**EXHIBIT 10.2**

 

**REGISTRATIONRIGHTS AGREEMENT**

 

This Registration Rights Agreement (this “Agreement”)is made and entered into as of March 28, 2007, among VendingDataCorporation, a Nevada corporation (the “Company”), and purchaseridentified on the signature pages hereto (each, including its successorsand assigns, a “Purchaser” and collectively the “Purchasers”).

 

RECI TALS

 

WHEREAS, the Company will sell $4,306,250 ofthe Company’s Common Stock and Warrants to the Purchasers pursuant to thatcertain Securities Purchase Agreement (“Purchase Agreement”) dated as ofMarch 27, 2007 by and among the Company and the Purchasers.

 

AGREEMENT

 

NOW, THEREFORE, IN CONSIDERATION of themutual covenants contained in this Agreement, and for other good and valuableconsideration the receipt and adequacy of which are hereby acknowledged, theCompany and the Lenders agree as follows:

 

# 1.                                       Definitions.  Capitalized terms used and not otherwisedefined herein that are defined in the Purchase Agreement shall have themeanings given such terms in the Purchase Agreement.  As used in this Agreement, the followingterms shall have the following meanings:

#  

“Advice”shall have the meaning set forth in Section 6(d).

 

“EffectivenessPeriod” shall have the meaning set forth in Section 2.

 

“EffectiveDate” means the date that the Registration Statement has been declaredeffective by the Commission.

 

“EffectivenessDeadline” means the date (i) in the event that the RegistrationStatement is not subject to a full review by the Commission, one-hundred andfifty (150) calendar days after the Closing Date or (ii) in the event thatthe Registration Statement is subject to a full review by the Commission,one-hundred and eighty (180) calendar days after the Closing Date.

 

## “Filing Date” means, with respect tothe initial Registration Statement required hereunder, means June 15,2007.

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“Holder”or “Holders” means the holder or holders, as the case may be, from timeto time of Registrable Securities.

 

“IndemnifiedParty” shall have the meaning set forth in Section 5(c).

 

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“IndemnifyingParty” shall have the meaning set forth in Section 5(c).

 

“LegalCounsel” shall be Schulte Roth & Zabel LLP or such other counselas hereafter designated by the Holders of a majority of the RegistrableSecurities.

 

“Losses”shall have the meaning set forth in Section 5(a).

 

“Plan ofDistribution” shall have the meaning set forth in Section 2.

 

“Prospectus”means the prospectus included in a Registration Statement (including, withoutlimitation, a prospectus that includes any information previously omitted froma prospectus filed as part of an effective registration statement in relianceupon Rule 430A promulgated under the Securities Act), as amended orsupplemented by any prospectus supplement, with respect to the terms of theoffering of any portion of the Registrable Securities covered by a RegistrationStatement, and all other amendments and supplements to the Prospectus,including post-effective amendments, and all material incorporated by referenceor deemed to be incorporated by reference in such Prospectus.

 

“RegistrableSecurities” means all of (i) the Shares; (ii) the UnderlyingShares; and (iii) any shares of Common Stock issued or issuable upon anystock split, dividend or other distribution, recapitalization or similar eventwith respect to the foregoing; provided, however, a security shall no longer bea Registrable Security once it has been sold, or may be sold, without volumerestrictions pursuant to Rule 144(k) or sold pursuant to a RegistrationStatement.

 

“RegistrationStatement” means the registration statements required to be filedhereunder, including (in each case) the Prospectus, amendments and supplementsto such registration statement or Prospectus, including pre- and post-effectiveamendments, all exhibits thereto, and all material incorporated by reference ordeemed to be incorporated by reference in such registration statement.

 

“Rule 415”means Rule 415 promulgated by the Commission pursuant to the SecuritiesAct, as such Rule may be amended from time to time, or any similar rule orregulation hereafter adopted by the Commission having substantially the samepurpose and effect as such Rule.

 

“Rule 424”means Rule 424 promulgated by the Commission pursuant to the SecuritiesAct, as such Rule may be amended from time to time, or any similar rule orregulation hereafter adopted by the Commission having substantially the samepurpose and effect as such Rule.

 

“SellingShareholder Questionnaire” shall have the meaning set forth in Section 3(a).

 

# 2.

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## (a)                                  Shelf Registration.  On or prior to the Filing Date, and subjectto the availability of Rule 415, the Company shall prepare and file withthe Commission a “Shelf”

 

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## Registration Statement covering the resale of the RegistrableSecurities for an offering to be made on a continuous basis pursuant to Rule 415.  The Registration Statement shall be on Form S-3(except if the Company is not then eligible to register for resale theRegistrable Securities on Form S-3, in which case such registration shallbe on another appropriate form in accordance herewith) and shall containsubstantially the “Plan of Distribution” attached hereto as Annex A,as modified by the Company as necessary to conform to comments from theCommission.  Subject to the terms of thisAgreement, the Company shall use its best efforts to cause a RegistrationStatement to be declared effective under the Securities Act as promptly aspossible after the filing thereof, and shall use its best efforts to keep suchRegistration Statement continuously effective under the Securities Act untilthe earlier of (i) all Registrable Securities covered by such RegistrationStatement have been sold, or may be sold without volume restrictions pursuantto Rule 144(k), as determined by the counsel to the Company pursuant to awritten opinion letter to such effect, addressed and acceptable to the Company’stransfer agent and the affected Holders, or (ii) March 28, 2009 (the “EffectivenessPeriod”).  Within two Trading Daysafter the Registration Statement is declared effective, the Company shall (i) filea final Prospectus with the Commission pursuant to Rule 424 and (ii) notifythe Holders via facsimile of effectiveness of the Registration Statement.

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## (b)                                 Sufficient Numberof Shares Registered.  In the eventthe number of shares available under a Registration Statement filed pursuant toSection 2(a) is insufficient to cover all of the RegistrableSecurities required to be covered by such Registration Statement or an Holder’sallocated portion of the Registrable Securities pursuant to Section 2(b),the Company shall amend the applicable Registration Statement, or file a newRegistration Statement (on the short form available therefor, if applicable),or both, so as to cover all of the Registrable Securities as of the trading dayimmediately preceding the date of the filing of such amendment or newRegistration Statement, in each case, as soon as practicable, but in any eventnot later than fifteen (15) days after the necessity therefor arises.  The Company shall use its best efforts tocause such amendment and/or new Registration Statement to become effective assoon as practicable following the filing thereof.  For purposes of the foregoing provision, thenumber of shares available under a Registration Statement shall be deemed “insufficientto cover all of the Registrable Securities” if at any time the number of sharesof Common Stock available for resale under the Registration Statement is lessthan the product determined by multiplying (i) the total number ofRegistrable Securities as of such time by (ii) 0.90.  The calculation set forth in the foregoingsentence shall be made without regard to any limitations on the exercise of theWarrants and such calculation shall assume that the Warrants are thenexercisable for shares of Common Stock at the then prevailing Exercise Price(as defined in the Warrants).

