WAIVER AND AMENDMENT NO. 2 TO AMENDED AND RESTATED
               REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
               --------------------------------------------------


         This WAIVER AND AMENDMENT NO. 2 TO AMENDED AND RESTATED REVOLVING
CREDIT, TERM LOAN AND SECURITY AGREEMENT (the "Agreement"), dated as of March
31, 2002, is by and among KOALA CORPORATION, a Colorado corporation, as borrower
and debtor ("Borrower"), KEYBANK NATIONAL ASSOCIATION ("KeyBank"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as a Lender and in its
capacity as agent acting in the manner described in the Credit Agreement ("U.S.
Bank" or "Agent").

                                    RECITALS
                                    --------

         A.    Borrower,  U.S.  Bank and  KeyBank  are  parties to that  certain
Amended and Restated  Revolving Credit,  Term Loan and Security  Agreement dated
September  26,  2001,  as amended on August 6, 2001 and  November  13, 2001 (the
"Credit Agreement").


         B.    Borrower and the Lenders have agreed to enter into this Agreement
to amend the Credit  Agreement to waive certain  covenant  violations  and other
obligations of Borrower.


         C.    The  Lenders  are willing to waive  certain  covenant  violations
based on the covenants, terms and conditions set forth herein.

                                    AGREEMENT
                                    ---------

        1.      Definitions.

                  (a) Any capitalized terms used but not defined in this
Agreement shall have the meanings given to such terms in the Credit Agreement.

                  (b) The definition of "CONSOLIDATED LEVERAGE RATIO" in the
Credit Agreement is hereby deleted and replaced with the following definition:

<PAGE>
         "CONSOLIDATED LEVERAGE RATIO" means, as of the date of computation
         thereof, the ratio of (i) Debt to (ii) Consolidated EBITDA determined
         as follows: (a) for the quarter ended March 31, 2002, Consolidated
         EBITDA shall be calculated at the end of such quarter and annualized by
         multiplying such calculation by four, (b) for the quarter ending June
         30, 2002, Consolidated EBITDA shall be calculated at the end of such
         quarter, added to Consolidated EBITDA for the previous quarter and
         annualized by multiplying the resulting sum by two, (c) for the quarter
         ending September 30, 2002, Consolidated EBITDA shall be calculated at
         the end of such quarter, added to Consolidated EBITDA for the previous
         two quarters and annualized by multiplying the resulting sum by
         1.33333, (d) for all quarters ending on or after December 31, 2002,
         Consolidated EBITDA shall be determined on a trailing four-quarter
         basis.

                  (c) The definition of "FIXED CHARGES" in the Credit Agreement
is hereby deleted and replaced with the following definition:

         "FIXED CHARGES" means the sum of scheduled principal payments on Debt,
         cash interest on Debt and rent and operating lease expense of the
         Borrower determined as follows: (a) for the quarter ended March 31,
         2002, such items shall be calculated at the end of such quarter and
         annualized by multiplying Fixed Charges for the quarter by four, (b)
         for the quarter ending June 30, 2002, such items shall be calculated at
         the end of such quarter, added to the total Fixed Charges for the
         previous quarter and annualized by multiplying such sum by two, (c) for
         the quarter ending September 30, 2002, such items shall be calculated
         at the end of such quarter, added to total Fixed Charges for the
         previous two quarters and annualized by multiplying such amount by
         1.33333, (d) for all quarters ending on or after December 31, 2002,
         Fixed Charges shall be determined on a trailing four-quarter basis.

                  (d) The definition of "INTEREST COVERAGE" in the Credit
Agreement is hereby deleted and replaced with the following definition:

         "INTEREST COVERAGE" means (a) Consolidated EBITDA divided by (b) the
         Consolidated Interest Expense for Borrower determined as follows: (i)
         for the quarter ended March 31, 2002, Consolidated Interest Expense and
         Consolidated EBITDA shall be calculated at the end of such quarter and
         annualized by multiplying such items for the quarter by four, (ii) for
         the quarter ending June 30, 2002, Consolidated Interest Expense and
         Consolidated EBITDA shall be calculated at the end of such quarter,
         added to the total Consolidated Interest Expense and Consolidated
         EBITDA (as appropriate) for the previous quarter and annualized by
         multiplying such sums by two, (c) for the quarter ending September 30,
         2002, Consolidated Interest Expense and Consolidated EBITDA shall be
         calculated at the end of such quarter, added to the total Consolidated
         Interest Expense and Consolidated EBITDA (as appropriate) for the
         previous two quarters and annualized by multiplying such sums by
         1.33333, (d) for all quarters ending on or after December 31, 2002,
         Consolidated Interest Expense and Consolidated EBITDA shall be
         determined on a trailing four-quarter basis.

