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***Exhibit10.41***

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***DISTRIBUTION, SERVICE AND SUPPORT AGREEMENT***

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This Distribution,Service and Support Agreement (this “Agreement”) is made and enteredinto as of  June 4, 2007,  by and among Happ Controls, Inc., anIllinois corporation and Suzo and any of its affiliates (AESI together withHapp and Suzo, the “Service Provider”), and VendingData Corporation,  a Nevada corporation (“Principal”).

 

**RECITALS**

 

A.            The Principal is engaged in thebusiness of manufacturing and marketing Products (as defined in Section 1.1)throughout the world.

 

B.             Service Provider is engaged in thebusiness of distributing gaming components, servicing and supporting electronicgaming devices, and performing final manufacturing assemblies as necessary,product and/or gaming jurisdiction dependent, and has the experience and skillsnecessary to provide the Service and Support (as defined in Section 1.1)for the Principal’s Products throughout the Territory (as defined in Section 1.1).

 

C.             The Principal desires to retainService Provider to provide Distribution Service and Support for the Principal’sProducts throughout the Territory, and Service Provider desires to provide suchDistribution, Service and Support for the Principal’s Products throughout theTerritory, all upon and subject to the terms and conditions set forth in thisAgreement.

 

NOW, THEREFORE, inconsideration of the foregoing and mutual covenants and agreements contained inthis Agreement, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto, intending tobe legally bound, agree as follows:

 

ARTICLE I

DEFINITIONS

 

1.1           Definitions.** **Asused in this Agreement, the following capitalized terms shall have the meaningsindicated below:

 

“AuthorizedGaming Customers” shall mean legalized gaming establishments, including butnot limited to: casinos, racinos, and card clubs.

 

“Principal’s Products”shall mean equipmentor mechanical, electromechanical or electronic components used in legalizedgaming establishments marketed by the Principal which are licensed for sale andplay or use in the Territory.

 

“Distribution,Service and Support” shall mean any sale, installation, conversion,repair, replacement and adjustment necessary to maintain the Principal’s Productsin, or restore the Principal’s Products to, good working order under normal useand operating conditions.

 

“Territory”shall mean the geographic area identified in Exhibit A attachedhereto.

 

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ARTICLE II

APPOINTMENT OF SERVICEPROVIDER

 

2.1           Appointment ofService Provider.  For and during theTerm (as defined in Section 3.1), and subject to the terms andconditions of this Agreement, the Principal appoints Service Provider as theexclusive distributor and service provider to provide Distribution, Service andSupport for the Principal’s Products throughout the Territory.

 

2.2           Other Representatives and Service Providers.  Duringthe Term, the Principal will not appoint any other person, firm, corporation orother entity to provide the Distribution, Service and Support for the Principal’sProducts within the Territory.

 

ARTICLE III

TERM AND TERMINATION

 

3.1           Term.   The term of this Agreement shall be two (2) yearsfrom the date of this Agreement (the “Initial Term”) and shallautomatically extend for successive periods of one (1) year each (the “RenewalTerms”), unless otherwise terminated by either Service Provider or thePrincipal upon written notice of termination to the other party at least ninety(90) days prior to the date of effect of the Renewal Term.  Any Renewal Term shall be upon the same termsand conditions stated in this Agreement; provided that, any fees payable toService Provider by the Principal pursuant to this Agreement shall be subjectto adjustment as mutually agreed to by the parties in good faith.  The Initial Term, together with any RenewalTerms, is hereinafter collectively referred to as the “Term.”

 

3.2           Termination ofthis Agreement.  This Agreement maybe terminated prior to the expiration of the Term by written notice to theother party (which notice shall specify the specific grounds for terminationand the termination date) as follows:

 

(a)           by either Service Provider or thePrincipal if there has been a material breach by the other party of any of theprovisions in this Agreement, and such breach is not cured within thirty (30)days after written notice of such breach is given by the non-breaching party tothe breaching party; or

 

(b)           by Service Provider or the Principal,effective immediately, if

 

(i)            Either the Service Provider or thePrincipal fails to make any payment to the receiving party when due; or

 

(ii)           Any law or regulation should beadopted in the Territory that would restrict Service Provider’s terminationrights or otherwise invalidate any provisions in this Agreement; or

 

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(c)           by either Service Provider or thePrincipal if the other party becomes the subject of any voluntary orinvoluntary bankruptcy, receivership, or other insolvency proceedings and suchproceedings shall not be dismissed within forty-five (45) days;or

 

(d)           by either Service Provider or thePrincipal if the other party makes any false or untrue statements orrepresentations to the other party in this Agreement or in the performance ofits respective obligations under this Agreement.

