<PAGE>

                                                                    Exhibit 10.1

                          SECURITIES PURCHASE AGREEMENT

      This Securities Purchase Agreement (this "Agreement") is dated as of May
3, 2007, among VendingData Corporation, a Nevada corporation (the "Company"),
and each purchaser identified on the signature pages hereto (each, including its
successors and assigns, a "Purchaser" and collectively the "Purchasers").

                                 R E C I T A L S

      WHEREAS, subject to the terms and conditions set forth in this Agreement
and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act") and Rule 506 promulgated thereunder, the Company desires to
issue and sell to each Purchaser, and each Purchaser, severally and not jointly,
desires to purchase from the Company, securities of the Company as more fully
described in this Agreement.

                                A G R E E M E N T

      NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agree
as follows:

                                   ARTICLE I.
                                   DEFINITIONS

      1.1 Definitions. In addition to the terms defined elsewhere in this
Agreement, for all purposes of this Agreement, the following terms have the
meanings indicated in this Section 1.1:

            "Action" shall have the meaning ascribed to such term in Section
      3.1(j).

            "Affiliate" means any Person that, directly or indirectly through
      one or more intermediaries, controls or is controlled by or is under
      common control with a Person as such terms are used in and construed under
      Rule 144 under the Securities Act. With respect to a Purchaser, any
      investment fund or managed account that is managed on a discretionary
      basis by the same investment manager as such Purchaser will be deemed to
      be an Affiliate of such Purchaser.

            "Business Day" means any day except Saturday, Sunday and any day
      which shall be a federal legal holiday in the United States.

            "Closing" means the Closing of the purchase and sale of the Shares
      pursuant to Section 2.1.

            "Closing Date" means the Business Day when all of the Transaction
      Documents have been executed and delivered by the applicable parties
      thereto, and all conditions precedent to (i) the Purchasers' obligations
      to pay the Subscription Amount and (ii) the Company's obligations to
      deliver the applicable Shares have been satisfied or waived.

            "Commission" means the Securities and Exchange Commission.

<PAGE>

            "Common Stock" means the common stock of the Company, par value
      $0.001 per share, and any other class of securities into which such
      securities may hereafter be reclassified or changed into.

            "Common Stock Equivalents" means any securities of the Company or
      the Subsidiaries which would entitle the holder thereof to acquire at any
      time Common Stock, including, without limitation, any debt, preferred
      stock, rights, options, warrants or other instrument that is at any time
      convertible into or exercisable or exchangeable for, or otherwise entitles
      the holder thereof to receive, Common Stock.

            "Disclosure Schedules" means the Disclosure Schedules of the Company
      delivered in connection with the Closing.

            "Effective Date" means the date that the initial Registration
      Statement filed by the Company pursuant to the Registration Rights
      Agreement is first declared effective by the Commission.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended, and the rules and regulations promulgated thereunder.

            "GAAP" shall have the meaning ascribed to such term in Section
      3.1(h).

            "Intellectual Property Rights" shall have the meaning ascribed to
      such term in Section 3.1(o).

            "Liens" means a lien, charge, security interest, encumbrance, right
      of first refusal, preemptive right or other restriction.

            "Material Adverse Effect" shall have the meaning assigned to such
      term in Section 3.1(b).

            "Material Permits" shall have the meaning ascribed to such term in
      Section 3.1(m).

            "Person" means an individual or corporation, partnership, trust,
      incorporated or unincorporated association, joint venture, limited
      liability company, joint stock company, government (or an agency or
      subdivision thereof) or other entity of any kind.

            "Proceeding" means an action, claim, suit, investigation or
      proceeding (including, without limitation, an investigation or partial
      proceeding, such as a deposition), whether commenced or threatened.

            "Registration Rights Agreement" means the Registration Rights
      Agreement, dated the date hereof, among the Company and the Purchasers, in
      the form of Exhibit A attached hereto.

                                     - 2 -

<PAGE>

            "Registration Statement" means a registration statement meeting the
      requirements set forth in the Registration Rights Agreement and covering
      the resale by the Purchasers of the Shares.

            "Required Approvals" shall have the meaning ascribed to such term in
      Section 3.1(e).

            "Rule 144" means Rule 144 promulgated by the Commission pursuant to
      the Securities Act, as such Rule may be amended from time to time, or any
      similar rule or regulation hereafter adopted by the Commission having
      substantially the same effect as such Rule.

            "SEC Reports" shall have the meaning ascribed to such term in
      Section 3.1(h).

            "Shares" means the Six Hundred Thousand (600,000) shares of Common
      Stock issued or issuable to the Purchasers pursuant to this Agreement.

            "Short Sales" shall include all "short sales" as defined in Rule 200
      of Regulation SHO under the Exchange Act (but shall not be deemed to
      include the location and/or reservation of borrowable shares of Common
      Stock).

            "Subscription Amount" means, as to each Purchaser, the aggregate
      amount to be paid for Shares purchased hereunder as specified below such
      Purchaser's name on the signature page of this Agreement and next to the
      heading "Subscription Amount," in United States Dollars and in immediately
      available funds.

            "Subsidiary" means any subsidiary of the Company as set forth on
      Schedule 3.1(a).

            "Trading Market" means the following markets or exchanges on which
      the Common Stock is listed or quoted for trading on the date in question:
      the American Stock Exchange, the New York Stock Exchange, the NASDAQ
      Global Select Market, the NASDAQ Global Market, the NASDAQ Capital Market
      or the OTC Bulletin Board.

            "Transaction Documents" means this Agreement and the Registration
      Rights Agreement executed in connection with the transactions contemplated
      hereunder.

                                  ARTICLE II.
                                PURCHASE AND SALE

      2.1 Closing. Upon the terms and subject to the conditions set forth
herein, the Company agrees to sell, and each Purchaser agrees to purchase,
severally and not jointly, the number of Shares set forth on each respective
Purchaser's signature page attached hereto, for the Subscription Amount set
forth thereon, which in the aggregate shall equal up to One Million, Six Hundred
Fifty Thousand Dollars ($1,650,000) of Shares. On the Closing Date (the "Closing
Date"), each Purchaser shall deliver to the Company, via wire transfer or a
certified check,

                                     - 3 -

<PAGE>

immediately available funds equal to their Subscription Amount, and the Company
shall deliver to each Purchaser their respective Shares to be issued at the
Closing (the "Closing") at the Closing. Upon satisfaction of the conditions set
forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of
Greenberg Traurig, LLP, 650 Town Center Drive, Suite 1700, Costa Mesa,
California 92626, or such other location as the parties shall mutually agree.