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## (c)                                  Effect of Failureto File and Obtain and Maintain Effectiveness of Registration Statement.  If (i) a Registration Statement coveringall of the Registrable Securities required to be covered thereby and requiredto be filed by the Company pursuant to this Agreement is (A) not filedwith the Commission on or before the respective Filing Date (a “**Filing Failure**”) or (B) not declaredeffective by the Commission on or before the respective Effectiveness Deadline(an “**Effectiveness Failure**”) or (ii) onany day after the Effective Date sales of all of the Registrable Securitiesrequired to be included on such Registration Statement cannot be made (otherthan during an Allowable Grace Period (as defined in Section 3(j))pursuant to such Registration Statement or otherwise (including, withoutlimitation, because of a failure to keep such Registration Statement effective,to disclose such information as is necessary

 

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## for sales to be made pursuant to such Registration Statement, toregister a sufficient number of shares of Common Stock or to maintain thelisting of the Common Stock) (a “**MaintenanceFailure**”) then, as partial relief for the damages to any holder byreason of any such delay in or reduction of its ability to sell the underlyingshares of Common Stock (which remedy shall not be exclusive of any otherremedies available at law or in equity), the Company shall pay to each holderof Registrable Securities relating to such Registration Statement an amount incash equal to one percent (1%) of the aggregate Subscription Amount (as suchterm is defined in the Purchase Agreement) of such Holder’s RegistrableSecurities included in such Registration Statement on each of the followingdates:  (i) the day of a FilingFailure; (ii) the day of an Effectiveness Failure; (iii) the initialday of a Maintenance Failure; (iv) on every thirtieth day after the day ofa Filing Failure and thereafter (pro rated for periods totaling less thanthirty days) until such Filing Failure is cured; (v) on every thirtiethday after the day of an Effectiveness Failure and thereafter (pro rated forperiods totaling less than thirty days) until such Effectiveness Failure iscured; and (vi) on every thirtieth day after the initial day of aMaintenance Failure and thereafter (pro rated for periods totaling less thanthirty days) until such Maintenance Failure is cured.  The payments to which a holder shall beentitled pursuant to this Section 2(c) are referred to herein as “**Registration Delay Payments**.”  Registration Delay Payments shall be paid onthe earlier of (I) the dates set forth above and (II) the third Business Dayafter the event or failure giving rise to the Registration Delay Payments iscured.  Notwithstanding anything hereinor in the Purchase Agreement to the contrary, in no event shall the aggregateamount of Registration Delay Payments exceed, in the aggregate, five percent(5%) of the aggregate Subscription Amount.

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# 3.                                       RegistrationProcedures

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In connection with the Company’s registrationobligations hereunder, the Company shall:

 

## (a)                                  Not less than fiveTrading Days prior to the filing of each Registration Statement and not lessthan two Trading Day prior to the filing of any related amendment or supplementthereto, the Company shall, (i) furnish to each Holder the sellingstockholder and plan of distribution sections made a part thereof, along withany other section that specifically references a Holder, (ii) causeits officers, directors and counsel to respond to all reasonable inquiries fromthe Holders as shall be necessary for each Holder to conduct a reasonableinvestigation within the meaning of the Securities Act and (iii) permiteach Holder and Legal Counsel to review and comment upon the RegistrationStatement and all amendments and supplements to all RegistrationStatements.  Each Holder agrees to benamed in the Registration Statement and to carry out the offer and sale ofRegistrable Securities held by such Holder in a conformance with the Plan ofDistribution attached hereto as Annex A, as modified by the Company as necessaryto conform to comments from the Commission. Each Holder agrees to furnish to the Company a completed Questionnairein the form attached to this Agreement as Annex B (a “Selling ShareholderQuestionnaire”) by the end of the fourth Trading Day following the date onwhich such Holder receives the Selling Shareholder Questionnaire and draftmaterials in accordance with this Section. The Company shall ensure that each Registration Statement (including anyamendments or supplements thereto and prospectuses contained therein) shall notcontain any untrue statement of a material fact

 

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## or omit to state a material fact required tobe stated therein, or necessary to make the statements therein (in the case ofprospectuses, in the light of the circumstances in which they were made) notmisleading.

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## (b)                                 (i) Prepare andfile with the Commission such amendments, including post-effective amendments,to a Registration Statement and the Prospectus used in connection therewith asmay be necessary to keep a Registration Statement continuously effective as tothe applicable Registrable Securities for the Effectiveness Period; (ii) causethe related Prospectus to be amended or supplemented by any required Prospectussupplement (subject to the terms of this Agreement), and as so supplemented oramended to be filed pursuant to Rule 424; (iii) respond as promptlyas reasonably possible to any comments received from the Commission withrespect to a Registration Statement or any amendment thereto; and (iv) complyin all material respects with the provisions of the Securities Act and theExchange Act applicable to the Company with respect to the disposition of allRegistrable Securities covered by a Registration Statement during the applicableperiod in accordance with the intended methods of disposition by the Holdersthereof set forth in such Registration Statement as so amended or in suchProspectus as so supplemented.  TheCompany shall furnish to Legal Counsel, without charge copies of anycorrespondence from the Commission or the staff of the Commission to theCompany or its representatives relating to any Registration Statement.

