EXHIBIT 10.30


SUBSCRIPTION
AGREEMENT

VendingData Corporation

6830 Spencer Street

Las Vegas, NV 89119


In order to purchase shares
of common stock, $0.001 par value per share (“Common Stock”), of VendingData
Corporation (the “Company”), as described in the Company’s Prospectus dated
______________, 2003, each subscriber must complete, execute and return this
Subscription Agreement, together with payment in full, by check payable to
Wells Fargo Bank Minnesota, N.A. (escrow agent) fbo VendingData Corporation, for
the shares purchased, to Philadelphia Brokerage Corporation at 992 Old Eagle
School Road, Suite 915, Wayne, Pennsylvania 19087, phone
(610) 975-9990, Attn: Bernadette Pucillo.


1.             Subscription


The undersigned (the
“Subscriber”) hereby subscribes for and agrees to purchase from the Company,
subject to the terms and conditions set forth in the Prospectus, a copy of
which Subscriber acknowledges having received, ___________ shares (the
“Shares”) of Common Stock, at a price of $_.__ per Share or $____________ in
the aggregate (the “Subscription Price”).


2.             Payment


The Subscription Price must
accompany this Subscription Agreement and shall be paid in United States
currency either by bank draft or cashier’s check payable to Wells Fargo Bank
Minnesota, N.A. (escrow agent) fbo VendingData Corporation or by wire transfer
of immediately available funds.  If you
are paying by wire transfer, check one of the following:


                [  ]  Payment has been wired previously


                [  ]  Please deduct payment from my account
________________ and wire as follows:


Wells Fargo Bank Minnesota,
N.A.

ABA # 121000248

A/C # 0001038377

A/C of Corporate Trust Clearing

FFC:  VendingData Corp. escrow

A/C # 15124400

Attn:  Joseph Taffe


Please send my Shares
through DTC to DTC # ________ for credit to A/C _________________.


3.             Subscription Information


Shares are to be registered
as indicated below.  (Please type or
print.)


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Social Security or Federal Tax I.D. Number

  
	
   

  	
   

  	
   

  
	
  Name(s)

  	
   

  	
   

  


















 


	
   

  	
   

  	
  Telephone Number (   )

  	
   

  
	
  Street Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  City, State, Zip Code

  	
   

  	
   

  



 


Ownership:            [  ] 
Individual       [  ] 
Marital Property            [  ] 
Joint Tenants with Right of Survivorship


                [  ] 
Tenants in Common                                      [  ] 
Corporation                    [  ] 
Partnership


                [  ] 
Trust                [  ] 
IRA/Qualified Plan        [  ]  
Limited Liability Company


                [  ]  Other


If Shares are to be
registered jointly, all owners must sign. 
For IRAs/Qualified Plans, the trustee must sign.  Any registration in the names of two or more
co-owners will, unless otherwise specified, be as joint tenants with rights of
survivorship and not as tenants in common. 
Each Subscriber certifies that he/she/it has full capacity to enter into
this Agreement.  This subscription is
subject to acceptance by the Company and will not be accepted unless
accompanied by payment in full.


4.             Special State Law Considerations


In
order to comply with the applicable securities laws of certain states, the
Shares of Common Stock that are described in the Prospectus may not be offered
or sold unless they have been registered or qualified for sale in such states
or an exemption from such registration or qualification requirement is
available and with which we have complied. 
We intend to register or qualify such Shares in the states of
California, Maryland, Massachusetts, New Jersey, New York, Oregon, and
Pennsylvania and in every other jurisdiction where so required.  As of the date of the Prospectus, the
Company had not determined specifically in what other states it will offer or
sell such Shares and whether those states will require registration or
qualification. If you are not located in one of the states listed
above, please be sure to consult with Philadelphia Brokerage Corporation to
ensure the legality of your desired purchase.


5.             Miscellaneous


(a)           Subscriber represents and warrants that Subscriber is not
in the class of persons to which sales would be prohibited under Rule 2110 of
the NASD Conduct Rules and the corresponding interpretative material,
IM-2110-1.


