<PAGE>
                                                                   EXHIBIT 10.73

                    SUBORDINATION AND INTERCREDITOR AGREEMENT

      THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this "Agreement") is
entered into as of this April 15, 2003, by and among AUDAX MEZZANINE FUND, L.P.,
a Delaware limited partnership ("Audax"), AUDAX TRUST CO-INVEST, L.P., a
Delaware limited partnership ("Audax Trust"), AUDAX CO-INVEST, L.P., a Delaware
limited partnership ("Audax Co-Invest"), AFF CO-INVEST, L.P., a Delaware limited
partnership ("AFF") and THE ROYAL BANK OF SCOTLAND PLC, NEW YORK BRANCH ("RBS")
(collectively "Subordinated Creditors"), AMERICAN COIN MERCHANDISING, INC., a
Delaware corporation (the "Company"), ACMI HOLDINGS, INC., a Delaware
corporation ("Holdings") and MADISON CAPITAL FUNDING LLC, a Delaware limited
liability company, as Agent (the "Agent") for all Senior Lenders party to the
Senior Credit Agreement described below.

                                 R E C I T A L S

      A. The Company, Agent and Senior Lenders (as hereinafter defined) have
entered into an Amended and Restated Credit Agreement of even date herewith (as
the same may be amended, supplemented or otherwise modified from time to time,
the "Senior Credit Agreement") pursuant to which, among other things, Senior
Lenders have agreed, subject to the terms and conditions set forth in the Senior
Credit Agreement, to make certain loans and financial accommodations to the
Company. Pursuant to a certain Guarantee and Collateral Agreement dated as of
February 11, 2002 (as the same has heretofore been and may now or hereafter be
amended, supplemented or otherwise modified from time to time, the "Senior
Guarantee"), Holdings has guaranteed payment and performance of the Company's
obligations to Agent and Senior Lenders under the Senior Credit Agreement. All
of the Company's obligations to Agent and Senior Lenders under the Senior Credit
Agreement and the other Senior Debt Documents (as hereinafter defined) are
secured by liens on and security interests in substantially all of the now
existing and hereafter acquired real and personal property of the Company and
certain real and personal property of the other Credit Parties (as hereinafter
defined) (collectively, the "Collateral").

      B. The Company and Subordinated Creditors have entered into a Purchase
Agreement of even date herewith (as the same may be amended, supplemented or
otherwise modified from time to time as permitted hereunder, the "Subordinated
Purchase Agreement") pursuant to which the Company is issuing its 17% Senior
Subordinated Notes due 2009 of even date herewith in the aggregate principal
amount of $6,500,000 (as any of the same may be amended, supplemented or
otherwise modified from time to time as permitted hereunder, the "Subordinated
Notes"). In addition, from time to time pursuant to the terms of the
Subordinated Notes, the Company may issue to Subordinated Creditors additional
notes in respect of interest accrued and unpaid in respect of the Subordinated
Notes, each in a form substantially similar to the form of the Subordinated
Notes (collectively, the "Subordinated PIK Notes"). Holdings has executed and
delivered to Subordinated Creditors a guarantee of even date herewith (as the
same may be amended, supplemented or otherwise modified from time to time as
permitted hereunder, the "Subordinated Guarantee"), pursuant to which Holdings
has guaranteed payment and performance of the Company's obligations to each
<PAGE>
Subordinated Creditor under the Purchase Agreement and the applicable
Subordinated Note and the applicable Subordinated PIK Notes.

      C. As an inducement to and as one of the conditions precedent to the
agreement of Agent and Senior Lenders to consummate the transactions
contemplated by the Senior Credit Agreement, Agent and Senior Lenders have
required the execution and delivery of this Agreement by Subordinated Creditors,
the Company and Holdings in order to set forth the relative rights and
priorities of Agent, Senior Lenders and Subordinated Creditors under the Senior
Debt Documents and the Subordinated Debt Documents (as hereinafter defined).

      NOW, THEREFORE, in order to induce Agent and Senior Lenders to consummate
the transactions contemplated by the Senior Credit Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto hereby agree as follows:

1. DEFINITIONS. The following terms shall have the following meanings in this
Agreement:

            "AGENT" shall mean Madison Capital Funding LLC, as Agent for the
      Senior Lenders, or any other Person appointed by the Senior Lenders as
      administrative agent for purposes of the Senior Debt Documents and this
      Agreement.

            "BANKRUPTCY CODE" shall mean Chapter 11 of Title 11 of the United
      States Code, as amended from time to time and any successor statute and
      all rules and regulations promulgated thereunder.

            "CREDIT PARTIES" means, collectively, the Company, Holdings and each
      other Person that executes and delivers any guaranty or similar agreement
      pursuant to the Madison Loan Documents or the Subordinated Debt Documents,
      or is otherwise liable for any of the Senior Debt or the Subordinated Debt
      or any of whose property is pledged as security for the Senior Debt or the
      Subordinated Debt, and their respective successors and assigns.

            "DISTRIBUTION" means, with respect to any indebtedness, (a) any
      payment or distribution by any Person of cash, securities or other
      property, by set-off or otherwise, on account of such indebtedness or
      obligation, (b) any redemption, purchase or other acquisition of such
      indebtedness or obligation by any Person, including without limitation,
      upon the exercise of any rights with respect of such indebtedness or
      obligation or (c) the granting of any lien or security interest to or for
      the benefit of the holders of such indebtedness or obligation in or upon
      any property of any Person.

            "ENFORCEMENT ACTION" shall mean (a) to take from or for the account
      of the any Credit Party, by set-off or in any other manner, the whole or
      any part of any moneys which may now or hereafter be owing by any Credit
      Party with respect to the Subordinated Debt, (b) to sue for payment of, or
      to initiate or participate with others


                                      -2-
<PAGE>
      in any suit, action or proceeding against any Credit Party to (i) enforce
      payment of or to collect the whole or any part of the Subordinated Debt or
      (ii) commence judicial enforcement of any of the rights and remedies under
      the Subordinated Debt Documents or applicable law with respect to the
      Subordinated Debt, (c) to accelerate the Subordinated Debt, (d) to
      exercise any put option or to cause any Credit Party to honor any
      redemption or mandatory prepayment obligation under any Subordinated Debt
      Document or (e) take any action under the provisions of any state or
      federal law, including, without limitation, the Uniform Commercial Code,
      or under any contract or agreement, to enforce, foreclose upon, take
      possession of or sell any property or assets of any Credit Party.

            "MADISON LOAN DOCUMENTS" shall mean the Senior Credit Agreement, the
      Senior Guarantee, and all other agreements, documents and instruments
      executed from time to time in connection therewith, as the same have
      heretofore been or hereafter may be amended, supplemented or otherwise
      modified from time to time.

