Exhibit
10.27


 


ESCROW AGREEMENT


This Agreement, dated
the            day of                , 2003 by and between
VendingData Corporation, a Nevada corporation (“Customer”) and Wells Fargo Bank
Minnesota, National Association (“Escrow Agent”)


1.             Receipt of Escrow Funds.  Escrow Agent
shall receive funds via bank draft, cashier’s check or wire transfer (the
“Escrow Funds”) from time to time from Philadelphia Brokerage Corporation
(“PBC”) on behalf of Customer or directly from subscribers for Customer’s
shares, in each instance in connection with that certain offering of up to
5,000,000 shares of Customer’s common stock as set forth in that certain
Registration Statement on Securities and Exchange Commission Form SB-2 to be
filed on or about September 23, 2003, as the same may be amended from time
to time.


2.             Investments.  The Escrow
Funds shall be deposited by the Escrow Agent in a noninterest-bearing account
according to Section 4.


3.             Interest.  The Escrow
Funds shall be placed in a noninterest-bearing account.


4.             Disbursement of Funds.  Escrow Agent
shall transfer the Escrow Funds or portions thereof to the Customer upon the
joint written instructions of Customer and PBC.


Escrow Agent is not
responsible and does not warrant, convey or guarantee in any form or manner
that the disbursed Escrow Funds will be used by Customer for the purposes
herein stated or stated elsewhere.


5.             Duty of the Escrow Agent.  The sole
duty of Escrow Agent is to receive the Escrow Funds and hold the same pending
disbursement pursuant to Section 4 of the Escrow Agreement. Escrow Agent
is not responsible for ensuring that Customer is using the Escrow Funds for any
stated or express purposes. Escrow Agent is not responsible for accounting or
maintaining any records other than to document the wires and funds received and
Escrow Funds disbursed.


6.             Documents.  The Escrow
Agent may conclusively rely upon and shall be protected in acting upon any
statement, certificate, notice, request, consent, order or other document
believed by it to be genuine and to have been signed or presented by the proper
party or parties. The Escrow Agent shall have no duty or liability to verify
any such statement, certificate, notice, request, consent, or order or other
document and its sole responsibility shall be to act only as expressly set
forth in this Escrow Agreement. The Escrow Agent shall be under no obligation
to institute or defend any action, suit or proceeding in connection with this
Escrow Agreement unless first indemnified to its satisfaction by the Customer.


7.             Fees.  Escrow Agent is entitled to
compensation in accordance with “Schedule A” attached hereto and incorporated
herein by reference and shall be payable by Customer. Escrow Agent may in its
discretion deduct said fees from the funds to be disbursed to Customer after 


 


 

















 


 


receipt of joint
instructions to disburse pursuant to Section 4 hereof, if said
compensation is not paid by Customer.


8.             Tax Related Terms.


(a)           Tax Reporting.  No interest
will be earned from the investment of the Escrow Funds as such funds will be
held in a noninterest-bearing account.


(b)           Certification of Tax Identification Number. 
Customer agrees to provide the Escrow Agent with certified tax
identification numbers by furnishing appropriate forms W-9 or W-8 and other
forms and documents that the Escrow Agent may reasonably request.  Customer hereto understand that if such tax
reporting documentation is not so certified to the Escrow Agent, the Escrow
Agent may be required by the Internal Revenue Code of 1986, as amended, to withhold
a portion of any interest or other income earned on the investment of monies or
other property held by the Escrow Agent pursuant to this Agreement.


(c)           Taxes.  Customer agree to indemnify
and hold the Escrow Agent harmless from and against any taxes, additions for
late payment, interest, penalties and other expenses that may be assessed
against the Escrow Agent on or with respect to any payment or other activities
under this Agreement.


9.             Indemnification of Escrow Agent. 
The Customer hereby indemnifies and holds harmless the Escrow Agent from
and against, any and all loss, liability, cost, damage and expense, including,
without limitation, reasonable counsel fees, which the Escrow Agent may suffer
or incur by reason of any action, claim or proceeding brought against the
Escrow Agent arising out of or relating in any way to this Agreement or any
transaction to which this Agreement relates unless such action, claim or
proceeding is the result of the willful misconduct of the Escrow Agent. The
Escrow Agent may consult counsel in respect of any question arising under the
Escrow Agreement and the Escrow Agent shall not be liable for any acting taken
or omitted in good faith upon advice of such counsel.


10.           Notices.  All notices,
requests, demands, and other communications under this Agreement shall be in
writing and shall be deemed to have been duly given (a) on the date of service
if served personally on the party to whom notice is to be given, (b) on the day
of transmission if sent by facsimile transmission to the facsimile number given
below, and telephonic confirmation of receipt is obtained promptly after
completion of transmission, (c) on the day after delivery to Federal Express or
similar overnight courier or the Express Mail service maintained by the United
States Postal Service, or (d) on the fifth day after mailing, if mailed to the
party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed, return receipt requested,
to the party as follows:  


 


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  If to Customer:

  	
   

  	
  VendingData Corporation
  

  6830 South Spencer
  Street 

  Las Vegas, Nevada  89119 

  Attn:      John R. Spina 

                Chief Financial Officer 

  Phone:   (702)
  733-7195 

  Fax:      
  (702) 733-7197

  
	
   

  	
   

  	
   

  
	
  If to Philadelphia Brokerage Corporation:

  	
   

  	
  Philadelphia Brokerage Corporation 

  992 Old Eagle School Road 

  Suite 915 

  Wayne, PA 
  19087 

  Attn:     
  Bernadette Pucillo 

                Operations
  Manager 

  Phone:   (610)
  975-9990 

  Fax:      
  (610) 975-9993

  
	
   

  	
   

  	
   

  
	
  If to Escrow Agent:

  	
   

  	
  Wells Fargo Bank
  Minnesota, N.A. 

