Exhibit
4.1


 


FORM OF STOCK CERTIFICATE


	
   

  
	
  NUMBER

  VC

  	
   

  	
  SHARES

  



VendingData Corporation


	
   

  
	
  INCORPORATED UNDER THE

  LAWS OF THE STATE OF NEVADA

  	
  SEE REVERSE FOR
  CERTAIN DEFINITIONS

  CUSIP  92261Q 
  20  2

  
	
                  THIS CERTIFIES THAT

  	
   

  	
  is the

  
	
  RECORD holder of

  	
   

  	
   

  
	
  FULLY
  PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.001 PAR VALUE, OF

  
						



 


VendingData Corporation


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  transferable
  on the books of the Corporation by the holder hereof in person or by duly
  authorized attorney upon surrender of this certificate properly
  endorsed.  This certificate is not
  valid until countersigned by the Transfer Agent and registered by the
  Registrar.

  
	
                  WITNESS THE FACIMILE SEAL OF THE
  CORPORATION AND THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.

  
	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
  STACIE L. BROWN

  SECRETARY

  	
  VENDINGDATA
  CORPORATION

  CORPORATE SEAL

  1999

  NEVADA

  	
  STEVEN J. BLAD

  PRESIDENT

  
	
   

  	
  COUNTERSIGNED AND
  REGISTERED:

  CONTINENTAL STOCK
  TRANSFER & TRUST COMPANY

  
	
   

  	
   

  	
  (Jersey City, NJ)

   

  
	
   

  	
   

  	
   

  
	
     

  	
  TRANSFER AGENT AND
  REGISTRAR

  
	
   

  
	
   

  	
   

  	
  AUTHORIZED OFFICER

  
													



 


 

















 


[Back of Certificate]


 


VendingData Corporation


 


	
                  The Corporation will furnish to any stockholder,
  upon request and without charge, a statement of the powers, designations,
  preferences, and relative participating, optional or other special rights of
  each class of stock or series thereof and the qualifications, limitations or
  restrictions of such preferences and/or rights, insofar as the same shall
  have been fixed, and of the authority of the Board of Directors to designate
  any preferences, rights and limitations of any wholly unissued series.  Any such request should be directed to the
  Secretary of the Corporation at the principal office of the Corporation.

  
	
   

  
	
                  The
  following abbreviations, when used in the inscription on the face of this
  certificate, shall be construed as though they were written out in full
  according to applicable laws or regulations:

  
	
   

  	
   

  	
   

  	
   

  
	
  TEN COM

  TEN ENT

  JT TEN 

  	
  —

  —

  —

  	
  as tenants in common

  as tenants by the entities

  as joint tenants with right
  of survivorship and not as tenants in common

  	
  UNIF
  GIFT MIN ACT —

  	
   

  	
  Custodian

  	
   

  
	
   

  	
  (Client)

  	
   

  	
  (Minor)

  
	
   

  	
  Under Uniform Gifts to
  Minors 

  Act

  
	
   

  	
   

  	
  (State)

  
	
   

  
	
  UNIF
  TRF MIN ACT — 

  	
  Custodian (until age

  	
   

  	
  )

  
	
  (Client)

  	
   

  
	
   

  	
  Under
  Uniform Transfers 

  
	
  (Minor)

  	
   

  
	
   

  	
  to Minors Act

  
	
   

  	
  (State)

  
	
   

  
	
  Additional
  abbreviations may also be used though not in the above list.

   

  
	
   

  	
   

  
	
  FOR VALUE
  RECEIVED, 

  	
  hereby sell, assign and transfer
  unto

   

  
	
   

  
	
  PLEASE INSERT SOCIAL SECURITY OR OTHER

     
  IDENTIFYING NUMBER OF ASSIGNEE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  
	
  (Please print or type
  name and address, including zip code, of assignee)

   

  
	
   

  
	
   

  
	
   

  	
  Shares

  
	
  of the common stock represented by the within
  Certificate, and do hereby irrevocably constitute and appoint

  
	
   

  	
  Attorney

  
	
  to transfer the said stock on the books of the
  within named Corporation with full power of substitution in the premises.

  
	
   

  
	
  Dated 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  X

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  X

  	
   

  
	
   

  	
  NOTICE:

  	
  THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND
  WITH THE NAME(S) AS WRITTEN UPPON THE FACE OF THE CERTIFICATE IN EVERY
  PARTICULAR, WITHOUT ALTERATION OR ENGLARGEMENT OF ANY CHANGE WHATEVER.

  
	
   

  	
   

  	
   

  
	
  Signature(s) Guaranteed

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  THE SIGNATURES(S) MUST BE GUARANTEED BY AN ELIGIBLE
  GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
  CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM),
  PURSUANT TO S.E.C. RULE 17Ad-15.