                  (e) The definition of "REVOLVING CREDIT MATURITY DATE" in the
Credit Agreement is hereby deleted and replaced with the following definition:


<PAGE>
         "REVOLVING CREDIT MATURITY DATE" means April 15, 2003.

                  (f) The definition of "UNALLOCATED CASH FLOW" in the Credit
Agreement is hereby deleted and replaced with the following definition:

         "UNALLOCATED CASH FLOW" means the sum of (a) Consolidated EBITDA, plus
         (b) rent and operating lease expense, less (c) cash dividends, less (d)
         cash taxes and less (e) unfinanced capital expenditures of the Borrower
         determined as follows: (i) for the quarter ended March 31, 2002, such
         items shall be calculated at the end of such quarter and annualized by
         multiplying unallocated cash flow for the quarter by four, (b) for the
         quarter ending June 30, 2002, such items shall be calculated at the end
         of such quarter, added to the unallocated cash flow for the previous
         quarter and annualized by multiplying such sum by two, (c) for the
         quarter ending September 30, 2002, such items shall be calculated at
         the end of such quarter, added to unallocated cash flow for the
         previous two quarters and annualized by multiplying such amount by
         1.33333, (d) for all quarters ending on or after December 31, 2002,
         unallocated cash flow shall be determined on a trailing four-quarter
         basis.

        2.      Waiver of Covenants. In consideration of the terms and
conditions  of this  Agreement,  for the quarter  ended  December 31, 2001,  the
Lenders hereby waive Borrower's  compliance with (a) the  Consolidated  Leverage
Ratio financial covenant set forth in Paragraph 9.12(a) of the Credit Agreement,
and (b) the Interest Coverage  financial covenant set forth in Paragraph 9.12(c)
of the Credit Agreement.  In addition, for the quarter ended March 31, 2002, the
Lenders  hereby  waive  Borrower's  compliance  with the  Minimum  Fixed  Charge
Coverage  financial  covenant  set  forth in  Paragraph  9.12(b)  of the  Credit
Agreement.

        3.      Waiver of Payments. In consideration of the terms and conditions
of this  Agreement,  for the months ended  February 28, 2002 and March 31, 2002,
the Lenders  hereby  waive the  requirement  set forth in Section  2.1(e) of the
Credit  Agreement  that  Borrower  repay  the  excess  of the  Revolving  Credit
Outstandings over the Borrowing Base.

        4.      Repayment of Term Loan.  Section 2.2(c) of the Credit Agreement
is hereby deleted and replaced with the following:

<PAGE>
                  Repayment. Borrower promises to pay to Lenders the outstanding
                  principal of the Term Loan as follows: (i) until the Term Loan
                  Maturity Date, (A) for the year 2002, quarterly payments in
                  the amount of $500,000, which payments shall be due and
                  payable on the last Business Day of each quarter with the
                  first such payment being due on March 31, 2002, (B) for the
                  year 2003 and thereafter, quarterly payments in the amount of
                  $1,000,000, which payments shall be due and payable on the
                  last Business Day of each quarter with the first such payment
                  being due on March 31, 2003, and (C) annual payments equal to
                  75% of Excess Cash Flow, which payments shall be due and
                  payable on April 30 for the immediately preceding Fiscal Year
                  beginning in Fiscal Year 2002, and (ii) in full upon the
                  earlier to occur of (A) termination of this Agreement, (B)
                  acceleration of the time for payment of the Indebtedness
                  pursuant to this Agreement or (C) on the Term Loan Maturity
                  Date. All payments of Excess Cash Flow shall be applied to
                  repayment of the Term Loan in reverse order of maturity.
                  Subject to the provisions of this Agreement, any amounts
                  outstanding under the Term Loan may be voluntarily prepaid in
                  the minimum amounts of $100,000 or such greater amount that is
                  an integral of $10,000. Borrower shall notify Lender by 1:00
                  p.m. on any Business Day of any prepayment of any portion of
                  the Term Loan. Except as otherwise agreed to in writing by the
                  Lenders, to the extent not used to repay amounts owed under
                  the Revolving Credit Facility, Borrower shall also be required
                  to use all Net Proceeds to repay the outstanding principal
                  and interest of the Term Loan, in reverse order of maturity,
                  up to the total amount of such Net Proceeds.

