**Exhibit10.4**

 

**SECONDAMENDMENT TO EMPLOYMENT AGREEMENTOF STEVEN J. BLAD**

 

This Second Amendment to Employment Agreement of Steven J. Blad(the “Second Amendment”) is entered into this 18th day of June, 2003(the “Effective Date”), by and between VendingData Corporation, a Nevadacorporation (the “Company”) and Steven J. Blad (the “Employee”).

 

Whereas, the parties entered into an Employment Agreement ofSteven J. Blad dated August 10, 1999, which became effective onJanuary 1, 2000 (the “Agreement”); and

 

Whereas, the parties entered into a First Amendment toEmployment Agreement of Steven J. Blad dated November 20, 2001 (the“First Amendment”); and

 

Whereas, the First Amendment extended the duration of theEmployee’s employment with the Company through and including December 31,2004 (the “First Extended Term”); and

 

Whereas, the parties desire that the Employee remain in theCompany’s employ as its President and Chief Executive Officer for a periodbeyond the First Extended Term.

 

Now, Therefore, for good and valuable consideration, thereceipt of which is hereby acknowledged, the parties agree as follows:

 

1.                                       TheSecond Extended Term.  The term ofthe Agreement, as extended by the First Extended Term, is hereby furtherextended through and including December 31, 2009 (the “Second ExtendedTerm”).

 

2.                                       RelatedProducts.  Employee acknowledges hisobligations not to compete with the Company, as set forth in Section 7 ofthe Agreement.  In addition to thelimitations placed upon Employee by Section 7 of the Agreement, Employeeagrees to present to the Company, for its use and benefit, any gaming,gaming-related or vending machine-related products and/or product ideas ofwhich Employee may become aware during the term of the First Extended Term orthe Second Extended Term.  Such productsand/or product ideas include, but are not limited to, chip washing machines,table game management systems, and vending machine monitoring systems.

 

3.                                       Grantof Stock Options.  In considerationof the Employee’s agreement to remain in the employ of the Company as itsPresident and Chief Executive Officer through the Second Extended Term, as ofthe Effective Date, the company hereby grants to Employee stock options topurchase Five Hundred Thousand (500,000) shares (the “Shares”) of the Company’scommon stock at Two Dollars and Fifty Cents ($2.50) per share.  The stock options shall vest as follows:

 

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(a)                                  Onthe Effective Date, stock options to purchase One Hundred Thousand (100,000)Shares shall vest.

 

(b)                                 OnDecember 31, 2005, and provided that the Employee is still employed withthe Company, stock options to purchase Eighty Thousand (80,000) Shares shallvest.

 

(c)                                  OnDecember 31, 2006, and provided that the Employee is still employed withthe Company, stock options to purchase Eighty Thousand (80,000) Shares shallvest.

 

(d)                                 OnDecember 31, 2007, and provided that the Employee is still employed withthe Company, stock options to purchase Eighty Thousand (80,000) Shares shallvest.

 

(e)                                  OnDecember 31, 2008, and provided that the Employee is still employed withthe Company, stock options to purchase Eighty Thousand (80,000) Shares shallvest.

 

(f)                                    OnDecember 31, 2009, and provided that the Employee is still employed withthe Company, stock options to purchase Eighty Thousand (80,000) Shares shallvest.

 

4.                                       BaseSalary.  During the Second ExtendedTerm, the Employee’s base salary shall be no less than Two Hundred Eighty-TwoThousand Dollars ($282,000.00).

 

5.                                       NoFurther Modifications.  Except asmodified herein, the terms of the Agreement and First Amendment remain in fullforce and effect.

 

In Witness Whereof, the parties have executed this SecondAmendment as of the date and year first above written.

 
| VENDINGDATA CORPORATION |                     |
|-------------------------|--------------------------|
|                    |                     |
|                    |                     |
| By:                     | /s/ JAMES E. CRABBE      |   |
|                    | *James  E. Crabbe*       |   |
|                    | *Chairman  of the Board* |   |
|                    |                     |   |
|                    |                     |   |
|                    | /s/ STEVEN J. BLAD       |   |
|                    | *Steven  J. Blad*        |   |

 

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