EXHIBIT A

                      FORM OF 10% SECURED PROMISSORY NOTE


THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO
TRANSFER OF THIS NOTE SHALL BE VALID OR EFFECTIVE UNLESS MADE IN ACCORDANCE WITH
THE APPLICABLE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND STATE
SECURITIES LAWS OR ANY AVAILABLE EXEMPTION THEREUNDER.



                             VENDINGDATA CORPORATION



                           10% SECURED PROMISSORY NOTE
                           ---------------------------



$__________                                                     ___________ 2001



         FOR VALUED RECEIVED, the undersigned, VENDINGDATA CORPORATION, a Nevada
corporation (the "Maker"), hereby promises to pay to the order of __________ or
its assigns (the "Payee"), the principal sum of __________________ DOLLARS
($_______), together with interest on the outstanding principal balance
hereunder from the date hereof at the rate and in the manner set forth below.
All payments of principal or interest or both shall be paid as set forth below,
and each such payment shall be made in lawful money of the United States of
America.

         This Note was issued by the Maker to the Payee on the date hereof in
connection with a stand-by credit facility in an aggregate amount of $500,000
(each individually a "Note" and collectively the "Notes") and common stock
purchase warrants, and is secured pursuant to the security agreement among the
Maker and Josephthal & Co. Inc. (the "Security Agreement").

         This Note is subject to the following terms and conditions:

         1. PAYMENTS OF PRINCIPAL AND INTEREST. All unpaid accrued interest
shall be due and payable quarterly, and the entire principal balance of this
Note, together with any unpaid accrued interest, shall be due and payable on
___________, 2002, unless earlier prepaid in accordance with Section 3 or 4
hereof, or upon expiration of the Term as that term is defined in that certain
Stand-By Credit Agreement between Maker and Josephthal & Co. Inc. where
outstanding Notes automatically convert into 30 day demand promissory notes.

         2. INTEREST RATE. This Note will bear interest (i) at the rate of ten
percent (10%) per annum from the date hereof to and including ___________, 2002,
and (ii) at the election of the Payee, at the rate of eighteen percent (18%) per
annum following the occurrence of and during the continuance of an Event of
Default. Interest on this Note shall be calculated on the basis of a 360-day
year of twelve 30-day months.

                                      -82-
<PAGE>

         3. OPTIONAL PREPAYMENT. The Maker shall have the right to prepay,
without premium or penalty, at any time after the date hereof, all or any
portion, in an amount not less than $10,000, of the outstanding principal
balance of this Note, together with accrued interest on the principal amount
prepaid, upon five business days prior written notice to the Payee.

         4. MANDATORY PREPAYMENTS.

         (a) The Maker shall prepay all outstanding principal of and accrued and
unpaid interest on this Note immediately following the occurrence of:

         (i)      The sale by the Maker or any parent or subsidiary of the Maker
                  or other entity under common control with the Maker now or
                  hereafter existing (each such parent, subsidiary or other
                  entity, a "Subsidiary") of securities (as defined in the
                  Securities Act ("Securities")) pursuant to a registration
                  statement under the Securities Act of 1933, as amended (the
                  "Securities Act") declared effective by the Securities and
                  Exchange Commission (other than in connection with a
                  transaction contemplated by Rule 145(a) promulgated under the
                  Securities Act or pursuant to Form S-8 or any equivalent form)
                  with a minimum gross proceeds to the Maker of $5,000,000;

         (ii)     The merger or consolidation of the Maker into or with another
                  corporation or other entity, the sale of all or substantially
                  all of the assets of the Maker or the sale or issuance of
                  capital stock by the Maker, in each case under circumstances
                  in which the holders of a majority in voting power of the
                  outstanding capital stock of the Maker, immediately prior to
                  such merger, consolidation, sale, or issuance own less than a
                  majority in voting power of the outstanding shares of capital
                  stock of the Maker or the surviving or resulting entity
                  immediately following such merger, consolidation, sale
                  transfer or other transaction; or

         (iii)    The issuance or sale of equity Securities, including
                  convertible debt and debt with warrants, by the Maker or any
                  Subsidiary in one or more transactions exempt from the
                  registration requirements of the Securities Act pursuant to
                  Section 3(b) or 4(2) thereof or any rule or regulation
                  thereunder (each such transaction a "Private Equity
                  Placement") yielding aggregate gross proceeds in an amount
                  equal to or greater than $2,000,000.

