Exhibit 10.30


 


SUBSCRIPTION
AGREEMENT


 


VendingData
Corporation


6830 Spencer Street


Las Vegas, NV 89119


In order to purchase shares
of common stock, $0.001 par value per share (“Common Stock”), of VendingData
Corporation (the “Company”), as described in the Company’s Prospectus
dated                  , 2003, each
subscriber must complete, execute and return this Subscription Agreement,
together with payment in full, by check payable to Wells Fargo Bank Minnesota,
N.A. (escrow agent) fbo VendingData Corporation, for the shares purchased, to
Philadelphia Brokerage Corporation at 992 Old Eagle School Road, Suite 915,
Wayne, Pennsylvania 19087, phone
(610) 975-9990, Attn: Bernadette Pucillo.


1.             Subscription


The undersigned (the
“Subscriber”) hereby subscribes for and agrees to purchase from the Company,
subject to the terms and conditions set forth in the Prospectus, a copy of
which Subscriber acknowledges having received,      shares
(the “Shares”) of Common Stock, at a price of $    .       per Share or
$                  in the aggregate (the “Subscription Price”).


2.             Payment


The Subscription Price must
accompany this Subscription Agreement and shall be paid in United States
currency either by bank draft or cashier’s check payable to Wells Fargo Bank
Minnesota, N.A. (escrow agent) fbo VendingData Corporation or by wire transfer
of immediately available funds to the following account: [            ].


3.             Subscription Information


Shares are to be registered
as indicated below.  (Please type or
print.)


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Social Security or Federal Tax I.D. Number

  
	
   

  	
   

  	
   

  
	
  Name(s)

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone Number (    )

  	
   

  
	
  Street Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  City, State, Zip Code

  	
   

  	
   

  



 


 

















 


Ownership:  o Individual     o Marital
Property     o Joint Tenants
with Right of Survivorship     o Tenants in
Common     o Corporation     o
Partnership     o Trust     o IRA/Qualified
Plan     o Limited
Liability Company     o Other


If Shares are to be
registered jointly, all owners must sign. 
For IRAs/Qualified Plans, the trustee must sign.  Any registration in the names of two or more
co-owners will, unless otherwise specified, be as joint tenants with rights of
survivorship and not as tenants in common. 
Each Subscriber certifies that he/she/it has full capacity to enter into
this Agreement.  This subscription is
subject to acceptance by the Company and will not be accepted unless
accompanied by payment in full.


4.             Special State Law Considerations


In
order to comply with the applicable securities laws of certain states, the
Shares of Common Stock that are described in the Prospectus may not be offered
or sold unless they have been registered or qualified for sale in such states
or an exemption from such registration or qualification requirement is
available and with which we have complied. 
We intend to register or qualify such Shares in the states of
California, Maryland, Massachusetts, New Jersey, New York, Oregon, and
Pennsylvania and in every other jurisdiction where so required.  As of the date of the Prospectus, the
Company had not determined specifically in what other states it will offer or
sell such Shares and whether those states will require registration or
qualification. If you are not located in one of the states listed
above, please be sure to consult with Philadelphia Brokerage Corporation to
ensure the legality of your desired purchase.


5.             Miscellaneous


(a)           All pronouns and any variations thereof used herein shall
be deemed to refer to the masculine, feminine, impersonal, singular or plural,
as the identity of the person or persons may require.


(b)           This Subscription Agreement constitutes the legal, valid
and binding obligation of the undersigned enforceable in accordance with its
terms.  This Subscription Agreement
shall be enforced, governed and construed in all respects in accordance with
the laws of the State of Nevada, as such laws are applied by Nevada courts to
agreements entered into and to be performed in Nevada and between residents of
Nevada, and shall be binding upon the Subscriber, the Subscriber’s heirs,
estate, legal representatives, successors and assigns. If any provision of this
Subscription Agreement is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent
that it may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any provision hereof that may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision hereof.


(c)           This Subscription Agreement
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and may be amended only by a writing executed by both
parties hereto.


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(d)           Except as set forth herein, neither this Subscription Agreement
nor any provision hereof shall be waived, modified, changed, discharged,
terminated, revoked or canceled except by an instrument in writing signed by
the party effecting the same against whom any change, discharge or termination
is sought.


(e)           The Offering may be withdrawn at any time prior to the
issuance of shares of Common Stock offered as described in the Prospectus to
prospective Subscribers. Further, in connection with the offer and sale of such
shares, the Company reserves the right, in its sole discretion, to reject any
subscription in whole or in part or to allot to any prospective subscriber
fewer than the shares of Common Stock applied for by such subscriber. Such
shares are offered by the Company subject to prior sale, acceptance of an offer
to purchase, withdrawal, cancellation or modification of the offer, without
notice.


(f)            This Subscription Agreement does not constitute an offer
to sell or a solicitation of any offer to buy any securities offered hereby by
anyone in any jurisdiction in which such offer or solicitation is not qualified
to do so or to anyone to whom it is unlawful to make such offer or
solicitation.


Signatures


Individuals (All proposed
record holders must sign.)


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Print or Type Name)

  	
   

  	
  (Print or Type Name)

  
	
   

  	
   

  	
   

  
	
  Corporations, Partnerships, Trusts and IRAS/Qualified Plans
  (Certificate of Signatory must be completed.)

  
	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print or Type Name of
  Entity)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  (Signature of Authorized
  Representative)

  
					



 


CERTIFICATE
OF SIGNATORY


	
  I,

  	
   

  	
  , am the

  	
   

  
	
   

  	
  (Print or Type Name of
  Authorized Representative)

  	
   

  	
  (Print or Type Title or
  Position)

  



 


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  of

  	
   

  	
  (“Entity”).

  
	
   

  	
  (Print or Type Name of
  Subscribing Entity)

  	
   

  



 


I certify that I am fully
authorized and empowered by the Entity to execute this Subscription Agreement
and to purchase Common Stock, and that this Subscription Agreement has been
duly executed by me on behalf of the Entity and constitutes a valid and binding
obligation of the Entity in accordance with its terms.


	
   

  



(Signature
of Authorized Representative)


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Acceptance

  	
   

  
	
   

  	
  Subscription o

  	
  accepted o

  	
  rejected as of

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  VendingData Corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (Signature of Authorized Officer)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Date:

  	
   

  
											



 


 


 


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