      2.2 Deliveries.

            (a) On or prior to the Closing Date, the Company shall deliver or
      cause to be delivered to each Purchaser the following:

                  (i) this Agreement duly executed by the Company;

                  (ii) one or more stock certificates evidencing that number of
            Shares purchased by each Purchaser hereunder, registered in the name
            of such Purchaser;

                  (iii) the Registration Rights Agreement duly executed by the
            Company; and

                  (iv) a certificate, executed by the Secretary of the Company
            and dated as of the Closing Date, as to (i) the resolutions
            consistent with Section 3.1(c) as adopted by the Company's Board of
            Directors in a form reasonably acceptable to such Purchaser, (ii)
            the Certificate of Incorporation and (iii) the Bylaws, each as in
            effect at the Closing, in the form attached hereto as Exhibit B.

            (b) On or prior to the Closing Date, each Purchaser shall deliver or
      cause to be delivered to the Company the following:

                  (i) this Agreement duly executed by such Purchaser;

                  (ii) such Purchaser's Subscription Amount by wire transfer or
            cashier's check to the account as specified by the Company in
            writing; and

                  (iii) the Registration Rights Agreement duly executed by such
            Purchaser.

      2.3 Closing Conditions.

            (a) The obligations of the Company hereunder in connection with the
      Closing are subject to the following conditions being met:

                  (i) the representations and warranties of the Purchasers shall
            be true and correct in all material respects (except for those
            representations and warranties that are qualified by materiality or
            Material Adverse Effect, which shall be true and correct in all
            respects) as of the date when made and as of the Closing Date as
            though made at that time (except for representations and warranties
            that speak as of a specific date, which shall remain true and
            correct as of such specific date);

                                     - 4 -

<PAGE>

                  (ii) all obligations, covenants and agreements of the
            Purchasers required to be performed at or prior to the Closing Date
            shall have been performed;

                  (iii) the delivery by the Purchasers of the items set forth in
            Section 2.2(b) of this Agreement; and

                  (iv) the Company's additional listing application for the
            Shares filed with the American Stock Exchange ("AMEX") shall have
            been approved by the AMEX.

            (b) The respective obligations of the Purchasers hereunder in
      connection with the Closing are subject to the following conditions being
      met:

                  (i) the representations and warranties of the Company and its
            Subsidiaries shall be true and correct in all material respects
            (except for those representations and warranties that are qualified
            by materiality or Material Adverse Effect, which shall be true and
            correct in all respects) as of the date when made and as of the
            Closing Date as though made at that time (except for representations
            and warranties that speak as of a specific date, which shall remain
            true and correct as of such specific date);

                  (ii) all obligations, covenants and agreements of the Company
            required to be performed at or prior to the Closing Date shall have
            been performed;

                  (iii) the delivery by the Company of the items set forth in
            Section 2.2(a) of this Agreement; and

                  (iv) the Company shall have obtained all governmental,
            regulatory or third party consents and approvals, if any, necessary
            for the sale of the Shares.

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

      3.1 Representations and Warranties of the Company. Except as set forth
under the corresponding section of the disclosure schedules delivered to the
Purchasers concurrently herewith (the "Disclosure Schedules") which Disclosure
Schedules shall be deemed a part hereof, the Company hereby makes the
representations and warranties set forth below to each Purchaser:

            (a) Subsidiaries. All of the direct and indirect subsidiaries of the
      Company are set forth on Schedule 3.1(a). The Company owns, directly or
      indirectly, all of the capital stock or other equity interests of each
      Subsidiary free and clear of any Liens, and all the issued and outstanding
      shares of capital stock of each Subsidiary are validly issued and are
      fully paid, non-assessable and free of preemptive and similar rights to
      subscribe for or purchase securities.

                                     - 5 -

<PAGE>

            (b) Organization and Qualification. The Company and each of the
      Subsidiaries is an entity duly incorporated or otherwise organized,
      validly existing and in good standing under the laws of the jurisdiction
      of its incorporation or organization (as applicable), with the requisite
      power and authority to own and use its properties and assets and to carry
      on its business as currently conducted. Neither the Company nor any
      Subsidiary is in violation or default of any of the provisions of its
      respective certificate or articles of incorporation, bylaws or other
      organizational or charter documents. Each of the Company and the
      Subsidiaries is duly qualified to conduct business and is in good standing
      as a foreign corporation or other entity in each jurisdiction in which the
      nature of the business conducted or property owned by it makes such
      qualification necessary, except where the failure to be so qualified or in
      good standing, as the case may be, could not have or reasonably be
      expected to result in (i) a material adverse effect on the legality,
      validity or enforceability of any Transaction Document, (ii) a material
      adverse effect on the business, properties, assets, operations, prospects,
      results of operations or financial condition of the Company and the
      Subsidiaries, taken as a whole, or (iii) a material adverse effect on the
      Company's ability to perform in any material respect on a timely basis its
      obligations under any Transaction Document (any of (i), (ii) or (iii), a
      "Material Adverse Effect") and no Proceeding has been instituted in any
      such jurisdiction revoking, limiting or curtailing or seeking to revoke,
      limit or curtail such power and authority or qualification.

            (c) Authorization; Enforcement. The Company has the requisite
      corporate power and authority to enter into and to consummate the
      transactions contemplated by each of the Transaction Documents and
      otherwise to carry out its obligations hereunder and thereunder. The
      execution and delivery of each of the Transaction Documents by the Company
      and the consummation by it of the transactions contemplated hereby and
      thereby have been duly authorized by all necessary action on the part of
      the Company and no further action is required by the Company, its board of
      directors or its stockholders in connection therewith other than in
      connection with the required approvals set forth on Schedule 3.1(c)
      attached hereto (the "Required Approvals"). Each Transaction Document has
      been (or upon delivery will have been) duly executed by the Company and,
      when delivered in accordance with the terms hereof and thereof, will
      constitute the valid and binding obligation of the Company enforceable
      against the Company in accordance with its terms except (i) as limited by
      general equitable principles and applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors' rights generally, (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other equitable remedies and (iii) insofar as indemnification and
      contribution provisions may be limited by applicable law.

