Exhibit
    10.8
    VENDINGDATA
      CORPORATION

    6830
      Spencer Street

    Las
      Vegas, Nevada 89119

    


    


    April
      18,
      2006

    
 

    


    Mr.
      William Purton and Synwood Pty Ltd

    600
      Waterdale Road

    Heidelberg
      West

    Victoria,
      Australia

    


    Re:    Proposed
      Acquisition of Dolphin Advanced Technologies Pty Ltd.

    


    Gentlemen:

     

    This
      letter is intended to confirm our mutual intent to pursue the proposed purchase
      by VendingData Corporation, a Nevada corporation, or one of its affiliates
      or
      subsidiaries, now existing or to be created (“VendingData”),
      of
      all of the shares in Dolphin Advanced Technologies Pty Ltd. (“Dolphin”)
      (which
      will hold all of the shares in Dolphin Products Pty Ltd. (“Dolphin Subsidiary”))
      and to engage in certain related transactions, as more fully described in and
      subject to the terms and conditions set forth in Exhibit A (the “Term
      Sheet”)
      attached to and made a part of this letter, which we refer to as the
“Letter
      of Intent.”

     

    The
      parties acknowledge and agree that the provisions of this Letter of Intent
      shall
      constitute the legal and binding obligation of the parties, and the attached
      Term Sheet shall constitute the legal and binding obligation of the parties
      to
      use their best efforts to work towards, and effect the execution and delivery
      of, definitive and binding agreements incorporating terms consistent with the
      Term Sheet (the “Definitive
      Agreements”).
      

    


    1.    Each
      party agrees that after the date of this Letter of Intent it will keep the
      Confidential Information (as defined herein) confidential, not use Confidential
      Information of the disclosing party except as is necessary to evaluate the
      potential business relationship described herein and not disclose to third
      parties any of the Confidential Information, unless otherwise required by law
      or
      applicable SEC or American Stock Exchange reporting regulations. The receiving
      party may make the Confidential Information available only to its officers,
      directors, employees and advisors who have a need for such access; provided
      that
      the receiving party has informed all such persons of the provisions of this
      Letter of Intent and such persons have agreed in writing to be bound by these
      terms. The receiving party may make only the minimum number of copies of any
      Confidential Information required to evaluate the business relationship
      described herein. All proprietary and copyright notices in the original must
      be
      affixed to copies or partial copies.

    


    If
      a
      recipient of Confidential Information or any of its representatives is required
      by law (by deposition, interrogatory, request for documents, subpoena, civil
      investigative demand or similar process) to disclose all or any part of the
      Confidential Information, the recipient shall and shall cause its
      representatives, as the case may be, to (i) immediately notify the disclosing
      party of the existence, terms and circumstances surrounding such request, (ii)
      consult with the disclosing party on the advisability of taking legally
      available steps to resist or narrow such request and (iii) assist the disclosing
      party in seeking a protective order or other appropriate remedy. If such
      protective order or other remedy is not obtained or the disclosing party waives
      compliance with the provisions hereof, (i) the recipient or its representatives,
      as the case may be, may disclose only that portion of the Confidential
      Information which it is advised by counsel is legally required to be disclosed,
      and shall exercise reasonable commercial efforts to obtain assurance that
      confidential treatment will be accorded such Confidential Information, and
      (ii)
      the recipient shall not be liable for such disclosure unless disclosure was
      caused by or resulted from a previous disclosure by the recipient or its
      representatives that was prohibited by this Letter of Intent.

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    Exhibit
      10.8

    
 

    “Confidential
      Information”
      means
      (i) the existence and terms of this Letter of Intent, the facts and content
      of
      all discussions relating to the proposed transaction (including the proposed
      terms and conditions), [the fact Dolphin has made information available to
      VendingData and/or that discussions or negotiations have taken place concerning
      a possible transaction,] and (ii) any information which is disclosed in any
      tangible form and is clearly labeled or marked as confidential, proprietary
      or
      its equivalent, or information which is disclosed orally or visually, is
      designated confidential, proprietary or its equivalent at the time of its
      disclosure and is reduced to writing and clearly marked or labeled as
      confidential, proprietary or its equivalent within thirty (30) days of
      disclosure. 

     

    The
      receiving party shall not be obligated to maintain any information in confidence
      or refrain from use, if: (a) the information was in the receiving party’s
      possession or was known to it prior to its receipt from the disclosing party;
      (b) the information is or becomes public knowledge without the fault of the
      receiving party; (c) the information is or becomes rightfully available on
      an
      unrestricted basis to the receiving party from a source other than the
      disclosing party; or (d) the information becomes available on an unrestricted
      basis to a third party from the disclosing party or from someone acting under
      its control. 

    


    Within
      three (3) days of the Termination Date (as defined below), the receiving party
      shall immediately return to the disclosing party all copies of Confidential
      Information received hereunder or, if the disclosing party requests, shall
      immediately destroy all Confidential Information, and shall certify such
      destruction to the disclosing party. 

     

    Each
      of
      William Purton and Synwood Pty Ltd (collectively “the
      Vendors”)
      understands that in the course of the discussions he or it may come into
      possession of material non-public information concerning VendingData under
      U.S.
      securities laws and regulations and will not, and will use his or its best
      efforts to cause its affiliates and personnel to not, effect any purchase or
      sale of VendingData’s common stock or effect any transaction involving a
      derivative security relating to VendingData’s common stock (including, but not
      limited to, options, warrants, puts, calls, collars and the like) so long as
      such person is in possession of VendingData material non-public
      information.

