X0202 4 2005-02-16 0001004673 VENDINGDATA CORP VNX 0001088037 JAMES E CRABBE REVOCABLE TRUST 6830 SPENCER STREET LAS VEGAS, NV 89119 1 0 1 0 Common Stock 2995732 I See Note Common Stock 4574066 D 9.5% CONVERTIBLE NOTE 13.00 2004-02-13 4 H 0 57693 0 A 1999-09-01 Common Stock 57693 0 I See Note 9.5% CONVERTIBLE NOTE 13.00 2004-02-13 4 H 0 30770 0 A 1999-09-23 Common Stock 30770 0 I See Note OPTION/RIGHT TO BUY 13.00 2001-01-15 Common Stock 200 200 D OPTION/RIGHT TO BUY 13.00 2001-07-02 Common Stock 200 200 D OPTION/RIGHT TO BUY 1.75 2001-07-02 Common Stock 200 200 D OPTION/RIGHT TO BUY 2.50 2004-03-10 Common Stock 50000 50000 D OPTION/RIGHT TO BUY 5.95 2005-04-06 Common Stock 10000 10000 D OPTION/RIGHT TO BUY 2.20 2005-07-02 Common Stock 10000 10000 D Nature of beneficial ownership: James E. Crabbe, Individually = 4,574,066 shares; James E. Crabbe, as Trustee of the James E. Crabbe Revocable Trust (the "Trust") = 2,460,407; Phileo Foundation, a charitable foundation of which Mr. Crabbe is a trustee and president = 205,875; Holder of voting power for: Richard S. Huson GST Exempt Trust U/T/A dated 9/4/98 = 19,424 shares; Richard S. Huson Marital Trust U/T/A dated 9/4/98 = 309,068 shares; Yvonne M. Huson, Individually = 958 shares; TOTAL = 7,569,798 shares. On February 19, 1999, the Trust entered into a Subscription Agreement pursuant to which the Company issued a 9.5% Convertible Note (the "February Note"). On February 13, 2004, the Company paid the February Note in full, which resulted in the cancellation of the underlying convertible securities. The Trust had the ability to convert the February Note until the February Note was paid in full. Price does not apply. On March 23, 1999, the Trust entered into a Subscription Agreement pursuant to which the Company issued a 9.5% Convertible Note (the "March Note"). On February 13, 2004, the Company paid the March Note in full, which resulted in the cancellation of the underlying convertible securities. The Trust had the ability to convert the March Note until the March Note was paid in full. As previously reported, on July 14, 2000, the Company granted Mr. Crabbe an option pursuant to its 1999 Directors' Stock Option Plan (the "Plan") to purchase shares of the Company's Common Stock. The option is fully vested and exercisable and expires on the later of January 14, 2011 or three months after Mr. Crabbe ceases to serve as a director of the Company. In December, 2003, Mr. Crabbe entered into a Promotional Shares Lock-In Agreement (the "Agreement"), which restricts his ability to transfer or dispose of these options. On December 9, 2003, and in consideration of Mr. Crabbe's willingness to enter into the Agreement, the Company's Board of Directors determined that the expiration date of these options will be extended by one month for each month that these options are subject to the Agreement. When the Agreement was terminated in June 2004, the expiration date of these options was extended 6 months. As previously reported, on January 1, 2001, the Company granted Mr. Crabbe an option pursuant to the Plan to purchase shares of Common Stock. The option is fully vested and exercisable and expires on the later of July 1, 2011 or three months after Mr. Crabbe ceases to serve as a director of the Company. In consideration of the Agreement, and pursuant to the December 9, 2003, action of the Board of Directors, the expiration date of these options will be extended by one month for each month that these options are subject to the Agreement. When the Agreement was terminated in June 2004, the expiration date of these options was extended 6 months. As previously reported, on January 1, 2002, and pursuant to the Plan, the Company granted to Mr. Crabbe an option to purchase shares of Common Stock. The option expires on the later of July 1, 2012 or three months after Mr. Crabbe ceases to serve as a director of the Company. In consideration of the Agreement, and pursuant to the December 9, 2003, action of the Board of Directors, the expiration date of these options will be extended by one month for each month that these options are subject to the Agreement. When the Agreement was terminated in June 2004, the expiration date of these options was extended 6 months. As previously reported, on September 9, 2003, and pursuant to the Plan, the Company granted to Mr. Crabbe an option to purchase shares of Common Stock. Pursuant to the Plan, the Company granted the option to Mr. Crabbe in consideration of his services as a member of the Company's Board of Directors. These options expire on March 9, 2009. In consideration of the Agreement, and pursuant to the December 9, 2003, action of the Board of Directors, the expiration date of these options will be extended by one month for each month that these options are subject to the Agreement. When the Agreement was terminated in June 2004, the expiration date of these options was extended 6 months. On February 16, 2005, and pursuant to the Plan, the Company issued to Mr. Crabbe an option to purchase shares of Common Stock as of the grant date of January 1, 2004 in consideration of his services as a member of the Company's Board of Directors in calendar year 2003. Pursuant to the Plan, these options expire the later of January 1, 2014, or three months after Mr. Crabbe ceases to serve as a member of the Board. On February 16, 2005, and pursuant to the Plan, the Company issued to Mr. Crabbe an option to purchase shares of Common Stock as of the grant date of January 1, 2005 in consideration of his services as a member of the Company's Board of Directors in calendar year 2004. Pursuant to the Plan, these options expire the later of January 1, 2015, or three months after Mr. Crabbe ceases to serve as a member of the Board. /s/ James E. Crabbe 2005-02-16