            (d) No Conflicts. The execution, delivery and performance of the
      Transaction Documents by the Company, the issuance and sale of the Shares
      and the consummation by the Company of the other transactions contemplated
      hereby and thereby do not and will not (i) conflict with or violate any
      provision of the Company's or any Subsidiary's certificate or articles of
      incorporation, bylaws or other organizational or charter documents, or
      (ii) conflict with, or constitute a default (or an event that with notice
      or lapse of time or both would become a default) under, result in the
      creation of any Lien

                                     - 6 -
<PAGE>

      upon any of the properties or assets of the Company or any Subsidiary, or
      give to others any rights of termination, amendment, acceleration or
      cancellation (with or without notice, lapse of time or both) of, any
      agreement, credit facility, debt or other instrument (evidencing a Company
      or Subsidiary debt or otherwise) or other understanding to which the
      Company or any Subsidiary is a party or by which any property or asset of
      the Company or any Subsidiary is bound or affected, or (iii) subject to
      the Required Approvals, conflict with or result in a violation of any law,
      rule, regulation, order, judgment, injunction, decree or other restriction
      of any court or governmental authority to which the Company or a
      Subsidiary is subject (including federal and state securities laws and
      regulations), or by which any property or asset of the Company or a
      Subsidiary is bound or affected; except in the case of each of clauses
      (ii) and (iii), such as could not have or reasonably be expected to result
      in a Material Adverse Effect.

            (e) Filings, Consents and Approvals. The Company is not required to
      obtain any consent, waiver, authorization or order of, give any notice to,
      or make any filing or registration with, any court or other federal,
      state, local or other governmental authority or other Person in connection
      with the execution, delivery and performance by the Company of the
      Transaction Documents, other than (i) filings required pursuant to Section
      4.4 of this Agreement, (ii) the filing with the Commission of the
      Registration Statement, (iii) application(s) to each applicable Trading
      Market for the listing of the Shares for trading thereon in the time and
      manner required thereby, and (iv) the filing of Form D with the Commission
      and such filings as are required to be made under applicable state
      securities laws (collectively, the "Required Approvals").

            (f) Issuance of the Shares. The Shares are duly authorized and, when
      issued and paid for in accordance with the applicable Transaction
      Documents, will be duly and validly issued, fully paid and nonassessable,
      free and clear of all Liens imposed by the Company other than restrictions
      on transfer provided for in the Transaction Documents. The Company has
      reserved from its duly authorized capital stock the Shares issuable
      pursuant to this Agreement.

            (g) Capitalization. The capitalization of the Company is as set
      forth on Schedule 3.1(g). No Person has any right of first refusal,
      preemptive right, right of participation, or any similar right to
      participate in the transactions contemplated by the Transaction Documents.
      Except as a result of the purchase and sale of the Shares or as set forth
      on Schedule 3.1(g), there are no outstanding options, warrants, script
      rights to subscribe to, calls or commitments of any character whatsoever
      relating to, or securities, rights or obligations convertible into or
      exercisable or exchangeable for, or giving any Person any right to
      subscribe for or acquire, any shares of Common Stock, or contracts,
      commitments, understandings or arrangements by which the Company or any
      Subsidiary is or may become bound to issue additional shares of Common
      Stock or Common Stock Equivalents. The issuance and sale of the Shares
      will not obligate the Company to issue shares of Common Stock or other
      securities to any Person (other than the Purchasers) and will not result
      in a right of any holder of Company securities to adjust the exercise,
      conversion, exchange or reset price under any of such securities. All of
      the outstanding shares of capital stock of the Company are validly issued,
      fully paid and nonassessable, have been issued in compliance with all
      federal and state securities laws, and none of

                                     - 7 -

<PAGE>

      such outstanding shares was issued in violation of any preemptive rights
      or similar rights to subscribe for or purchase securities. No further
      approval or authorization of any stockholder, the Board of Directors of
      the Company or others is required for the issuance and sale of the Shares.
      Except as set forth on Schedule 3.1(g), there are no stockholders
      agreements, voting agreements or other similar agreements with respect to
      the Company's capital stock to which the Company is a party or, to the
      knowledge of the Company, between or among any of the Company's
      stockholders.

            (h) SEC Reports; Financial Statements. The Company has filed all
      reports, schedules, forms, statements and other documents required to be
      filed by it under the Securities Act and the Exchange Act, including
      pursuant to Section 13(a) or 15(d) thereof, for the period commencing on
      January 1, 2006 through the date hereof (the foregoing materials,
      including the exhibits thereto and documents incorporated by reference
      therein, being collectively referred to herein as the "SEC Reports") on a
      timely basis or has received a valid extension of such time of filing and
      has filed any such SEC Reports prior to the expiration of any such
      extension. As of their respective dates, the SEC Reports complied in all
      material respects with the requirements of the Securities Act and the
      Exchange Act and the rules and regulations of the Commission promulgated
      thereunder, as applicable, and none of the SEC Reports, when filed,
      contained any untrue statement of a material fact or omitted to state a
      material fact required to be stated therein or necessary in order to make
      the statements therein, in the light of the circumstances under which they
      were made, not misleading. The financial statements of the Company
      included in the SEC Reports complied in all material respects with
      applicable accounting requirements and the rules and regulations of the
      Commission with respect thereto as in effect at the time of filing. Such
      financial statements have been prepared in accordance with United States
      generally accepted accounting principles applied on a consistent basis
      during the periods involved ("GAAP"), except as may be otherwise specified
      in such financial statements or the notes thereto and except that
      unaudited financial statements may not contain all footnotes required by
      GAAP, and fairly present in all material respects the financial position
      of the Company and its consolidated subsidiaries as of and for the dates
      thereof and the results of operations and cash flows for the periods then
      ended, subject, in the case of unaudited statements, to normal,
      immaterial, year-end audit adjustments.

            (i) Material Changes; Undisclosed Events, Liabilities or
      Developments. Since the date of the latest audited financial statements
      included within the SEC Reports, except as specifically disclosed in a
      subsequent SEC Report, (i) there has been no event, occurrence or
      development that has had or that could reasonably be expected by the
      Company to result in a Material Adverse Effect, (ii) the Company has not
      incurred any liabilities (contingent or otherwise) other than (A) trade
      payables and accrued expenses incurred in the ordinary course of business
      consistent with past practice and (B) liabilities not required to be
      reflected in the Company's financial statements pursuant to GAAP or
      disclosed in filings made with the Commission, (iii) the Company has not
      altered its method of accounting, (iv) the Company has not declared or
      made any dividend or distribution of cash or other property to its
      stockholders or purchased, redeemed or made any agreements to purchase or
      redeem any shares of its capital stock and (v) the Company has not issued
      any equity securities to any officer, director or Affiliate, except

                                     - 8 -

<PAGE>

      pursuant to existing Company stock option plans. The Company does not have
      pending before the Commission any request for confidential treatment of
      information.

