FORM OF INTERCREDITOR AGREEMENT

Exhibit 10.3

FORM OF

INTERCREDITOR AGREEMENT

                 THIS INTERCREDITOR AGREEMENT (this “Agreement”) is made and entered into as of the _____ day of March 2005 (the “Effective Date”), by and between VendingData Corporation, a Nevada corporation (the “Company”), Premier Trust, Inc., a Nevada corporation (the “Collateral Agent”), and the persons listed on Schedule A hereto (“Note Holders”).

                 WHEREAS, the Company conducted a private placement of 10% Senior Secured Convertible Notes due February 2008 in the aggregate amount of up to Ten Million Dollars ($10,000,000) (the “February Notes”), exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”);

                 WHEREAS, the Company entered into subscription agreements (the “February Subscription Agreements”), promissory notes (the “February Promissory Notes”), exchange agreements (the “Exchange Agreements”), a security agreement (the “Security Agreement”) and a collateral agent agreement (the “Collateral Agent Agreement” and together with the February Subscription Agreements, the February Promissory Notes, the Exchange Agreements, the Security Agreements and the Collateral Agent Agreement, the “February Transaction Documents”) with the holders of the February Notes (the “February Note Holders”) through which the Company granted a first priority security interest in the Collateral (as defined in the Security Agreement) to the February Note Holders;

                 WHEREAS, through the Collateral Agent Agreement, the February Note Holders appointed the Collateral Agent to act as their collateral agent and to take any action as their attorney-in-fact for the purpose of carrying out the provisions of the Collateral Agent Agreement including, without limitation, taking any action on behalf of, or at the instruction of, the Majority in Interest (as defined in the Collateral Agent Agreement) at the written direction of the Majority in Interest and executing any consent authorized pursuant to the Collateral Agent Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable (and lawful) to accomplish the purposes hereof;

                 WHEREAS, the Company proposes to conduct a private placement of 10% Senior Secured Convertible Notes due March 2008 in the aggregate amount of up to Two Million Dollars ($2,000,000) (the “March Notes” and, together with the February Notes, the “Notes”), exempt from the registration requirements of the Securities Act and through separate subscription agreements (the “March Subscription Agreements”) and promissory notes (the “March Promissory Notes” and, together with the March Subscription Agreements, the “March Transaction Documents”);

                 WHEREAS, the Company proposes to issue the March Notes on a pari passu basis as the February Notes and to add the holders of the March Notes (the “March Note Holders” and, together with the February Note Holders, the “Note Holders”) as parties to the Security Agreement and the Collateral Agent Agreement;

                 WHEREAS, the Company, the Collateral Agent, the February Note Holders and the March Note Holders desire to enter into this Agreement for the purposes of, among other things, providing the Company with the authority to place the March Notes on a pari passu basis as the February Notes and amended and restating the Security Agreement and the Collateral Agent Agreement;

                 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.              Consent

                 1.1.             Consent to Issuance. As required by Section 5.9 of the February Subscription Agreement, the February Note Holders hereby consent to the issuance by the Company of the March Notes and through such consent hereby agree that:

                 1.2.             Amendment and Restatement of Security Agreement. The Company and the February Note Holders hereby consent and agree to the amendment and restatement of the Security Agreement to provide for: (1) the grant to the March Note Holders a first priority security interest in the Collateral (as defined in the Security Agreement) on a pari passu basis with the February Note Holders; and (2) the grant to the Collateral Agent the power of attorney to execute an Amended and Restated Security Agreement on their behalf.

                 1.3.             Amendment and Restatement of Collateral Agreement. As part of the Amended and Restated Security Agreement, the Company and the February Note Holders hereby consent and agree to the amendment and restatement of the Collateral Agreement to provide for: (1) the ability of the Collateral Agent to act on behalf of both the February Note Holders and the March Note Holders as a group and to take actions on behalf of the holders holding a majority of the outstanding principal on the Notes; and (2) the grant to the Collateral Agent the power of attorney to execute an Amended and Restated Collateral Agreement on their behalf.

                 1.4.             Power of Attorney. Each undersigned Note Holder hereby irrevocably constitutes and appoints the Collateral Agent as its true and lawful attorney-in-fact, with full power and authority for the undersigned, and in the undersigned’s name, place and stead, to:

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2.              REPRESENTATIONS, WARRANTIES AND CONVENANTS

                 The Company and the Note Holders represent and warrant to each other as follows as of the date hereof:

                 2.1.             Authorization. Each party has full power and authority to enter into this Agreement. This Agreement constitutes valid and legally binding obligations of each party to this Agreement, enforceable in accordance with the terms herein, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally, the enforcement of creditor’s rights and remedies or by other equitable principles of general application.

                 2.2.             Compliance. The Company and the Note Holders have complied with and are in good standing under the relevant February Transaction Documents an