**Exhibit 10.3**

 

# FIRSTAMENDMENT TO EMPLOYMENT AGREEMENTOF                                        

 

This FIRSTAMENDMENT TO EMPLOYMENT AGREEMENT OF                                 (the “First Amendment”) is entered into this             day ofJune, 2003 (the “Effective Date”), by and between VendingData Corporation, aNevada corporation (the “Company”) and                                (the “Employee”).

 

WHEREAS, theparties entered into an Employment Agreement dated                              (the “Agreement”); and

 

WHEREAS, as ofthe date of the Agreement, the Employee was the                                          ;and

 

WHEREAS, sincethe date of the Agreement, the Employee’s title with the Company has beenchanged from                                                                  ;and

 

WHEREAS, theparties desire that the Employee remain in the Company’s employ as its                                                                                     for a period beyond the term of the Agreement.

 

NOW,THEREFORE, for good and valuable consideration, the receipt of which is herebyacknowledged, the parties agree as follows:

 

1.                                       Accelerationof Stock Option Grant.  The stockoptions reflected in Section 5.1(b)(iii) of the Agreement are herebygranted as of the Effective Date of this First Amendment and shall vest on thesecond year anniversary of the Agreement.

 

2.                                       TheFirst Extended Term.  The term ofthe Agreement is hereby extended from                                        ,2003 through and including                                          ,2006 (the “First Extended Term”).

 

3.                                       Grantof Stock Options.  In considerationof the Employee’s agreement to remain in the employ of the Company as its                                                           through the First Extended Term, as of the Effective Date, the Company herebygrants to Employee stock options to purchase                             (             )shares (the “Shares”) of the Company’s common stock at two dollars and fiftycents ($2.50) per share.  The stockoptions shall vest as follows:

 

(a)          On                              ,2004 and provided that the Employee is still employed with the Company, stockoptions to purchase                                 (             )Shares shall vest.

 

(b)         On                              ,2005 and provided that the Employee is still employed with the Company, stockoptions to purchase                                 (             )Shares shall vest.

 

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(c)          On                              ,2006 and provided that the Employee is still employed with the Company, stockoptions to purchase                                 (             )Shares shall vest.

 

4.                                       BaseSalary.  During the Extended Term,the Employee’s base salary shall be not less than                                 ($                              ).

 

5.                                       NoFurther Modifications.  Except asmodified herein, the terms of the Agreement remain in full force and effect.

 

IN WITNESSWHEREOF, the parties have executed this First Amendment as of the date and yearfirst above written.

 
| VendingData  Corporation |
|--------------------------|
|                     |
| By:                      |   |   |
|                     | Steven J.  Blad |
|                     | President  and Chief Executive Officer |
|                     |   |
|                     |   |
| [Employee]               |

 

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