            "PERMITTED REFINANCING" shall mean any refinancing of the Senior
      Debt under the Madison Loan Documents provided that the financing
      documentation entered into by the Credit Parties in connection with such
      Permitted Refinancing constitute Permitted Refinancing Senior Debt
      Documents.

            "PERMITTED REFINANCING SENIOR DEBT DOCUMENTS" shall mean any
      financing documentation which replaces the Madison Loan Documents and
      pursuant to which the Senior Debt under the Madison Loan Documents is
      refinanced, as such financing documentation may be amended, supplemented
      or otherwise modified from time to time in compliance with this Agreement,
      but specifically excluding any such financing documentation to the extent
      that it contains, either initially or by amendment or other modification,
      any material terms, conditions, covenants or defaults other than those
      which (a) then exist in the Madison Loan Documents or (b) could be
      included in the Madison Loan Documents by an amendment or other
      modification that would not be prohibited by the terms of this Agreement.

            "PERMITTED SUBORDINATED DEBT PAYMENTS" means, collectively (i)
      payments of Subordinated Debt Costs and Expenses, (ii) payments of
      regularly scheduled payments of cash interest on the Subordinated Debt,
      due and payable on a non-accelerated basis on the 22nd day of each
      February, May, August and November commencing on May 22, 2003, at a rate
      equal to 13% per annum and (iii) in-kind interest on the Subordinated Debt
      to the extent the interest rate applicable to the Subordinated Debt
      exceeds 13% per annum (including without limitation interest charged at a
      default date of an additional 2% during the existence of a Subordinated
      Debt Default), payable solely by the issuance of Subordinated PIK Notes at
      the times and in the amounts specified in the Subordinated Notes as in
      effect on the date hereof, in each case in accordance with the terms of
      the Subordinated Debt Documents as in effect on the date hereof or as
      modified in accordance with the terms of this Agreement.


                                      -3-
<PAGE>
            "PERSON" means any natural person, corporation, general or limited
      partnership, limited liability company, firm, trust, association,
      government, governmental agency or other entity, whether acting in an
      individual, fiduciary or other capacity.

            "PROCEEDING" shall mean any voluntary or involuntary insolvency,
      bankruptcy, receivership, custodianship, liquidation, dissolution,
      reorganization, assignment for the benefit of creditors, appointment of a
      custodian, receiver, trustee or other officer with similar powers or any
      other proceeding for the liquidation, dissolution or other winding up of a
      Person.

            "REORGANIZATION SUBORDINATED SECURITIES" shall mean any debt or
      equity securities of Holdings, the Company or any other Person that are
      distributed to any Subordinated Creditor in respect of the Subordinated
      Debt pursuant to a confirmed plan of reorganization or adjustment and that
      (a) are subordinated in right of payment to the Senior Debt (or any debt
      or equity securities issued in substitution of all or any portion of the
      Senior Debt) to at least the same extent as the Subordinated Debt is
      subordinated to the Senior Debt, (b) do not have the benefit of any
      obligation of any Person (whether as issuer, guarantor or otherwise)
      unless the Senior Debt has at least the same benefit of the obligation of
      such Person and (c) do not have any terms, and are not subject to or
      entitled to the benefit of any agreement or instrument that has terms,
      that are more burdensome to the issuer of or other obligor on such debt or
      equity securities than are the terms of the Senior Debt.

            "SENIOR COVENANT DEFAULT" shall mean any "Event of Default" under
      the Senior Debt Documents (other than a Senior Payment Default), or any
      condition or event that, after notice or lapse of time or both, would
      constitute such an Event of Default (other than a Senior Payment Default)
      if that condition or event were not cured or removed within any applicable
      grace or cure period set forth therein.

            "SENIOR DEBT" shall mean all obligations, liabilities and
      indebtedness of every nature of the Credit Parties from time to time owed
      to Agent or any Senior Lender under the Senior Debt Documents, including,
      without limitation, the principal amount of all debts, claims and
      indebtedness, accrued and unpaid interest and all fees, costs and
      expenses, whether primary, secondary, direct, contingent, fixed or
      otherwise, heretofore, now and from time to time hereafter owing, due or
      payable, whether before or after the filing of a Proceeding under the
      Bankruptcy Code together with (a) any amendments, modifications, renewals
      or extensions thereof to the extent not prohibited by the terms of this
      Agreement and (b) any interest accruing thereon after the commencement of
      a Proceeding, without regard to whether or not such interest is an allowed
      claim; provided, however, that in no event shall the principal amount of
      the Senior Debt exceed the sum of (i) the principal amount of the loans
      and any unfunded loan commitments under the Senior Credit Agreement as in
      effect on the date hereof reduced by the amount of any repayments and
      commitment reductions under the Senior Credit Agreement to the extent that
      such payments and reductions may not be reborrowed (specifically
      excluding, however, any such repayments and


                                      -4-
<PAGE>
      commitment reductions occurring in connection with any Permitted
      Refinancing), plus (ii) $8,200,000 reduced by the amounts of any
      repayments and commitment reductions of such amount under the Senior
      Credit Agreement to the extent that such payments and reductions may not
      be reborrowed (specifically excluding, however, any such repayments and
      commitment reductions occurring in connection with any Permitted
      Refinancing). Senior Debt shall be considered to be outstanding whenever
      any loan commitment under the Senior Debt Document is outstanding.

            "SENIOR DEBT DOCUMENTS" shall mean the Madison Loan Documents and,
      after the consummation of any Permitted Refinancing, the Permitted
      Refinancing Senior Debt Documents.

            "SENIOR DEFAULT" shall mean any Senior Payment Default or Senior
      Covenant Default.

            "SENIOR DEFAULT NOTICE" shall mean a written notice from Agent to
      Subordinated Creditors pursuant to which Subordinated Creditors are
      notified of the occurrence of a Senior Default, which notice incorporates
      a reasonably detailed description of such Senior Default.

            "SENIOR LENDERS" shall mean the holders of the Senior Debt.

            "SENIOR PAYMENT DEFAULT" shall mean any "Event of Default" under the
      Senior Debt Documents resulting from the failure of the Credit Parties to
      pay, on a timely basis, any principal, interest, fees or other obligations
      under the Senior Debt Documents including, without limitation, any default
      in payment of Senior Debt after acceleration thereof, or any condition or
      event that, after notice or lapse of time or both, would constitute such
      an Event of Default if that condition or event were not cured or removed
      within any applicable grace or cure period set forth therein.

