**Exhibit14.1**

 

**VENDINGDATACORPORATION**

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**CODE OF ETHICS FORDIRECTORS, CHIEF EXECUTIVEAND SENIOR FINANCIAL OFFICERS**

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The Board of Directors of VendingData Corporation (the “Corporation”)has adopted this Code of Ethics (this “Code of Ethics”) as of the 8th day ofJanuary 2004.  The Code of Ethics isapplicable to the Corporation’s Board of Directors (the “Directors”), ChiefExecutive Officer, Chief Financial Officer, Controller and any otherindividuals serving in similar capacities (the “Senior Officers” andcollectively with the Directors, the “Directors and Senior Officers”).

 

The Code of Ethics is designed to serve as the foundation of theCorporation’s standards of behavior and to promote honest and ethical conduct,proper disclosure of financial information in the Corporation’s periodicreports, and compliance with applicable laws, rules, and regulations by theCorporation’s Directors and Senior Officers who have operating and financialresponsibilities.

 

# **I.**                                         PRINCIPLES AND PRACTICES

 

In performing his or her duties, each Director and Senior Officer must:

 

## **1.1.**                              Maintainhigh standards of honest and ethical conduct and avoid any actual or apparentconflict of interest as discussed in this Code of Ethics;

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## **1.2.**                              Reportto the Audit Committee of the Board of Directors any conflict of interest thatmay arise and any material transaction or relationship that reasonably could beexpected to give rise to a conflict;

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## **1.3.**                              Provide,or cause to be provided, full, fair, accurate, timely, and understandabledisclosure in reports and documents that the Corporation files with or submitsto the Securities and Exchange Commission and in other public communications;

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## **1.4.**                              Complyand take all reasonable actions to cause others to comply with applicablegovernmental laws, rules, and regulations; and

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## **1.5.**                              Promptlyreport violations of this Code of Ethics to the Audit Committee of the Board ofDirectors.

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# **II.**                                     POLICIES AND PRACTICES

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The Corporation and its employees are governed by numerous statutory,regulatory and administrative guidelines. Compliance with these laws andregulations is paramount to maintaining the Corporation’s reputation andability to serve the markets in which it operates.  In order to ensure such compliance, the Corporation hasinstituted numerous policies and practices to ensure that its Directors andSenior Officers act with the utmost integrity and ethics and avoidimproprieties in the conduct of the Corporation’s business. 

 

In performing his or her duties, each Director and Senior Officer mustprotect the Corporation against questionable associations and protect theintegrity and reputation of the Corporation in the conduct of its business.

 

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## **2.1.**                            CONFLICTS OF INTEREST

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A conflict of interest may arise in any situation in which theloyalties of a Director or Senior Officer are divided between businessinterests that, to some degree, are incompatible with the interests of theCorporation.  All such conflicts shouldbe avoided.  The Corporation demandsabsolute integrity from all its Directors and Senior Officers and will nottolerate any conduct that falls short of that standard.  The Corporation expects that no Director orSenior Officer will knowingly place himself or herself in a position that wouldhave the appearance of being, or could be construed to be, in conflict with theinterests of the Corporation.  Somesituations typically considered a conflict of interest for a Director or SeniorOfficer are as follows: 

 

•                                          Having an interest in a firm that does business withthe Corporation or engaging in a private business relationship with a person orfirm doing business with the Corporation, particularly if the Director orSenior Officer supervises the Corporation’s relationship with that person orfirm. 

 

•                                          Engaging in a private business relationship with theSenior Officer’s supervisor or an employee whom the Senior Officer supervises. 

 

•                                          Engaging in a competing business or owning stock orother securities of a competitor other than insignificant interests, where“insignificant” shall mean the lesser of (i) under 1% of the total outstandingclass of the competitor’s securities or (ii) 5% or less of the personal networth of the Director or the Senior Officer. 

 

•                                          Engaging in a private business venture with an officeror other employee of a firm which competes with the Corporation. 

 

•                                          Using the Corporation’s resources for personalbenefit, such as using the Corporation’s staff or assets for personal businessor the Corporation’s funds to purchase gifts for employees who have the abilityto influence the Senior Officer’s career. 

 

•                                          Soliciting gifts or other things of value from theCorporation’s employees, or accepting gifts of substantial value from employeeswhose careers the Director or Senior Officer has the ability to influence. 

 

•                                          Having an interest in or speculating in products orreal estate whose value may be affected directly by the Corporation’s business.

 

•                                          Improperly divulging or using confidential informationsuch as the Corporation’s plans, operating or financial data or computerprograms. 

 

## **2.2.**                            RELATIONSHIPS WITHPUBLIC OFFICIALS; POLITICAL CONTRIBUTIONS

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All Directors and Senior Officers engaged in business with agovernmental body or agency must know and abide by the specific rules andregulations covering relations with public agencies.  Such Director and Senior Officers must also conduct themselves ina manner that avoids any dealings that might be perceived as attempts toinfluence public officials in the performance of their official duties.  In order to promote and preserve public trustand confidence in the integrity of the gaming industry and to ensure conformitywith the highest standards of conduct, free from the appearance of impropriety,the

 

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Corporation prohibits Directors and Senior Officers from engaging inany activity inconsistent with those aims. 

 

In terms of political contributions, the use of any funds or otherassets of the Corporation or any subsidiary, either directly or indirectly, forany unlawful purpose, for example, political contributions made in violation ofapplicable law, is also strictly prohibited. Federal law generally prohibits the contribution of corporate funds topolitical candidates or parties, and to any other organization that might usethe contributions for a political candidate or party.  This prohibition also extends to indirect expenditures on behalfof a candidate or elected official, such as travel on corporate aircraft or useof telephones and other corporate equipment. Some state laws have similarlimitations on the contribution of corporate funds to political candidates orparties as well as on the amounts that can be contributed to a candidate.  No influence shall be exerted by anyDirector or Senior Officer on another employee to make any personal politicalcontributions or to engage in any political activity inconsistent with thatemployee’s personal inclinations.  In noevent may a Director or Senior Officer or an employee be reimbursed by the Corporationin any manner for political activities or contributions.