         5. REPRESENTATIONS AND WARRANTIES. The Maker hereby represents and
warrants to the Payee that:

         (a) The Maker has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Nevada, with the
requisite corporate power and authority to own, lease and operate its properties
and conduct is business as presently conducted or proposed to be conducted;

                                      -83-
<PAGE>

         (b) The execution and delivery of this Note (i) is within the Maker's
corporate powers and has been duly authorized by all necessary corporate and, if
required, stockholder, action; and (ii) has been duly executed and delivered by
the Maker and constitutes a legal, valid and binding obligation of the Maker
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency or other laws affecting creditors' rights generally and subject to
general principles of equity;

         (c) Except as provided in Schedule 5(c), the execution and delivery of
this Note (i) does not require any consent or approval of, registration or
filing with, or any other action by, any governmental authority, (ii) will not
violate any applicable law or regulation or the articles of incorporation or
bylaws of the Maker or any order of any governmental authority, (iii) will not
violate or result in a default under any agreement or instrument evidencing or
governing any material indebtedness of the Maker or its assets or give rise to a
right thereunder to require any payment to be made, and (iv) will not result in
the creation or imposition of any lien on any asset of the Maker, other than as
contemplated by this Note;

         (d) The authorized, issued and outstanding capital stock of the Maker
is as set forth in Schedule 5(d). Except as described in Schedule 5(d), the
Maker does not have outstanding any options to purchase, or warrants to
subscribe for, or any securities or obligations convertible into or exchangeable
or exercisable for, or any contracts or commitments to issue or sell, any shares
of its capital stock or any such warrants, securities or obligations. The
holders of the capital stock of the Maker do not have any preemptive rights with
respect to the issuance of the warrants issued in connection with this Note or
with respect to any other Securities issued by the Maker, any contractual
restrictions on the transfer of any shares of capital stock of the Maker, any
voting agreements, proxies or trust with respect to the capital stock of the
Maker or any contractual rights to cause the Maker to have such shares of
capital stock registered under the Securities Act.

         6. COVENANTS.

         (a) PAYMENT OF NOTE. The Maker will punctually pay or cause to be paid
the interest and principal on this Note at the date and place and in the manner
specified herein. Any sums required to be withheld from any payment of principal
or interest on this Note by operation of law or pursuant to any order, judgment,
execution, treaty, rule or regulation may be withheld by the Maker and paid over
in accordance therewith.

         Nothing in this Note or in any other agreement between the Payee and
the Maker shall require the Maker to pay, or the Payee to accept, interest in an
amount which would subject the Payee to any penalty or forfeiture under
applicable law. If the payment of any charges, fees or other sums due under this
Note or provided for in any other agreement between the Maker and the Payee are
or could be held to be in the nature of interest and would subject the Payee to
any penalty or forfeiture under applicable law, then IPSO FACTO the obligations
of the Maker to make such payment to the Payee shall be reduced to the highest
rate authorized under applicable law and, in the event that the Payee shall have
ever received, collected, accepted or applied as interest any amount in excess
of the maximum rate of interest permitted to be charged by applicable law, such
amount which would be excess interest under applicable law shall be applied
first to the reduction of principal then outstanding, and, second, if such
principal amount is paid in full, any remaining excess shall forthwith be
returned to the Maker.

                                      -84-
<PAGE>

         (b) MAINTENANCE OF PROPERTIES. The Maker shall reasonably maintain in
good repair, working order and condition its properties and other assets, and
those of any subsidiary, and from time to time make all reasonably necessary or
desirable repairs, renewals and replacements thereto.

         (c) PAYMENT OF TAXES. The Maker shall, and shall cause each subsidiary
to, set aside for payment, or discharge before the same shall become delinquent,
all taxes, assessments and governmental charges levied or imposed upon the Maker
or any Subsidiary, as the case may be, or upon their respective income, profits
or property; PROVIDED, HOWEVER, that neither the Maker nor any Subsidiary shall
be required to pay or discharge or cause to be paid or discharged any such tax,
assessment or charge or claim whose amount, applicability or validity is being
contested in good faith by appropriate proceedings and for which proper reserves
have been established.

         (d) COMPLIANCE WITH STATUTES. The Maker shall, and shall cause any
Subsidiary to, comply in all material respects with all applicable statutes and
regulations of the United States of America and of any state or municipality and
of any agency of any thereof, in respect of the conduct of business, and the
ownership of property by the Maker or any Subsidiary; PROVIDED, HOWEVER, that
nothing contained in this Section shall require the Maker or any Subsidiary to
comply with any such statute or regulation so long as its legality or
applicability shall be contested in good faith.