            "SPECIAL PERMITTED SUBORDINATED DEBT PAYMENTS" means, collectively,
      (i) a single payment of principal of the Subordinated Debt on May 22, 2008
      in an aggregate amount of up to $500,000, by way of redemption of
      Subordinated Notes and/or Subordinated PIK Notes and (ii) quarterly
      payments of principal of the Subordinated Debt on the 22nd day of each
      August, November, February and May commencing on August 22, 2008, each in
      an amount equal to the sum of 4% per annum of the outstanding amount of
      the Subordinated Debt during the period since the last such principal
      payment was made (and in the case of the payment due August 22, 2008,
      during the period since May 22, 2008) (such resulting amount being
      referred to as the "Base Amount"), plus up to 40% of the Base Amount, by
      way of redemption of Subordinated Notes and/or Subordinated PIK Notes.

            "STANDSTILL PERIOD" shall mean a period commencing on the date of
      delivery of a Subordinated Debt Default Notice to Agent and ending on the
      earliest to occur of (a) 180 days thereafter, if such Subordinated Debt
      Default Notice is delivered during the period commencing with the date
      hereof through and including the second


                                      -5-
<PAGE>
      anniversary hereof, (b) 120 days thereafter, if such Subordinated Debt
      Default Notice is delivered after the second anniversary hereof and (c)
      and date upon which the Subordinated Debt Default that was the subject of
      the Subordinated Debt Default Notice is cured or waived.

            "SUBORDINATED DEBT" shall mean all of the obligations of the Credit
      Parties to each Subordinated Creditor evidenced by or incurred pursuant to
      the Subordinated Debt Documents.

            "SUBORDINATED DEBT COSTS AND EXPENSES" means reasonable
      out-of-pocket costs and expenses payable by the Company to each
      Subordinated Creditor pursuant to the terms of the Subordinated Debt
      Documents as in effect on the date of this Agreement or as modified in
      accordance with the terms of this Agreement.

            "SUBORDINATED DEBT DOCUMENTS" shall mean the Subordinated Notes, the
      Subordinated PIK Notes, the Purchase Agreement, the Subordinated
      Guarantee, any other guaranty with respect to the Subordinated Debt and
      all other documents, agreements and instruments now existing or
      hereinafter entered into evidencing or pertaining to all or any portion of
      the Subordinated Debt.

            "SUBORDINATED DEBT DEFAULT" shall mean a default in the payment of
      the Subordinated Debt or in the performance of any term, covenant or
      condition contained in the Subordinated Debt Documents or any other
      occurrence permitting any Subordinated Creditor to accelerate the payment
      of, put or cause the redemption of all or any portion of the Subordinated
      Debt or any Subordinated Debt Document.

            "SUBORDINATED DEBT DEFAULT NOTICE" shall mean a written notice from
      any Subordinated Creditor or the Company to Agent pursuant to which Agent
      is notified of the occurrence of a Subordinated Debt Default, which notice
      incorporates a reasonably detailed description of such Subordinated Debt
      Default.

2.    SUBORDINATION.

      2.1. SUBORDINATION OF SUBORDINATED DEBT TO SENIOR DEBT. Each of the
Company and Holdings covenants and agrees, and each Subordinated Creditor by its
acceptance of the Subordinated Debt Documents (whether upon original issue or
upon transfer or assignment) likewise covenants and agrees, notwithstanding
anything to the contrary contained in any of the Subordinated Debt Documents,
that the payment of any and all of the Subordinated Debt shall be subordinate
and subject in right and time of payment, to the extent and in the manner
hereinafter set forth, to the prior payment in full in cash (or another form
acceptable to the Senior Lenders) of all Senior Debt. Each holder of Senior
Debt, whether now outstanding or hereafter created, incurred, assumed or
guaranteed, shall be deemed to have acquired Senior Debt in reliance upon the
provisions contained in this Agreement.


                                      -6-
<PAGE>
      2.2. LIQUIDATION, DISSOLUTION, BANKRUPTCY. In the event of any Proceeding
involving any Credit Party:

            (a) All Senior Debt shall first be paid in full in cash (or another
      form acceptable to the Senior Lenders) and all commitments to lend under
      the Senior Debt Documents shall be terminated before any Distribution,
      whether in cash, securities or other property, shall be made to any
      Subordinated Creditor on account of any Subordinated Debt (other than a
      distribution of Reorganization Subordinated Securities if Subordinated
      Creditors and Agent shall have entered into such supplements to or
      modifications to this Agreement as Agent may reasonably request to reflect
      the continued subordination of the Reorganization Subordinated Securities
      to the Senior Debt (or notes or other securities issued in substitution of
      all or a portion thereof) to the same extent as provided herein).

            (b) Any Distribution, whether in cash, securities or other property
      which would otherwise, but for the terms hereof, be payable or deliverable
      in respect of the Subordinated Debt (other than a distribution of
      Reorganization Subordinated Securities if Subordinated Creditors and Agent
      shall have entered into such supplements to or modifications to this
      Agreement as Agent may reasonably request to reflect the continued
      subordination of the Reorganization Subordinated Securities to the Senior
      Debt (or notes or other securities issued in substitution of all or a
      portion thereof) to the same extent as provided herein) shall be paid or
      delivered directly to Agent (to be held and/or applied by Agent in
      accordance with the terms of the Senior Debt Documents) until all Senior
      Debt is paid in full in cash (or another form acceptable to the Senior
      Lenders) and all commitments to lend under the Senior Debt Documents shall
      have been terminated. Each Subordinated Creditor irrevocably authorizes,
      empowers and directs any debtor, debtor in possession, receiver, trustee,
      liquidator, custodian, conservator or other Person having authority, to
      hold in trust and pay or otherwise deliver all such Distributions to Agent
      (other than any Distribution constituting a Permitted Subordinated Debt
      Payment that was received by such Subordinated Creditor prior to the
      commencement of the applicable Proceeding). Each Subordinated Creditor
      also irrevocably authorizes and empowers Agent, in the name of such
      Subordinated Creditor, to demand, sue for, collect and receive any and all
      such Distributions (other than a distribution of Reorganization
      Subordinated Securities if Subordinated Creditors and Agent shall have
      entered into such supplements to or modifications to this Agreement as
      Agent may reasonably request to reflect the continued subordination of the
      Reorganization Subordinated Securities to the Senior Debt (or notes or
      other securities issued in substitution of all or a portion thereof) to
      the same extent as provided herein).

            (c) Each Subordinated Creditor agrees not to initiate, prosecute or
      participate in any claim, action or other proceeding challenging the


                                      -7-
<PAGE>
      enforceability, validity, perfection or priority of the Senior Debt, the
      Senior Debt Documents or any liens and security interests in property
      securing the Senior Debt.

            (d) Following the payment in full in cash (or another form
      acceptable to the Senior Lenders) of the Senior Debt and the termination
      of all commitments to lender under the Senior Debt Documents, any
      Distribution which may be payable or deliverable in respect of the
      Subordinated Debt shall be paid or delivered directly to any Subordinated
      Creditor for application in satisfaction of the Subordinated Debt until
      such time as all the Subordinated Debt shall have been paid in full in
      cash.