 

(e)           by either Service Provider or thePrincipal without cause upon 180 days written notice.

 

3.3           Effect of Termination.

 

(a)           Termination of this Agreement willnot release either Service Provider or the Principal from any liability orobligation which, at the time of such termination, has already accrued or whichthereafter may accrue in respect to any act or omission prior to suchtermination, nor will any such termination affect in any way the survival ofany right, duty or obligation of any party which is expressly stated elsewherein this Agreement to survive the termination.

 

(b)           Under no circumstances shall ServiceProvider be liable to the Principal by reason of termination, expiration or nonrenewal of this Agreement for compensation, reimbursement, or damages for lostprofits, loss of prospective compensation or unjust enrichment, goodwill orloss thereof or expenditures, investments, leases, or any type of commitmentmade by the Principal in connection with its business or in reliance on theexistence of this Agreement.

 

(c)           Upon termination of this Agreementthe following additional provisions shall apply:

 

(i)            Service Provider shall cease torepresent itself as a service provider for the Principal’s Products and thePrincipal shall cease to claim that Service Provider is the service providerfor the Principal’s Products.

 

(ii)           Service Provider shall within thirty(30) days of the termination of this Agreement return to the Principal, at thePrincipal’s sole cost and expense, or destroy all technical and commercialmaterials which the Principal has furnished to the Service Provider, as well asall demonstration models if any, which are still in Service Provider’s possession.

 

(iii)          The Principal shall purchase from theService Provider, all excess spare parts and finished goods related to thePrincipal’s Products in the Service Provider’s possession at the same pricesuch spare parts were purchased by the Service Provider and upon payment theService Provider shall deliver those spare parts and finished goods to alocation as reasonably directed by the Principal at the Principal’s sole costand expense.

 

(iv)          The Principal shall assume all ServiceContracts originally tendered by the Principal and additional contracts fromthe Service Provider, all excess spare parts related 

 

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to the Principal’sProducts in the Service Provider’s possession at the same price such spare partswere purchased by the Service Provider.

 

(v)           Service Provider shall have theright, in its sole discretion, to notify any persons, including, but notlimited to, any governmental authorities or customers that this Agreement has terminated.

 

ARTICLE IV

LIMITATION ONREPRESENTATION

 

4.1           Relationship of Parties.  The relationship of Service Provider and thePrincipal which is created under this Agreement is that of an independentcontractor.  This Agreement is notintended to create and shall not be construed as creating between ServiceProvider and the Principal the relationship of affiliate, principal and agent,joint venture, partnership, or any other similar relationship, the existence ofwhich is hereby expressly denied. Neither Service Provider nor the Principal shall have (nor shall it holditself out as having) any right, power or authority to make or incur anylegally binding agreement, obligation, representation, warranty or commitmenton behalf of the other party.

 

ARTICLE V

OBLIGATIONS OF THE SERVICEPROVIDER

 

5.1           Services to be Performed by theService Provider.  The ServiceProvider shall provide the following services, as reasonably requested by the Principal.

 

(a)           Sales, Distribution, Service andSupport.  The Service Provider shallprovide exclusive Sales, Distribution, Service and Support for the Principal’sProducts and shall not provide sales, distribution, service, and support forproducts which compete with products of the Principal.

 

(b)           Documentation.  The Service Provider, as applicable, shallprovide reasonable documentation to the Principal regarding all Service andSupport performed by the Service Provider on the Principal’s Products pursuantto all of the Principal’s Work Orders and all spare parts used in connectiontherewith.  The Service Provider, asapplicable, shall provide such documentation within thirty (30) days of the endof each calendar month.  A copy of thePrincipal’s Work Order form is attached hereto as Exhibit B.

 

(c)           Training.  The Service Provider at the Principal’s solecost and expense shall offer training and support as reasonably requested by thePrincipal to ensure that the Principal’s Authorized Gaming Customers have anappropriate level of knowledge with regard to the Principal’s Products.  The level of training provided by the ServiceProvider to each Authorized Gaming Customer shall be mutually agreed to by theService Provider, on the one hand, the Principal, on the other hand.  In addition, upon reasonable request by thePrincipal, the Service Provider shall distribute, to the Principal’s AuthorizedGaming Customers supporting documentation for the Principal’s Products,including, service manuals, updates, and technical 

 

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bulletins. Any such documentation shall be delivered to the Service Provider from thePrincipal with instructions for distribution and at no cost to the ServiceProvider.  Service Provider expresslydisclaims any responsibility or liability for any of the information includedin such documentation.

 

(d)           Licenses, Taxes and Fees.  Service Provider shall maintain all its existingmaterial business and gaming licenses necessary under the laws of theapplicable jurisdictions, and pay all applicable taxes and fees with respect tothe discharge of Service Provider’s Service and Support of the Principal’sProducts, except that nothing in this section shall be construed in a mannerthat would require Service Provider to acquire gaming licenses or productapprovals in any jurisdiction.

 

(e)           Reasonable Efforts.  Service Provider shall use its reasonableefforts to sell service and support the Principal’s Products to the Principal’sAuthorized Gaming Customers.

 

(f)            Duties non-delegable.  The Principal is retaining the services ofService Provider based, in part, upon Service Provider’s experience andexpertise in the gaming industry. Subject to the provisions of Section 11.8 of this Agreement,the Service Provider shall not delegate its duties under this Agreement absentthe written consent of the Principal, which consent shall not be unreasonablywithheld.

 

(g)           Sales Forecasts and Orders.  TheService Provider shall provide on the first (1st) business day ofeach month a rolling 90-day forecast. The Service Provider shall place writtenorders with the Principal on or before the 15th of each calendarmonth, covering quantities to be delivered during the next three month’speriod.  The quantity ordered fordelivery for the second month shall be firm with respect to eighty percent(80%).  The quantity ordered for deliveryfor the third month shall be firm with respect to fifty percent (50%).  The Service Provider and Principal shall meetto establish and mutually agree upon minimums of unit placements and/or salesrevenues to be met for the subsequent year, on or before December 1stof each calendar year.  Minimumrequirements shall begin in quarter one (1), 2008.

 

5.2           Service Call Authorization.  In reference to all existing contracts withgaming establishments, during the initial period of 60 days, all service callsfor Service and Support of the Principal’s Products shall be routed through thePrincipal’s Call Center toll free telephone number (800) 937-4835 (the “CallCenter”).  The Principal’s AuthorizedGaming Customers shall directly contact the Call Center, which will determinewhether the service call warrants the dispatch of a Service Provider supporttechnician.  If the Principal, in itsreasonable discretion, determines that a Service Provider support technicianshould be dispatched it will contact Service Provider and request suchservice.  If a Principal’s AuthorizedGaming Customer contacts the Service Provider directly for any Service andSupport of the Principal’s Products, the Service Provider, as applicable, willdirect the Principal’s Authorized Gaming Customer to contact the CallCenter.  The Principal must authorize any Service and Support of the Principal’sProducts, prior to the performance of any such Service and Support by ServiceProvider.  Service Provider shall use itsreasonable efforts to respond to the Principal’s  request for Service and Support of the Principal’sProducts within twenty-four (24) hours following receipt of the request, excludingweekends and holidays, provided, that, Service Provider shall not incur any

 

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liability to the Principal or any of thePrincipal’s Authorized Gaming Customers for its failure to provide such Serviceand Support within twenty-four (24) hours following any request by the Principalfor such Service and Support. Notwithstanding the above, both the Principal andService Provider will diligently work to relocate all call center operations,for both sales and customer support services, to the Service Provider within 60days of commencement of this agreement in order to obtain seamless and optimalsupport operations for the Authorized Gaming Establishments.

 

In reference tonew contracts for the Principal’s Products awarded to the Service Provider, theService Provider shall provide all sales and support services, asaforementioned above, to those gaming establishments.

 

ARTICLE VI

OBLIGATIONS OF THE PRINCIPAL

 

6.1           Services to bePerformed by the Principal.  ThePrincipal shall provide the following services, as reasonably requested byService Provider from time to time to assist Service Provider in theperformance of its duties under this Agreement:

 

(a)           Training.  The Principal will provide training regardingthe Principal’s Products to all new and existing Service Provider service andsales personnel, as reasonably requested by Service Provider, at the Principal’ssole cost and expense, including, but not limited to all reasonable travel andother expenses.  The location, content,frequency, and extent of such training shall be determined by the mutualagreement of Service Provider and the Principal.

 

(b)           Spare Parts.  The Principal shall at all times maintain aquantity of spare parts adequate, in Service Provider’s reasonable judgment,for the Service and Support of the Principal’s Products.  The Principal shall provide to ServiceProvider service information and access to spare parts for all current Principal’sProducts and will provide service information and access to spare parts for alldiscontinued Principal’s Products.  The Principalshall use its best efforts to deliver any spare parts ordered by the ServiceProvider within the lead times given on orders submitted by the ServiceProvider.  The Principal shall be solelyresponsible for any delay or failure to perform the Service and Support on the Principal’sProducts which results from the Principal’s failure to timely deliver any spareparts ordered by the Service Provider.

