**EXHIBIT
14.2**
  **VENDINGDATA
CORPORATION**
  **AMENDED
AND RESTATED CODE OF ETHICS FOR DIRECTORS, OFFICERS AND
EMPLOYEES**
 
 The Board
of Directors of VendingData Corporation (the “Corporation”) has adopted this
Amended and Restated Code of Ethics (this “Code of Ethics”) as of the 28th day
of April 2005. The Code of Ethics is applicable to the Corporation’s Board of
Directors (“Directors”), officers (“Officers”) and employees
(“Employees”).
  The Code
of Ethics is designed to serve as the foundation of the Corporation’s standards
of behavior and to promote honest and ethical conduct, proper disclosure of
financial information in the Corporation’s periodic reports, and compliance with
applicable laws, rules, and regulations by the Corporation’s Directors,
Officers, especially those who have operating and financial responsibilities,
and Employees.
   **I.**
    **PRINCIPLES
      AND PRACTICES**
  In
performing his or her duties, each Director, Officer or Employee
must:
  1.1.
    Maintain
      high standards of honest and ethical conduct and avoid any actual or
      apparent conflict of interest as discussed in this Code of
      Ethics;
  1.2.
    Report
      to the Audit Committee of the Board of Directors any conflict of interest
      that may arise and any material transaction or relationship that
      reasonably could be expected to give rise to a
conflict;
  1.3.
    Provide,
      or cause to be provided, full, fair, accurate, timely, and understandable
      disclosure in reports and documents that the Corporation files with or
      submits to the Securities and Exchange Commission and in other public
      communications;
  1.4.
    Comply
      and take all reasonable actions to cause others to comply with applicable
      governmental laws, rules, and regulations;
and
  1.5.
    Promptly
      report violations of this Code of Ethics to the Audit Committee of the
      Board of Directors.
   **II.**
    **POLICIES
      AND PRACTICES**
  The
Corporation and its employees are governed by numerous statutory, regulatory and
administrative guidelines. Compliance with these laws and regulations is
paramount to maintaining the Corporation’s reputation and ability to serve the
markets in which it operates. In order to ensure such compliance, the
Corporation has instituted numerous policies and practices to ensure that its
Directors, Officers and Employees act with the utmost integrity and ethics and
avoid improprieties in the conduct of the Corporation’s business.
  In
performing his or her duties, each Director, Officer or Employee must protect
the Corporation against questionable associations and protect the integrity and
reputation of the Corporation in the conduct of its business.
  **VENDINGDATA
CORPORATION**
 Code of
Ethics for Directors, Officers and Employees
 Page 2 of
6
 **2.1.**
    **Conflicts
      of Interest**
  A
conflict of interest may arise in any situation in which the loyalties of a
Director, Officer or Employee are divided between business interests that, to
some degree, are incompatible with the interests of the Corporation. All such
conflicts should be avoided. The Corporation demands absolute integrity from all
its Directors, Officers and Employees and will not tolerate any conduct that
falls short of that standard. The Corporation expects that no Director, Officer
or Employee will knowingly place himself or herself in a position that would
have the appearance of being, or could be construed to be, in conflict with the
interests of the Corporation. Some situations typically considered a conflict of
interest for a Director, Officer or Employee are as follows:
  ·
    Having
      an interest in a firm that does business with the Corporation or engaging
      in a private business relationship with a person or firm doing business
      with the Corporation, particularly if the Director, Officer or Employee
      supervises the Corporation’s relationship with that person or
      firm.
  ·
    Engaging
      in a private business relationship with the Officer’s or Employee’s
      supervisor or an employee whom the Officer or Employee
      supervises.
  ·
    Engaging
      in a competing business or owning stock or other securities of a
      competitor other than insignificant interests, where “insignificant” shall
      mean the lesser of (i) under 1% of the total outstanding class of the
      competitor’s securities or (ii) 5% or less of the personal net worth of
      the Director, Officer or Employee.
  ·
    Engaging
      in a private business venture with an officer or other employee of a firm
      which competes with the Corporation.
  ·
    Using
      the Corporation’s resources for personal benefit, such as using the
      Corporation’s staff or assets for personal business or the Corporation’s
      funds to purchase gifts for employees who have the ability to influence
      the Officer’s or Employee’s career.
  ·
    Soliciting
      gifts or other things of value from the Corporation’s employees, or
      accepting gifts of substantial value from employees whose careers the
      Director, Officer or Employee has the ability to
  influence.
  ·
    Having
      an interest in or speculating in products or real estate whose value may
      be affected directly by the Corporation’s
business.
  ·
    Improperly
      divulging or using confidential information such as the Corporation’s
      plans, operating or financial data or computer
programs.
  **2.2.**
    **Relationships
      with Public Officials; Political
Contributions**
  All
Directors, Officers and Employees engaged in business with a governmental body
or agency must know and abide by the specific rules and regulations covering
relations with public agencies. Such Director, Officer or Employee must also
conduct themselves in a manner that avoids any dealings that might be perceived
as attempts to influence public officials in the performance of their official
duties. In order to promote and preserve public trust and confidence in the
integrity of the gaming industry and to ensure conformity with the highest
standards of conduct, free from the appearance of impropriety, the Corporation
prohibits Directors, Officers and Employees from engaging in any activity
inconsistent with those aims.