            (j) Litigation. There is no action, suit, inquiry, notice of
      violation, proceeding or investigation pending or, to the knowledge of the
      Company, threatened against or affecting the Company, any Subsidiary or
      any of their respective properties before or by any court, arbitrator,
      governmental or administrative agency or regulatory authority (federal,
      state, county, local or foreign) (collectively, an "Action") which
      materially adversely affects or challenges the legality, validity or
      enforceability of any of the Transaction Documents or the Shares. The
      Commission has not issued any stop order or other order suspending the
      effectiveness of any registration statement filed by the Company or any
      Subsidiary under the Exchange Act or the Securities Act.

            (k) Labor Relations. No material labor dispute exists or, to the
      knowledge of the Company, is imminent with respect to any of the employees
      of the Company which could reasonably be expected to result in a Material
      Adverse Effect. None of the Company's or its Subsidiaries' employees is a
      member of a union that relates to such employee's relationship with the
      Company, and neither the Company or any of its Subsidiaries is a party to
      a collective bargaining agreement, and the Company and its Subsidiaries
      believe that their relationships with their employees are good. No
      executive officer, to the knowledge of the Company, is, or is now expected
      to be, in violation of any material term of any employment contract,
      confidentiality, disclosure or proprietary information agreement or
      non-competition agreement, or any other contract or agreement or any
      restrictive covenant, and the continued employment of each such executive
      officer does not subject the Company or any of its Subsidiaries to any
      liability with respect to any of the foregoing matters. The Company and
      its Subsidiaries are in compliance with all U.S. federal, state, local and
      foreign laws and regulations relating to employment and employment
      practices, terms and conditions of employment and wages and hours, except
      where the failure to be in compliance could not, individually or in the
      aggregate, reasonably be expected to have a Material Adverse Effect.

            (l) Compliance. Neither the Company nor any Subsidiary (i) is in
      default under or in violation of (and no event has occurred that has not
      been waived that, with notice or lapse of time or both, would result in a
      default by the Company or any Subsidiary under), nor has the Company or
      any Subsidiary received notice of a claim that it is in default under or
      that it is in violation of, any indenture, loan or credit agreement or any
      other agreement or instrument to which it is a party or by which it or any
      of its properties is bound (whether or not such default or violation has
      been waived), (ii) is in violation of any order of any court, arbitrator
      or governmental body, or (iii) is or has been in violation of any statute,
      rule or regulation of any governmental authority, including without
      limitation all foreign, federal, state and local laws applicable to its
      business and all such laws that affect the environment, except in each
      case as could not have or reasonably be expected to result in a Material
      Adverse Effect.

            (m) Regulatory Permits. The Company and the Subsidiaries possess all
      certificates, authorizations and permits issued by the appropriate
      federal, state, local or foreign regulatory authorities necessary to
      conduct their respective businesses as

                                     - 9 -
<PAGE>

      described in the SEC Reports, except where the failure to possess such
      permits could not have or reasonably be expected to result in a Material
      Adverse Effect ("Material Permits"), and neither the Company nor any
      Subsidiary has received any notice of proceedings relating to the
      revocation or modification of any Material Permit.

            (n) Title to Assets. The Company and the Subsidiaries have good and
      marketable title in fee simple to all real property owned by them that is
      material to the business of the Company and the Subsidiaries and good and
      marketable title in all personal property owned by them that is material
      to the business of the Company and the Subsidiaries, in each case free and
      clear of all Liens, except for Liens as do not materially affect the value
      of such property and do not materially interfere with the use made and
      proposed to be made of such property by the Company and the Subsidiaries
      and Liens for the payment of federal, state or other taxes, the payment of
      which is neither delinquent nor subject to penalties. Any real property
      and facilities held under lease by the Company and the Subsidiaries are
      held by them under valid, subsisting and enforceable leases with which the
      Company and the Subsidiaries are in compliance.

            (o) Patents and Trademarks. The Company and the Subsidiaries have,
      or have rights to use, all patents, patent applications, trademarks,
      trademark applications, service marks, trade names, trade secrets,
      inventions, copyrights, licenses and other intellectual property rights
      and similar rights necessary or material for use in connection with their
      respective businesses as described in the SEC Reports and which the
      failure to so have could have a Material Adverse Effect (collectively, the
      "Intellectual Property Rights"). Neither the Company nor any Subsidiary
      has received a notice (written or otherwise) that the Intellectual
      Property Rights used by the Company or any Subsidiary violates or
      infringes upon the rights of any Person. To the knowledge of the Company,
      all such Intellectual Property Rights are enforceable and there is no
      existing infringement by another Person of any of the Intellectual
      Property Rights. The Company and its Subsidiaries have taken reasonable
      security measures to protect the secrecy, confidentiality and value of all
      of their intellectual properties, except where failure to do so could not,
      individually or in the aggregate, reasonably be expected to have a
      Material Adverse Effect.

            (p) Insurance. The Company and the Subsidiaries are insured by
      insurers of recognized financial responsibility against such losses and
      risks and in such amounts as are prudent and customary in the businesses
      in which the Company and the Subsidiaries are engaged, including, but not
      limited to, directors and officers insurance coverage at least equal to
      the aggregate Subscription Amount. Neither the Company nor any Subsidiary
      has any reason to believe that it will not be able to renew its existing
      insurance coverage as and when such coverage expires or to obtain similar
      coverage from similar insurers as may be necessary to continue its
      business without a significant increase in cost.

            (q) Transactions With Affiliates and Employees. Except as set forth
      in the SEC Reports, none of the officers or directors of the Company and,
      to the knowledge of the Company, none of the employees of the Company is
      presently a party to any transaction with the Company or any Subsidiary
      (other than for services as employees,

                                     - 10 -

<PAGE>

      officers and directors), including any contract, agreement or other
      arrangement providing for the furnishing of services to or by, providing
      for rental of real or personal property to or from, or otherwise requiring
      payments to or from any officer, director or such employee or, to the
      knowledge of the Company, any entity in which any officer, director, or
      any such employee has a substantial interest or is an officer, director,
      trustee or partner, in each case in excess of $60,000 other than (i) for
      payment of salary or consulting fees for services rendered, (ii)
      reimbursement for expenses incurred on behalf of the Company and (iii) for
      other employee benefits, including stock option agreements under any stock
      option plan of the Company.

