EXHIBIT
      10.2

    
      


      AMENDMENT
        TO SECURITY AGREEMENT

      


      THIS
        AMENDMENT (the "Amendment") to the Security Agreement dated as of March,
        2005
        (the "Agreement")
        is made
        and entered
        into as
        of the 6th
        day of
        October 2005 (the "Effective Date"), by and among VENDINGDATA CORPORATION,
        a Nevada corporation ("Debtor"), and PREMIER TRUST,
        INC.,
a
        Nevada
        corporation (the
        "Collateral Agent") in its capacity as collateral agent and on behalf of
        the
        persons listed on Schedule
        A
        to this
        Agreement (the "Secured Parties") and LC Capital Master Fund, Ltd., Triage
        Capital Management L.P., Triage Capital Management B L.P. and Triage Offshore
        Fund, Ltd., as additional secured parties (the "Additional Secured
        Parties").

      


      WITNESSETH:

      


      WHEREAS,
        Capitalized terms not otherwise defined herein shall have the respective
        meanings given them in the Agreement;

      


      WHEREAS,
        Debtor conducted two private placements of the Notes due February and March
        2008;

       

      WHEREAS,
        the Debtor has entered into a Credit Agreement dated as of October 5, 2005
        (the
        "October Credit Agreement"), with the Additional Secured Parties under which
        the
        Additional Secured Parties have agreed, on the terms and subject to the
        conditions set forth in the October Credit Agreement, to make loans to the
        Debtor in a maximum aggregate principal amount of $5,000,000, to be evidenced
        by
        notes of the Debtor (the "October Notes");

       

      WHEREAS,
        pursuant to the October Credit Agreement, the
        Debtor
        has agreed to secure its obligations arising under the October Notes, including
        all debts, obligations, liabilities, interest, fees, charges and expenses
        arising under the October Notes (the "Obligations");

       

      WHEREAS,
        the Debtor, the Additional Secured Parties and Secured Parties representing
        not
        less than a majority of the currently outstanding principal of principal
        of all
        Notes are executing and delivering this Amendment to evidence their agreement
        to
        its provisions;

       

      NOW,
        THEREFORE, for and in consideration of the promises and mutual covenants,
        agreements,
        understandings, undertakings, representations, warranties and promises, and
        subject to the conditions hereinafter set forth, and intending to be legally
        bound thereby, the parties do hereby covenant and agree that the recitals
        set
        forth above are true and accurate and are hereby incorporated in and made
        a part
        of this Agreement, and further covenant and agree as follows:

      


      1.    SECURITY
        INTEREST

      


      Subject
        to the terms and conditions of this Amendment, Debtor hereby amends the
        Agreement to grant to the Additional Secured Parties, as a group, (a) a first
        priority security interest in the Collateral described below ranking
pari passu
        with the
        security interest securing the Notes and all other existing indebtedness
        of the
        Debtor ranking pari passu
        with the
        Notes (collectively, the "Senior Debt"); and (b) a security interest in all
        other Collateral ranking junior in priority to the security interest in such
        other Collateral securing the Senior Debt.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      The
        following Collateral is subject to the aforesaid amended first priority security
        interest in favor of the Additional Secured Parties in respect of the October
        Notes:

      


      1.1. 
        Accounts, including but not limited to, all accounts, all rights of Debtor
        to
        payment for goods sold or leased or for services rendered, all accounts
        receivable of Debtor; all obligations owing to Debtor evidenced by an instrument
        or chattel paper; all obligations owing to Debtor of any kind or nature,
        including all writings, if any, evidencing the same, including all instruments,
        drafts, acceptances and chattel paper; any and all proceeds of any of the
        foregoing. Further included within the term "Accounts" are all right, title
        and
        interest of Debtor in and any security and liens with respect to any Account,
        and all Accounts, Documents and Contract Rights of Debtor as defined in the
        Uniform Commercial Code as enacted in the State of Nevada (the "Uniform
        Commercial Code"); and 

      


      1.2.
         Intellectual
        Property, including, but not limited to, all names, trade names, goodwill,
        trade
        secrets, computer programs, computer records, data, computer software, patents,
        patent rights, patent applications, patents pending, patent licenses or
        assignments, development ideas and concepts, licenses, permits, franchises,
        literary rights, rights to performance, trademarks, trademark applications,
        trademark rights, logos, copyrights, proprietary or other processes, drawings,
        designs, diagrams, plans, reports, charts, catalogs, manuals, research,
        literature, proposals and other reproductions on paper or otherwise, of any
        and
        all concepts or ideas, whether or not related to the business or operations
        of
        Debtor; and

      


      1.3. Inventory
        as defined in the Uniform Commercial Code, including without limitation,
        all raw
        materials and other materials and supplies, work-in-progress and finished
        goods
        and any products made or processed therefrom and all substances, if any,
        commingled therewith or added thereto, but only Inventory located in the
        United
        States; and

      


      1.4. All
        products and proceeds of the above, including insurance proceeds.

      


      2.    EFFECT
        OF AMENDMENT; CONSENT

      


      2.1. The
        Agreement shall be deemed to be amended in all respects to include the equal
        and
        junior security interests created herein in favor of the Additional Secured
        Parties in respect of the October Notes; all obligations of the Debtor contained
        in Sections 4 and 7 of the Agreement shall be deemed to benefit the Additional
        Secured Parties; and the Additional Secured Parties, together with the Secured
        Parties, shall have the rights set forth in Section 6 of the
        Agreement.

      


      2.2. The
        Additional Secured Parties are Secured Parties and hold in excess of a majority
        of the currently outstanding principal of all Notes now issued and outstanding,
        and in that capacity the Additional Secured Parties consent and agree to
        the
        amendment of the Agreement in all respects in accordance with the terms of
        this
        Amendment.