(b)           All pronouns and any variations thereof used herein shall
be deemed to refer to the masculine, feminine, impersonal, singular or plural,
as the identity of the person or persons may require.


(c)           This Subscription Agreement constitutes the legal, valid
and binding obligation of the undersigned enforceable in accordance with its
terms.  This Subscription Agreement
shall be enforced, governed and construed in all respects in accordance with
the laws of the State of Nevada, as such laws are applied by Nevada courts to
agreements entered into and to be performed in Nevada and between residents of
Nevada, and shall be binding upon the Subscriber, the Subscriber’s heirs,
estate, legal representatives, successors and assigns. If any provision of this
Subscription Agreement is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent
that it may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any provision hereof that may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision hereof.


 


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(d)           This Subscription Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and may be amended only by a writing executed by both parties hereto.


(e)           Except as set forth herein, neither this Subscription
Agreement nor any provision hereof shall be waived, modified, changed,
discharged, terminated, revoked or canceled except by an instrument in writing
signed by the party effecting the same against whom any change, discharge or
termination is sought.


(f)            The Offering may be withdrawn at any time prior to the
issuance of shares of Common Stock offered as described in the Prospectus to
prospective Subscribers. Further, in connection with the offer and sale of such
shares, the Company reserves the right, in its sole discretion, to reject any
subscription in whole or in part or to allot to any prospective subscriber
fewer than the shares of Common Stock applied for by such subscriber. Such
shares are offered by the Company subject to prior sale, acceptance of an offer
to purchase, withdrawal, cancellation or modification of the offer, without
notice.


(g)           This Subscription Agreement does not constitute an offer
to sell or a solicitation of any offer to buy any securities offered hereby by
anyone in any jurisdiction in which such offer or solicitation is not qualified
to do so or to anyone to whom it is unlawful to make such offer or
solicitation.


Signatures


Individuals (All proposed
record holders must sign.)


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Print or Type Name)

  	
   

  	
  (Print or Type Name)

  



 


Corporations, Partnerships,
Trusts and IRAS/Qualified Plans (Certificate of Signatory must be completed.)


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print or Type Name of
  Entity)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
      (Signature of Authorized Representative)

  



 


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CERTIFICATE
OF SIGNATORY


I,
_______________________________, am the _____________________________
                    (Print or Type Name of Authorized Representative)              
(Print or Type Title or Position)


of
_________________________________________________________________ (“Entity”).
                                                (Print
or Type Name of Subscribing Entity)


I certify that I am fully
authorized and empowered by the Entity to execute this Subscription Agreement
and to purchase Common Stock, and that this Subscription Agreement has been
duly executed by me on behalf of the Entity and constitutes a valid and binding
obligation of the Entity in accordance with its terms.




	
   

  
	
  (Signature of Authorized
  Representative)

  






 


 


Acceptance


                Subscription   
[  ]  accepted               [  ] 
rejected as of _________________________


 


	
   

  	
  VendingData Corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  (Signature of Authorized
  Officer)

  
	
   

  	
  Date:

  	
   

  
				



 


 


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Accredited Investor Addendum to


Subscription
Agreement


This
Addendum is entered into by the undersigned in conjunction with that certain
subscription agreement for the purchase of shares of common stock of
VendingData Corporation, a Nevada corporation (the “Company”), in the Company’s
public offering of common stock registered pursuant to that certain
Registration Statement on Form SB-2, as amended (SEC File No. 333-109115).


The
undersigned hereby represents and warrants that the undersigned is an
“accredited investor,” as defined by Rule 501(a) of Regulation D under the
Securities Act of 1933, and acknowledges and understands that the Company’s
public offering of common stock is being sold in New Jersey and Pennsylvania
only to “accredited investors.”  The
undersigned represents that the undersigned is an accredited investor based
upon one of the following grounds (please check one):


	
  o

  	
  (1)

  	
  Private business development company as defined in
  Section 202(a)(22) of the Investment Advisors Act of 1940; or

  
	
  o

  	
  (2)