            (e) Each Subordinated Creditor agrees to execute, verify, deliver
      and file any proofs of claim in respect of the Subordinated Debt requested
      by Agent in connection with any such Proceeding and hereby irrevocably
      authorizes, empowers and appoints Agent its agent and attorney-in-fact to
      (i) execute, verify, deliver and file such proofs of claim upon the
      failure of such Subordinated Creditor promptly to do so prior to 15 days
      before the expiration of the time to file any such proof of claim and (ii)
      vote such claim in any such Proceeding upon the failure of such
      Subordinated Creditor to do so prior to 10 days before the expiration of
      the time to vote any such claim; provided Agent shall have no obligation
      to execute, verify, deliver, file and/or vote any such proof of claim. In
      the event that Agent votes any claim in accordance with the authority
      granted hereby, the applicable Subordinated Creditor shall not be entitled
      to change or withdraw such vote.

            (f) The Senior Debt shall continue to be treated as Senior Debt and
      the provisions of this Agreement shall continue to govern the relative
      rights and priorities of Senior Lenders and each Subordinated Creditor
      even if all or part of the Senior Debt or the security interests securing
      the Senior Debt are subordinated, set aside, avoided, invalidated or
      disallowed in connection with any such Proceeding, and this Agreement
      shall be reinstated if at any time any payment of any of the Senior Debt
      is rescinded or must otherwise be returned by any holder of Senior Debt or
      any representative of such holder.

      2.3. SUBORDINATED DEBT PAYMENT RESTRICTIONS.

            (a) Notwithstanding the terms of the Subordinated Debt Documents,
      each of the Company and Holdings hereby agrees that it may not make, and
      each Subordinated Creditor hereby agrees that it will not accept, any
      Distribution with respect to the Subordinated Debt until the Senior Debt
      is paid in full in cash (or another form acceptable to the Senior Lenders)
      and all commitments to lend under the Senior Debt Documents have
      terminated, other than Permitted Subordinated Debt Payments subject to the
      terms of subsection 2.2 of this Agreement and other than Special Permitted
      Subordinated Debt Payments to the extent described in subsections 2.3(d)
      and (e) of this


                                      -8-
<PAGE>
      Agreement; provided, however, that the Company, Holdings and each
      Subordinated Creditor further agree that no Permitted Subordinated Debt
      Payment may be made by the Company or Holdings or accepted by such
      Subordinated Creditor if, at the time of such payment:

                  (i) a Senior Payment Default exists; unless and until either
            (A) such Senior Payment Default has been cured or waived or (B) the
            Senior Debt has been paid in full in cash (or another form
            acceptable to the Senior Lenders) and all commitments to lend under
            the Senior Debt Documents have been terminated; or

                  (ii) subject to paragraph (d) of this subsection 2.3, the
            Company and such Subordinated Creditor shall have received a Senior
            Default Notice from Agent or all Senior Lenders stating that a
            Senior Covenant Default exists or would be created by the making of
            such payment; unless and until either (A) each such Senior Covenant
            Default has been cured or waived, (B) the Senior Debt has been paid
            in full in cash (or another form acceptable to the Senior Lenders)
            and all commitments to lend under the Senior Debt Documents have
            been terminated or (C) 180 days have elapsed since the date such
            Senior Default Notice was received.

            (b) The Company and Holdings may resume Permitted Subordinated Debt
      Payments (and may make any Permitted Subordinated Debt Payments missed due
      to the application of paragraph (a) of this subsection 2.3) in respect of
      the Subordinated Debt or any judgment with respect thereto:

                  (i) in the case of a Senior Payment Default referred to in
            clause (i) of paragraph (a) this subsection 2.3, upon (A) a cure or
            waiver thereof or (B) the payment of the Senior Debt in full in cash
            (or another form acceptable to the Senior Lenders) and the
            termination of all commitments to lend under the Senior Debt
            Documents; or

                  (ii) in the case of a Senior Covenant Default referred to in
            clause (ii) of paragraph (a) of this subsection 2.3, upon the
            earliest to occur of (A) the cure or waiver of all such Senior
            Covenant Defaults, (B) the payment of the Senior Debt in full in
            cash (or another form acceptable to the Senior Lenders) and the
            termination of all commitments to lend under the Senior Debt
            Documents or (C) the expiration of such period of 180 days.

            (c) No Senior Default shall be deemed to have been waived for
      purposes of this subsection 2.3 unless and until the Company and Holdings
      shall have received a written waiver from Agent or all Senior Lenders.


                                      -9-
<PAGE>
            (d) The Company and Holdings may make, and each Subordinated
      Creditor may accept, Special Permitted Subordinated Debt Payments;
      provided, however, that the Company, Holdings and each Subordinated
      Creditor further agree that no Special Permitted Subordinated Debt Payment
      may be made by the Company or Holdings or accepted by such Subordinated
      Creditor if, at the time of such payment:

                  (i) a Senior Payment Default exists; unless and until either
            (A) such Senior Payment Default has been cured or waived or (B) the
            Senior Debt has been paid in full in cash (or another form
            acceptable to the Senior Lenders) and all commitments to lend under
            the Senior Debt Documents have been terminated;

                  (ii) the Company and such Subordinated Creditor shall have
            received a Senior Default Notice from Agent or all Senior Lenders
            stating that a Senior Covenant Default exists or would be created by
            the making of such payment; unless and until either (A) each such
            Senior Covenant Default has been cured or waived or (B) the Senior
            Debt has been paid in full in cash (or another form acceptable to
            the Senior Lenders) and all commitments to lend under the Senior
            Debt Documents have been terminated; or

                  (iii) immediately after giving effect to such Special
            Permitted Subordinated Debt Payment, Borrowing Availability shall
            exceed Revolving Outstandings by at least $4,000,000.

      If a Special Permitted Subordinated Debt Payment is not permitted to be
      made by operation of this subsection 2.3(d), payment of such Special
      Permitted Subordinated Debt Payment shall be postponed until the maturity
      date of the Subordinated Debt.

            (e) In the event that a Special Permitted Subordinated Debt Payment
      is not made when due for any reason, Holdings shall be permitted to issue
      to the Subordinated Creditor the "Initial AHYDO Warrants" or the
      "Subsequent AHYDO Warrants" (in each case as defined in the Purchase
      Agreement, as it exists on the date hereof), as applicable, pursuant to
      Section 7.14 of the Purchase Agreement, as it exists on the date hereof.