 

## **2.3.**                            BRIBERY, KICKBACK ANDFRAUD; PROHIBITED RECEIPTS AND PAYMENTS

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No funds or assets of the Corporation shall be paid, loaned orotherwise disbursed as bribes, “kickbacks”, or other payments designed toinfluence or compromise the conduct of the recipient; and no employee of theCorporation shall accept any funds or other assets (including those provided aspreferential treatment to the employee for fulfilling their responsibilities),for assisting in obtaining business or for securing special concessions fromthe Corporation.  The Directors andSenior Officers are prohibited from engaging in the following transactions toobtain business, retain business or direct business to others, or to induce agovernment official or employee to fail to perform or to perform improperly hisor her official functions. 

 

•                                          Payment or offer to pay anything of value, directly orindirectly, to any domestic or foreign government official or employee. 

 

•                                          Payment or offer to pay anything of value, directly orindirectly, to any party in the form of a commercial bribe, influence paymentor kickback. 

 

•                                          Receipt or acceptance of anything of value directly orindirectly, from any party in the form of a commercial bribe, influence paymentor kickback. 

 

The Corporation prohibits establishing or maintaining unrecorded fundsor assets of the Corporation or any of its subsidiaries and the making of falseor misleading entries in the books and records of the Corporation or any of itssubsidiaries.  The Corporation alsoprohibits payments on its behalf or on behalf of any subsidiary withoutadequate supporting documentation or with the intention or understanding thatany part of such payment is to be used for any purpose other than thatdescribed in the document supporting the payment. 

 

Any Director or Senior Officer found to be receiving, accepting orcondoning a bribe, kickback, or other unlawful or prohibited payment, orattempting to initiate such activities, will be subject to termination andpossible criminal proceedings against them. Any Director or Senior Officer found to be attempting fraud or engagingin fraud will be subject to termination and possible criminal proceedingsagainst them.  All Directors and SeniorOfficers have a responsibility to report any actual or attempted bribery,kickback or fraud to the Audit Committee of the Board of Directors. 

 

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## **2.4.**                            ANTITRUST LAWS

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The federal government, most state governments, and many foreigngovernments have enacted antitrust or “competition” laws. These laws prohibit“restraints of trade”, which is certain conduct involving competitors,customers or suppliers in the marketplace. The purpose of such laws is toensure that markets for goods and services operate competitively andefficiently, so that customers enjoy the benefit of open competition amongtheir suppliers and sellers similarly benefit from competition among theirpurchasers.  Strict compliance with antitrustand competition laws around the world is essential. These laws are verycomplex.  Some types of conduct arealways illegal under the antitrust laws of the United States and many othercountries. To remain above suspicion, all Directors and Senior Officers shouldavoid even discussing the following subjects with competitors: 

 

•                                          Prices, terms or conditions of sale; 

 

•                                          Credit terms and discounts; 

 

•                                          Costs and profits; 

 

•                                          Market share, sales territories or sales volume; 

 

•                                          Distribution practices and deliveries; 

 

•                                          Selections, rejections or termination of customers; 

 

•                                          Production or sales volume; and

 

•                                          Proposed markets, locations of proposed facilities. 

 

If discussions on these subjects should arise in a meeting wherecompetitors are present, all Directors and Senior Officers should immediatelydisassociate themselves from the conversation and leave the meeting. The AuditCommittee should be notified immediately. 

 

Antitrust laws may be implicated in the Corporation’s relations withcustomers as well.  It may be unlawfulto sell the same product to competing customers at different prices, andgenerally, competing customers should be treated on a proportionately equalbasis when granting sales promotions, promotion discounts, advertisingallowances or assistance in the form of services and facilities. 

 

# **III.**                                 WAIVER

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Any request for a waiver of any provision of this Code of Ethics mustbe in writing and addressed to the Audit Committee of the Board ofDirectors.  Any waiver of this Code ofEthics will be disclosed promptly on Form 8-K or any other means approved bythe Securities and Exchange Commission.

 

# **IV.**                                COMPLIANCE AND ACCOUNTABILITY

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This Code of Ethics is not intended as a comprehensive review of lawsrelated to the principles and practices regulating Directors and SeniorOfficers and the policies and practices related to conflicts of interests,relationships with public officials, prohibited receipts and payments andantitrust laws.  This

 

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Code of Ethics is not a substitute for expert advice. If any Directoror Senior Officer has questions concerning a specific situation, the Directoror Senior Officer should contact the Audit Committee of the Board of Directorsor the Corporation’s general counsel or corporate counsel before taking action.

 

The Audit Committee of the Board of Directors will assess compliancewith this Code of Ethics, report material violations to the Board of Directorsand recommend appropriate action to the Board of Directors.

 

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**ACKNOWLEDGEMENT**

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The undersigned, a Director or Senior Officer ofVendingData Corporation, has had the opportunity to review this Code of Ethics,fully understands the principles, practices and policies contained in this Codeof Ethics, is in compliance with this Code of Ethics and is not aware of, norsuspects, any violation of this Code of Ethics by any other Director or SeniorOfficer of VendingData Corporation.

 

 
| BY:    |   |   | DATE:  |   |
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| NAME:  |   |   |   |   |
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| TITLE: |   |   |   |   |

 

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