**Exhibit10.1**

** **

**INDEMNIFICATIONAGREEMENT**

 

THISINDEMNIFICATION AGREEMENT (this “Agreement”) is made this     day of                              ,2003, between VendingData Corporation, a Nevada corporation (the “Company”),and              ,an individual (“Indemnitee”).

 

**RECITALS**

 

WHEREAS, Indemnitee iseither a member of the board of directors (“Board” or “Board of Directors”), anofficer, an employee or an agent of the Company, or more than one of suchpositions, or is serving at the request of the Company as a director, officer,employee or agent of another corporation, partnership, joint venture, trust orother enterprise, and in such capacity or capacities is performing a valuableservice for the Company;

 

WHEREAS, the Companyhas adopted bylaws (“Bylaws”) providing for the indemnification of theofficers, directors, employees and agents of the Company or individuals servingat the request of the Company as directors, officers, employees or agents ofanother corporation, partnership, joint venture, trust or other enterprise(“Covered Persons”);

 

WHEREAS, the Bylawsand Nevada Revised Statute (“NRS”) Sections 78.751 and 78.7502 (the “StateStatutes”) specifically provide that they are not exclusive, and therebycontemplate that agreements may be entered into between the Company and aCovered Person with respect to indemnification of such Covered Person;

 

WHEREAS, Indemnitee iswilling to serve, to continue to serve, and to take on additional service forand on behalf of the Company on the condition that Indemnitee is indemnified asset forth in this Agreement;

 

WHEREAS, it isintended that Indemnitee shall be paid promptly by the Company all amountsnecessary to effectuate in full the indemnity provided in this Agreement; and

 

WHEREAS, to induceIndemnitee to continue to serve as a director, officer, employee or agent, theCompany has determined and agreed to enter into this Agreement with Indemnitee.

 

NOW, THEREFORE, inconsideration of Indemnitee’s continued service as a director or officer of theCompany after the date hereof, and for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the Company andIndemnitee hereby agree as follows:

 

**AGREEMENT**

 

1.                                       *Indemnification of Indemnitee*.   The Company hereby agrees to hold harmlessand indemnify Indemnitee to the fullest extent authorized or permitted by theprovisions of the State Statutes, or any successor statute or amendmentthereof, or any other statutory provisions authorizing or permitting suchindemnification that are adopted after the date of this Agreement.

 

2.                                       *Additional Indemnity*. Subject only to the exclusions set forth in Section 3 of thisAgreement, the Company hereby further agrees to hold harmless, indemnify anddefend Indemnitee:

 

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(a)                                  against any and all expenses (includingfees for attorneys, accountants, private investigators, court and transcriptcosts, fees and expenses of witnesses, travel expenses and all other likedisbursements or expenses reasonably incurred by or for Indemnitee), judgments,damages, fines, penalties and amounts paid in settlement (including allinterest assessments and other charges paid or payable in connection with or inrespect of such judgment, fines, penalties, or amounts paid in settlement)actually and reasonably incurred by or for Indemnitee in connection with anythreatened, pending or contemplated action, suit or proceeding, whether civil,criminal, administrative or investigative (including an action by or in theright of the Company)(a “Covered Action”) to which Indemnitee is made a partyas a result of the fact that at the time of the act or omission which is thesubject matter of such Covered Action, the Indemnitee was a director, officer,employee or agent of the Company; and

 

(b)                                 otherwise to the fullest extent as may beprovided to Indemnitee by the Company under the non-exclusivity provisions ofArticle XII of the Bylaws of the Company and the State Statutes.  The provisions of this Agreement are inaddition to, and not in limitation of, the provisions of such Article XIIand the State Statutes.

 

3.                                       *Limitations onAdditional Indemnity*.  No indemnity pursuant toSection 2 of this Agreement shall be paid by the Company to the extentthat:

 

(a)                                  payment therefor is actually made toIndemnitee under a valid and collectible insurance policy or policies, exceptwith respect to any excess amount due to Indemnitee beyond the amount ofpayment to Indemnitee under such insurance policy or policies.  Notwithstanding the availability of suchinsurance policy or policies, Indemnitee also may claim indemnification fromthe Company pursuant to this Agreement by assigning to the Company in writingany claims of Indemnitee under such insurance policy or policies to the extentof the amount Indemnitee is paid by the Company;

 

(b)                                 Indemnitee is indemnified by the Companyotherwise than pursuant to this Agreement;

 

(c)                                  final judgment is rendered againstIndemnitee for the payment of dividends or other distributions to stockholdersof the Company in violation of the provisions of Subsection 2 of NRS §78.300, as amended;

 

(d)                                 final judgment is rendered againstIndemnitee for an accounting of profits made from the purchase or sale byIndemnitee of securities of the Company pursuant to the provisions ofSection 16(b) of the Securities Exchange Act of 1934, as amended (the“Act”), or other similar provisions of any federal, state or local statutorylaw;

 

(e)                                  Indemnitee’s conduct giving rise to theclaim for indemnification is finally adjudged by a court of competentjurisdiction to have been a breach of fiduciary duty that involved intentionalmisconduct, fraud or a knowing violation of the law; and/or

 

(f)                                    exceptas otherwise provided in this Agreement, in connection with all or any part ofa suit or other proceeding which is initiated or maintained by or on behalf ofIndemnitee, or any suit or other proceeding by Indemnitee against the Companyor its directors, officers, employees or other agents, unless (i) suchindemnification is expressly required by Nevada law; (ii) the suit or otherproceeding was expressly authorized by an official act of the Board ofDirectors of the

 

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Company or (iii) such indemnification is provided by the Company, inits sole discretion, pursuant to the powers vested in the Company under Nevadalaw.