            (f) Notwithstanding any provision of this subsection 2.3 to the
      contrary:

                  (i) neither the Company nor Holdings shall be prohibited from
            making, and no Subordinated Creditor shall be prohibited from
            receiving, Permitted Subordinated Debt Payments under clause (ii) of
            paragraph (a) of this subsection 2.3 for more than an aggregate of
            180 days within any period of 360 consecutive days;


                                      -10-
<PAGE>
                  (ii) no Senior Covenant Default existing on the date any
            Senior Default Notice is given pursuant to clause (ii) of paragraph
            (a) or clause (ii) of paragraph (b) of this subsection 2.3 shall,
            unless the same shall have ceased to exist for a period of at least
            90 consecutive days, be used as a basis for any subsequent Senior
            Default Notice (for purposes of this paragraph, breaches of the same
            financial covenant for consecutive periods shall constitute separate
            and distinct Senior Covenant Defaults); and

                  (iii) the failure of the Company or Holdings to make any
            Distribution with respect to the Subordinated Debt by reason of the
            operation of this subsection 2.3 shall not be construed as
            preventing the occurrence of a Subordinated Debt Default under the
            applicable Subordinated Debt Documents; provided, that the failure
            of the Company or Holdings to make a Special Permitted Subordinated
            Debt Payment for any reason shall not constitute a Subordinated Debt
            Default under the Subordinated Debt Documents; provided, further,
            however that the failure of Holdings to timely issue the Initial
            AHYDO Warrants or the Subordinated AHYDO Warrants, if applicable,
            pursuant to the terms of the Purchase Agreement (as it exists on the
            date hereof) shall constitute a Subordinated Debt Default under the
            Senior Debt Documents.

      2.4. SUBORDINATED DEBT STANDSTILL PROVISIONS.

            (a) Until the Senior Debt is paid in full in cash (or another form
      acceptable to the Senior Lenders) and all commitments to lend under the
      Senior Debt Documents shall be terminated, no Subordinated Creditor shall,
      without the prior written consent of Agent, take any Enforcement Action
      with respect to the Subordinated Debt, until the earliest to occur of the
      following and in any event no earlier than ten (10) days after Agent's
      receipt of written notice of such Subordinated Creditor's intention to
      take any such Enforcement Action:

                  (i) acceleration of the Senior Debt;

                  (ii) the expiration of the applicable Standstill Period; or

                  (iii) the commencement of a Proceeding.

      Notwithstanding the foregoing, (A) each Subordinated Creditor may file
      proofs of claim against any Credit Party in any Proceeding involving such
      Credit Party and (B) each Subordinated Creditor may take such action as is
      available to such Subordinated Creditor to enforce issuance of the Initial
      AHYDO Warrants and/or the Subsequent AHYDO Warrants, if applicable, as
      required pursuant to the Purchase Agreement. Any Distributions or other

                                      -11-
<PAGE>
      proceeds of any Enforcement Action obtained by any Subordinated Creditor
      shall in any event be held in trust by it for the benefit of Agent and
      Senior Lenders and promptly paid or delivered to Agent for the benefit of
      Senior Lenders in the form received until all Senior Debt is paid in full
      in cash (or another form acceptable to the Senior Lenders) and all
      commitments to lend under the Senior Debt Documents shall have been
      terminated.

            (b) Notwithstanding anything contained herein to the contrary, if
      following the acceleration of the Senior Debt by Senior Lenders such
      acceleration is rescinded (whether or not any existing Senior Default has
      been cured or waived), then all Enforcement Actions taken by any
      Subordinated Creditor shall likewise be rescinded if such Enforcement
      Action is based solely on clause (i) of paragraph (a) of this subsection
      2.4.

            (c) Except as provided in clause (B) of this subsection 2.4 with
      respect to the Initial AHYDO Warrants and the Subsequent AHYDO Warrants,
      at no time may any Subordinated Creditor take any Enforcement Action with
      respect to any Special Permitted Subordinated Debt Payment that is not
      made when due pursuant to the Subordinated Debt Documents.

            2.5. INCORRECT PAYMENTS. If any Distribution on account of the
      Subordinated Debt not permitted to be made by the Company or Holdings or
      accepted by a Subordinated Creditor under this Agreement is made and
      received by such Subordinated Creditor, such Distribution shall not be
      commingled with any of the assets of such Subordinated Creditor, shall be
      held in trust by such Subordinated Creditor for the benefit of Agent and
      Senior Lenders and shall be promptly paid over to Agent for application
      (in accordance with the Senior Debt Documents) to the payment of the
      Senior Debt then remaining unpaid, until all of the Senior Debt is paid in
      full.

            2.6. SUBORDINATION OF LIENS AND SECURITY INTERESTS; AGREEMENT NOT TO
      CONTEST; AGREEMENT TO RELEASE LIENS. Until the Senior Debt has been paid
      in full in cash (or another form acceptable to the Senior Lenders) and all
      lending commitments under the Senior Debt Documents have terminated, any
      liens and security interests of any Subordinated Creditor in the
      Collateral which may exist in breach of such Subordinated Creditor's
      agreement pursuant to subsection 3.2(f) or subsection 4.1 of this
      Agreement shall be and hereby are subordinated for all purposes and in all
      respects to the liens and security interests of Agent and Senior Lenders
      in the Collateral, regardless of the time, manner or order of perfection
      of any such liens and security interests. In the event that any
      Subordinated Creditor obtains any liens or security interests in the
      Collateral, such Subordinated Creditor shall (or shall cause its agent) to
      promptly execute and deliver to Agent such termination statements and
      releases as Agent shall reasonably request to effect the release of the
      liens and security interests of such Subordinated Creditor in such
      Collateral. In furtherance of the foregoing, each Subordinated Creditor
      hereby irrevocably appoints Agent its attorney-in-fact, with full
      authority in the place and stead of such Subordinated Creditor and in the
      name of such Subordinated Creditor or otherwise, to execute and deliver
      any document or instrument which such Subordinated Creditor may be
      reasonably required to deliver pursuant to this subsection 2.6.


                                      -12-
<PAGE>
      2.7. SALE, TRANSFER OR OTHER DISPOSITION OF SUBORDINATED DEBT.

            (a) No Subordinated Creditor shall sell, assign, pledge, dispose of
      or otherwise transfer all or any portion of the Subordinated Debt or any
      Subordinated Debt Document unless, prior to the consummation of any such
      action, the transferee thereof shall execute and deliver to Agent an
      agreement substantially identical to this Agreement, providing for the
      continued subordination of the Subordinated Debt held by such Subordinated
      Creditor to the Senior Debt as provided herein and for the continued
      effectiveness of all of the rights of Agent and Senior Lenders arising
      under this Agreement.

            (b) Notwithstanding the failure of any transferee to execute or
      deliver an agreement substantially identical to this Agreement, the
      subordination effected hereby shall survive any sale, assignment, pledge,
      disposition or other transfer of all or any portion of the Subordinated
      Debt, and the terms of this Agreement shall be binding upon the successors
      and assigns of each Subordinated Creditor, as provided in Section 9
      hereof.