            (r) Sarbanes-Oxley; Internal Accounting Controls. The Company is in
      material compliance with all provisions of the Sarbanes-Oxley Act of 2002
      which are applicable to it as of the Closing Date. The Company maintains
      disclosure controls and procedures (as such term is defined in Rule
      13a-15(e) under the Exchange Act) that are effective in ensuring that
      information required to be disclosed by the Company in the reports that it
      files or submits under the Exchange Act is recorded, processed, summarized
      and reported, within the time periods specified in the rules and forms of
      the SEC, including, without limitation, controls and procedures designed
      in to ensure that information required to be disclosed by the Company in
      the reports that it files or submits under the Exchange Act is accumulated
      and communicated to the Company's management, including its principal
      executive officer or officers and its principal financial officer or
      officers, as appropriate, to allow timely decisions regarding required
      disclosure.

            (s) Certain Fees. No brokerage or finder's fees or commissions are
      or will be payable by the Company to any broker, financial advisor or
      consultant, finder, placement agent, investment banker, bank or other
      Person with respect to the transactions contemplated by the Transaction
      Documents. The Purchasers shall have no obligation with respect to any
      fees or with respect to any claims made by or on behalf of other Persons
      for fees of a type contemplated in this Section that may be due in
      connection with the transactions contemplated by the Transaction Documents
      as a result of any action taken by the Company or its Affiliates.

            (t) Private Placement. Assuming the accuracy of the Purchasers
      representations and warranties set forth in Section 3.2, no registration
      under the Securities Act is required for the offer and sale of the Shares
      by the Company to the Purchasers as contemplated hereby. The issuance and
      sale of the Shares hereunder does not contravene the rules and regulations
      of the Trading Market.

            (u) Investment Company. The Company is not, and is not an Affiliate
      of, and immediately after receipt of payment for the Shares, will not be
      or be an Affiliate of, an "investment company" within the meaning of the
      Investment Company Act of 1940, as amended. The Company shall conduct its
      business in a manner so that it will not become subject to the Investment
      Company Act.

                                     - 11 -

<PAGE>

            (v) Registration Rights. Other than each of the Purchasers, no
      Person has any right to cause the Company to effect the registration under
      the Securities Act of any securities of the Company.

            (w) Listing and Maintenance Requirements. The Company's Common Stock
      is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and
      the Company has taken no action designed to, or which to its knowledge is
      likely to have the effect of, terminating the registration of the Common
      Stock under the Exchange Act nor has the Company received any notification
      that the Commission is contemplating terminating such registration. The
      Company has not, in the 12 months preceding the date hereof, received
      notice from any Trading Market on which the Common Stock is or has been
      listed or quoted to the effect that the Company is not in compliance with
      the listing or maintenance requirements of such Trading Market. The
      Company is, and has no reason to believe that it will not in the
      foreseeable future continue to be, in compliance with all such listing and
      maintenance requirements.

            (x) Application of Takeover Protections. The Company and its Board
      of Directors have taken all necessary action, if any, in order to render
      inapplicable any control share acquisition, business combination, poison
      pill (including any distribution under a rights agreement) or other
      similar anti-takeover provision under the Company's Certificate of
      Incorporation (or similar charter documents) or the laws of its state of
      incorporation that is or could become applicable to the Purchasers as a
      result of the Purchasers and the Company fulfilling their obligations or
      exercising their rights under the Transaction Documents, including without
      limitation as a result of the Company's issuance of the Shares and the
      Purchasers' ownership of the Shares.

            (y) Disclosure. All disclosure furnished by or on behalf of the
      Company to the Purchasers regarding the Company, its business and the
      transactions contemplated hereby, including the Disclosure Schedules to
      this Agreement, with respect to the representations and warranties made
      herein are true and correct with respect to such representations and
      warranties and do not contain any untrue statement of a material fact or
      omit to state any material fact necessary in order to make the statements
      made therein, in light of the circumstances under which they were made,
      not misleading.

            (z) No Integrated Offering. Assuming the accuracy of the Purchasers'
      representations and warranties set forth in Section 3.2, neither the
      Company, nor any of its Affiliates, nor any Person acting on its or their
      behalf has, directly or indirectly, made any offers or sales of any
      security or solicited any offers to buy any security, under circumstances
      that would cause this offering of the Shares to be integrated with prior
      offerings by the Company for purposes of the Securities Act or any
      applicable shareholder approval provisions of any Trading Market on which
      any of the securities of the Company are listed or designated.

            (aa) Tax Status. Except for matters that would not, individually or
      in the aggregate, have or reasonably be expected to result in a Material
      Adverse Effect, the Company and each Subsidiary has filed all necessary
      federal, state and foreign income and franchise tax returns and has paid
      or accrued all taxes shown as due thereon, and the

                                     - 12 -

<PAGE>

      Company has no knowledge of a tax deficiency which has been asserted or
      threatened against the Company or any Subsidiary.

            (bb) No General Solicitation. Neither the Company nor any person
      acting on behalf of the Company has offered or sold any of the Shares by
      any form of general solicitation or general advertising. The Company has
      offered the Shares for sale only to the Purchasers and certain other
      "accredited investors" within the meaning of Rule 501 under the Securities
      Act.

            (cc) Insolvency. The Company is not as of the date hereof, and after
      giving effect to the transactions contemplated hereby to occur at the
      Closing, will not be Insolvent (as defined below). For purposes of this
      Section 3.1(cc), "Insolvent" means, with respect to any Person , (i) the
      present fair saleable value of such Person's assets is less than the
      amount required to pay such Person's total indebtedness, (ii) such Person
      is unable to pay its debts and liabilities, subordinated, contingent or
      otherwise, as such debts and liabilities become absolute and matured,
      (iii) such Person intends to incur or believes that it will incur debts
      that would be beyond its ability to pay as such debts mature or (iv) such
      Person has unreasonably small capital with which to conduct the business
      in which it is engaged as such business is now conducted and is proposed
      to be conducted.

            (dd) Off Balance Sheet Arrangements. There is no transaction,
      arrangement, or other relationship between the Company and an
      unconsolidated or other off balance sheet entity that is required to be
      disclosed by the Company in its Exchange Act filings and is not so
      disclosed or that otherwise would be reasonably likely to have a Material
      Adverse Effect.