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## (c)                                  Notify the Holders ofRegistrable Securities to be sold (which notice shall, pursuant to clauses (ii) through(iv) hereof, be accompanied by an instruction to suspend the use of theProspectus until the requisite changes have been made) as promptly asreasonably possible (i) with respect to a Registration Statement or anypost-effective amendment, when the same has become effective; (ii) of theissuance by the Commission or any other federal or state governmental authorityof any stop order suspending the effectiveness of a Registration Statementcovering any or all of the Registrable Securities; (iii) of the receipt bythe Company of any notification with respect to the suspension of thequalification or exemption from qualification of any of the RegistrableSecurities for sale in any jurisdiction; or (iv) of the occurrence of anyevent or passage of time that makes the financial statements included in aRegistration Statement ineligible for inclusion therein or any statement madein a Registration Statement or Prospectus or any document incorporated ordeemed to be incorporated therein by reference untrue in any material respector that requires any revisions to a Registration Statement, Prospectus or otherdocuments so that, in the case of a Registration Statement or the Prospectus,as the case may be, it will not contain any untrue statement of a material factor omit to state any material fact required to be stated therein or necessaryto make the statements therein, in light of the circumstances under which theywere made, not misleading.  Any and allof such information contemplated by subparagraphs (i) through (iv) shallremain confidential to each Holder until such information otherwise becomespublic, unless disclosure by a Holder is required by law.

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## (d)                                 Use its best effortsto avoid the issuance of, or, if issued, obtain the withdrawal of (i) any ordersuspending the effectiveness of a Registration Statement, or

 

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## (ii) any suspension of the qualification(or exemption from qualification) of any of the Registrable Securities for salein any jurisdiction, at the earliest practicable moment.

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## (e)                                  Furnish to eachHolder, without charge, at least one conformed copy of each such finalProspectus and each final amendment or supplement thereto, promptly after thefiling of such documents with the Commission, for Holder’s delivery inconnection with a sale of the Registrable Securities.

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## (f)                                    Subject to theterms of this Agreement, the Company hereby consents to the use of eachProspectus and each amendment or supplement thereto, provided by the Companypursuant to subpart (e) above, by each of the selling Holders inconnection with the offering and sale of the Registrable Securities covered bysuch Prospectus and any amendment or supplement thereto, except after thegiving of any notice pursuant to Section 3(d).

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## (g)                                 If NASDR Rule 2710requires any broker-dealer to make a filing prior to executing a sale by aHolder, the Company shall (i) make an Issuer Filing with the NASDR, Inc.Corporate Financing Department pursuant to proposed NASDR Rule 2710(b)(10)(A)(i),(ii) respond within five Trading Days to any comments received from NASDRin connection therewith, and (iii) pay the filing fee required inconnection therewith.

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## (h)                                 Prior to any resale ofRegistrable Securities by a Holder, use its commercially reasonable efforts toregister or qualify or cooperate with the selling Holders in connection withthe registration or qualification (or exemption from the Registration orqualification) of such Registrable Securities for the resale by the Holderunder the securities or Blue Sky laws of such jurisdictions within the UnitedStates as any Holder reasonably requests in writing, to keep each registrationor qualification (or exemption therefrom) effective during the EffectivenessPeriod and to do any and all other acts or things reasonably necessary toenable the disposition in such jurisdictions of the Registrable Securitiescovered by each Registration Statement; provided, that the Company shall not berequired to qualify generally to do business in any jurisdiction where it isnot then so qualified, subject the Company to any material tax in any suchjurisdiction where it is not then so subject or file a general consent toservice of process in any such jurisdiction.

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## (i)                                     If requested bythe Holders, cooperate with the Holders to facilitate the timely preparationand delivery of certificates representing Registrable Securities to bedelivered to a transferee pursuant to a Registration Statement, whichcertificates shall be free, to the extent permitted by the Securities Act, ofall restrictive legends, and to enable such Registrable Securities to be insuch denominations and registered in such names as any such Holders mayrequest.

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## (j)                                     Upon theoccurrence of any event contemplated by this Section 3, as promptly asreasonably possible under the circumstances taking into account the Company’sgood faith assessment of any adverse consequences to the Company and itsstockholders of the premature disclosure of such event, prepare a supplement or

 

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## amendment, including a post-effectiveamendment, to a Registration Statement or a supplement to the relatedProspectus or any document incorporated or deemed to be incorporated therein byreference, and file any other required document so that, as thereafterdelivered, neither a Registration Statement nor such Prospectus will contain anuntrue statement of a material fact or omit to state a material fact requiredto be stated therein or necessary to make the statements therein, in light ofthe circumstances under which they were made, not misleading.  If the Company notifies the Holders inaccordance with clauses (ii) through (iv) of Section 3(c) aboveto suspend the use of any Prospectus until the requisite changes to suchProspectus have been made, then the Holders shall suspend use of suchProspectus.  The Company will use itsbest efforts to ensure that the use of the Prospectus may be resumed aspromptly as is practicable.  The Companyshall be entitled to exercise its right under this Section 3(j) to suspendthe availability of a Registration Statement and Prospectus, provided that eachperiod (each, a Grace Period”) shall not exceed thirty (30) consecutivedays and during any three hundred sixty five (365) such Grace Periods shall notexceed an aggregate of sixty (60) days and the first day of any Grace Periodmust be at least five (5) trading days after the last day of any priorGrace Period (each, an “Allowable Grace Period”).

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## (k)                                  Comply with allapplicable rules and regulations of the Commission.

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## (l)                                     The Company mayrequire each selling Holder to furnish to the Company a certified statement asto (i) the number of shares of Common Stock beneficially owned by suchHolder, (ii) the natural persons thereof that have voting and dispositivecontrol over the shares of Common Stock, and (iii) any affiliation betweenthe Holder and either the Company’s independent accountants or any member ofthe NASD.

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## (m)                               The Company shall useits best efforts either to cause all of the Registrable Securities covered by aRegistration Statement to be listed on the primary securities exchange or stockmarket on which securities of the same class or series issued by the Companyare then listed, if any, if the listing of such Registrable Securities is thenpermitted under the rules of such exchange or stock market.

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## (n)                                 If requested by aHolder, the Company shall as soon as practicable (i) incorporate in aprospectus supplement or post-effective amendment such information as a Holderreasonably requests to be included therein relating to the sale anddistribution of Registrable Securities, including, without limitation,information with respect to the number of Registrable Securities being offeredor sold, the purchase price being paid therefor and any other terms of theoffering of the Registrable Securities to be sold in such offering; (ii) makeall required filings of such prospectus supplement or post-effective amendmentafter being notified of the matters to be incorporated in such prospectussupplement or post-effective amendment; and (iii) supplement or makeamendments to any Registration Statement if reasonably requested by a Holderholding any Registrable Securities.