      2.8. LEGENDS. Until the termination of this Agreement in accordance with
Section 15 hereof, each Subordinated Creditor will cause to be clearly,
conspicuously and prominently inserted on the face of the applicable
Subordinated Note, the applicable Subordinated PIK Notes and any other
Subordinated Debt Document, as well as any renewals or replacements thereof, the
following legend:

            "This instrument and the rights and obligations evidenced hereby are
      subordinate in the manner and to the extent set forth in that certain
      Subordination and Intercreditor Agreement (the "Subordination Agreement")
      dated as of April 15, 2003 among Audax Mezzanine Fund, L.P., Audax Trust
      Co-Invest, L.P., Audax Co-Invest, L.P., AFF Co-Invest, L.P., a Delaware
      limited partnership, The Royal Bank of Scotland plc, New York Branch,
      American Coin Merchandising, Inc. (the "Company"), ACMI Holdings, Inc.
      ("Holdings") and Madison Capital Funding LLC ("Agent"), to the
      indebtedness (including interest) owed by the Company pursuant to that
      certain Amended and Restated Credit Agreement dated as of April 15, 2003
      among the Company, Agent and the Lenders from time to time party thereto,
      as such Credit Agreement has been and hereafter may be amended,
      supplemented or otherwise modified from time to time and to indebtedness
      refinancing the indebtedness under that agreement as contemplated by the
      Subordination Agreement; and each holder of this instrument, by its
      acceptance hereof, irrevocably agrees to be bound by the provisions of the
      Subordination Agreement."

3.    MODIFICATIONS.

      3.1. MODIFICATIONS TO SENIOR DEBT DOCUMENTS. Senior Lenders may at any
time and from time to time without the consent of or notice to any Subordinated
Creditor, without


                                      -13-
<PAGE>
incurring liability to any Subordinated Creditor and without impairing or
releasing the obligations of any Subordinated Creditor under this Agreement,
change the manner or place of payment or extend the time of payment of or renew
or alter any of the terms of the Senior Debt, or amend in any manner any
agreement, note, guaranty or other instrument evidencing or securing or
otherwise relating to the Senior Debt; provided that Senior Lenders shall not
(a) increase the Senior Debt, (b) increase the interest rate with respect to the
Senior Debt by more than 200 basis points, except in connection with (i) the
imposition of a default rate of interest in accordance with the terms of the
Senior Debt Documents or (ii) the imposition of market interest rate in respect
of any Permitted Refinancing Senior Debt, (c) directly prohibit or restrict the
payment of principal of, interest on, or other amounts payable with respect to,
the Subordinated Debt, in a manner that is more restrictive then the
prohibitions and restrictions currently contained in the Credit Agreement, (d)
extend the final maturity date or any other scheduled payment date for
principal, interest or any other amount in respect of the Senior Debt (as set
forth in the Madison Loan Documents in effect on the date hereof) by more than
180 days, or (e) shorten the amortization of any portion of the Senior Debt (as
set forth in the Madison Loan Documents in effect on the date hereof).

      3.2. MODIFICATIONS TO SUBORDINATED DEBT DOCUMENTS. Until the Senior Debt
has been paid in full in cash (or another form acceptable to the Senior Lenders)
and all lending commitments under the Senior Debt Documents have terminated, and
notwithstanding anything to the contrary contained in the Subordinated Debt
Documents, no Subordinated Creditor shall, without the prior written consent of
Agent, agree to any amendment, modification or supplement to the Subordinated
Debt Documents the effect of which is to (a) increase the maximum principal
amount of the Subordinated Debt or rate of interest on any of the Subordinated
Debt, (b) change the dates upon which payments of principal or interest on the
Subordinated Debt are due, (c) change or add any event of default or any
covenant with respect to the Subordinated Debt, (d) change any redemption or
prepayment provisions of the Subordinated Debt, (e) alter the subordination
provisions with respect to the Subordinated Debt, including, without limitation,
subordinating the Subordinated Debt to any other indebtedness, (f) take any
liens or security interests in any assets of any Credit Party to secure the
Subordinated Debt or (g) change or amend any other term of the Subordinated Debt
Documents if such change or amendment would result in a Senior Default, increase
the obligations of any Credit Party in respect of the Subordinated Debt or
confer additional material rights on any Subordinated Creditor or any other
holder of the Subordinated Debt in a manner adverse to any Credit Party or
Senior Lenders.

4.    REPRESENTATIONS AND WARRANTIES.

      4.1. REPRESENTATIONS AND WARRANTIES OF SUBORDINATED CREDITORS. Each
Subordinated Creditor hereby represents and warrants to Agent and Senior Lenders
that as of the date hereof: (a) such Subordinated Creditor is, in the case of
Audax, Audax Trust, Audax Co-Invest, AFF Co-Invest, L.P., a limited partnership
duly formed and validly existing under the laws of the State of Delaware and in
the case of RBS, duly formed and validly existing under the laws of its
jurisdiction of formation; (b) such Subordinated Creditor has the power and
authority to enter into, execute, deliver and carry out the terms of this
Agreement, all of which have been duly authorized by all proper and necessary
action; (c) the execution of this


                                      -14-
<PAGE>
Agreement by such Subordinated Creditor will not violate or conflict with the
organizational documents of such Subordinated Creditor, any material agreement
binding upon such Subordinated Creditor or any law, regulation or order or
require any consent or approval which has not been obtained; (d) this Agreement
is the legal, valid and binding obligation of such Subordinated Creditor,
enforceable against such Subordinated Creditor in accordance with its terms,
except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by equitable principles; (e) such
Subordinated Creditor is the sole owner, beneficially and of record, of the
respective portion of the Subordinated Debt Documents and the Subordinated Debt
indicated on Exhibit A hereto; and (f) the Subordinated Debt is, and at all
times prior to the termination of this Agreement shall remain, an unsecured
obligation of each Credit Party.

      4.2. REPRESENTATIONS AND WARRANTIES OF AGENT. Agent hereby represents and
warrants to each Subordinated Creditor that as of the date hereof: (a) Agent is
a limited liability company duly formed and validly existing under the laws of
the State of Delaware; (b) Agent has the power and authority to enter into,
execute, deliver and carry out the terms of this Agreement, all of which have
been duly authorized by all proper and necessary action; (c) the execution of
this Agreement by Agent will not violate or conflict with the organizational
documents of Agent, any material agreement binding upon Agent or any law,
regulation or order or require any consent or approval which has not been
obtained; and (d) this Agreement is the legal, valid and binding obligation of
Agent, enforceable against Agent in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles.

