORATION

By: /s/ Steven J. Blad
    ------------------------
Steven J. Blad
President & CEO


Date: 12/19/2000
      ----------------------

                                      -69-
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                                  ATTACHMENT A

                             PRELIMINARY TERM SHEET


Offering Size:                      $2 million to $5.0 million

Securities Offered:                 Senior Convertible Notes with Warrants

Note:
     Interest Rates:                9.5% per annum; payable quarterly.

     Term:                          18 months from issuance

     Conversion:                    Notes are convertible at the option of the
                                    holders into shares of common stock, subject
                                    to anti-dilution protection and at any time
                                    prior to the 18 month term of the Notes, at
                                    $4.00 per share

     Prepayment:                    Company has the right to prepay Notes
                                    provided that investors are given a (30 day)
                                    notice, during which period the investors
                                    will have the right to convert their Notes
                                    and the Company agrees to file a
                                    registration statement with the SEC and
                                    applicable state securities agencies with
                                    respect to the underlying shares prior to
                                    conversion/ prepayment.

Warrants:

     Warrants Coverage:             100% coverage, based on the face value of
                                    the Notes

     Warrant Exercise Price:        Warrant exercise price per share will be
                                    $4.00

     Warrant Term:                  Five years

Additional Warrants:                133,500 warrants up to 333,750 warrants (a
                                    26.7% coverage ratio applied to the number
                                    of share underlying the Notes) at a nominal
                                    exercise price ($01 per share) with a five
                                    year term


Registration:                       Customary one time Demand and Piggyback

                                      -70-
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              THE FOLLOWING ARE REVISIONS TO THE AGREEMENT LETTER
                      DATED 12/14/2000 BETWEEN VENDINGDATA
                      CORPORATION AND JOSEPHTHAL & CO. INC.

                              REVISED ATTACHMENT A

                             PRELIMINARY TERM SHEET


Offering Size:                      $2 million to $5.0 million

Securities Offered:                 Senior Convertible Notes with Warrants

Note:
     Interest Rates:                9.5% per annum; payable quarterly.

     Term:                          18 months from issuance

     Conversion:                    Notes are convertible at the option of the
                                    holders into shares of common stock, subject
                                    to anti-dilution protection and at any time
                                    prior to the 18 month term of the Notes, at
                                    $3.00 per share

     Prepayment:                    Company has the right to prepay Notes
                                    provided that investors are given a (30 day)
                                    notice, during which period the investors
                                    will have the right to convert their Notes
                                    and the Company agrees to file a
                                    registration statement with the SEC and
                                    applicable state securities agencies with
                                    respect to the underlying shares prior to
                                    conversion/ prepayment.

Warrants:

     Warrants Coverage:             100% coverage, based on the face value of
                                    the Notes

     Warrant Exercise Price:        Warrant exercise price per share will be
                                    $3.00

     Warrant Term:                  Five years

                                      -71-
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                                  ATTACHMENT B

                      STAND-BY CREDIT FACILITY TERM SHEET.

Offering size:                      $500,000

Securities Offered:                 Senior Note with warrants

Note:
     Interest Rates:                10% per annum for amount drawn down

     Term:                          12 months or on termination becomes a 30 day
                                    demand note

     Drawdown:                      Company may draw down, in $50,000
                                    increments, up to $500,000, provided that
                                    Josephthal is given 10 business days notice

     Prepayment:                    The company has the right to prepay any or
                                    all of the outstanding balance

     Repayment:                     The entire amount of the draw down,
                                    including accrued interest, must be repaid
                                    upon the closing of at least $2 million of
                                    financing contemplated by the Senior
                                    Convertible Note Offering, at which time the
                                    Stand-by Credit Facility will be terminated.

Warrants:
     Warrant Coverage:              100% coverage based on the face value of the
                                    amount of the drawdown

     Standby Warrant Coverage:      50,000 warrants exercisable at $2.50 per
                                    share

     Warrant Exercise Price:        Warrant Exercise price per share will be
                                    $2.50

     Warrant Term:                  Five years

     Other Terms:                   Same as those contemplated in the Senior
                                    Convertible Note and Warrant Offering

                                      -72-
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                                  ATTACHMENT C

            ADDITION TO THE 12/14/2000 AGREEMENT BETWEEN VENDINGDATA
                     CORPORATION AND JOSEPHTHAL & CO. INC.

In connection with the 12/14/2000 Agreement between VendingData Corporation and
Josephthal & Co. Inc., the Company agrees to compensate Josephthal Investment
Corporation, a wholly owned corporation of Josephthal Holdings, Inc., for its
role as advisor with respect to the acquisition of certain assets of Spintek
Corporation and other matters arising in connection with its business. The
Company shall issue to Josephthal Investment Corporation:

Warrants:                          200,000 warrants at a nominal exercise price
                                   ($.01 per share) with a five year term

Registration:                      Customary one time Demand and Piggyback


                                   JOSEPHTHAL INVESTMENT CORPORATION


                                   By: /s/ Faith Griffin
                                      -----------------------
                                   Faith Griffin
                                   Managing Director


AGREED:

VENDINGDATA CORPORTION


By: /s/ Steven J. Blad
   --------------------------
Steven J. Blad
President & CEO

DATE: 3/19/2001
     ---------------

                                      -73-
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                                     ANNEX A
                           Indemnification Provisions