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# 4.                                       RegistrationExpenses.  All fees and expensesincident to the performance of or compliance with this Agreement by the Companyshall be borne by the Company whether or not any Registrable Securities aresold pursuant to a Registration Statement. The fees and expenses

 

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# referred to in the foregoing sentence shall include, withoutlimitation, (i) all registration and filing fees (including, withoutlimitation, fees and expenses (A) with respect to filings required to bemade with any Trading Market on which the Common Stock is then listed fortrading, (B) in compliance with applicable state securities or Blue Skylaws reasonably agreed to by the Company in writing (including, withoutlimitation, fees and disbursements of counsel for the Company in connectionwith Blue Sky qualifications or exemptions of the Registrable Securities) and (C) ifnot previously paid by the Company in connection with an Issuer Filing, withrespect to any filing that may be required to be made by any broker throughwhich a Holder intends to make sales of Registrable Securities with NASDRegulation, Inc. pursuant to the NASD Rule 2710, so long as thebroker is receiving no more than a customary brokerage commission in connectionwith such sale, (ii) printing expenses incurred by the Company (including,without limitation, expenses of printing certificates for RegistrableSecurities, (iii) messenger, telephone and delivery expenses incurred bythe Company, (iv) fees and disbursements of counsel for the Company, (v) SecuritiesAct liability insurance incurred by the Company, if the Company so desires suchinsurance, and (vi) fees and expenses of all other Persons retained by theCompany in connection with the consummation of the transactions contemplated bythis Agreement.  In addition, the Companyshall be responsible for all of its internal expenses incurred in connectionwith the consummation of the transactions contemplated by this Agreement(including, without limitation, all salaries and expenses of its officers andemployees performing legal or accounting duties), the expense of any annualaudit and the fees and expenses incurred in connection with the listing of theRegistrable Securities on any securities exchange as required hereunder. In noevent shall the Company be responsible for any broker or similar commissions ofany Holder or, except to the extent provided for in the Transaction Documents,any legal fees or other costs of the Holders.

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# 5.                                       Indemnification

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## (a)                                  Indemnification bythe Company.  The Company shall,notwithstanding any termination of this Agreement, indemnify and hold harmlesseach Holder, the officers, directors, members, partners, employees of each ofthem, each Person who controls any such Holder (within the meaning of Section 15of the Securities Act or Section 20 of the Exchange Act) and the officers,directors, members, shareholders, partners, and employees of each suchcontrolling Person, to the fullest extent permitted by applicable law, from andagainst any and all losses, claims, damages, liabilities, costs (including,without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”),as incurred, arising out of or relating to (1) any untrue statement of amaterial fact contained in a Registration Statement, any Prospectus or any formof prospectus or in any amendment or supplement thereto or in any preliminaryprospectus, or arising out of or relating to any omission of a material factrequired to be stated therein or necessary to make the statements therein (inthe case of any Prospectus or form of prospectus or supplement thereto, inlight of the circumstances under which they were made) not misleading, (2) anyviolation by the Company of the Securities Act, Exchange Act or any statesecurities law, or any rule or regulation thereunder, in connection withthe performance of its obligations under this Agreement, except to the extent,but only to the extent, that (i) such untrue statements or omissions arebased solely upon information regarding such Holder furnished in writing to theCompany by such Holder expressly for use therein, or to the extent that suchinformation relates to such Holder or such Holder’s

 

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## proposed method of distribution ofRegistrable Securities and was reviewed and expressly approved in writing bysuch Holder expressly for use in a Registration Statement, such Prospectus orsuch form of Prospectus or in any amendment or supplement thereto (it beingunderstood that the Holder has approved Annex A hereto for this purpose), (ii) inthe case of an occurrence of an event of the type specified in Section 3(c)(ii)-(iv),the use by such Holder of an outdated or defective Prospectus after the Companyhas notified such Holder in writing that the Prospectus is outdated ordefective and prior to the receipt by such Holder of the Advice contemplated inSection 6(d), or (iii) any such untrue statement, omission orviolation is directly related to and primarily the result of a material breachof this Agreement or violation of law by Holder; or (3) any violation of thisAgreement.

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## (b)                                 Indemnification byHolders. Each Holder shall, severally and not jointly, indemnify and holdharmless the Company, its directors, officers, agents, attorneys and employees,each Person who controls the Company (within the meaning of Section 15 ofthe Securities Act and Section 20 of the Exchange Act), and the directors,officers, agents, attorneys or employees of such controlling Persons, to thefullest extent permitted by applicable law, from and against all Losses, asincurred, to the extent arising out of or based solely upon: (x) such Holder’sfailure to comply with the prospectus delivery requirements of the SecuritiesAct, (y) a material breach of this Agreement or violation of law by Holder, or(z)  any untrue or alleged untrue statementof a material fact contained in any Registration Statement, any Prospectus, orany form of prospectus, or in any amendment or supplement thereto or in anypreliminary prospectus, or arising out of or relating to any omission oralleged omission of a material fact required to be stated therein or necessaryto make the statements therein not misleading (i) to the extent, but onlyto the extent, that such untrue statement or omission is contained in anyinformation so furnished in writing by such Holder to the Company specificallyfor inclusion in such Registration Statement or such Prospectus or (ii) tothe extent that such information relates to such Holder’s proposed method ofdistribution of Registrable Securities and was reviewed and expressly approvedin writing by such Holder expressly for use in a Registration Statement (itbeing understood that the Holder has approved Annex A hereto for this purpose),such Prospectus or such form of Prospectus or in any amendment or supplementthereto or (iii) in the case of an occurrence of an event of the typespecified in Section 3(c)(ii)-(iv), the use by such Holder of an outdatedor defective Prospectus after the Company has notified such Holder in writingthat the Prospectus is outdated or defective and prior to the receipt by suchHolder of the Advice contemplated in Section 6(d).  In no event shall the liability of anyselling Holder hereunder be greater in amount than the dollar amount of the netproceeds received by such Holder upon the sale of the Registrable Securitiesgiving rise to such indemnification obligation.

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## (c)                                  Conduct ofIndemnification Proceedings. If any Proceeding shall be brought or assertedagainst any Person entitled to indemnity hereunder (an “Indemnified Party”),such Indemnified Party shall promptly notify the Person from whom indemnity issought (the “Indemnifying Party”) in writing, and the Indemnifying Partyshall have the right to assume the defense thereof, including the employment ofcounsel reasonably satisfactory to the Indemnified Party and the payment of allfees and expenses incurred in connection with defense thereof; provided, thatthe failure of any Indemnified Party to

 

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## give such notice shall not relieve theIndemnifying Party of its obligations or liabilities pursuant to thisAgreement, except (and only) to the extent that such failure shall haveprejudiced the Indemnifying Party.

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An IndemnifiedParty shall have the right to employ separate counsel in any such Proceedingand to participate in the defense thereof, but the fees and expenses of suchcounsel shall be at the expense of such Indemnified Party or Partiesunless:  (1) the Indemnifying Partyhas agreed in writing to pay such fees and expenses; (2) the IndemnifyingParty shall have failed promptly to assume the defense of such Proceeding andto employ counsel reasonably satisfactory to such Indemnified Party in any suchProceeding; or (3) the named parties to any such Proceeding (including anyimpleaded parties) include both such Indemnified Party and the IndemnifyingParty, and a material conflict of interest is likely to exist if the samecounsel were to represent such Indemnified Party and the Indemnifying Party, inwhich case, if such Indemnified Party notifies the Indemnifying Party inwriting that it elects to employ separate counsel at the expense of theIndemnifying Party, the Indemnifying Party shall not have the right to assumethe defense thereof and the reasonable fees and expenses of no more than one separatecounsel shall be at the expense of the Indemnifying Party.  The Indemnifying Party shall not be liablefor any settlement of any such Proceeding effected without its written consent,which consent shall not be unreasonably withheld or delayed.

 

Subject to theterms of this Agreement, all reasonable fees and expenses of the IndemnifiedParty owing under this Section 5 (including reasonable fees and expensesto the extent incurred in connection with investigating or preparing to defendsuch Proceeding in a manner not inconsistent with this Section) shall be paidto the Indemnified Party.

 

## (d)                                 Contribution.  If the indemnification under Section 5(a) or5(b) is unavailable to an Indemnified Party or insufficient to hold anIndemnified Party harmless for any Losses, then each Indemnifying Party shallcontribute to the amount paid or payable by such Indemnified Party, in suchproportion as is appropriate to reflect the relative fault of the IndemnifyingParty and Indemnified Party in connection with the actions, statements oromissions that resulted in such Losses as well as any other relevant equitableconsiderations. The relative fault of such Indemnifying Party and IndemnifiedParty shall be determined by reference to, among other things, whether any actionin question, including any untrue statement of a material fact or omission of amaterial fact, has been taken or made by, or relates to information suppliedby, such Indemnifying Party or Indemnified Party, and the parties’ relativeintent, knowledge, access to information and opportunity to correct or preventsuch action, statement or omission.  Theamount paid or payable by a party as a result of any Losses shall be deemed toinclude, subject to the limitations set forth in this Agreement, any reasonableattorneys’ or other fees or expenses incurred by such party in connection withany Proceeding to the extent such party would have been indemnified for suchfees or expenses if the indemnification provided for in this Section wasavailable to such party in accordance with its terms.

 

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The partieshereto agree that it would not be just and equitable if contribution pursuantto this Section 5(d) were determined by pro rata allocation or by anyother method of allocation that does not take into account the equitableconsiderations referred to in the immediately preceding paragraph.  Notwithstanding the provisions of this Section 5(d),no Holder shall be required to contribute, in the aggregate, any amount in excessof the amount by which the proceeds actually received by such Holder from thesale of the Registrable Securities subject to the Proceeding exceeds the amountof any damages that such Holder has otherwise been required to pay by reason ofsuch untrue or alleged untrue statement or omission or alleged omission, exceptin the case of fraud by such Holder.

 

The indemnityand contribution agreements contained in this Section are in addition toany liability that the Indemnifying Parties may have to the IndemnifiedParties.

 

# 6.                                       Reports Underthe 1934 Act.

#  

With a view to making available to theHolders the benefits of Rule 144 promulgated under the Securities Act orany other similar rule or regulation of the Commission that may at anytime permit the Holders to sell securities of the Company to the public withoutregistration (“Rule 144”), the Company agrees to:

 

## (a)                                  make and keep publicinformation available, as those terms are understood and defined in Rule 144;

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## (b)                                 file with theCommission in a timely manner all reports and other documents required of theCompany under the Securities Act and the Securities Exchange Act of 1934, asamended (the “1934 Act”) so long as the Company remains subject to suchrequirements and the filing of such reports and other documents is required forthe applicable provisions of Rule 144; and

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## (c)                                  furnish to eachHolder so long as such Holder owns Registrable Securities, promptly uponrequest, (i) a written statement by the Company, if true, that it hascomplied with the reporting requirements of Rule 144, the Securities Actand the 1934 Act, (ii) a copy of the most recent annual or quarterlyreport of the Company and such other reports and documents so filed by theCompany, and (iii) such other information as may be reasonably requestedto permit the Holders to sell such securities pursuant to Rule 144 withoutregistration.

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# 7.                                       Miscellaneous

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## (a)                                  Remedies.  In the event of a breach by the Company or bya Holder, of any of their respective obligations under this Agreement, each Holderor the Company, as the case may be, in addition to being entitled to exerciseall rights granted by law and under this Agreement, including recovery ofdamages, will be entitled to specific performance of its rights under thisAgreement.  The Company and each Holderagree that monetary damages would not provide adequate compensation for anylosses incurred by reason of a breach by it of any of the provisions of thisAgreement and hereby further

 

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## agrees that, in the event of any action forspecific performance in respect of such breach, it shall not assert or shallwaive the defense that a remedy at law would be adequate.

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## (b)                                 No Piggyback onRegistrations.  Except as set forthon Schedule 6(b) attached hereto, neither the Company nor anyof its security holders (other than the Holders in such capacity pursuanthereto) may include securities of the Company in the initial RegistrationStatement other than the Registrable Securities.

##  

## (c)                                  Compliance.  Each Holder covenants and agrees that it willcomply with the prospectus delivery requirements of the Securities Act asapplicable or an exemption therefrom to it in connection with sales ofRegistrable Securities pursuant to a Registration Statement.

##  

## (d)                                 DiscontinuedDisposition.  Each Holder agrees byits acquisition of Registrable Securities that, upon receipt of a notice fromthe Company of the occurrence of any event of the kind described in Section 3(c),such Holder will forthwith discontinue disposition of such RegistrableSecurities under a Registration Statement until it is advised in writing (the “Advice”)by the Company that the use of the applicable Prospectus (as it may have beensupplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of theProspectus may be resumed as promptly as it practicable.