            (ee) No Undisclosed Events, Liabilities, Developments or
      Circumstances. Except for the transactions contemplated by this Agreement,
      no event, liability, development or circumstance has occurred or exists
      with respect to the Company or its business, properties, prospects,
      operations or financial condition, that would be required to be disclosed
      by the Company under applicable securities laws on a Current Report on
      Form 8-K filed with the SEC.

            (ff) Environmental Laws. The Company is in compliance with any and
      all Environmental Laws (as hereinafter defined), (ii) have received all
      permits, licenses or other approvals required of them under applicable
      Environmental Laws to conduct their respective businesses and (iii) are in
      compliance with all terms and conditions of any such permit, license or
      approval where, in each of the foregoing clauses (i), (ii) and (iii), the
      failure to so comply would be reasonably expected to have, individually or
      in the aggregate, a Material Adverse Effect. The term "Environmental Laws"
      means all federal, state, local or foreign laws relating to pollution or
      protection of human health or the environment (including, without
      limitation, ambient air, surface water, groundwater, land surface or
      subsurface strata), including, without limitation, laws relating to
      emissions, discharges, releases or threatened releases of chemicals,
      pollutants, contaminants, or toxic or hazardous substances or wastes
      (collectively, "Hazardous Materials") into the environment, or otherwise
      relating to the manufacture, processing, distribution, use, treatment,
      storage, disposal, transport or handling of Hazardous Materials, as well
      as all

                                     - 13 -

<PAGE>

      authorizations, codes, decrees, demands or demand letters, injunctions,
      judgments, licenses, notices or notice letters, orders, permits, plans or
      regulations issued, entered, promulgated or approved thereunder.

            (gg) Manipulation of Price. The Company has not, and to its
      knowledge no one acting on its behalf has taken, directly or indirectly,
      any action designed to cause or to result in the stabilization or
      manipulation of the price of any security of the Company to facilitate the
      sale or resale of any of the Shares.

            (hh) Foreign Corrupt Practices. Neither the Company, nor any of its
      Subsidiaries, nor to the Company's knowledge, any director, officer,
      agent, employee or other Person acting on behalf of the Company or any of
      its Subsidiaries has, in the course of its actions for, or on behalf of,
      the Company (i) used any corporate funds for any unlawful contribution,
      gift, entertainment or other unlawful expenses relating to political
      activity; (ii) made any direct or indirect unlawful payment to any foreign
      or domestic government official or employee from corporate funds; (iii)
      violated or is in violation of any provision of the U.S. Foreign Corrupt
      Practices Act of 1977, as amended; or (iv) made any unlawful bribe,
      rebate, payoff, influence payment, kickback or other unlawful payment to
      any foreign or domestic government official or employee.

      3.2 Representations and Warranties of the Purchasers. Each Purchaser
hereby, for itself and for no other Purchaser, represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows:

            (a) Organization; Authority. Such Purchaser is an entity duly
      organized, validly existing and in good standing under the laws of the
      jurisdiction of its organization with full right, corporate or partnership
      power and authority to enter into and to consummate the transactions
      contemplated by the Transaction Documents and otherwise to carry out its
      obligations hereunder and thereunder. The execution, delivery and
      performance by such Purchaser of the transactions contemplated by this
      Agreement have been duly authorized by all necessary corporate or similar
      action on the part of such Purchaser. Each Transaction Document to which
      it is a party has been duly executed by such Purchaser, and when delivered
      by such Purchaser in accordance with the terms hereof, will constitute the
      valid and legally binding obligation of such Purchaser, enforceable
      against it in accordance with its terms, except (i) as limited by general
      equitable principles and applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors' rights generally, (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other equitable remedies and (iii) insofar as indemnification and
      contribution provisions may be limited by applicable law.

            (b) Own Account. Such Purchaser understands that the Shares are
      "restricted securities" and have not been registered under the Securities
      Act or any applicable state securities law and is acquiring the Shares as
      principal for its own account and not with a view to or for distributing
      or reselling such Shares or any part thereof in violation of the
      Securities Act or any applicable state

                                     - 14 -

<PAGE>

      securities law, has no present intention of distributing any of such
      Shares in violation of the Securities Act or any applicable state
      securities law and has no direct or indirect arrangement or understandings
      with any other persons to distribute or regarding the distribution of such
      Shares (this representation and warranty not limiting such Purchaser's
      right to sell the Shares pursuant to the Registration Statement or
      otherwise in compliance with applicable federal and state securities laws)
      in violation of the Securities Act or any applicable state securities law.
      Such Purchaser is acquiring the Shares hereunder in the ordinary course of
      its business.

            (c) Purchaser Status. At the time such Purchaser was offered the
      Shares, it was, and at the date hereof it is, an "accredited investor" as
      defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the
      Securities Act. Such Purchaser is not required to be registered as a
      broker-dealer under Section 15 of the Exchange Act.

            (d) Experience of Such Purchaser. Such Purchaser, either alone or
      together with its representatives, has such knowledge, sophistication and
      experience in business and financial matters so as to be capable of
      evaluating the merits and risks of the prospective investment in the
      Shares, and has so evaluated the merits and risks of such investment. Such
      Purchaser is able to bear the economic risk of an investment in the Shares
      and, at the present time, is able to afford a complete loss of such
      investment.

            (e) General Solicitation. Such Purchaser is not purchasing the
      Shares as a result of any advertisement, article, notice or other
      communication regarding the Shares published in any newspaper, magazine or
      similar media or broadcast over television or radio or presented at any
      seminar or any other general solicitation or general advertisement.

            (f) Short Sales and Confidentiality Prior To The Date Hereof. Other
      than the transaction contemplated hereunder, such Purchaser has not
      directly or indirectly, nor has any Person acting on behalf of or pursuant
      to any understanding with such Purchaser, engaged in any transaction,
      including Short Sales, in the securities of the Company since the earlier
      to occur of (i) the time that such Purchaser was first contacted by the
      Company regarding an investment in the Company, or (ii) the 30th day prior
      to the date of this Agreement (such earlier date, "Discussion Date").
      Notwithstanding the foregoing, in the case of a Purchaser that is a
      multi-managed investment vehicle whereby separate portfolio managers
      manage separate portions of such Purchaser's assets and the portfolio
      managers have no direct knowledge of the investment decisions made by the
      portfolio managers managing other portions of such Purchaser's assets, the
      representation set forth above shall only apply with respect to the
      portion of assets managed by the portfolio manager that made the
      investment decision to purchase the Shares covered by this Agreement.
      Other than to other Persons party to this Agreement, such Purchaser has
      maintained the confidentiality of all disclosures made to it in connection
      with this transaction (including the existence and terms of this
      transaction).