  	
  Organization described in
  Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or
  similar business trust, or partnership, not formed for the specific purpose
  of acquiring the securities offered, with total assets in excess of Five
  Million Dollars ($5,000,000); or

  
	
  o

  	
  (3)

  	
  Director or executive
  officer of the Company; or 

  
	
  o

  	
  (4)

  	
  Natural person whose
  individual net worth, or joint net worth with that person’s spouse, exceeds
  One Million Dollars ($1,000,000); or

  
	
  o

  	
  (5)

  	
  Natural person who has an
  individual income in excess of Two Hundred Thousand Dollars ($200,000) in
  each of the two (2) most recent years and has a reasonable expectation of
  reaching the same income level in the current year; or

  
	
  o

  	
  (6)

  	
  Natural person who has a
  joint income with that person’s spouse in excess of Three Hundred Thousand
  Dollars ($300,000) in each of the two (2) most recent years and has a
  reasonable expectation of reaching the same income level in the current year;
  or

  
	
  o

  	
  (7)

  	
  Trust, with total assets
  in excess of Five Million Dollars ($5,000,000), not formed for the specific
  purpose of acquiring the securities offered, whose purchase is directed by a
  sophisticated person as defined by Rule 506(b)(2)(ii) of the Securities Act;
  or 

  
	
  o

  	
  (8)

  	
  Entity in which all of the
  equity owners are accredited investors.

  



The undersigned
understands that the Company is relying on the undersigned with respect to the
accuracy of this representation and understands the significance of the
undersigned’s representation to the Company that the undersigned is an
accredited investor.  In addition, the
undersigned agrees to notify the Company of any material changes affecting
accredited investor status prior to the closing of any purchase made.


	
  _______________________________________

  
	
  (Name of Accredited Investor)

  
	
   

  
	
  By:

  	
   

  
	
   

  	
  (Print Name)

  
	
   

  	
   

  
	
  Its:

  	
   

  
	
   

  	
  (Title)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  



 


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Massachusetts Addendum to


Subscription Agreement


This Addendum is entered into by the
undersigned in conjunction with that certain subscription agreement for the
purchase of shares of common stock of VendingData Corporation, a Nevada
corporation (the “Company”), in the Company’s public offering of common stock
registered pursuant to that certain Registration Statement on Form SB-2, as
amended (SEC File No. 333-109115).


The undersigned hereby represents and
warrants that the undersigned is an “institutional buyer,” as defined by the
General Provisions of 950 §14.400 of the Code of Massachusetts Regulation
(“CMR”) and acknowledges and understands that the Company’s public offering of
common stock is being sold in Massachusetts only to “institutional
buyers.”  The undersigned represents that
the undersigned is an institutional buyer based upon one of the following
grounds (please check one):


	
  o

  	
  (1)

  	
  A Small Business Investment Company licensed by the
  U.S. Small Business Administration under the Small Business Investment
  Act of 1958, as amended; or

  
	
  o

  	
  (2)

  	
  A private business development
  company as defined in § 202(a)(22) of the Investment Advisers Act of
  1940, as amended; or

  
	
  o

  	
  (3)

  	
  A Business Development
  Company as defined in Section 2(a)(48) of the Investment Company Act of
  1940, as amended; or

  
	
  o

  	
  (4)

  	
  An entity with total
  assets in excess of $5 million and which is either:

  
	
   

  	
   

  	
  (a)

  	
  A company (whether a
  corporation, a Massachusetts or similar business trust, partnership, limited
  liability company or limited liability partnership) not formed for the
  specific purpose of acquiring the securities offered; a substantial part of
  whose business activities consists of investing, purchasing, selling or
  trading in securities issued by others and whose investment decisions made by
  persons who are reasonably believed by the seller to have such knowledge and
  experience in financial and business matters as to be capable of evaluating
  the merits and risks of investment; or

  
	
   

  	
   

  	
  (b)

  	
  An organization described
  in Section 501(c)(3) of the Internal Revenue Code; or

  
	
  o

  	
  (5)

  	
  A Qualified Institutional
  Buyer as defined in 17 CFR 230.144A(a).