       

      3.    DEBTOR'S
        REPRESENTATIONS AND
        WARRANTIES

       

      Debtor
        represents and warrants that:

      


      3.1.
        Authorization.
        The
        execution, delivery and performance of this Amendment are within Debtor's
        corporate powers, and are not in contravention of law nor of the terms of
        Debtor's Articles of Incorporation or Bylaws, as amended, nor of any indenture,
        agreement or undertaking to which Debtor is a party or by which it is bound,
        and
        the Debtor has obtained all consents of third parties for the execution,
        delivery and performance of this Amendment, including all consents required
        by
        the Agreement.

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

      


      3.2.
        Place
        of Business.
        Debtor's
        principal place of business is located at the address provided on the signature
        page of this Amendment, and Debtor keeps its records concerning inventory,
        accounts, contract rights and other property at that location.

      


      3.3.
        Title
        to Collateral.
        With the
        exception of liens created hereunder pursuant to the Agreement and the other
        liens referred to in Section 3.3 thereof, Debtor owns all of its personal
        property and has good, clear and marketable title thereto, free and clear
        of all
        liens and encumbrances.

      


      3.4.
        Collateral
        and Perfection.
        Neither
        Debtor nor, to the best of Debtor's knowledge, any affiliate (as such term
        is
        used in Rule 405 under the Securities Act have performed any acts which might
        prevent the Collateral Agent from enforcing any of the terms of the Agreement
        as
        amended by this Amendment or which would limit the Collateral Agent in any
        such
        enforcement. No Collateral is in the possession of any person (other than
        Debtor) asserting any claim thereto or security interest therein. The security
        interests created hereunder constitute valid first and second priority security
        interests under the Uniform Commercial Code securing the Obligations to the
        extent that a security interest may be created in the Collateral.

      


      
        
          4.    FURTHER
            ASSURANCES

        

      

       

      Debtor,
        at its own expense, shall do, make, execute and deliver all such additional
        and
        further acts, deeds, assurances, documents, instruments and certificates
        as the
        Collateral Agent may reasonably require, including, without limitation: (1)
        executing, delivering and filing financial statements and continuation
        statements under the Uniform Commercial Code as applicable in any relevant
        jurisdiction; (2) obtaining governmental and other third party consents and
        approvals; and (3) obtaining waivers from mortgagees and landlords.

      


      5.    COUNTERPART
        EXECUTION

      


      This
        Amendment may be executed in any number of counterparts with the same effect
        as
        if Debtor
        and all
        of the Secured Parties had signed the same document. All counterparts shall
        be
        construed together and shall constitute one agreement.

      


      6.    CHOICE
        OF LAW

      


      THIS
        AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
        ENFORCED IN ACCORDANCE WITH THE LAWS (AND NOT THE LAW OF CONFLICTS) OF
        THE
        STATE OF NEVADA. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE
        JURISDICTION OF THE COURTS LOCATED IN CLARK COUNTY, NEVADA WITH RESPECT TO
        ANY
        DISPUTE ARISING UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
        HEREBY.

       

      7.    WAIVER
        OF JURY TRIAL

      


      DEBTOR
        HEREBY WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY
        OR
        INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE)
        IN ANY
        WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS AMENDMENT OR THE
        RELATIONSHIP ESTABLISHED HEREUNDER.

      


      [Signature
        page follows]

       

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

      


      


      IN
        WITNESS WHEREOF, the
        undersigned have executed this Amended and Restated Security Agreement as
        of the
        Effective Date.

      


      


      
        	
                "DEBTOR"

              	
                ADDRESS

              
	 	 
	
                VENDINGDATA
                  Corporation,

                a
                  Nevada Corporation

                 

                By:
                  James
                  E.Crabbe

                Its:
                  Chairman
                  of Board

              	
                6830
                  Spencer Street

                Las
                  Vegas, Nevada 89119 

                 

                Telephone:
                  702-733-7195

                Facsimile:
                  702-733-7197

              
	 	 
	
                "ADDITIONAL
                  SECURED PARTIES"

              	 
	 	 
	
                LC
                  CAPITAL MASTER FUND, LTD.

                 

                By:
                  R.
                  F. Conway

                Its:
                  Director

                 

                TRIAGE
                  CAPITAL MANAGEMENT, L.P.

                 

                By:
                  Leon
                  Frenkel

                Its:
                  Senior
                  Manager

                 

                TRIAGE
                  CAPITAL MANAGEMENT B, L.P.

                 

                By:
                  Leon
                  Frenkel

                Its:
                  Senior
                  Manager

                 

                TRIAGE
                  OFFSHORE FUND, LTD.

                 

                By:
                  Leon
                  Frenkel

                Its:
                  Senior
                  Manager

              	 
	 	 
	
                "COLLATERAL
                  AGENT"

              	 
	 	 
	
                PREMIER
                  TRUST, INC.,

                A
                  Nevada corporation

                 

                By:
                  Mark
                  Dreschler

                Its:
                  President

              	
                2700
                  West Sahara, Suite 300

                Las
                  Vegas, Nevada 89102

                 

                Telephone:
                  702-__________

                Facsimile:
                  702-507-0755

              
	 	 
	
                "SECURED
                  PARTIES"

              	 
	 	 
	
                PREMIER
                  TRUST, INC.,

                As
                  attorney-in-fact for the persons listed on Schedule
                  A attached
                  hereto

                 

                By:
                  Mark
                  Dreschler

                Its:
                  President

              	
                2700
                  West Sahara, Suite 300

                Las
                  Vegas, Nevada 89102

                 

                Telephone:
                  702-__________

                Facsimile:
                  702-507-0755

              


      


      
        
          
          

        

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