        5.      Amendment of Covenants. Borrower and Lenders hereby agree that
the  covenant  set forth in  Section  4(b) of  Amendment  No. 1 to  Amended  and
Restated  Revolving Credit,  Term Loan and Security Agreement dated November 13,
2001, related to Borrower raising $10,000,000 in additional  financing is hereby
deleted and replaced with the following:

                  On or before April 1, 2003, Borrower shall raise a minimum of
                  $10,000,000 through equity sales or other acceptable financing
                  approved by the Lenders, all of which proceeds must be used to
                  prepay the Term Note that evidences the Term Facility.
                  Notwithstanding the foregoing, Borrower shall use commercially
                  reasonable efforts to close successfully such transaction as
                  soon after the date of this Agreement as possible. Any
                  prepayment under this section shall be applied to the
                  outstanding balance of the Term Note in reverse order of
                  maturity.

        6.      Amendment of Financial Covenants.  Borrower hereby agrees to the
following amendments to the financial covenants of the Credit Agreement:

                  (a) Paragraph 9.12(a) of the Credit Agreement is hereby
deleted and replaced with the following:

         Maximum Consolidated Leverage Ratio.  The Consolidated Leverage Ratio
shall not exceed the following:


         Period                                    Consolidated Leverage Ratio
         ------                                    ---------------------------

         Quarter ending 3/31/2002                         10.50 : 1
         Quarter ending 6/30/2002                          6.10 : 1
         Quarter ending 9/30/2002                          5.00 : 1
         Quarter ending 12/31/2002 and thereafter          5.00 : 1
<PAGE>
                  (b) Paragraph 9.12(b) of the Credit Agreement is hereby
deleted and replaced with the following:

         Minimum Fixed Charge Coverage.  Borrower's Fixed Charge Coverage shall
at no time be less than the following:

         Period                                      Fixed Charge Coverage
         ------                                      ---------------------

         Quarter ending 3/31/2002                          1.00 : 1
         Quarter ending 6/30/2002                          1.00 : 1
         Quarter ending 9/30/2002                          1.00 : 1
         Quarter ending 12/31/2002 and thereafter          1.00 : 1

                  (c) Paragraph 9.12(c) of the Credit Agreement is hereby
deleted and replaced with the following:

         Minimum Interest Coverage.  Borrower's Interest Coverage shall at no
time be less than the following:

         Period                                       Interest Coverage
         ------                                       -----------------

         Quarter ending 3/31/2002                          1.30 : 1
         Quarter ending 6/30/2002                          2.15 : 1
         Quarter ending 9/30/2002                          2.70 : 1
         Quarter ending 12/31/2002 and thereafter          2.70 : 1

        7.      Waiver and Restructure Fee. Borrower shall pay to Agent for the
benefit of the  Lenders a waiver and  restructuring  fee as  follows:  a payment
shall  be made on the  last  Business  Day of each  month  for the  five  months
beginning  March 31, 2002, in an amount equal to 1/10 of 1% (0.10%) of the Total
Revolving Credit  Commitment and the total  outstanding  principal amount of the
Term Loan as of each payment date.  This waiver and  restructure  fee shall be a
"fee" covered by Section 4.2(f) of the Credit Agreement.



<PAGE>
        8.      Additional Principal Payments. In addition to all other payments
due to the  Lenders  by  Borrower  pursuant  to the  Credit  Agreement  or  this
Amendment, on or before April 15, 2003, Borrower agrees to pay to the Lenders an
additional  principal payment (the "Principal Make-Up Payment") on the Term Loan
in an amount to be determined as follows.  In the event Borrower's  Consolidated
EBITDA for its 2002 Fiscal Year is $12,000,000 or greater, the Principal Make-Up
Payment shall be $2,000,000. In the event Borrower's Consolidated EBITDA for its
2002 Fiscal Year is less than  $12,000,000,  the Principal Make-Up Payment shall
be an amount equal to (a) $2,000,000  less (b) $0.66  multiplied by ($12,000,000
less Borrower's  Consolidated  EBITDA). For example, if Borrower's  Consolidated
EBITDA  is  $10,000,000,   the  Principal  Make-Up  Payment  would  be  $680,000
($2,000,000 less $0.66 multiplied by ($12,000,000 less $10,000,000) = $2,000,000
less $1,320,000 = $680,000).  In calculating Borrower's Excess Cash Flow for its
2002 Fiscal Year, the Principal Make-Up Payment shall be an additional deduction
from  Consolidated  EBITDA.  The Principal  Make-Up  Payment shall be applied to
repayment of the Term Loan in reverse order of maturity.