##  

## (e)                                  Piggy-BackRegistrations.  If at any time duringthe Effectiveness Period there is not an effective Registration Statementcovering all of the Registrable Securities and the Company shall determine toprepare and file with the Commission a registration statement relating to anoffering for its own account or the account of others under the Securities Actof any of its equity securities, other than on Form S-4 or Form S-8(each as promulgated under the Securities Act) or their then equivalentsrelating to equity securities to be issued solely in connection with anyacquisition of any entity or business or equity securities issuable inconnection with the stock option or other employee benefit plans, then theCompany shall send to each Holder a written notice of such determination and,if within fifteen days after the date of such notice, any such Holder shall sorequest in writing, the Company shall include in such registration statementall or any part of such Registrable Securities such Holder requests to beregistered.

##  

## (f)                                    Amendments andWaivers. The provisions of this Agreement, including the provisions of thissentence, may not be amended, modified or supplemented, and waivers or consentsto departures from the provisions hereof may not be given, unless the sameshall be in writing and signed by the Company and the Holders of at least amajority the then outstanding Registrable Securities.  Notwithstanding the foregoing, a waiver orconsent to depart from the provisions hereof with respect to a matter thatrelates exclusively to the rights of Holders and that does not directly orindirectly affect the rights of other Holders may be given by Holders of all ofthe Registrable Securities to which such waiver or consent relates; provided,however, that the provisions of this sentence may not be amended,modified, or supplemented except in accordance with the provisions of theimmediately preceding sentence.

 

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## (g)                                 Notices. Anyand all notices or other communications or deliveries required or permitted tobe provided hereunder shall be delivered as set forth in the PurchaseAgreement, as the case may be.

##  

## (h)                                 Successors andAssigns. This Agreement shall inure to the benefit of and be binding uponthe successors and permitted assigns of each of the parties and shall inure tothe benefit of each Holder. The Company may not assign its rights (except bymerger) or obligations hereunder without the prior written consent of at leasta majority of the Holders of the then-outstanding Registrable Securities.  The rights under this Agreement shall beautomatically assignable by any Holder to any transferee of 50% or more of suchHolder’s Registrable Securities if: (i) such Holder agrees in writing withthe transferee or assignee to assign such rights and a copy of such agreementis furnished to the Company promptly after such assignment; (ii) theCompany is, promptly after such transfer or assignment, furnished with writtennotice of (a) the name and address of such transferee or assignee and (b) thesecurities with respect to which such registration rights are being transferredor assigned; (iii) immediately following such transfer or assignment thefurther disposition of such securities by the transferee or assignee isrestricted under the Securities Act and applicable state securities laws; (iv) ator before the time the Company receives the written notice contemplated by clause(ii) of this sentence the transferee or assignee agrees in writing withthe Company to be bound by all of the provisions contained herein; and (v) suchtransfer shall have been made in accordance with the applicable requirements ofthe Purchase Agreement.

##  

## (i)                                     No InconsistentAgreements. Neither the Company nor any of its Subsidiaries has entered, asof the date hereof, nor shall the Company or any of its Subsidiaries, on orafter the date of this Agreement, enter into any agreement with respect to itssecurities, that would have the effect of impairing the rights granted to theHolders in this Agreement or otherwise conflicts with the provisions hereof.

##  

## (j)                                     Execution andCounterparts.  This Agreement may beexecuted in two or more counterparts, all of which when taken together shall beconsidered one and the same agreement and shall become effective whencounterparts 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 deliveredby facsimile transmission or by e-mail delivery of a “.pdf” format data file,such signature shall create a valid and binding obligation of the partyexecuting (or on whose behalf such signature is executed) with the same forceand effect as if such facsimile or “.pdf” signature page were an originalthereof.

##  

## (k)                                  Governing Law.  All questions concerning the construction,validity, enforcement and interpretation of this Agreement shall be governed byand construed and enforced in accordance with the internal laws of the State ofNew York, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedingsconcerning the interpretations, enforcement and defense of the transactionscontemplated by this Agreement (whether brought against a party hereto or itsrespective affiliates, directors, officers, shareholders, employees or agents)shall be commenced exclusively in the state and federal courts sitting in theState of New York. The parties hereby waive all

 

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## rights to a trial by jury.  If either party shall commence an action orproceeding to enforce any provisions of this Agreement, then the prevailingparty in such action or proceeding shall be reimbursed by the other party forits reasonable attorneys’ fees and other costs and expenses incurred with theinvestigation, preparation and prosecution of such action or proceeding..

##  

## (l)                                     CumulativeRemedies.  The remedies providedherein are cumulative and not exclusive of any other remedies provided by law.

##  

## (m)                               Severability. Ifany term, provision, covenant or restriction of this Agreement is held by acourt of competent jurisdiction to be invalid, illegal, void or unenforceable,the remainder of the terms, provisions, covenants and restrictions set forthherein shall remain in full force and effect and shall in no way be affected,impaired or invalidated, and the parties hereto shall use their commerciallyreasonable efforts to find and employ an alternative means to achieve the sameor substantially the same result as that contemplated by such term, provision,covenant or restriction.  It is herebystipulated and declared to be the intention of the parties that they would haveexecuted the remaining terms, provisions, covenants and restrictions withoutincluding any of such that may be hereafter declared invalid, illegal, void orunenforceable.

##  

## (n)                                 Headings.  The headings in this Agreement are forconvenience only, do not constitute a part of this Agreement, and shall not bedeemed to limit or affect any of the provisions hereof.

##  

## (o)                                 Independent Natureof Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint withthe obligations of any other Holder hereunder, and no Holder shall beresponsible in any way for the performance of the obligations of any otherHolder hereunder.  Nothing containedherein or in any other agreement or document delivered at any closing, and noaction taken by any Holder pursuant hereto or thereto, shall be deemed toconstitute the Holders as a partnership, an association, a joint venture or anyother kind of entity, or create a presumption that the Holders are in any wayacting in concert with respect to such obligations or the transactionscontemplated by this Agreement.  EachHolder shall be entitled to protect and enforce its rights, including withoutlimitation the rights arising out of this Agreement, and it shall not benecessary for any other Holder to be joined as an additional party in anyproceeding for such purpose.