 

4.                                       *Continuation ofIndemnity*.  All agreements and obligations of theCompany contained in this Agreement shall continue during the period Indemniteeis a Covered Person, and shall continue thereafter for so long as Indemniteeshall be subject to any possible claim or threatened, pending or contemplatedaction, suit or proceeding, whether civil, criminal, administrative orinvestigative, by reason of the fact that Indemnitee was a Covered Person.

 

5.                                       *Advancement of Expenses*. In the event Indemnitee incurs costs or expenses in connection with thedefense of any such civil, criminal, administrative or investigative action,suit or proceeding (including any costs or expenses incurred for any appealtherefor), the Company agrees to pay such costs or expenses as they areincurred and in advance of the final disposition of the action, suit orproceeding within 30 calendar days of submission of bills or vouchers for suchcosts or expenses, *provided that*Indemnitee delivers to Company prior to such payment a written undertaking byor on behalf of Indemnitee to repay the amount paid by the Company if it isultimately determined by a court of competent jurisdiction that Indemnitee isnot entitled to be indemnified by the Company. By such undertaking, Indemnitee agrees to reimburse the Company for allamounts paid by the Company in defending such civil, criminal, administrativeor investigative action, suit or proceeding against Indemnitee, includingamounts paid in settlement, in the event and only to the extent that it isultimately determined by a court of competent jurisdiction that Indemnitee isnot entitled to be indemnified by the Company for such expenses under theprovisions of the State Statute, Bylaws, this Agreement or otherwise.  However, in the case of an action broughtagainst Indemnitee by the Company pursuant to the provisions ofSection 16(b) of the Act, or other similar provisions of any federal,state or local statutory law for an accounting of profits made from thepurchase or sale by Indemnitee of securities of the Company, Indemnitee’s costsand expenses will not be advanced unless such advancement is approved by theBoard of Directors by a majority vote of a quorum consisting of directors whoare not parties to the action, suit or proceeding, or, if such a quorum cannotbe obtained, by independent legal counsel in a written opinion that suchindemnification is proper in the circumstances.

 

6.                                       *Presumptions and Effecton Certain Proceedings*.  Upon makinga request for indemnification, Indemnitee shall be presumed to be entitled toindemnification under this Agreement. The termination of any action, suit or proceeding by judgment, order,settlement, arbitration award, conviction or by a plea of nolo contendere orits equivalent shall not affect this presumption except as may be provided inSection 3 of this Agreement.

 

7.                                       *Notification andDefense of Claim*.  Promptly after receipt by Indemnitee ofnotice of the commencement of any action, suit or proceeding, if a request withrespect thereto is to be made against the Company under this Agreement,Indemnitee shall notify the Company of the commencement thereof; but thefailure by Indemnitee to notify the Company will not relieve the Company of anyliability which it may have to Indemnitee under this Agreement orotherwise.  With respect to any suchaction, suit or proceeding as to which Indemnitee notifies the Company asrequired herein:

 

(a)                                  The Company shall be entitled toparticipate therein at its own expense.

 

(b)                                 Except as otherwise provided below, tothe extent that it may wish, the Company, jointly with any other indemnifyingparty similarly notified, shall be entitled to assume the

 

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defense of Indemniteewith counsel reasonably satisfactory to Indemnitee.  After notice from the Company to Indemnitee of its election toassume the defense of Indemnitee in the action, suit or proceeding, the Companywill not be liable to Indemnitee under this Agreement for any legal or otherexpenses subsequently incurred by Indemnitee in connection with the defensethereof, other than reasonable costs of investigation or as otherwise providedbelow.  Indemnitee shall have the rightto employ his/her own counsel in such action, suit or proceeding, but the feesand expenses of such counsel incurred after notice from the Company of itsassumption of the defense shall be at the sole expense of Indemnitee unless (i)the employment of counsel by Indemnitee at the Company’s expense has beenauthorized in writing by the Company; (ii) Indemnitee shall have reasonablyconcluded, upon advice of counsel experienced in such matters, that there maybe a conflict of interest between the Company and Indemnitee in the conduct ofthe defense of such action; or (iii) the Company shall not in fact haveemployed counsel to assume the defense of such action, suit or proceeding.  In each such instance set forth in (i)through (iii) of this paragraph (b), the reasonable cost of Indemnitee’s counsel shall be borne by theCompany.  Notwithstanding the foregoing,the Company shall not be entitled to assume the defense of any action, suit orproceeding brought against Indemnitee by or on behalf of the Company or as towhich Indemnitee shall have reasonably made the conclusion provided in (ii)above.