         (e) LIENS. The Maker shall not, and shall not permit any of its
Subsidiaries to, create, incur or suffer to exist any liens, claims or
encumbrances upon any of its or its Subsidiaries' assets or properties, except
for those in existence on the date hereof or incurred in connection with (i) the
issuance of the Notes, (ii) lines of credit obtained by Debtor from
institutional lenders acceptable to Josephthal & Co. Inc. pursuant to
intercreditor agreements in form and substance acceptable to Josephthal & Co.
Inc., (iii) debt expressly subordinate to the Notes, or (iv) purchase price
liens.

         (f) RESTRICTIONS ON DIVIDENDS, REDEMPTIONS, ETC. The Maker shall not,
and shall cause its subsidiaries (other than wholly-owned Subsidiaries) not to,
(i) declare or pay any dividend or make any other distribution on any equity
Securities of the Maker, except dividends or distributions payable in equity
Securities of the Maker or (ii) purchase, redeem or otherwise acquire or retire
for value any equity Securities of the Maker, except equity Securities acquired
upon conversion thereof into other equity Securities of the Maker.

         (g) TRANSACTIONS WITH AFFILIATES. The Maker shall not itself, and shall
not permit any Subsidiary to, engage in any transaction of any kind or nature
with any Affiliate of the Maker or any Subsidiary, other than a wholly owned
Subsidiary of the Maker, unless such transaction is upon terms which are fair to
the Maker or such Subsidiary, as the case may be, and which are reasonably
similar to, or more beneficial to the Maker or such Subsidiary than the terms
deemed likely to occur in similar transactions with unrelated persons under the
same circumstances.

                                      -85-
<PAGE>

         (h) INDEBTEDNESS. The Maker shall not, and shall not permit any of its
Subsidiaries to, incur any liability or obligation, direct or contingent, for
borrowed money, except in connection with the issuance of the Notes, lines of
credit obtained by Debtor from institutional lenders acceptable to Josephthal &
Co. Inc. pursuant to intercreditor agreements in form and substance acceptable
to Josephthal & Co. Inc., or debt expressly subordinate to the Notes.

         (i) FURTHER ASSURANCES. The Maker shall execute any and all further
documents, financing statements, agreements and instruments, and take all such
further actions (including the filing and recording of financing statements,
fixture filings and other documents), and provide any such information which the
Payee may reasonably request.

         7. EVENTS OF DEFAULT. The following are Events of Default hereunder:

         (a) any failure by the Maker to pay when due all or any portion of
principal or accrued interest hereunder where such nonpayment shall have
remained uncured for a period of ten (10) days following the receipt of the
Payee's written notice of such nonpayment;

         (b) any failure by the Maker to comply with any of the covenants,
conditions or agreements set forth in this Note, and such default shall continue
uncured for a period of ten (10) days after notice to the Maker from the Payee;

         (c) any representation, warranty or statement of fact made by or on
behalf of the Maker or by any officer of the Maker in connection with the
transactions contemplated hereby proves to have been incorrect, false or
misleading in any material respect on the date on which made;

         (d) if the Maker or any Subsidiary of the Maker shall (i) apply for or
consent to the appointment of a receiver, trustee, custodian or liquidator or
any of its property, (ii) admit in writing its inability to pay its debts as
they mature, (iii) make a general assignment for the benefit of creditors, (iv)
be adjudicated bankrupt or insolvent or be the subject of an order for relief
under Title 11 of the United States Code, or (v) file a voluntary petition in
bankruptcy or have a petition of bankruptcy, reorganization, insolvency,
readjustment of debt, dissolution or liquidation filed against it by law or
statute, or an answer admitting the material allegations of a petition filed
against it in any proceeding under any such law, or (vi) take or permit to be
taken any action in furtherance of or for the purpose of effecting any of the
foregoing;

         (e) if any order, judgment or decree shall be entered, without the
application, approval or consent of the Maker or any subsidiary of the Maker, by
any court of competent jurisdiction, approving a petition seeking reorganization
of the Maker or any subsidiary of the Maker or appointing a receiver, trustee,
custodian, liquidator or other such official of the Maker or any Subsidiary, or
of all or a substantial part of its assets, and such order, judgment or decree
shall continue unstayed and in effect for any period of thirty (30) days;

         (f) any dissolution, liquidation or winding up of the Maker or any
substantial portion of its business;

         (g) any default under the Security Agreement or any other security or
financing agreement to which the Maker and the Payee or any of their
predecessors in interest are parties;

                                      -86-
<PAGE>

         (h) one or more judgments for the payment of money in an aggregate
amount in excess of $50,000 shall be rendered against the Maker or any
Subsidiary and not vacated or satisfied within thirty (30) days of such judgment
or any action shall be legally taken by a creditor of the Maker or any
Subsidiary to attach or levy upon any assets of the Maker or any Subsidiary to
enforce any judgment or claim;

         (i) any failure by the Maker to meet its payroll obligations for any
pay period on the dated on when such payroll obligation is normally due, unless
such failure is a justifiable corporate action.