##  

[REMAINDER OF PAGEINTENTIONALLY LEFT BLANK

SIGNATURE PAGES FOLLOW]

 

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IN WITNESS WHEREOF, the parties have executedthis Registration Rights Agreement as of the date first written above.

 
| ** ** | **VENDINGDATA CORPORATION** |
|------------|-----------------------------|
| ** ** | ** **                  |
| ** ** | ** **                  |
|       | By:                         |   |
|       |                        | Mark  Newburg, |
|       |                        | President  and Chief Executive Officer |

 

----

 

IN WITNESS WHEREOF, the parties have executedthis Registration Rights Agreement as of the date first written above.

 

 
| ** ** | **GLG NORTH AMERICAN OPPORTUNITY  FUND** |
|------------|------------------------------------------|
|       |                                     |
|       |                                     |
|       | By*:*                                    | */s/ Tim Kuschill* |   |
|       |                                     | Name: Tim Kuschill |
|       |                                     | Title:   Legal Counsel, GLG Partners LP |

 

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**ANNEXA**

 

Plan ofDistribution

 

The selling stockholders may, from time totime, sell any or all of their shares of common stock on any stock exchange,market or trading facility on which the shares are traded or in privatetransactions.  These sales may be atfixed prices, at prevailing market prices at the time of the sale, at varyingprices determined at the time of sale, or at negotiated prices.  The selling stockholders may use any one ormore of the following methods when selling shares:

 

•                  ordinarybrokerage transactions and transactions in which the broker-dealer solicitspurchasers;

 

•                  blocktrades in which the broker-dealer will attempt to sell the shares as agent butmay position and resell a portion of the block as principal to facilitate thetransaction;

 

•                  purchasesby a broker-dealer as principal and resale by the broker-dealer for itsaccount;

 

•                  anexchange distribution in accordance with the rules of the applicableexchange;

 

•                  privatelynegotiated transactions;

 

•                  shortsales;

 

•                  broker-dealersmay agree with the selling stockholders to sell a specified number of suchshares at a stipulated price per share;

 

•                  acombination of any such methods of sale; and

 

•                  anyother method permitted pursuant to applicable law.

 

The selling stockholders may also sell sharesunder Rule 144 under the Securities Act, if available, rather than underthis prospectus.

 

The selling stockholders may also engage inputs and calls and other transactions in our securities or derivatives of oursecurities and may sell or deliver shares in connection with these trades.

 

Broker-dealers engaged by the sellingstockholders may arrange for other brokers-dealers to participate insales.  Broker-dealers may receivecommissions or discounts from the selling stockholders (or, if anybroker-dealer acts as agent for the purchaser of shares, from the purchaser) inamounts to be negotiated.  The sellingstockholders do not expect these commissions and discounts to exceed what iscustomary in the types of transactions involved.  Any profits on the resale of shares of commonstock by a broker-dealer acting as principal might be deemed to be underwritingdiscounts or commissions under the Securities Act.  Discounts, concessions, commissions andsimilar selling expenses, if any, attributable to the sale of shares will beborne by a selling stockholder.  Theselling stockholders may agree to indemnify any agent, dealer or broker-dealerthat participates in transactions involving sales of the shares if liabilitiesare imposed on that person under the Securities Act.  In connection with sales of the shares ofcommon stock or otherwise, the selling stockholders may enter into hedgingtransactions with broker-dealers, which may in turn engage in short sales ofthe shares of

 

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common stock in the course of hedging in positions they assume.  The selling stockholders may also sell sharesof common stock short and deliver shares of common stock covered by thisprospectus to close out short positions and to return borrowed shares inconnection with such short sales.  Theselling stockholders may also loan or pledge shares of common stock tobroker-dealers that in turn may sell such shares.

 

The selling stockholders may from time totime pledge or grant a security interest in some or all of the shares of commonstock owned by them and, if they default in the performance of their securedobligations, the pledgees or secured parties may offer and sell the shares ofcommon stock from time to time under this prospectus after we have filed asupplement to this prospectus under Rule 424(b)(3) or other applicableprovision of the Securities Act of 1933 amending the list of sellingstockholders to include the pledgee, transferee or other successors in interestas selling stockholders under this prospectus.

 

The selling stockholders also may transferthe shares of common stock in other circumstances, in which case thetransferees, pledgees or other successors in interest will be the sellingbeneficial owners for purposes of this prospectus and may sell the shares ofcommon stock from time to time under this prospectus after we have filed asupplement to this prospectus under Rule 424(b)(3) or otherapplicable provision of the Securities Act of 1933 amending the list of sellingstockholders to include the pledgee, transferee or other successors in interestas selling stockholders under this prospectus.

 

The selling stockholders and anybroker-dealers or agents that are involved in selling the shares of commonstock may be deemed to be “underwriters” within the meaning of the SecuritiesAct in connection with such sales.  Insuch event, any commissions received by such broker-dealers or agents and anyprofit on the resale of the shares of common stock purchased by them may bedeemed to be underwriting commissions or discounts under the Securities Act.

 

We are required to pay all fees and expensesincident to the registration of the shares of common stock.  We have agreed to indemnify the sellingstockholders against certain claims, damages and liabilities, includingliabilities under the Securities Act.

 

The selling stockholders have advised us thatthey have not entered into any agreements, understandings or arrangements withany underwriters or broker-dealers regarding the sale of their shares of commonstock, nor is there an underwriter or coordinating broker acting in connectionwith a proposed sale of shares of common stock by any selling stockholder.  If we are notified by any selling stockholderthat any material arrangement has been entered into with a broker-dealer for thesale of shares of common stock, if required, we will file a supplement to thisprospectus.  If the selling stockholdersuse this prospectus for any sale of the shares of common stock, they will besubject to the prospectus delivery requirements of the Securities Act.

 

Under the securities laws of some states, theshares of common stock may be sold in such states only through registered orlicensed brokers or dealers.  Inaddition, in some states the shares of common stock may not be sold unless suchshares have been registered or qualified for sale in such state or an exemptionfrom registration or qualification is available and is complied with.

 

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There can be no assurance that any sellingstockholder will sell any or all of the shares of common stock registeredpursuant to the shelf registration statement, of which this prospectus forms apart.