  **VENDINGDATA
CORPORATION**
 Code of
Ethics for Directors, Officers and Employees
 Page 3 of
6
 In terms
of political contributions, the use of any funds or other assets of the
Corporation or any subsidiary, either directly or indirectly, for any unlawful
purpose, for example, political contributions made in violation of applicable
law, is also strictly prohibited. Federal law generally prohibits the
contribution of corporate funds to political candidates or parties, and to any
other organization that might use the contributions for a political candidate or
party. This prohibition also extends to indirect expenditures on behalf of a
candidate or elected official, such as travel on corporate aircraft or use of
telephones and other corporate equipment. Some state laws have similar
limitations on the contribution of corporate funds to political candidates or
parties as well as on the amounts that can be contributed to a candidate. No
influence shall be exerted by any Director, Officer or Employee on another
employee to make any personal political contributions or to engage in any
political activity inconsistent with that employee's personal inclinations. In
no event may a Director, Officer or Employee be reimbursed by the Corporation in
any manner for political activities or
contributions.
  **2.3.**
    **Bribery,
      Kickback****and Fraud; Prohibited Receipts and
Payments**
  No funds
or assets of the Corporation shall be paid, loaned or otherwise disbursed as
bribes, “kickbacks”, or other payments designed to influence or compromise the
conduct of the recipient; and no employee of the Corporation shall accept any
funds or other assets (including those provided as preferential treatment to the
employee for fulfilling their responsibilities), for assisting in obtaining
business or for securing special concessions from the Corporation. The
Directors, Officers and Employees are prohibited from engaging in the following
transactions to obtain business, retain business or direct business to others,
or to induce a government official or employee to fail to perform or to perform
improperly his or her official functions.
  ·
    Payment
      or offer to pay anything of value, directly or indirectly, to any domestic
      or foreign government official or employee.
  ·
    Payment
      or offer to pay anything of value, directly or indirectly, to any party in
      the form of a commercial bribe, influence payment or
    kickback.
  ·
    Receipt
      or acceptance of anything of value directly or indirectly, from any party
      in the form of a commercial bribe, influence payment or
      kickback.
  The
Corporation prohibits establishing or maintaining unrecorded funds or assets of
the Corporation or any of its subsidiaries and the making of false or misleading
entries in the books and records of the Corporation or any of its subsidiaries.
The Corporation also prohibits payments on its behalf or on behalf of any
subsidiary without adequate supporting documentation or with the intention or
understanding that any part of such payment is to be used for any purpose other
than that described in the document supporting the payment.
  Any
Director, Officer or Employee found to be receiving, accepting or condoning a
bribe, kickback, or other unlawful or prohibited payment, or attempting to
initiate such activities, will be subject to termination and possible criminal
proceedings against them. Any Director, Officer or Employee found to be
attempting fraud or engaging in fraud will be subject to termination and
possible criminal proceedings against them. All Directors, Officers and
Employees have a responsibility to report any actual or attempted bribery,
kickback or fraud to the Audit Committee of the Board of Directors.
  **VENDINGDATA
CORPORATION**
 Code of
Ethics for Directors, Officers and Employees
 Page 4 of
6
 **2.4.**
    **Antitrust
      Laws**
  The
federal government, most state governments, and many foreign governments 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 to ensure that markets for goods
and services operate competitively and efficiently, so that customers enjoy the
benefit of open competition among their suppliers and sellers similarly benefit
from competition among their purchasers. Strict compliance with antitrust and
competition laws around the world is essential. These laws are very complex.
Some types of conduct are always illegal under the antitrust laws of the United
States and many other countries. To remain above suspicion, all Directors,
Officers and Employees should avoid 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 where competitors are
present, all Directors, Officers and Employees should immediately disassociate
themselves from the conversation and leave the meeting. The Audit Committee
should be notified immediately.
  Antitrust
laws may be implicated in the Corporation’s relations with customers as well. It
may be unlawful to sell the same product to competing customers at different
prices, and generally, competing customers should be treated on a
proportionately equal basis when granting sales promotions, promotion discounts,
advertising allowances or assistance in the form of services and
facilities.
 **VENDINGDATA
CORPORATION**
 Code of
Ethics for Directors, Officers and Employees
 Page 5 of
6
  **III.**
    **WAIVER**
  Any
request for a waiver of any provision of this Code of Ethics must be in writing
and addressed to the Audit Committee of the Board of Directors. Any waiver of
this Code of Ethics will be disclosed promptly on Form 8-K or any other means
approved by the Securities and Exchange Commission.
   **IV.**
    **COMPLIANCE
      AND ACCOUNTABILITY**
  This Code
of Ethics is not intended as a comprehensive review of laws related to the
principles and practices regulating Directors, Officers and Employees and the
policies and practices related to conflicts of interests, relationships with
public officials, prohibited receipts and payments and antitrust laws. This Code
of Ethics is not a substitute for expert advice. If any Director, Officer or
Employee has questions concerning a specific situation, the Director, Officer or
Employee should contact the Audit Committee of the Board of or the Corporation’s
general counsel or corporate counsel before taking action.
  The Audit
Committee of the Board of Directors will assess compliance with this Code of
Ethics, report material violations to the Board of Directors and recommend
appropriate action to the Board of Directors.
 ****
 ****
 **ACKNOWLEDGEMENT**
 
 The
undersigned, a Director, Officer or Employee of VendingData Corporation, has had
the opportunity to review this Code of Ethics, fully understands the principles,
practices and policies contained in this Code of Ethics, is in compliance with
this Code of Ethics and is not aware of, nor suspects, any violation of this
Code of Ethics by any other Director, Officer or Employee of VendingData
Corporation.
 BY:
    _____________________________________________
    DATE:
    _____________________________________________NAME:
    _____________________________________________TITLE:
    _____________________________________________