         8. REMEDIES ON DEFAULT. If any Event of Default shall occur and be
continuing, then the entire principal balance and all accrued interest under
this Note shall, at the option of the holder hereof (except in the case of any
Event of Default under Sections 7(d) or 7(e) above, in which event acceleration
shall be automatic), become immediately due and payable, without notice or
demand.

         9. SECURITY. The payment of this Note will be secured as provided in
the Security Agreement.

         10. SENIORITY. The payment of this Note is senior to all other
obligations of the Maker whether now existing or hereinafter incurred, other
than as contemplated herein and except for lines of credit obtained by the Maker
from institutional lenders acceptable to Josephthal & Co. Inc. pursuant to
intercreditor agreements in form and substance acceptable to Josephthal & Co.
Inc.

         11. CERTAIN WAIVERS. Except as otherwise expressly provided in this
Note, the Maker hereby waives diligence, demand, presentment for payment,
protest, dishonor, nonpayment, default, and notice of any and all of the
foregoing.

         12. LOSS, THEFT, DESTRUCTION OR MUTILATION OF NOTE. Upon notice by the
Payee to the Maker of the loss, theft, destruction or mutilation of this Note,
and of indemnity or security reasonably satisfactory to the Maker, and upon
reimbursement to the Maker of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Note, if mutilated, the Maker will make
and deliver a new Note of like tenor, in lieu of this Note.

         13. NOTICE. Any notice or other communication required or permitted
hereunder shall be in writing and shall be delivered personally, telegraphed or
sent by certified, registered, or express mail, postage prepaid, and shall be
deemed given when so delivered personally, telegraphed or, if mailed, five (5)
days after the date of deposit in the United States mails, as follows:

                           If to the Maker:

                           VendingData Corporation
                           6830 Spencer Street
                           Las Vegas, Nevada  89119
                           Attention:  Steven J. Blad
                                       President and Chief Executive Officer

                                      -87-
<PAGE>

With a copy to             Kummer Kaempfer Bonner & Renshaw
                           3800 Howard Hughes Parkway, 7th Floor
                           Las Vegas, Nevada  89109
                           Attention: Michael J. Bonner, Esq.

                           If to the Payee:


                           -------------------
                           Josephthal & Co. Inc.
                           200 Park Avenue, 25th Floor
                           New York, New York 10166

         14. AMENDMENTS. This Note may not be changed orally, but only by an
agreement in writing and signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.

         15. GOVERNING LAW; WAIVER OF JURY TRIAL. This Note shall be deemed to
be a contract made under the laws of the State of New York and shall be governed
by and construed in accordance with the laws of the State of New York. THE MAKER
HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING FOR THE
ENFORCEMENT OR COLLECTION OF THIS NOTE. The Maker hereby agrees that the Payee,
at its 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.

         16. COLLECTION COSTS. In the event that the Payee shall, after the
occurrence and during the continuance of an Event of Default (and provided that
the Payee shall be permitted, at such time, to enforce its rights hereunder and
retain payments received hereunder), turn this Note over to an attorney for
collection, the Maker shall further be obligated to the Payee for the Payee's
reasonable attorneys' fees and expenses incurred in connection with such
collection as well as any other costs incurred by Payee in connection with the
collection of all amounts due hereunder.

         17. SUCCESSORS AND ASSIGNS. All the covenants, stipulations, promises
and agreements in this Note contained by or on behalf of the Maker shall bind
its successors and assigns, whether or not so expressed.

         18. HEADINGS. The headings in this Note are solely for convenience of
reference and shall be given no effect in the construction or interpretation of
this Note.

                                      -88-
<PAGE>

         IN WITNESS WHEREOF, the Maker has duly caused this Note to be signed on
its behalf, in its corporate name and by its duly authorized officer as of the
date first set forth above.


                                         VENDINGDATA CORPORATION

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


                                      -89-
<PAGE>

                                  SCHEDULE 5(A)

         OUTSTANDING WARRANTS, OPTIONS AND OTHER CONVERTIBLE SECURITIES


                                      -90-
<PAGE>

                                  SCHEDULE 5(d)
                                 CAPITALIZATION


                                      -91-