            (g) Access to Information. Such Purchaser acknowledges that it has
      received and had the opportunity to review (i) copies of the SEC Reports,
      and (ii) all exhibits thereto. Such Purchaser further acknowledges that it
      or its representatives have been afforded (iii) the opportunity to ask
      such questions as it has deemed necessary of, and to receive answers from,
      representatives of the Company concerning the terms and

                                     - 15 -

<PAGE>

      conditions of the offering of the Shares, the merits and risks of
      investing in the Shares, (iv) access to information about the Company and
      the Company's financial condition, results of operations, business,
      properties, management and prospects sufficient to enable it to evaluate
      its investment in the Shares; and (v) the opportunity to obtain such
      additional information which the Company possesses or can acquire without
      unreasonable effort or expense that is necessary to verify the accuracy
      and completeness of the information contained in the SEC Reports.

            (h) Restrictions on Shares. Such Purchaser understands that the
      Shares have not been registered under the Securities Act and may not be
      offered, resold, pledged or otherwise transferred except (a) pursuant to
      an exemption from registration under the Securities Act or pursuant to an
      effective registration statement in compliance with Section 5 under the
      Securities Act and (b) in accordance with all applicable securities laws
      of the states of the United States and other jurisdictions.

                                  ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

      4.1 Transfer Restrictions.

            (a) The Shares may only be disposed of in compliance with state and
      federal securities laws. In connection with any transfer of Shares other
      than pursuant to an effective registration statement or Rule 144, the
      Company may require the transferor thereof to provide to the Company an
      opinion of counsel to the Company, the form and substance of which opinion
      shall be reasonably satisfactory to the Company, to the effect that such
      transfer does not require registration of such transferred Shares under
      the Securities Act.

            (b) The Purchasers agree to the imprinting, so long as is required
      by this Section 4.1(b), of a legend on any of the Shares in the following
      form:

            THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
            ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND ARE
            "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER
            THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE,
            SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
            EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND THE
            APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
            REGISTRATION THEREUNDER, THE AVAILABILITY OF WHICH IS TO BE
            ESTABLISHED TO THE REASONABLE SATISFACTION OF COUNSEL TO THE ISSUER.

      4.2 Furnishing of Information. As long as any Purchaser owns Shares, the
Company covenants to timely file (or obtain extensions in respect thereof and
file within the applicable grace period) all reports required to be filed by the
Company after the date hereof pursuant to the Exchange Act. As long as any
Purchaser owns Shares, if the Company is not required to file

                                     - 16 -

<PAGE>

reports pursuant to the Exchange Act, it will prepare and furnish to the
Purchasers and make publicly available in accordance with Rule 144(c) such
information as is required for the Purchasers to sell the Shares under Rule 144.
The Company further covenants that it will take such further action as any
holder of Shares may reasonably request, to the extent required from time to
time to enable such Person to sell such Shares without registration under the
Securities Act within the requirements of the exemption provided by Rule 144.

      4.3 Integration. The Company shall not sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the Shares in a manner that would require the registration under the
Securities Act of the sale of the Shares to the Purchasers or that would be
integrated with the offer or sale of the Shares for purposes of the rules and
regulations of any Trading Market such that it would require shareholder
approval prior to the closing of such other transaction unless shareholder
approval is obtained before the closing of such subsequent transaction.

      4.4 Securities Laws Disclosure; Publicity. The Company shall, within one
Business Day of the Closing Date, issue a press release disclosing the material
terms of the transactions contemplated hereby, and shall file a Current Report
on Form 8-K (the "Closing 8-K") which shall attach the Transaction Documents
thereto by the first Business Day following the Closing Date. The press release
and the Closing 8-K shall be acceptable to the Purchasers in their reasonable
discretion. No Purchaser shall issue any such press release or otherwise make
any such public statement without the prior consent of the Company. The Company
shall not publicly disclose the name of any Purchaser, or include the name of
any Purchaser in any filing with the Commission or any regulatory agency or
Trading Market, without the prior written consent of such Purchaser, except (i)
as required by federal securities law in connection with (A) any registration
statement contemplated by the Registration Rights Agreement and (B) the filing
of final Transaction Documents (including signature pages thereto) with the
Commission and (ii) to the extent such disclosure is required by law or Trading
Market regulations, in which case the Company shall provide the Purchasers with
prior notice of such disclosure permitted under this subclause (ii).

      4.5 Use of Proceeds. The Company shall use the net proceeds from the sale
of the Shares hereunder as set forth on Schedule 4.5 of the Disclosure Schedule.

      4.6 Listing of Common Stock. The Company hereby agrees to use best efforts
to maintain the listing of the Common Stock on a Trading Market, and as soon as
reasonably practicable following the Closing to list all of the Shares on such
Trading Market. The Company further agrees, if the Company applies to have the
Common Stock traded on any other Trading Market, it will include in such
application all of the Shares, and will take such other action as is necessary
to cause all of the Shares to be listed on such other Trading Market as promptly
as possible. The Company will take all action reasonably necessary to continue
the listing and trading of its Common Stock on a Trading Market and will comply
in all respects with the Company's reporting, filing and other obligations under
the bylaws or rules of the Trading Market.

                                     - 17 -

<PAGE>

      4.7 Short Sales and Confidentiality After The Date Hereof. Each Purchaser,
severally and not jointly with the other Purchasers, covenants that neither it
nor any Affiliate acting on its behalf or pursuant to any understanding with it
will engage in any transactions, including any Short Sales, in the securities of
the Company during the period commencing at the Discussion Time and ending at
the time that the transactions contemplated by this Agreement are first publicly
announced as described in Section 4.4. Each Purchaser, severally and not jointly
with the other Purchasers, covenants that neither it nor any Affiliate acting on
its behalf or pursuant to any understanding with it will engage in any Short
Sales in the securities of the Company during the period commencing at the
Discussion Time and ending on the date the Closing 8-K is filed with the SEC
("Black-out Termination Date"). Each Purchaser, severally and not jointly with
the other Purchasers, covenants that until such time as the transactions
contemplated by this Agreement are publicly disclosed by the Company as
described in Section 4.4, such Purchaser will maintain the confidentiality of
all disclosures made to it in connection with this transaction (including the
existence and terms of this transaction). Each Purchaser understands and
acknowledges, severally and not jointly with any other Purchaser, that the
Commission currently takes the position that coverage of short sales of shares
of the Common Stock "against the box" prior to the Effective Date of the
Registration Statement with respect to the Shares is a violation of Section 5 of
the Securities Act, as set forth in Item 65, Section A, of the Manual of
Publicly Available Telephone Interpretations, dated July 1997, compiled by the
Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the
foregoing, no Purchaser makes any representation, warranty or covenant hereby
that it will not engage in Short Sales in the securities of the Company after
the Black-out Termination Date. Notwithstanding the foregoing, in the case of a
Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser's assets and the portfolio
managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of such Purchaser's assets, the
covenant set forth above shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to purchase
the Shares covered by this Agreement.