 

(c)           Spare Parts Listand Pricing. The Principal will upon execution of this Agreement provide toService Provider its current Spare Parts Price Lists and will promptly notifyService Provider of any changes to its Spare Parts Price Lists.  A copy of the Principal’s current FinishedGoods & Spare Parts Price List is attached hereto as Exhibit C.

 

(d)           GovernmentalInvestigations. The Principal agrees that it will reimburse ServiceProvider for the costs and provide any required technical support in connectionwith required regulatory approvals of any the Principal’s Products, including,but not limited to, identifying testing locations for the Principal’s Products,if any such testing is required

 

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6.2           Assumption ofPrincipal’s Service Contracts by Service Provider.  In the case that the Service Provider assumescontracts for service where the billing rate is less than $125 per machine permonth, Principal agrees to subsidize the difference between $125 per month permachine and the customers’ rate.  ServiceProvider agrees to use its best efforts to renegotiate contracts that are lessthan $125 per month per machine.  Amountsdue under this section will be billed monthly with net 30 terms.

 

ARTICLE VII

FEES, PAYMENT TERMS AND ACCOUNTING

 

7.1           Service andSupport Fees.  In consideration ofthe Service and Support provided by the Service Provider to the Principal forthe Principal’s Products, The Principal shall pay to the Service Providerand/or Happ, as applicable, the following fees (the “Service Fee”):

 

(a)           a handling fee offive percent (5%) of the price paid by the Service Provider, as applicable, forspare parts sent to the Principal under warranty; and

 

(b)           within the US andCanada, sixty-five dollars ($65) per hour for all Service and Support performedby the Service Provider, as applicable, for the Principal’s Products and thirty-fivedollars ($35) per hour for all travel time associated with such Service andSupport; for other territories, as mutually agreed by the parties; and

 

(c)           fees establishedabove will only be in place until the service contracts are transferred directlyto the Service Provider.  The Principalshall provide the Service Provider copies of all pertinent and necessarycustomer contracts which are currently in place.  Standard Service Agreement is attached heretoas Exhibit D. The Principal and Service Provider shall mutuallyagree to customer notification letter informing the customer of the contractre-assignments.

 

7.2           Payment Terms.

 

(a)           The Service Feeshall be calculated monthly based on all Work Orders submitted by the ServiceProvider for Service and Support performed during such month (the “MonthlyWork Order Report”).  The Service Feefor each month shall be paid by the Principal to the Service Provider, asapplicable, within thirty (30) days from the date the Principal receives theMonthly Work Order Report.

 

(b)           The ServiceProvider, as applicable, shall pay the Principal for all spare parts andfinished goods ordered in accordance with Section 8.3 of thisAgreement within thirty (30) days from the date of invoice submitted by thePrincipal to the Service Provider.

 

7.3           DisputeResolution Procedure. If any party disagrees with any computation orstatement delivered by the other party (the “Objecting Party”), theObjecting Party may, within ten (10) days after the receipt of suchcomputation or statement, deliver a written notice (an “Objection Notice”)to the other party (the “Non-Objecting Party”) setting forth in detailany and 

 

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all items of disagreement related to such computation or statement.  If the Objecting Party does not deliver anObjection Notice, the calculations as set forth in any such computation orstatement shall be deemed final, conclusive and binding on the parties.  The Service Provider, as applicable, and thePrincipal will use commercially reasonable efforts to resolve any disagreementsrelating to any computations or statement, but if they do not obtain a finalresolution within twenty (20) days after the Non-Objecting Party has receivedthe Objection Notice, then the Service Provider, on the one hand, or thePrincipal, on the other hand, may refer the items in dispute to a nationallyrecognized firm of independent public accountants as to which the ServiceProvider, on the one hand, and the Principal, on the other hand, mutually agree(the “Firm”), to resolve any remaining disagreements.  The Service Provider, on the one hand, and thePrincipal, on the other hand, will direct the Firm to render a determinationwithin twenty (20) days of its retention, and the Service Provider, on the onehand, and the Principal, on the other hand, and their respective agents willcooperate with the Firm during its engagement. The determination of the Firm will be conclusive and binding upon theService Provider, on the one hand, and the Principal, on the other hand, and theService Provider or the Principal, as applicable, will make any payment owed tothe other party, within ten (10) days of the Firm’s determination.  The Service Provider, as applicable, and thePrincipal shall each pay half of the costs and expenses of the Firm.