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

In connection with the engagement of Josephthal Investment Corporation
(`Josephthal") by VendingData Corporation (the "Company") pursuant to a letter
agreement dated December 15, 2000 between the Company and Josephthal as it may
be amended from time to time (the "Letter Agreement"), the Company, hereby
agrees as follows:

1.   In connection with or arising out of or relating to the engagement of
     Josephthal under the Letter Agreement, or any actions taken or omitted,
     services performed or matters contemplated by or in connection with the
     Letter Agreement, the Company agrees to reimburse Josephthal, its
     affiliates and their respective directors, officers, employees, agents and
     controlling persons (each an "Indemnified Party") promptly upon demand for
     actual, out-of-pocket expenses (including reasonable fees and expenses for
     legal counsel) as they are incurred in connection with the investigation
     of, preparation for or defense of any pending or threatened claim, or any
     litigation, proceeding or other action in respect (hereof (collectively, a
     "Claim"). The Company also agrees (in connection with the foregoing) to
     indemnify and hold harmless each Indemnified Party from and against any and
     all out-of-pocket losses, claims, damages and liabilities, join or several,
     to which any Indemnified Party may become subject, including any amount
     paid in settlement of any litigation or other action (commenced or
     threatened) to which the Company shall have consented in writing (such
     consent not to be reasonably withheld), whether or not any Indemnified
     Party is a party and whether or not liability resulted; provided, however,
     that the Company shall not be liable pursuant to this sentence in respect
     of any loss, claim, damage or liability to the extent that a court or other
     agency having competent jurisdiction shall have determined by final
     judgement (not subject to further appeal) that such loss, claim, damage or
     liability was incurred solely as a direct result of the willful misconduct
     or gross negligence of such Indemnified Party.

2.   An Indemnified Party shall have the right to retain separate legal counsel
     of its own choice to conduct the defense and all related matters in
     connection with any Claim. The Company shall pay the reasonable fees and
     expenses of such legal counsel, and such counsel shall to the fullest
     extent, consistent with its professional responsibilities, cooperate with
     the Company and any legal counsel designated by the Company.

3.   The Company will not, without the prior written consent of each Indemnified
     Party settle; compromise or consent to the entry of any judgement in any
     pending or threatened Claim in respect of which indemnification may be
     reasonably sought hereunder (whether or not any Indemnified Person is an
     actual or potential party to such Claim), unless such settlement,
     compromise or consent includes an unconditional, irrevocable release of
     each Indemnified Person against whom such Claim may be brought hereunder
     from any and all liability arising out of such Claim.

                                      -74-
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4.   In the event the indemnity provided for in paragraphs 1 and 2 hereof is
     unavailable or insufficient to hold any Indemnified Party harmless, then
     the Company shall contribute to amounts paid or payable by an Indemnified
     Party in respect of such Indemnified Party's losses, claims, damages and
     liabilities as to which the indemnity provided for in paragraphs I and 2
     hereof is unavailable or insufficient (i) in such portion as appropriately
     reflects the relative benefits received by the Company, on the one hand,
     and the Indemnified Party, on the other hand, in connection with the
     matters as to which losses, claims, damages or liabilities relate, or (ii)
     if the allocation provided by (i) above is not permitted by applicable law,
     in such proportion as appropriately reflects not only the relative benefits
     referred to in clause (i) but also the relative fault of the Company, on
     the one hand, and the Indemnified Parties, on the other hand, as well as
     any other equitable considerations. The amounts paid or payable by a party
     in respect of losses, claims, damages and liabilities referred to above
     shall be deemed to include any reasonable legal or other out-of-pocket fees
     and expenses incurred in defending any litigation, proceeding or other
     action or claim. Notwithstanding the provisions hereof, Josephthal's share
     of the liability hereunder shall not be in excess of the amount of fees
     actually received by Josephthal under the Letter Agreement (excluding any
     amounts received as reimbursement of expenses by Josephthal).

5.   It is understood and agreed that, in connection with Josephthal's
     engagement by the Company under the Letter Agreement, Josephthal may also
     be engaged to act for the Company in one or more additional capacities, and
     that the terms of any such additional engagement may be embodied in one or
     more separate written agreements. These Indemnification Provisions shall
     apply to the engagement under the Letter Agreement and to any such
     additional engagement and any modification of such additional engagement;
     provided, however, that in the event that the Company engages Josephthal to
     act as a dealer manager in an exchange or tender offer or as an underwriter
     in connection with the issuance of securities by the Company or to furnish
     an opinion letter, such further engagement may be subject to separate
     indemnification and contribution provisions as may be mutually agreed upon.

6.   These Indemnification Provisions shall remain in full force and effect in
     connection with the transaction contemplated by the Letter Agreement
     whether or not consummated, and shall survive the expiration or termination
     of the Letter Agreement, and shall be in addition to any liability that the
     Company might otherwise have to any Indemnified Party under the Letter
     Agreement or otherwise.

7.   Each party hereto consents to personal jurisdiction and service of process
     and venue in any court in the State of New York in which any claim for
     indemnity is brought by any Indemnified Person.

                                      -75-
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JOSEPHTHAL INVESTMENT CORPORATION

BY: /s/ Faith Griffin
    -----------------------------
NAME: Faith Griffin
TITLE: Managing Director


VENDINGDATA CORPORATION

BY: /s/ Steven J. Blad
    -----------------------------
NAME: Steven J. Blad
TITLE: President/CEO

                                      -76-