5. SUBROGATION. Subject to the payment in full in cash (or another form
acceptable to the Senior Lenders) of all Senior Debt and the termination of all
lending commitments under the Senior Debt Documents, each Subordinated Creditor
shall be subrogated to the rights of Agent and Senior Lenders to receive
Distributions with respect to the Senior Debt until the Subordinated Debt is
paid in full. Each Subordinated Creditor agrees that in the event that all or
any part of a payment made with respect to the Senior Debt is recovered from the
Senior Lenders in a Proceeding or otherwise, any Distribution received by such
Subordinated Creditor with respect to the Subordinated Debt at any time after
the date of the payment that is so recovered, whether pursuant to the right of
subrogation provided for in this Agreement or otherwise, shall be deemed to have
been received by such Subordinated Creditor in trust as property of the Senior
Lenders and such Subordinated Creditor shall forthwith deliver the same to the
Agent for the benefit of the Senior Lenders for application to the Senior Debt
until the Senior Debt is paid in full. A Distribution made pursuant to this
Agreement to Agent or Senior Lenders which otherwise would have been made to
such Subordinated Creditor is not, as between the Credit Parties and such
Subordinated Creditor, a payment by any Credit Party to or on account of the
Senior Debt.

6. MODIFICATION. Any modification or waiver of any provision of this Agreement,
or any consent to any departure by any party from the terms hereof, shall not be
effective in any event unless the same is in writing and signed by Agent, each
Subordinated Creditor,


                                      -15-
<PAGE>
Company and Holdings and then such modification, waiver or consent shall be
effective only in the specific instance and for the specific purpose given. Any
notice to or demand on any party hereto in any event not specifically required
hereunder shall not entitle the party receiving such notice or demand to any
other or further notice or demand in the same, similar or other circumstances
unless specifically required hereunder.

7. FURTHER ASSURANCES. Each party to this Agreement promptly will execute and
deliver such further instruments and agreements and do such further acts and
things as may be reasonably requested in writing by any other party hereto that
may be necessary or desirable in order to effect fully the purposes of this
Agreement.

8. NOTICES. Unless otherwise specifically provided herein, any notice delivered
under this Agreement shall be in writing addressed to the respective party as
set forth below and may be personally served, telecopied or sent by overnight
courier service or certified or registered United States mail and shall be
deemed to have been given (a) if delivered in person, when delivered; (b) if
delivered by telecopy, on the date of transmission if transmitted on a business
day before 5:00 p.m. (Chicago time) or, if not, on the next succeeding business
day; (c) if delivered by overnight courier, one business day after delivery to
such courier properly addressed; or (d) if by United States mail, four business
days after deposit in the United States mail, postage prepaid and properly
addressed.

      Notices shall be addressed as follows:

            If to Subordinated Creditors:

            Audax Mezzanine Fund, L.P.
            280 Park Avenue
            20th Floor, Tower East
            New York, New York  10017
            Attention:  Mr. U. Peter C. Gummeson
            Telecopy: (212) 703-2799

            Audax Trust Co-Invest, L.P.
            c/o Audax Management Company, L.L.C.
            280 Park Avenue
            20th Floor, Tower East
            New York, New York  10017
            Attention:  Mr. U. Peter C. Gummeson
            Telecopy: (212) 703-2799

            Audax Co-Invest, L.P.
            c/o Audax Management Company, L.L.C.
            280 Park Avenue
            20th Floor, Tower East
            New York, New York  10017
            Attention: Mr. U. Peter C. Gummeson


                                      -16-
<PAGE>
            Telecopy: (212) 703-2799

            AFF Co-Invest, L.P.
            c/o Audax Management Company, L.L.C.
            280 Park Avenue
            20th Floor, Tower East
            New York, New York  10017
            Attention: Mr. U. Peter C. Gummeson
            Telecopy: (212) 703-2799

            The Royal Bank of Scotland plc, New York Branch
            101 Park Avenue, 10th Floor
            New York, New York  10178
            Attention: Juanita Baird/Lois Montanti
            Telecopy: (212) 401-1390

            In each case, with a copy to:

            Cahill Gordon & Reindel
            80 Pine Street
            New York, New York  10005-1702
            Attention:  Roger Meltzer, Esq.
            Telecopy:  (212) 269-5420

            If to the Company or Holdings:

            American Coin Merchandising, Inc.
            5660 Central Avenue
            Boulder, Colorado  80301
            Attention: President
            Telecopy: (303) 444-2559

            With a copy to:

            Morrison Cohen Singer & Weinstein, LLP
            750 Lexington Avenue
            New York, New York  10022
            Attention:  David A. Scherl, Esq.
            Telecopy:  (212) 735-8600

            If to Agent or Senior Lenders:

            Madison Capital Funding LLC
            303 West Madison Street
            Suite 1200
            Chicago, Illinois 60606


                                      -17-
<PAGE>
            Attention:
            Telecopy:  (312) 596-6950

or in any case, to such other address as the party addressed shall have
previously designated by written notice to the serving party, given in
accordance with this Section 8.

9. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of, and
shall be binding upon, the respective successors and assigns of Agent, Senior
Lenders, each Subordinated Creditor, the Company and Holdings. To the extent
permitted under the Senior Debt Documents, Senior Lenders may, from time to
time, without notice to any Subordinated Creditor, assign or transfer any or all
of the Senior Debt or any interest therein to any Person and, notwithstanding
any such assignment or transfer, or any subsequent assignment or transfer, the
Senior Debt shall, subject to the terms hereof, be and remain Senior Debt for
purposes of this Agreement, and every permitted assignee or transferee of any of
the Senior Debt or of any interest therein shall, to the extent of the interest
of such permitted assignee or transferee in the Senior Debt, be entitled to rely
upon and be the third party beneficiary of the subordination provided under this
Agreement and shall be entitled to enforce the terms and provisions hereof to
the same extent as if such assignee or transferee were initially a party hereto.

10. RELATIVE RIGHTS. This Agreement shall define the relative rights of Agent,
Senior Lenders and each Subordinated Creditor. Nothing in this Agreement shall
(a) impair, as among the Company, Holdings, Agent and Senior Lenders and as
among the Company, Holdings and each Subordinated Creditor, the obligations of
the Company and Holdings with respect to the payment of the Senior Debt and the
Subordinated Debt in accordance with their respective terms or (b) affect the
relative rights of Agent, Senior Lenders or any Subordinated Creditor with
respect to any other creditors of the Company or Holdings.

11. CONFLICT. In the event of any conflict between any term, covenant or
condition of this Agreement and any term, covenant or condition of any of the
Subordinated Debt Documents, the provisions of this Agreement shall control and
govern.

12. HEADINGS. The paragraph headings used in this Agreement are for convenience
only and shall not affect the interpretation of any of the provisions hereof.

13. COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

14. SEVERABILITY. In the event that any provision of this Agreement is deemed to
be invalid, illegal or unenforceable by reason of the operation of any law or by
reason of the interpretation placed thereon by any court or governmental
authority, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not in any way be affected or impaired thereby, and the
affected provision shall be modified to the minimum extent permitted by law so
as most fully to achieve the intention of this Agreement.


