REPURCHASE AGREEMENT

This Repurchase Agreement (this “Agreement”) is made and entered into as of April 8 2005, by and between VendingData Corporation, a Nevada corporation (the “Company”), Triage Capital Management LP, a Delaware limited partnership (“Triage Capital”), Triage Capital Management B LP, a Delaware limited partnership (“Triage Capital B”), Triage Offshore Fund Ltd., a Cayman Islands exempt company (“Triage Offshore”), Periscope Partners LP, a Delaware limited Partnership (“Periscope”), and Leonid Frenkel, an individual (“Frenkel” and, together with Triage Capital, Triage Capital B, Triage Offshore and Periscope, the “Triage Parties”).

Whereas, the parties to this Agreement (the “Parties”) desire to enter into this Agreement for the purposes of having the Company repurchase any and all shares of the Company’s common stock, $.001 par value (“Common Stock”), owned by the Triage Parties in exchange for a warrant from the Company (the “Repurchase Transaction”);

Now Therefore, in consideration of the mutual covenants, promises, representations, understandings and agreements hereinafter set forth, the Parties hereto agree 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:

1.1.    Purchase . In exchange for the repurchase of an aggregate of Four Hundred Forty-Eight Thousand Fifty-Three (448,053) shares of Common Stock held by the Triage Parties as follows, the Company shall issue to each Triage Party a warrant to purchase an equal number of shares of Common Stock with an exercise price of $.01 per underlying share:

1.1.1.    44,444 shares held by Triage Capital;

1.1.2.    41,400 shares held by Triage Capital;

1.1.3.    20,800 shares held by Triage Capital B;

1.1.4.    88,888 shares held by Triage Capital B;

1.1.5.    94,800 shares held by Triage Offshore;

1.1.6.    122,221 shares held by Triage Offshore;

1.1.7.    10,000 shares Periscope; and

1.1.8.    25,500 shares held by Frenkel.

1.2.    Effective Date; Delivery Obligations . The effective date for the Repurchase Transaction shall be Friday, April 8, 2005. Each party hereby agrees to deliver the following as part of the Repurchase Transaction:

1.2.1.    Delivery Obligations of the Triage Parties.

1.2.1.1.    Stock certificate issued to Triage Capital for 44,444 shares of common stock;

1.2.1.2.    Stock certificate issued to Triage Capital B for 88,888 shares of common stock;

1.2.1.3.    Stock certificate issued to Triage Offshore for 122,221 shares of common stock;

1.2.1.4.    An irrevocable stock or bond power for the Repurchased Shares in form and substance reasonably acceptable to the Company and its counsel consistent with Section 1.3.1; and

1.2.1.5.    Such other and further documents and instruments that may be reasonably required by the Company to complete and facilitate the rescission in accordance with this Agreement

1.2.2.    Delivery Obligations of the Company.

1.2.2.1.    Warrant issued in the name of Triage Capital for 85,844 shares of Common Stock;

1.2.2.2.    Warrant issued in the name of Triage Capital B for 109,688 shares of Common Stock;

1.2.2.3.    Warrant issued in the name of Triage Offshore for 217,021 shares of Common Stock;

1.2.2.4.    Warrant issued in the name of Periscope for 10,000 shares of Common Stock; and

1.2.2.5.    Warrant issued in the name of Frenkel for 25,500 shares of Common Stock.

1.3.    Treasury Shares . Upon the closing of the Repurchase Transaction, the Company shall hold the Repurchased Shares as treasury shares to be re-issued to the Triage Parties, when and if the Warrants are exercised by the Triage Parties.

1.4.    Form of Warrant . The warrants to be issued by the Company pursuant to this Agreement shall be in the form attached hereto as Exhibit A and, as provided in the form of warrant, shall may not be exercisable until after April 8, 2006 and until the Triage Parties or their respective affiliated parties are in compliance with the registration requirements of the Investment Advisor Act of 1940, as amended; provided, however, subject to certain limitations related to voting rights, the Triage Parties may be permitted to exercise the warrants at any time upon a “change of control” involving the Company, as defined in the form of warrant.

2.1.    General Representations and Warranties . In order to induce the other party to enter into this Agreement, each Party to this Agreement represents and warrants to the other party the following:

2.1.1.    Authorization; Binding Effect. Each party has all of the requisite power and authority to execute and deliver this Agreement, to the extent applicable, and carry out and perform its obligations under the terms of this Agreement, if any. To the extent applicable, this Agreement has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation of each party, enforceable in accordance with its terms. The undersigned representative of each party, to the extent applicable, is the duly authorized representative of such party and has all necessary powers and authority to enter into this Agreement on behalf of such party.

2.1.2.    No Violation. Neither the execution and delivery of this Agreement, nor the fulfillment of or compliance with the terms and provisions of this Agreement, will conflict with, or result in a breach or violation of any of the terms, conditions or provisions of, or constitute a default under, any governing document, contract, agreement, mortgage, indenture, lease, instrument, order, judgment, statute, law, rule or regulation to which each party or any of its assets is subject, or result in the creation of any security interest, mortgage, pledge, lien, claim, charge or encumbrance on any properties of such party.

2.1.3.    No Consent. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or any non-governmental third party is required by, or with respect to, each party in connection with the execution and delivery of this Agreement by such party, the performance by such party of its obligations hereunder or the consummation by such party of the transactions contemplated by this Agreement.

2.1.4.    No Litigation. There is no action, arbitration, suit, proceeding or investigation pending, or to the knowledge of each party, threatened against such party that would have a material adverse effect on this Agreement or the ability of such party to perform its obligations under this Agreement, to the extent applicable.

2.1.5.    No Representations Untrue. No representation or warranty made by each party in