 

7.4           Accounting. TheService Provider shall maintain appropriate books of account and records, ofall its operations under or in connection with this Agreement and shall makeaccurate entries concerning all transactions relevant to this Agreement.  During the Term, the Principal and itsemployees, agents and representatives, shall have the right, at their ownexpense, on reasonable notice to the Service Provider, as applicable, (but inno event need such notice be more than ten (10) business days) and duringregular business hours, to examine, photocopy, and make extracts from suchbooks of account and other records, documents and materials (including, but notlimited to, invoices, purchase orders, sales records, and reorders) to theextent needed to confirm the Service Fees, any other fees owed in connectionherewith.

 

ARTICLE VIII

FINISHED GOODS AND SPARE PARTS

 

8.1           Inventory of FinishedGoods and Spare Parts.  In order toprovide Distribution sales and Service and Support for the Principal’s Productsthroughout the Territory, the Service Provider shall stock and maintain areasonable inventory of finished goods and spare parts, provided that the Principalhas sufficient finished goods and spare parts in stock to satisfy the ServiceProvider’s demand for such finished goods and spare parts. The Principal andthe Service Provider, shall work together to determine a mutually agreeablelevel of finished goods and spare parts inventory to be maintained by theService Provider. The initial inventoryof finished equipment for Principal’s products ShufflePro, RandomPlus, and DeckChecker, shall be 25 units of each product with a follow-on order of anadditional 25 units to be placed no later than January 31, 2008.  Payments terms for the initial as well as allsubsequent orders shall be net 30 upon shipment of the product to the Service Provider.The Service Provider shall provide on the first (1st) business dayof each month a rolling 90-day forecast to the Principal to insure 

 

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that the Principal has adequate time to planfor manufacturing and production to meet component sourcing and deliveryschedules.

 

8.2           Pricing of FinishedGoods and Spare Parts.  The Principalshall sell all finished goods and spare parts ordered by the Service Provider atthe price listed on the Principal’s Price List less a discount of thirty-fivepercent (35%), provided, that, in the event the Principal makes any change toits Price Lists and it fails to deliver such updated list to the ServiceProvider, the Principal shall only sell the finished goods and spare partswhich are the subject of such order to the Service Provider, as applicable, atthe price set forth in the Price List prior to the delivery by the Principal tothe Service Provider of an updated Price List. If a finished good or spare part is not listed on the Price List, theService Provider, as applicable, shall contact the Principal to obtain thePrincipal’s standard retail price less a discount of thirty-five percent (35%).Finished Goods & Spare Parts Price Listing is attached hereto as Exhibit C.

 

8.3           Ordering.  The Service Provider, as applicable, shallorder spare parts by either submitting (a) a Principal’s purchase orderform or (b) a form agreed upon by the parties to the Principal whichspecifies the finished good and or spare part required and the lead time fordelivery.  All purchase orders for spareparts shall be subject to acceptance or rejection, in whole or in part, by thePrincipal, in its reasonable discretion. A copy of a Principal’s Purchase Order form is attached hereto as Exhibit E.

 

8.4           Inspection and Acceptance.  The Principal shall prepare for shipment allspare parts ordered by the Service Provider. The Service Provider shall havethe right to inspect and accept product received from the Principal to insureproduct is free of defect and meets the Principals published specifications forthe product. If the product is defective and does not meet the Principals’published specifications, the Service Provider shall have the right to returnthe product to the Principal for a replacement.

 

8.5           Invoice. ThePrincipal shall invoice the Service Provider, as applicable, for the spareparts ordered in accordance with the discount and payment terms set forth in Section 8.2of this Agreement.

 

8.6           Shipment.  All products to ship FOB shipping point,freight prepaid by Principal.  Other thanthe price of the spare part(s) or finished goods, the Service Providershall not be liable for any other charges or fees, including without limitationservice charges, freight charges, handling charges, shipping charges,assessments or other expenses for spare parts and/or finished goods shippedfrom the Principal to the Service Provider’s warehouse located at 2015 HelmDrive, Las Vegas, NV 89119. The Principal shall not be liable for any othercharges or fees, including without limitation service charges, freight charges,handling charges, shipping charges, assessments or other expenses for spare partsand/or finished goods shipped from the Service Provider’s designated locationto the Authorized Gaming Customers.

 

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ARTICLE IX

WARRANTIES; LIMITATION ON LIABILITY

 

9.1           No Warranties andLimitation of Liability by Service Provider.  ALL SERVICE AND SUPPORT PROVIDED BY SERVICEPROVIDER UNDER THIS AGREEMENT IS PROVIDED WITHOUT ANY WARRANTY, EXPRESS ORIMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE AND IS PROVIDED “AS IS”, AND ANY STATEMENTS ORREPRESENTATIONS MADE BY ANY OTHER PERSON TO THE CONTRARY ARE VOID.  IN NO EVENT WILL SERVICE PROVIDER BE LIABLETO PRINCIPAL FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIALDAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL OR REVENUES.  Without limiting the generality of theforegoing, Service Provider shall not have any liability for any failure to discoverreport or repair any latent defect of condition or defect of design in any Principal’sProduct.