  Attn:   

  MAC N9303-110 

  Sixth Street and
  Marquette Avenue 

  Minneapolis, MN  55479 

  Phone:  (     
  )           -            

  Fax:      (     
  )           -

  
	
   

  	
   

  	
   

  
	
  Wires to Escrow Agent
  should be directed to the following:

  	
   

  	
  Wells Fargo Bank
  Minnesota, National 

  Association 

  ABA #121000248 

  Trust Clearing Account
  # 0001038377 

  For Credit to:  

                         Escrow Account

  
	
   

  	
   

  	
   

  



Any party may change its
address for purposes of this paragraph by giving the other party written notice
of the new address in the manner set forth above.


11.           Successors and Assigns.  Except as
otherwise provided in this Agreement, no party hereto shall assign this
Agreement or any rights or obligations hereunder without the prior written
consent to the other parties hereto and any such attempted assignment without
such prior written consent shall be void and of no force and effect.  This Agreement shall inure to the benefit of
and shall be binding upon the successors and permitted assigns of the parties
hereto.


12.           Governing Law; Jurisdiction.  This
Agreement shall be construed, performed, and enforced in accordance with, and
governed by, the internal laws of the State of Minnesota, without giving effect
to the principles of conflicts of laws thereof.  Each party hereby consents to 


 


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the personal jurisdiction and venue of any United
States District Court for the District of Minnesota located in Hennepin County,
Minnesota.


13.           Severability.  In the event
that any part of this Agreement is declared by any court or other judicial or
administrative body to be null, void, or unenforceable, said provision shall
survive to the extent it is not so declared, and all of the other provisions of
this Agreement shall remain in full force and effect.


14.           Amendments; Waivers.  This
Agreement may be amended or modified, and any of the terms, covenants,
representations, warranties, or conditions hereof may be waived, only by a
written instrument executed by the parties hereto, or in the case of a waiver,
by the party waiving compliance.  Any
waiver by any party of any condition, or of the breach of any provision, term,
covenant, representation, or warranty contained in this Agreement, in any one
or more instances, shall not be deemed to be nor construed as further or
continuing waiver of any such condition, or of the breach of any other
provision, term, covenant, representation, or warranty of this Agreement.


15.           Entire Agreement.  This
Agreement contains the entire understanding among the parties hereto with respect
to the escrow contemplated hereby and supersedes and replaces all prior and
contemporaneous agreements and understandings, oral or written, with regard to
such escrow.


16.           Section Headings.  The section
headings in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of this Agreement.


17.           Counterparts.  This
agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which shall constitute the same instrument.


18.           Resignation.  Escrow Agent
may resign upon 30 days advance written notice to the Customer.  If a successor Escrow Agent is not appointed
within the 30-day period following such notice, Escrow Agent may petition any
court of competent jurisdiction to name a successor Escrow Agent.


[Signature page follows]


 


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In
Witness Whereof, the
parties hereto have caused this Agreement to be executed the day and year first
set forth above.


	
   

  	
   

  	
  VendingData Corporation, a Nevada

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
  Its:

  
	
   

  	
   

  	
   

   

  
	
   

  	
   

  	
  Wells Fargo Bank Minnesota, National Association

  
	
   

  	
   

  	
   

   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
  Its:

  



 


 


 


 


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EXHIBIT A


ESCROW FEE SCHEDULE


ACCEPTANCE FEE:                                                                                                                                                  $2,000.00


For initial services
including examination of the Escrow Agreement and all supporting documents this
is a one-time fee payable upon the opening of the account.


ADMINISTRATION FEE:                                                                                                                                         $2,500.00


An annual charge or any
portion of a 12-month period thereof. 
This fee is payable upon the opening of the account and annually
thereafter.  This charge is not prorated
for the first year.  There is an
additional $250 annual charge for each sub account opened.


	
  TRANSACTION
  FEE:

  	
   

  	
  $

  
	
  Wire transfer of funds

  	
   

  	
  $25.00

  
	
  Other transfer of funds (ie. checks, internal
  account transfers)

  	
   

  	
  $10.00

  
	
  Asset transactions
  (purchases/sales/calls/deposit/withdrawls, etc.)

  	
   

  	
  $20.00

  



 


 


No charge for Wells Fargo
Fund transactions other than those disclosed in the Fund Prospectus.


EXTRAORDINARY SERVICES:


For any services other
than those covered by the aforementioned, a special per hour charge will be
made commensurate with the character of the service, time required and
responsibility involved.  Such services
include but are not limited to excessive administrative time, attendance at closings,
specialized reports (eg. tax reporting) and record-keeping, unusual
certifications, etc.


	
  1099-Tax reporting

  	
   

  	
  $15.00 per report

  
	
  Other Tax reporting

  	
   

  	
  per hour charge