        9.      Miscellaneous.

                  (a) Borrower agrees to pay on demand all costs and expenses of
the Agent in connection with the preparation, execution, delivery,
administration, modification, and amendment of this Agreement, the other
Transaction Documents, and the other documents to be delivered hereunder,
including, without limitation, the reasonable fees and expenses of counsel for
the Agent (including the cost of internal counsel) with respect thereto and with
respect to advising the Agent as to its rights and responsibilities under the
Transaction Documents. Borrower further agrees to pay on demand all costs and
expenses of the Agent and the other Lenders, if any (including, without
limitation, reasonable attorneys' fees and expenses and the cost of internal
counsel), in connection with the enforcement (whether through negotiations,
legal proceedings, or otherwise) of this Agreement or the Transaction Documents.

                  (b) The Lenders and Borrower, as used herein, shall include
the successors or assigns of those parties, except that Borrower shall not have
the right to assign its rights hereunder or any interest herein.

                  (c) No modification, rescission, waiver, release, or amendment
of any provision of this Agreement shall be made, except by a written agreement
signed by Borrower and the Required Lenders.

                  (d) This Agreement may be executed in any number of
counterparts, and by the Lenders and Borrower on separate counterparts, each of
which, when so executed and delivered, shall be an original, but all of which
shall together constitute one and the same Agreement.

                  (e) Article and Section headings used in this Agreement are
for convenience only and shall not affect the construction of this Agreement.

                  (f) The terms of this Agreement and the other Transaction
Documents shall be cumulative except to the extent that they are specifically
inconsistent with each other, in which case the terms of this Agreement shall
prevail.

                  (g) This Agreement, the Credit Agreement, and the other
Transaction Documents constitute the entire agreement and understanding between
the parties hereto with respect to the transactions contemplated hereby and
supersede all prior negotiations, understandings, and agreements between such
parties with respect to such transactions, including, without limitation, those
expressed in any commitment letter delivered by the Lenders to Borrower.
<PAGE>
                  (h) This Agreement, and the transactions evidenced hereby,
shall be governed by, and construed under, the internal laws of the State of
Colorado, without regard to principles of conflicts of law, as the same may from
time to time be in effect, including, without limitation, the Uniform Commercial
Code as in effect in the state.

                  (i) Borrower and the Lenders agree that any action or
proceeding to enforce, or arising out of, the Transaction Documents may be
commenced in any state or federal court of competent jurisdiction in the State
of Colorado, and Borrower and Lenders waive personal service of process and
agree that a summons and complaint commencing an action or proceeding in any
such court shall be properly served and shall confer personal jurisdiction if
served by registered or certified mail to Borrower or the Lenders, as
appropriate, or as otherwise provided by the laws of the State or the United
States.

                  (j) Borrower and the Lenders hereby knowingly, voluntarily,
and intentionally waive any right to trial by jury borrower or lenders may have
in any action or proceeding, in law or in equity, in connection with the
Transaction Documents or the transactions related thereto. Borrower represents
and warrants that no representative or agent of the Lenders has represented,
expressly or otherwise, that the Lenders will not, in the event of litigation,
seek to enforce this right to jury trial waiver. Borrower acknowledges that the
Lenders have been induced to enter into this Agreement by, among other things,
the provisions of this paragraph.

                  (k) Oral agreements or commitments to loan money, extend
credit or to forbear from enforcing repayment of a debt, including promises to
extend or renew such debt, are not enforceable. To protect you (Borrower) and us
(Lenders) from misunderstanding or disappointment, any agreements we reach
covering such matters are contained in this Agreement and the Transaction
Documents, which are the complete and exclusive statement of the agreement
between us, except as we may later agree in writing to modify it.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                          BORROWER:

                          KOALA CORPORATION


                          By: /s/ Jeffrey L. Vigil
                              ---------------------------------------------
                          Name:   Jeffrey L. Vigil
                          Title:  Vice President Finance and Administration

                          Address:
                          11600 East 53rd Avenue, Unit D
                          Denver, CO 80239
                          Attn: Mark A. Betker, President and CEO
                          Phone: (303) 770-3934
                          Facsimile: (303) 574-9000


<PAGE>
                          LENDERS:

                          U.S. BANK NATIONAL ASSOCIATION


                          By: /s/ Richard J. Mikos
                             ----------------------------------------------
                          Name:   Richard J. Mikos
                          Title:  Vice President

                          Address:
                          601 Second Avenue South
                          Minneapolis, MN 55402-4302
                          Attention: Richard J. Mikos, Vice President
                          Phone: (612) 973-2134
                          Facsimile: (612) 973-2148

                          KEYBANK NATIONAL ASSOCIATION



                          By: /s/ Jeanette Ganousis
                             ----------------------------------------------
                          Name:   Jeanette Ganousis
                          Title:  Senior Vice President

                          Address:
                          1675 Broadway, Suite 500
                          Denver, CO 80202
                          Attn: Jeanette Ganousis
                          Phone:   (720) 904-4542
                          Fax:     (720) 904-4515