 

9.2           The Principal’sWarranties.  The Principal warrantsthat all equipment, parts, supplies and accessories manufactured by the Principalare free from defect and in good operating condition at the time of shipmentand for a period of one (1) year thereafter.  The Principal will replace or repair, at its solecost and expense, any equipment, part, supply and/or accessories manufacturedby the Principal which is defective.  Allwarranties shall survive inspection, acceptance (as defined in Section 8.4),delivery and payment.

 

ARTICLE X

INDEMNIFICATION

 

10.1         Indemnification.  ThePrincipal agrees to indemnify and hold Service Provider, its parents,subsidiaries and their respective shareholders, directors, officers, employees,agents, successors and assigns harmless from and against any losses, damages orexpenses of whatever form or nature, including reasonable attorneys’ fees andother costs of legaldefense that they maysustain or incur as a result of any acts or omissions of the Principal or anyaffiliate, or any of their respective shareholders, directors, officers,employees or agents, including, but not limited to, (a) any breach by thePrincipal of any covenant, agreement, representation or warranty contained inthis Agreement or (b) grossly negligent, reckless, wanton, malicious or tortuousconduct in connection with the transactions contemplated by this Agreement or (c) inconnection with product that does not work consistent with or otherwiseviolated gaming regulations in any jurisdiction.  (d) In addition, Principal shallindemnify and hold harmless Service Provider, its affiliated companies, and itsemployees, officers and directors against any and all claims, liabilities,damages and costs, including reasonable attorneys’ fees and settlement amounts,incurred by any claims arising from any product liability claim, actual oralleged infringement of any patent, copyright, trademark or other intellectualproperty right by a product supplied by the Principal pursuant to thisAgreement.  As a condition ofPrincipal’s indemnification obligation, Service Provider must:

 

  i.                                    promptlynotify Principal in writing of any such infringement claim or suit;

 ii.                                    allowPrincipal to have control of the defense of such infringement claim or suitincluding control in all negotiations relating to settlement. Provided however,that Principal may not settle any claim, which creates any liability againstService Provider without first obtaining Service Provider’s written consent;and

 

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iii.                               assistPrincipal, as reasonably requested, in the defense of such claim or suit.Principal will reimburse Service Provider for agreed, reasonable out-of-pocketcosts incurred in providing such assistance.

 

The provisions of this Section 10.1 shall survive theexpiration or earlier termination of this Agreement.

 

ARTICLE XI

GENERAL PROVISIONS

 

11.1         CompleteAgreement; Amendment.  ThisAgreement, including its recitals and exhibits, constitutes the entireagreement between the parties and supersedes all agreements, representations,warranties, statements, promises and understandings, whether oral or written,with respect to the subject matter hereof, and no party to this Agreement shallbe bound by nor charged with any oral or written agreements, representations,warranties, statements, promises or understandings not specifically set forthin this Agreement or the exhibits hereto. This Agreement may not be amended, altered or modified except by awriting signed by all of the parties hereto.

 

11.2         Notices.  All notices given pursuant to this Agreement(except for notices relating to purchase orders which may be transmitted viaemail or any other customary means agreed upon by the parties) shall be sentby: (a) certified mail, return receipt requested, in which case noticewill be deemed delivered three (3) business days after deposit, postageprepaid in the United States mail; (b) a nationally recognized overnightcourier, in which case notice will be deemed delivered one (1) businessday after deposit with such courier; (c) facsimile transmission, in whichcase notice will be deemed delivered upon electronic verification thattransmission to the recipient was completed, provided that notices sent byfacsimile transmission on a day other than a business day, or before 9:00 a.m.or after 5:00 p.m. recipient’s time on a business day, shall be deemedgiven on the first business day following the date of transmission; or (d) personaldelivery.  Addresses and facsimile numberof the parties are as follows:

 
|   | As to: | Happ Controls, Inc          |
|--------|--------|-----------------------------|
|   |   | 106 Garlisch                |
|   |   | Elk Grove  Village60007     |
|   |   | Attention: David  Reginelli |
|   |   | Telephone No.               | 847-593-6161 x7111 |
|   |   | Facsimile No.               | 847-952-3276 |
|   |   |                        |   |
|   | As to  | VendingData Corporation     |
|   |   | 1120 Town Center. Dr.       |
|   |   | Suite 260              |
|   |   | Las Vegas, NV 89144         |
|   |   | Attention: Mark Newburg     |
|   |   | Telephone No.               | 702-617-4742 |
|   |   | Facsimile No.               | 702-617-4737 |

 

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The above addresses and facsimile numbersmay be changed by written notice to the other parties, provided that no noticeof a change of address or facsimile number will be effective until actualreceipt of such notice.

