Exhibit 10.28


 


                          , 2003


Philadelphia Brokerage Corporation


992 Old Eagle School Road


Suite 915


Wayne, PA 19087


 


Re:          Proposed Offering of Common Stock
by VendingData Corporation


Dear Sirs:


The undersigned, a
stockholder and an executive officer and/or director of VendingData
Corporation, a Nevada corporation (the “Company”), understands that
Philadelphia Brokerage Corporation (“PBC”) proposes to act as placement agent
for the Company in connection with the Company’s public offering of shares (the
“Securities”) of the Company’s common stock, par value $.001 per share (the
“Common Stock”).  In recognition of the
benefit that such an offering will confer upon the undersigned as a stockholder
and an officer and director of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned agrees with PBC that, during a period of 180 days from the
effective date of the registration statement relating to the offer and sale of
the Securities, the undersigned will not, without the prior written consent of
PBC, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell
any option or contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant for the sale of, lend or otherwise dispose
of or transfer any shares of the Common Stock, or any securities convertible
into or exchangeable or exercisable for or repayable with Common Stock, whether
now owned or hereafter acquired by the undersigned or with respect to which the
undersigned has or hereafter acquires the power of disposition, or file any
registration statement under the Securities Act of 1933, as amended, with
respect to any of the foregoing or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of Common Stock or any
securities convertible into or exchangeable for Common Stock, whether any such
swap or transaction is to be settled by delivery of Common Stock or other
securities, in cash or otherwise. 
Notwithstanding the foregoing, the undersigned shall be free to (A)
dispose of shares of Common Stock by delivering such shares to the Company as
payment for some or all of (i) the exercise price of any option to purchase
Common Stock granted by the Company to the undersigned and (ii) the
undersigned’s income tax withholding obligation in connection with any such
option, (B) transfer shares of Common Stock or rights to acquire or other
rights with respect to Common Stock to another person as a bona fide gift,
provided that the person receiving the transfer agrees to be bound by the
transfer restrictions herein, (C) transfer shares of Common Stock or rights to
acquire or other rights with respect to Common Stock, for estate planning
purposes, to family members of the undersigned or to trusts or other entities
for the benefit of family members of the undersigned, provided that the person
or entity receiving the transfer agrees to be bound by the transfer
restrictions herein, and (D) pledge shares of Common Stock as security for
borrowings under any loan agreements in effect as of the date hereof (including
any continuing obligation by the undersigned to increase the


 

















 


number
of shares pledged in the event the stock price of the Company decreases),
provided that such obligations do not mature in the ordinary course prior to a
default 180 days from the effective date of the registration statement relating
to the offer and sale of the Securities.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name:

  
	
   

  	
  Title:

  



 


 


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