                                      -18-
<PAGE>
15. CONTINUATION OF SUBORDINATION; TERMINATION OF AGREEMENT. This Agreement
shall remain in full force and effect until the payment in full in cash (or
another form acceptable to the Senior Lenders) of the Senior Debt and the
termination of all lending commitments under the Senior Debt Documents after
which this Agreement shall terminate without further action on the part of the
parties hereto.

16. APPLICABLE LAW. This Agreement shall be governed by and shall be construed
and enforced in accordance with the internal laws of the State of Illinois,
without regard to conflicts of law principles.

17. CONSENT TO JURISDICTION. EACH OF EACH SUBORDINATED CREDITOR, THE COMPANY,
HOLDINGS AND AGENT HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL
COURT LOCATED WITHIN THE COUNTY OF COOK, STATE OF ILLINOIS AND IRREVOCABLY
AGREES THAT, SUBJECT TO AGENT'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT
OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF EACH
SUBORDINATED CREDITOR, THE COMPANY, HOLDINGS AND AGENT EXPRESSLY SUBMITS AND
CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS. EACH OF EACH SUBORDINATED CREDITOR, THE COMPANY, HOLDINGS
AND AGENT HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT
ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED MAIL,
RETURN RECEIPT REQUESTED, ADDRESSED TO IT AT ITS ADDRESS SET FORTH IN THIS
AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS
BEEN POSTED.

18. WAIVER OF JURY TRIAL. EACH OF EACH SUBORDINATED CREDITOR, THE COMPANY,
HOLDINGS AND AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE
SUBORDINATED DEBT DOCUMENTS OR ANY OF THE SENIOR DEBT DOCUMENTS. EACH OF EACH
SUBORDINATED CREDITOR, THE COMPANY, HOLDINGS AND AGENT ACKNOWLEDGES THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH
HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE SENIOR DEBT
DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED
FUTURE DEALINGS. EACH OF EACH SUBORDINATED CREDITOR, THE COMPANY, HOLDINGS AND
AGENT WARRANTS AND REPRESENTS THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING
THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS.


                                      -19-
<PAGE>
19. OTHER SUBORDINATION AGREEMENT. Audax and certain other Persons (the
"Original Subordinated Creditors") are also party to a certain Purchase
Agreement with the Company dated as of February 11, 2002 (as amended to date,
including by virtue of a certain Consent and Amendment of even date herewith,
and as may be amended, modified or supplemented from time to time, the "Original
Purchase Agreement") the Company has issued its 17% Senior Subordinated Notes
due 2009 in the aggregate principal amount of $25,000,000 (the "Original
Notes"). The obligations of the Company under the Original Purchase Agreement
and the Original Notes are subordinated to the Senior Debt pursuant to a certain
Subordination and Intercreditor Agreement executed by the Original Subordinated
Creditors, the Company, Holdings and Agent dated as of February 11, 2002 (as
amended to date, including without limitation by a certain Amendment No. 1 to
Subordination and Intercreditor Agreement of even date herewith, and as may
hereafter be amended, modified or supplemented from time to time, the "Original
Subordination Agreement"). Each of the parties hereto agree that this Agreement
shall not in any way be deemed to effect the rights and obligations of the
parties to the Original Subordination Agreement, the Original Purchase Agreement
or the Original Subordinated Note, which shall in all events be governed by such
agreements. The exercise by any Person of rights under the Original
Subordination Agreement shall not be deemed to be an exercise of rights by such
Person under this Agreement, nor shall the exercise of any rights under this
Agreement be deemed to be an exercise of rights under the Original Subordination
Agreement. By way of example (and not by way of limitation), (a) the giving of a
Senior Default Notice, a Subordinated Debt Default Notice or any other notice
hereunder shall not constitute the giving of a similar notice under the Original
Subordination Agreement unless the same is so specified in such Senior Default
Notice, Subordinated Debt Default Notice or other notice and (b) the tolling of
any time period under this Agreement shall not constitute the tolling of any
similar time period under the Original Subordination Agreement. Notwithstanding
the foregoing, the parties hereto agree that any Senior Default Notice,
Subordinated Debt Default Notice or any notice given hereunder may constitute a
similar notice under the Original Subordination Agreement if identified as such
in the body of such notice.


                                      -20-
<PAGE>
      IN WITNESS WHEREOF, Subordinated Creditors, the Company and Agent have
caused this Agreement to be executed as of the date first above written.

                                   SUBORDINATED CREDITORS:

                                   AUDAX MEZZANINE FUND, L.P.,
                                     a Delaware limited partnership

                                      By:  Audax Mezzanine Business, L.P.
                                      Its:  General Partner

                                      By:  Audax Mezzanine Business, L.L.C.
                                      Its:  General Partner

                                      By: /s/ Kevin P. Magid
                                         ---------------------------------
                                              Kevin P. Magid
                                      Its:  Authorized Member


                                   AUDAX CO-INVEST, L.P.

                                      By:  101 Huntington Holdings, LLC
                                      Title:  General Partner

                                      By: /s/ Kevin P. Magid
                                         ---------------------------------
                                      Name:  Kevin P. Magid
                                      Its:  Authorized Member


                                   AUDAX TRUST CO-INVEST, L.P.

                                      By:  101 Huntington Holdings, LLC
                                      Title:  General Partner

                                      By: /s/ Kevin P. Magid
                                         ---------------------------------
                                      Name:  Kevin P. Magid
                                      Its:  Authorized Member
<PAGE>
                                   AFF CO-INVEST, L.P.

                                      By:  101 Huntington Holdings, LLC
                                      Title:  General Partner


                                      By: /s/ Kevin P. Magid
                                         ---------------------------------
                                      Name:  Kevin P. Magid
                                      Its:  Authorized Member


                                   THE ROYAL BANK OF SCOTLAND PLC,
                                   NEW YORK BRANCH

                                   By: /s/ Una Corr
                                      ------------------------------------
                                   Its: Vice President
                                       -----------------------------------


                                   COMPANY:

                                   AMERICAN COIN MERCHANDISING, INC.,
                                     a Delaware corporation

                                   By: /s/ Randall J. Fagundo
                                      -----------------------------
                                   Its:  President & CEO
                                      -----------------------------

                                    HOLDINGS:

                                   ACMI HOLDINGS, INC.,
                                     formerly known as CRANE MERGERCO
                                     HOLDINGS, INC., a Delaware corporation

                                   By: /s/ Randall J. Fagundo
                                       -----------------------------
                                   Its: President & CEO
                                       -----------------------------

                                   AGENT:

                                   MADISON CAPITAL FUNDING LLC,
                                     a Delaware limited liability company, as
                                     Agent

                                   By: /s/ Craig Lacy
                                      ------------------------------------
                                   Its: Managing Director
                                       -----------------------------------


                                      -2-