 

The selling stockholders and any other personparticipating in such distribution will be subject to applicable provisions ofthe Securities Exchange Act of 1934, as amended, and the rules andregulations thereunder, including, without limitation, Regulation M of theExchange Act, which may limit the timing of purchases and sales of any of theshares of common stock by the selling stockholders and any other participatingperson.  Regulation M may also restrictthe ability of any person engaged in the distribution of the shares of commonstock to engage in market-making activities with respect to the shares ofcommon stock.  All of the foregoing mayaffect the marketability of the shares of common stock and the ability of anyperson or entity to engage in market-making activities with respect to theshares of common stock.

 

Once sold under the shelf registrationstatement, of which this prospectus forms a part, the shares of common stockwill be freely tradable in the hands of persons other than our affiliates.

 

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**ANNEX B**

 

**VendingData Corporation**

** **

**SellingSecurityholder Notice and Questionnaire**

 

The undersigned beneficial owner of common stock, par value $0.001 pershare (the “Common Stock”), of VendingData Corporation, a Nevadacorporation (the “Company”), (the “Registrable Securities”)understands that the Company has filed or intends to file with the Securitiesand Exchange Commission (the “Commission”) a registration statement on Form S-3(the “Registration Statement”) for the registration and resale under Rule 415of the Securities Act of 1933, as amended (the “Securities Act”), of theRegistrable Securities, in accordance with the terms of the Registration RightsAgreement, dated as of               ,2007 (the “Registration Rights Agreement”), among the Company and theHolders named therein.  A copy of theRegistration Rights Agreement is available from the Company upon request at theaddress set forth below.  All capitalizedterms not otherwise defined herein shall have the meanings ascribed thereto inthe Registration Rights Agreement.

 

Certain legal consequences arise from being named as a selling securityholderin the Registration Statement and the related prospectus.  Accordingly, holders and beneficial owners ofRegistrable Securities are advised to consult their own securities law counselregarding the consequences of being named or not being named as a sellingsecurityholder in the Registration Statement and the related prospectus.

 

**NOTICE**

 

The undersigned beneficial owner (the “Selling Securityholder”)of Registrable Securities hereby elects to include the Registrable Securitiesowned by it and listed below in Item 3 (unless otherwise specified under suchItem 3) in the Registration Statement.

 

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Theundersigned hereby provides the following information to the Company andrepresents and warrants that such information is accurate:

 

**QUESTIONNAIRE**

 

**1.****                                      Name.**

 

(a)                                  FullLegal Name of Selling Securityholder

 

 

(b)                                 Full Legal Name ofRegistered Holder (if not the same as (a) above) through which RegistrableSecurities Listed in Item 3 below are held:

 

 

(c)                                  Full Legal Name ofNatural Control Person (which means a natural person who directly or indirectlyalone or with others has power to vote or dispose of the securities covered bythe questionnaire):

 

 

**2. Address for Notices to Selling Securityholder:**

 
|            |
|-----------------|
|            |
|            |
| Telephone:      |
| Fax:            |
| Contact Person: |

 

**3. Beneficial Ownership of Registrable Securities:**

 

(a)                                  Typeand Number of Registrable Securities beneficially owned:

 

 

 

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**4. Broker-Dealer Status:**

 

(a)                                  Are you a broker-dealer?

 

Yes  o          No  o

 

(b)                                 If “yes” to Section 4(a),did you receive your Registrable Securities as compensation for investmentbanking services to the Company.

 

Yes  o          No  o

 

Note:                   If no, the Commission’s staff hasindicated that you should be identified as an underwriter in the RegistrationStatement.

 

(c)                                  Are you an affiliateof a broker-dealer?

 

Yes  o          No  o

 

(d)                                 If you are anaffiliate of a broker-dealer, do you certify that you bought the RegistrableSecurities in the ordinary course of business, and at the time of the purchaseof the Registrable Securities to be resold, you had no agreements orunderstandings, directly or indirectly, with any person to distribute theRegistrable Securities?

 

Yes  o          No  o

 

Note:                   If no, the Commission’s staff hasindicated that you should be identified as an underwriter in the RegistrationStatement.

 

**5. Beneficial Ownership of Other Securities of the Company Owned by theSelling Securityholder.**

 

*Except as set forth below in this Item 5, theundersigned is not the beneficial or registered owner of any securities of theCompany other than the Registrable Securities listed above in Item 3.*

 

(a)                                  Type and Amount ofOther Securities beneficially owned by the Selling Securityholder:

 

 

 

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**6. Relationships with the Company:**

 

*Except as set forth below, neither theundersigned nor any of its affiliates, officers, directors or principal equityholders (owners of 5% of more of the equity securities of the undersigned) hasheld any position or office or has had any other material relationship with theCompany (or its predecessors or affiliates) during the past three years.*

 

State any exceptions here:

 

 

 

**7.  Relationships with the Company’s IndependentAccountant:**

 

*Except as set forth below, neither theundersigned nor any of its affiliates, officers, directors or principal equityholders (owners of 5% of more of the equity securities of the undersigned) hasheld any position or office or has had any other material relationship with theCompany’s independent accountants, Piercy Bowler Taylor & Kern, of LasVegas , Nevada (or its predecessors or affiliates) during the past three years.*

 

State any exceptions here:

 

 

 

The undersigned agrees to promptly notify the Company of anyinaccuracies or changes in the information provided herein that may occursubsequent to the date hereof at any time while the Registration Statementremains effective.

 

By signing below, the undersigned consents to the disclosure of theinformation contained herein in its answers to Items 1 through 7 and theinclusion of such information in the Registration Statement and the relatedprospectus and anyamendments or supplements thereto. The undersigned understands that such information will be relied upon bythe Company in connection with the preparation or amendment of the RegistrationStatement and the related prospectus.

 

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IN WITNESS WHEREOF the undersigned, by authority duly given, has causedthis Notice and Questionnaire to be executed and delivered either in person orby its duly authorized agent.

 
| Dated: |   |   | Beneficial  Owner: |   |
|--------|--------|--------|--------------------|--------|
|   |   |
|   | By:    |   |
|   |   | Name:  |
|   |   | Title: |
|        |        |        |                    |        |  |

 

**PLEASEFAX A COPY OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURNTHE ORIGINAL BY OVERNIGHT MAIL, TO:**

 

 

Daniel Donahue, Esq.

GreenbergTraurig, LLP

650 TownCenter Drive, Suite 1700

Costa Mesa,CA  92626

 

Fax: 714-708-6501

 

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**SCHEDULE 6(B)**

 

**PIGGYBACK REGISTRATIONS**

 

The Company intends to include on the initial Registration Statement:

 

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