 

(c)                                  The Company shall not be liable toindemnify Indemnitee under this Agreement for any amounts paid in settlement ofany action or claim effected without the Company’s prior written consent.  The Company shall not settle any action orclaim in any manner that would impose any penalty or limitation on Indemniteewithout Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold consent toany proposed settlement.

 

8.                                       *Enforcement*.

 

(a)                                  The Company expressly confirms and agreesthat it has entered into this Agreement and assumed the obligations imposed onthe Company hereby in order to induce Indemnitee to continue as a CoveredPerson, and acknowledges that Indemnitee is relying on this Agreement incontinuing in such capacity.

 

(b)                                 In the event Indemnitee is required tobring any action to enforce his or her rights or to collect monies due underthis Agreement, the Company shall advance Indemnitee all of Indemnitee’s reasonablefees and expenses in bringing and pursuing such action.  Indemnitee shall be responsible forreimbursement to the Company of such advance in the event that Indemnitee isnot successful in such action.

 

 

9.                                       *No Employment Rights*. Nothing in this Agreement is intended to confer on Indemnitee any rightto continue in the employ of the Company for any period of time or to interferewith or otherwise restrict in any way the rights of the Company or ofIndemnitee, which rights are hereby expressly reserved by each, to terminateIndemnitee’s service at any time and for any reason, with or without cause,except as may be provided otherwise in an agreement, if any, between theCompany and Indemnitee.

 

10.                                 *Severability*. Each of the provisions of this Agreement are separate and distinct andindependent of one another, so that if any provision of this Agreement shall beheld by a court of competent jurisdiction to be invalid or unenforceable forany reason, such invalidity or unenforceability shall not effect the validityor enforceability of the other provisions of this Agreement.    If any provision of this Agreement is soheld to be invalid or unenforceable, the parties

 

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agree that the court making such determination shallhave the power to amend such provision or to delete specific words or phrasesso that such provision shall then be enforceable to the fullest extentpermitted by law unless such change is contrary to the intent of the partieshereto.

 

11.                                 *Subrogation*. In the event of payment to Indemnitee under this Agreement, the Companyshall be subrogated to the extent of the amount of such payment to all rightsof recovery of Indemnitee, who shall execute all papers required and shall doeverything that may be necessary or reasonable to secure such rights,including, without limitation, the execution of such documents necessary orreasonable to enable the Company to effectively bring suit to enforce suchrights.

 

12.                                 *Governing Law*. This Agreement shall be governed by, and construed in accordance with,the laws of the State of Nevada without resort to conflict of laws principles.

 

13.                                 *Binding Effect;Amendment*.  This Agreement shall be binding on theparties, their heirs, personal representatives, successors and assigns, andshall inure to the benefit of Indemnitee, his or her heirs, personalrepresentatives and assigns, and to the benefit of the Company, its successorsand assigns.  No amendment,modification, termination or cancellation of this Agreement shall be effectiveunless in a writing signed by both parties.

 

14.                                 *Notices*. All notices, requests, demands and other communications hereunder shallbe in writing and shall be deemed to have been duly given (i) when delivered byhand and receipted for by the party to whom said communication shall have beendirected or (ii) if mailed by certified or registered mail with postageprepaid, on the third business day after the date on which said communicationis so mailed and addressed to the appropriate party at the following address:

 
| *If to  Indemnitee:*  |                                 |
|-----------------------|--------------------------------------|
|                  |                                 |
|                  |                                 |
|                  |                                 |
| *If to  the Company:* | VendingData Corporation              |
|                  | 6830 Spencer Street                  |
|                  | Las Vegas, Nevada   89119       |
|                  | Attention: Corporate Counsel         |
|                  |                                 |
| *With  a copy to:*    | Michael J. Bonner                    |
|                  | Kummer Kaempfer Bonner & Renshaw |
|                  | 3800 Howard Hughes Parkway           |
|                  | Seventh Floor                        |
|                  | Las Vegas, Nevada   89109       |

 

A party may change its address by delivering notice ofsuch change in the manner set forth in this Section 14.

 

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IN WITNESS WHEREOF, the parties hereto have executed thisIndemnification Agreement as of the date first above written.

 
| “Indemnitee”                                                                                                                                                                                                                             | “Company” |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------|
|                                                                                                                                                                                                                                               |                |
|                                                                                                                                                                                                                                               |                |
|                                                                                                                                                                                                                                               |                | By: |   |   |
| [                                        ] |                |   Steven J. Blad |
|                                                                                                                                                                                                                                               | Its:                |   Chief Executive Officer |
|                                                                                                                                                                                                                                                    |                     |  |  |  |

 

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