     

    2.    The
      Vendors represent and warrant that they own all of the outstanding equity
      securities of Dolphin, and that Dolphin owns all of the outstanding equity
      securities of Dolphin Subsidiary. The Vendors agree that from the date hereof
      until the earlier of (i) the date the parties mutually agree to terminate this
      Letter of Intent, or (ii) June 1, 2006 (the earlier to occur of such dates
      is
      referred to as the “Termination
      Date”),
      the
      Vendors will not, and will not permit Dolphin or Dolphin Subsidiary to, solicit,
      or initiate, engage in or encourage discussions with, or enter into any
      agreement with, any party relating to the possible acquisition of Dolphin or
      Dolphin Subsidiary (by way of merger, purchase of capital stock, purchase of
      assets, license, lease or otherwise) or any material portion of either company’s
      capital stock or assets (collectively, a “Restricted
      Transaction”)
      or
      permit any of their officers, directors, representatives, employees, or agents,
      or the officers, directors, representatives, employees, or agents of Dolphin
      or
      Dolphin Subsidiary, to enter into such an agreement. Further, in the event
      that
      during this period Dolphin or Dolphin Subsidiary or any of their affiliates
      is
      contacted by any third party expressing an interest in discussing a Restricted
      Transaction involving Dolphin or Dolphin Subsidiary, Vendors will promptly
      (within one day of receipt) provide VendingData with the name of the potential
      acquirer and the terms and conditions of such proposed Restricted Transaction.
      If (a) Vendors breaches Section 2 of this Letter of Intent or if Vendors or
      any
      officer, director, representative, or agent of a Vendor provides to VendingData
      written notice that negotiations towards a defined agreement are terminated,
      and
      (b) within one year after such date of the breach or notice of termination,
      as
      the case may be, Vendors, or either of them, Dolphin, Dolphin Subsidiary or
      any
      officers, directors, representatives, or agents of a Vendor, Dolphin or Dolphin
      Subsidiary signs a letter of intent or agreement related to the acquisition
      of a
      material portion of the capital stock, assets, or business of Dolphin or Dolphin
      Subsidiary, in whole or part whether directly or indirectly, through purchase,
      mergers, consolidations or otherwise (other than sale of inventory or immaterial
      portions of the assets of either Dolphin or Dolphin Subsidiary in the ordinary
      course of businesses) and such transaction is ultimately consummated, then,
      immediately upon the closing of such transactions, Vendors shall be jointly
      and
      severally liable to immediately pay to VendingData the sum of Two Million US
      dollars (US$2,000,000). This clause shall not apply in the event VendingData
      breaches this Letter of Intent.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.8

     

     

    3.    From
      the
      date hereof until either (i) the Termination Date, or (ii) the date that the
      Definitive Agreements are signed, Vendors will cause Dolphin and Dolphin
      Subsidiary to each conduct its business in the normal and ordinary course,
      consistent with prior practices, and will also consult with VendingData on
      an
      on-going basis regarding any business activities not undertaken in the ordinary
      course.

     

    4.    Each
      party represents and warrants to the other that neither it nor Dolphin, Dolphin
      Subsidiary or any of their affiliates is a party to and/or bound by any
      agreement which conflicts with this Letter of Intent or would prevent it from
      entering into a Definitive Agreement regarding the transactions contemplated
      by
      the Term Sheet.

     

    5.    Each
      party acknowledges that a breach by it of its obligations under this Letter
      of
      Intent could cause irreparable harm to the other. Accordingly, each acknowledges
      that the remedy at law for breach of such obligations hereunder could be
      inadequate and agrees, in the event of a breach or threatened breach by a party
      of such provisions, that the other party shall be entitled, in addition to
      all
      other available remedies, to an injunction restraining any breach and requiring
      immediate performance hereunder, without the necessity of showing economic
      loss,
      and without any bond or other security being required. 

     

    6.    This
      Letter of Intent, and specifically the exclusivity provisions of Section 2,
      have been unanimously approved by the Vendors.

     

    7.    Each
      party hereby represents, warrants and agrees that its representations,
      warranties, covenants and agreements made in this Letter of Intent are
      enforceable against it to the fullest extent of the law.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.8

     

     

    8.    This
      Letter of Intent shall be governed by the laws of the State of Nevada, without
      giving effect to conflict of law principles. The parties agree that any claim
      or
      cause of action arising from or relating to this Letter of Intent and the
      transactions contemplated hereby shall be subject to the exclusive jurisdiction
      of the Federal or State courts located in Las Vegas, Nevada.

     

    If
      you
      are in agreement with the terms and conditions set forth in this letter and
      the
      attached Term Sheet and desire to proceed on that basis, please sign this Letter
      of Intent in the space provided below and return an executed copy to the
      undersigned no later than 5:00 p.m. (California Time) April 20, 2006
      or the proposal shall terminate. Upon receiving your signed reply, we will
      begin
      our due diligence investigations.

     

    We
      look
      forward to concluding a mutually beneficial transaction.

     

    
      	 	 	 
	 	
              Very
                truly yours,

               

              VENDINGDATA
                CORPORATION

            
	 
 	 
 	 
 
	 	By:  	/s/
              Mark
              R. Newburg
	 	
              
                

              

              Mark Newburg, Chief Executive
                Officer

            
	
              Agreed
                to and accepted this 

              ___
                day of April 2006

            	 
	 	 
	/s/ William Purton	 
	
              
WILLIAM
              PURTON	 
	 	 
	 	 
	SYNWOOD PTY
              LTD	 
	 	 
	 	 
	By: /s/
              William Purton	 
	
              
    
William
              Purton, Director 	 


    

    


    
      
        
        

      

      
        A-4