 

11.3         Governing Law.  This Agreement shall be construed andgoverned by and under the substantive laws of the State of Nevada, withoutregard to its conflicts of laws principles. Any action, suit or other legal proceeding which is commenced to resolveany matter arising under or relating to any provision of this Agreement may becommenced and prosecuted in state or federal court in Clark County, Nevada, andthe parties consent to the non-exclusive jurisdiction of such court.  Process in any action or proceedingreferenced in the preceding sentence may be served on any party anywhere.

 

11.4         Waiver of Jury Trial.  Each of the parties hereto hereby irrevocablywaives any and all right to trial by jury of any claim or cause of action inany legal proceeding arising out of or related to this Agreement or thetransactions or events contemplated hereby or any course of conduct, course ofdealing, statements (whether verbal or written) or actions of any partyhereto.  The parties hereto each agreethat any and all such claims and causes of action shall be tried by the courtwithout a jury.  Each of the partieshereto further waives any right to seek to consolidate any such legalproceeding in which a jury trial has been waived with any other legalproceeding in which a jury trial cannot or has not been waived.

 

11.5         Attorneys’ Fees.  In the event of any legal proceedingregarding this Agreement, and upon a final determination by a court ofcompetent jurisdiction, with respect thereto, the non-prevailing party shallreimburse the prevailing party for costs and expenses (including reasonableattorneys’ fees) incurred in such legal proceeding.

 

11.6         Waiver.  No consent or waiver, express or implied, bya party to or of any breach or default by any other party in the performance bysuch party of its obligations under this Agreement shall be deemed or construedto be a consent or waiver to or of any breach or default in the performance bysuch party of the same or any other obligations of such party hereunder.  Failure on the part of a party to complain ofany act or failure to act of any other party or to declare any other party indefault, irrespective of how long such failure continues, shall not constitutea waiver by such party of such default or its rights under this Agreement.  The giving of consent by a party in any oneinstance shall not limit or waive the necessity to obtain such party’s consentin any future instance.

 

11.7         Severability.  If any term or other provision of thisAgreement is invalid, illegal or incapable of being enforced by any rule oflaw or public policy, all other conditions and provisions of this Agreementshall nevertheless remain in full force and effect so long as the economic orlegal substance of the transactions contemplated hereby is not affected in anymanner adverse to any party.  Upon suchdetermination that any term or other provision is invalid, illegal or incapableof being enforced, the parties hereto shall negotiate in good faith to modifythis Agreement so as to effect the original intent of the parties as closely aspossible in an acceptable manner to the end that the transactions contemplatedhereby are fulfilled to the greatest extent possible.

 

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11.8         Assignment.  This Agreement will be binding upon and inureto the benefit of the parties hereto and their respective successors andpermitted assigns, but will not be assignable or delegable by any party heretowithout the prior written consent of the other parties hereto; provided,however, that nothing in this Agreement shall or is intended to limitthe ability of either the Service Provider to assign its rights or delegate itsresponsibilities, liabilities and obligations under this Agreement, in whole orin part, without the consent of the Principal to (i) any affiliate orsubsidiary of the Service Provider, as applicable, or (ii) any buyer ofall or substantially all of the assets or equity interests of the ServiceProvider as applicable.

 

11.9         Delivery by Facsimile or OtherElectronic Transmission.  ThisAgreement and each other agreement or instrument entered into in connectionherewith or therewith or contemplated hereby or thereby, and any amendmentshereto or thereto, to the extent signed and delivered by means of a facsimilemachine or other electronic transmission (including e-mail of a document inPortable Document Format (“PDF”)), shall be treated in all manner and respectsas an original agreement or instrument and shall be considered to have the samebinding legal effect as if it were the original signed version thereofdelivered in person.  At the request ofany party hereto or to any such agreement or instrument, each other partyhereto or thereto shall reexecute original forms thereof and deliver them toall other parties.  No party hereto or toany such agreement or instrument shall raise the use of a facsimile machine orother electronic transmission (including email of a document in PDF) to delivera signature or the fact that any signature or agreement or instrument wastransmitted or communicated through the use of a facsimile machine or otherelectronic transmission (including e-mail of a document in PDF) as a defense tothe formation or enforceability of a contract and each such party foreverwaives any such defense.