      4.8 Form D; Blue Sky Filings. The Company agrees to timely file a Form D
with respect to the Shares as required under Regulation D and to provide a copy
thereof, promptly upon request of any Purchaser. The Company shall take such
action as the Company shall reasonably determine is necessary in order to obtain
an exemption for, or to qualify the Shares for, sale to the Purchasers at the
Closing under applicable securities or "Blue Sky" laws of the states of the
United States, and shall provide evidence of such actions promptly upon request
of any Purchaser.

                                   ARTICLE V.
                                  MISCELLANEOUS

      5.1 Termination. This Agreement may be terminated by any Purchaser, as to
such Purchaser's obligations hereunder only and without any effect whatsoever on
the obligations between the Company and the other Purchasers, or the Company by
written notice to the other parties, if the Closing has not been consummated on
or before May 18, 2007, provided, however, that no such termination will affect
the right of any party to sue for any breach by the other party (or parties).

                                     - 18 -

<PAGE>

      5.2 Fees and Expenses. Except as expressly set forth in the Transaction
Documents to the contrary, each party shall pay the fees and expenses of its
advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution,
delivery and performance of this Agreement. The Company shall pay all transfer
agent fees, stamp taxes and other taxes and duties levied in connection with the
delivery of any Shares to the Purchasers.

      5.3 Entire Agreement. The Transaction Documents, together with the
exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

      5.4 Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto prior to 3:30 p.m. (Las Vegas
time) on a Business Day, (b) the next Business Day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number set forth on the signature pages attached hereto on a day that
is not a Business Day or later than 3:30 p.m. (Las Vegas time) on any Business
Day, (c) the 2nd Business Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service, or (d) upon actual receipt by
the party to whom such notice is required to be given. The address for such
notices and communications shall be as set forth on the signature pages attached
hereto.

      5.5 Amendments; Waivers. No provision of this Agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
the Company and the Purchasers holding not less than 51% of the Shares or, in
the case of a waiver, by the party against whom enforcement of any such waived
provision is sought. No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any
other provision, condition or requirement hereof, nor shall any delay or
omission of any party to exercise any right hereunder in any manner impair the
exercise of any such right.

      5.6 Headings. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.

      5.7 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and permitted assigns. The
Company shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Required Holders. No Purchaser may
assign any of its rights hereunder without the consent of the Company.

      5.8 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person.

                                     - 19 -

<PAGE>

      5.9 Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance with the internal laws of the State of
Nevada, without regard to the principles of conflicts of law thereof. Each party
agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other
Transaction Documents (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the State of
Nevada. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the State of Nevada, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Each party hereby irrevocably waives any right it may have,
and agrees not to request, a jury trial for the adjudication of any dispute
hereunder or in connection with or arising out of this Agreement or any
transaction contemplated hereby. If either party shall commence an action or
proceeding to enforce any provisions of the Transaction Documents, then the
prevailing party in such action or proceeding shall be reimbursed by the other
party for its reasonable attorneys' fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or
proceeding.

      5.10 Survival. The representations and warranties contained herein shall
survive the Closing and the delivery of the Shares.

      5.11 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a ".pdf" format
data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile or ".pdf" signature page were an original
thereof.

      5.12 Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and declared
to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

      5.13 Rescission and Withdrawal Right. Notwithstanding anything to the
contrary contained in (and without limiting any similar provisions of) any of
the other Transaction

                                     - 20 -

<PAGE>

Documents, whenever any Purchaser exercises a right, election, demand or option
under a Transaction Document and the Company does not timely perform its related
obligations within the periods therein provided, then such Purchaser may rescind
or withdraw, in its sole discretion from time to time upon written notice to the
Company, any relevant notice, demand or election in whole or in part without
prejudice to its future actions and rights.

      5.14 Replacement of Shares. If any certificate or instrument evidencing
any Shares is mutilated, lost, stolen or destroyed, the Company shall issue or
cause to be issued in exchange and substitution for and upon cancellation
thereof (in the case of mutilation), or in lieu of and substitution therefor, a
new certificate or instrument, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction. The applicant
for a new certificate or instrument under such circumstances shall also pay any
reasonable third-party costs (including customary indemnity) associated with the
issuance of such replacement Shares.

      5.15 Construction. The parties agree that each of them and/or their
respective counsel has reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of the Transaction Documents or any amendments hereto.

                            (Signature Pages Follow)

                                     - 21 -

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

VENDINGDATA CORPORATION                         Address for Notice:
                                                -------------------

By: /s/ Mark R. Newburg                         1120 Town Center
    ---------------------------------------     Suite 260
       Mark R. Newburg,                         Las Vegas, NV 89144
       President and Chief Executive Officer    Fax: 702.733.7197

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                      SIGNATURE PAGE FOR PURCHASER FOLLOWS]

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

KAIA PARTNERS, LP                           Address for Notice:

By: /s/ illegible
   --------------------------
Subscription Amount: $275,000

Shares: 100,000                             with a copy to:

                                            Address for Delivery of Shares
                                            for Purchaser:

GIMMEL PARTNERS, LP                         Address for Notice:

By: /s  /illegible
    -------------------------
Subscription Amount: $907,500

Shares: 330,000                             with a copy to:

                                            Address for Delivery of Shares for
                                            Purchaser:

<PAGE>

MICHAEL H. WEISS                        Address for Notice:

/s/ Michael H. Weiss
   ------------------------------
Michael H. Weiss

Subscription Amount: $192,500

Shares: 70,000                          with a copy to:

                                        Address for Delivery of Shares
                                         for Purchaser:

I.E.S. HOLDINGS LTD.                    Address for Notice:

By: /s/ illegible                       32 Ben Gurion St.
    ------------------------------      Ramat Gan
                                        Israel

Subscription Amount: $275,000

Shares: 100,000                         with a copy to:

                                        Address for Delivery of Shares for
                                        Purchaser:

                                     - 24 -