  



The undersigned
understands that the Company is relying on the undersigned with respect to the
accuracy of this representation and understands the significance of the
undersigned’s representation to the Company that the undersigned is an
institutional buyer.  In addition, the
undersigned agrees to notify the Company of any material changes affecting
institutional buyer status prior to the closing of any purchase made.


	
  _______________________________________

  
	
  (Name of Institutional Buyer)

  
	
   

  
	
  By:

  	
   

  
	
   

  	
  (Print Name)

  
	
   

  	
   

  
	
  Its:

  	
   

  
	
   

  	
  (Title)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  



 


 


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Oregon Addendum to


Subscription Agreement


This Addendum is entered into by the
undersigned in conjunction with that certain subscription agreement for the
purchase of shares of common stock of VendingData Corporation, a Nevada
corporation (the “Company”), in the Company’s public offering of common stock
registered pursuant to that certain Registration Statement on Form SB-2, as amended
(SEC File No. 333-109115).


The undersigned hereby represents and
warrants that the undersigned is a suitable investor and qualifies under one of
the categories set forth below.  The
undersigned acknowledges and understands that the Company’s public offering of
common stock is being sold in Oregon only to persons that meet one of the
categories set forth below.  The
undersigned represents that the undersigned is a suitable investor under one of
the following grounds (please check one):


	
  o

  	
  (1)

  	
  A person that has a current annual gross income of
  $60,000 and net worth of $60,000 (exclusive of home, home furnishings and
  automobiles); or 

  
	
  o

  	
  (2)

  	
  A person that has a
  minimum net worth of $225,000 (exclusive of home, home furnishings and
  automobiles).

  



The undersigned
understands that the Company is relying on the undersigned with respect to the
accuracy of this representation and understands the significance of the
undersigned’s representation to the Company that the undersigned is a suitable
investor.  In addition, the undersigned
agrees to notify the Company of any material changes affecting the investor’s
suitability status prior to the closing of any purchase made.


	
  _______________________________________

  
	
  (Name of Investor)

  
	
   

  
	
  By:

  	
   

  
	
   

  	
  (Print Name)

  
	
   

  	
   

  
	
  Its:

  	
   

  
	
   

  	
  (Title)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  



 


 


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California Addendum to


Subscription Agreement


This Addendum is entered into by the
undersigned in conjunction with that certain subscription agreement for the
purchase of shares of common stock of VendingData Corporation, a Nevada
corporation (the “Company”), in the Company’s public offering of common stock
registered pursuant to that certain Registration Statement on Form SB-2, as
amended (SEC File No. 333-109115).


The undersigned hereby represents and
warrants that the undersigned is a suitable investor and qualifies under one of
the categories set forth below.  The
undersigned acknowledges and understands that the Company’s public offering of
common stock is being sold in California only to persons that meet one of the
categories set forth below.  The
undersigned represents that the undersigned is a suitable investor under one of
the following grounds (please check one):


	
  o

  	
  (1)

  	
  A person that has a minimum of $250,000 liquid net
  worth (exclusive of home, home furnishings and automobiles) plus $65,000
  gross annual income; or

  
	
  o

  	
  (2)

  	
  A person that has a
  minimum of $500,000 liquid net worth (exclusive of home, home furnishings and
  automobiles); or

  
	
  o

  	
  (3)

  	
  A person that has
  $1,000,000 net worth (inclusive of home, home furnishings and automobiles);
  or

  
	
  o

  	
  (4)

  	
  A person that makes
  $200,000 gross annual income.  

  



The undersigned
understands that the Company is relying on the undersigned with respect to the
accuracy of this representation and understands the significance of the
undersigned’s representation to the Company that the undersigned is a suitable
investor.  In addition, the undersigned
agrees to notify the Company of any material changes affecting the investor’s
suitability status prior to the closing of any purchase made.


	
  _______________________________________

  
	
  (Name of Investor)

  
	
   

  
	
  By:

  	
   

  
	
   

  	
  (Print Name)

  
	
   

  	
   

  
	
  Its:

  	
   

  
	
   

  	
  (Title)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Signature)

  



 


 


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