 

11.10       Counterparts. This Agreement maybe executed in any number of counterparts and any party to this Agreement mayexecute any such counterpart, each of which when executed and delivered shallbe deemed to be an original and all of which counterparts taken together shallconstitute but one and the same instrument. This Agreement shall become binding when one or more counterparts takentogether shall have been executed and delivered by the parties.  It shall not be necessary in making proof ofthis Agreement or any counterpart hereof to produce or account for any of theother counterparts.

 

11.11       No Third Party Beneficiaries.  Theprovisions of this Agreement are not intended to benefit any third parties.

 

11.12       No Other Terms and Conditions. Service Provider and the Principal acknowledge and agree that anyterms and conditions of any purchase order, sales acknowledgement, or otherdocument submitted to the other by either party which conflict with the termsand conditions of this Agreement shall be of no force or effect, and the termsand conditions hereof control and supersede such conflicting documents and anycourse of conduct or usage of the trade inconsistent with any of the terms andconditions hereof.

 

11.13       Interpretation.  Allsection headings contained in this Agreement are for convenience of referenceonly, do not form a part of this Agreement and shall not affect in any way themeaning or interpretation of this Agreement. Words used herein, regardless of the 

 

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number and gender specifically used, shallbe deemed and construed to include any other number, singular or plural, andany other gender, masculine, feminine, or neuter as the context requires.

 

11.14       No Strict Construction.  The language used in this Agreement shall bedeemed to be the language chosen by the parties hereto to express their mutualintent and agreement, and no rule of strict construction shall be appliedagainst any party.

 

11.15       Joint Preparation.  Each party to this Agreement (a) hasparticipated in the preparation of this Agreement; (b) has read andunderstands this Agreement; and (c) has been represented by counsel of itsown choice in the negotiation and preparation of this Agreement.  Each party represents that this Agreement isexecuted voluntarily and should not be construed against any party heretosolely because it drafted all or a portion hereof.

 

11.16       Compliance withGaming Laws.  This Agreement isintended to only authorize and facilitate the Manufacture, Distribution,Service and Support of the Principal’s Products and is subject to andconditioned upon all applicable foreign, federal, state and local laws relatingto the Principal’s Products. The Principal shall reimburse the Service Providerfor all costs and expenses and provide any necessary technical support tocomply with any applicable foreign, federal, state and local laws relating tothe Principal’s Products.

 

11.17       Force Majeure.  Service Provider and the Principal agree thatneither party shall have liability for its inability to perform its obligationsunder this Agreement to the extent that its ability to perform under thisAgreement is prevented or delayed by any cause beyond its reasonable control,including, but not limited to, strikes, labor disputes, civil disturbances,rebellion, invasion, epidemic, hostilities, terrorism, war, embargo, naturaldisaster, acts of God, fire, sabotage, loss and destruction of property,changes in laws, supervening legislation, or other events or situations whichsuch party was unable to prevent or overcome despite its exercise of reasonabledue diligence.

 

11.18       Survival.  Notwithstanding any expiration or terminationof this Agreement, the provisions of Article X, Sections3.3,7.2, 11.1, 11.2, 11.3, 11.6, 11.8, 11.13,11.14, 11.18 and the last sentence of Section 5.1(c) shallsurvive.

 

[Signature Page Follows]

 

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IN WITNESSWHEREOF, the parties hereto have caused this Service and Support Agreement tobe executed by their respective duly authorized representatives the day andyear first set forth above.

 
|   | HAPP CONTROLS, INC.     |                                  |
|--------|-------------------------|---------------------------------------|
|   |                    |                                  |   |
|   | By:                     | /s/ David Reginelli                   |   |
|   | Name:                   | David Reginelli                       |   |
|   | Title:                  | Chief Financial Officer/Secretary     |   |
|   |                    |                                  |   |
|   |                    |                                  |   |
|   | VENDINGDATA CORPORATION |                                  |
|   |                    |                                  |   |
|   | By:                     | /s/Mark Newburg                       |   |
|   | Name:                   | Mark Newburg                          |   |
|   | Title:                  | President and Chief Executive Officer |   |

 

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## ***Exhibit A***

## *** ***

### **Exclusive Territory**

### ** **

### **North America (including Mexico), Europe, South Africa and the RussianFederation.  Central and South Americawill be included pending agreement with SHG’s regional distributor.**

### ** **

The Service Provider will work with the Principal to establish asub-distribution agreement with mutually agreed distributor for South Africa.

 

### **Non-Exclusive Territory**

### ** **

### **The Caribbean and Oklahoma**

 

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