Exhibit 10.24


 





 


November 11, 2003


 


 


Nigel Kirkpatrick


Industrial Research Limited 


P O Box 2225 


Parnell,  Auckland,
New Zealand 


Ph:   
+64-9-373 8602 


Fax:  +64-9-302 8114


 


RE:          Manufacturing Agreement - Letter of Intent


 


Dear Nigel:


 


Please review the following
Letter of Intent and if agreeable, sign and return the letter to my attention
at 6830 S. Spencer Street, Las Vegas, NV 89119.


 


VendingDataTM and Industrial
Research have a contract, which states that Industrial Research Limited will
manufacture and supply 600 Deck-Checker® units to Vending Data.


 


The parties hereby agree to
the following objectives:


 


1.               Manufacture
Deck-Checker® units in China by VendingDataTM, with support from Industrial
Research Limited;


2.               Sourcing of
parts from existing Industrial Research Limited suppliers in New Zealand, as
appropriate;


3.               Ongoing
development support from Industrial Research Limited for Deck-Checker®, and
other products as agreed; and


4.               And, an ongoing
royalty fee will be paid by VendingDataTM to Industrial Research Limited.


 


The specific agreements
shall be as follows:


 


AGREEMENT


 


•                  Industrial
Research Limited will supply 100 days consulting time and 10 China trips
between December 1 2003 and June 30 2004;


 


•                  Industrial
Research Limited will ensure that VendingDataTM personnel are able to make
contact with New Zealand suppliers for parts of existing Deck-Checker®
manufacture;


 


•                  VendingDataTM
will pay Industrial Research Limited a royalty fee of $250 USD per unit
manufactured by Vending Data;


 


•                  Prepayment
will be guaranteed by VendingDataTM and invoiced by Industrial Research Limited,
until June 30, 2004 on the following basis:


 


Invoice by INDUSTRIAL
RESEARCH LIMITED ( 1st month )


Payment by Vending Data (
USD 15th month )


 


	
  January

  	
   

  	
  250 units

  	
   

  	
  $62,500

  	
   

  
	
  February

  	
   

  	
  250 units

  	
   

  	
  $62,500

  	
   

  
	
  March

  	
   

  	
  250 units

  	
   

  	
  $62,500

  	
   

  
	
  April

  	
   

  	
  250 units

  	
   

  	
  $62,500

  	
   

  
	
  May

  	
   

  	
  250 units

  	
   

  	
  $62,500

  	
   

  
	
  June

  	
   

  	
  454 units

  	
   

  	
  $113,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL 1704 units

  	
   

  	
  $426,000

  	
   

  	
   

  	
   

  



 


 


6830 So. Spencer Street, Las Vegas, NV 89119


Phone:  702-733-7195 /  Fax: 
702-733-7197

















 


 


 


ONGOING AGREEMENT


 


On an annual basis starting
July 1, 2004:


 


•                  Industrial
Research Limited will provide VendingDataTM with 100 days consultancy and 10
trips to China;


 


•                  VendingDataTM
will pay a royalty fee of $250 USD per unit manufactured in China to Industrial
Research Limited.


 


If the total royalty fee
for the year does not cover the Industrial Research Limited costs, then a
royalty prepayment will be guaranteed by VendingDataTM to cover the costs.


 


Each project must be
previously agreed upon by Industrial Research Limited and VendingDataTM. If
extra projects are required during the year that exceed the consultancy time
provided by Industrial Research Limited, then the payment terms will need to be
agreed upon as a separate contract.


 


OTHER PRODUCTS


 


This model should be used
for future projects as appropriate, e.g. Poker One.


 


ACTIONS REQUIRED


 


1.               The parties
shall use their reasonable best efforts to expand this Letter of Intent into a
more detailed contract, where the parties understand and agree that the
contract may more particularly and/or specifically delineate and/or describe
the various terms and provisions thereto than as such terms and provisions are
set out in this Letter of Intent;


 


2.               The parties
shall arrange a meeting in China between key VendingDataTM and Industrial
Research Limited personnel to organize the transition of manufacturing to
China;


 


3.               The parties
shall agree on timings for Industrial Research Limited support until June 30,
2004;


 


4.               Industrial
Research Limited shall prepare a project proposal to develop the “two sided
recognition” for the Deck-Checker®.


 


This Letter of
Intent is binding and both parties will retain complete discretion regarding
entering any future contracts or amendments to the existing contract. The
parties shall take all actions and execute and deliver all documents, whether
or not specifically described herein, that may be required to carry out the
purposes and intent of this Letter of Intent.


 


                IN WITNESS WHEREOF, the undersigned have hereunto
agreed to the terms and conditions set forth in this binding letter of intent.


 


	
  VendingDataTM Corporation

  	
   

  	
  Industrial Research
  Limited

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
   

  	
  /s/ STEVEN J. BLAD

  	
   

  	
  BY:

  	
   

  	
  /s/ NIGEL KIRKPATRICK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  NAME:

  	
   

  	
   

  	
   

  	
  NAME:

  	
   

  	
   

  
	
   

  	
   

  	
  Steven J. Blad

  	
   

  	
   

  	
   

  	
  Nigel Kirkpatrick

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE:

  	
   

  	
   

  	
   

  	
  TITLE:

  	
   

  	
   

  
	
   

  	
   

  	
  President/CEO

  	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
   

  	
   

  	
   

  	
  DATE: