Exhibit 10.2
                               FIRST AMENDMENT TO
                           REVOLVING CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (the "Amendment") is
made this 1st day of March, 2000, by and between KOALA  CORPORATION,  a Colorado
corporation ("Borrower") and U.S. BANK NATIONAL ASSOCIATION,  a national banking
association ("Bank").

                                 R E C I T A L S

         A.  Borrower  and Bank are  parties to that  certain  Revolving  Credit
Agreement  dated as of December 16, 1998 (the "Credit  Agreement") and the other
Relevant Documents described therein.

         B. Borrower has requested that Bank increase the Revolving  Credit Line
from a maximum amount of  $15,000,000 to a maximum amount of $40,000,000  and to
extend the Termination  Date from December 16, 2001 to the third  anniversary of
this Amendment.

         C. Bank is willing to increase the  Revolving  Credit Line,  extend the
Termination  Date and make certain other  modifications  to the Credit Agreement
subject to and in accordance with the terms of this Amendment.

         NOW, THEREFORE, the parties agree as follows:

                                A G R E E M E N T

         1. Definitions. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Credit Agreement.

         2. Amendments to the Credit Agreement.

                  a.  Section 1.01.  Section 1.01 is hereby amended and restated
                      in its entirety to read as follows:

         1.01     Revolving  Credit  Line.  Subject to the  following  terms and
                  conditions,  Bank agrees to make a line of credit available to
                  Borrower (the  "Revolving  Credit Line") in the maximum amount
                  of $40,000,000 (the "Maximum Line") or, if less, the amount of
                  the Cash Flow Limit  (defined  below),  pursuant to which Bank
                  will  make  loans  to  Borrower  (each an  "Advance")  in such
                  amounts  as  Borrower  may  request  from  time to  time,  the
                  proceeds  of  which  shall be used for  working  capital,  the
                  acquisition of SCS Interactive,  Inc. (the "SCS Acquisition"),
                  and future acquisitions.  The aggregate  outstanding principal
                  balance of all Advances made hereunder

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                  may not exceed the Maximum Line.   Amounts borrowed  under the
                  Revolving  Credit Line may be repaid prior to the  Termination
                  Date (defined below) without  penalty,  except as set forth in
                  Exhibit A to the Note (defined  below),  and may be reborrowed
                  subject to the terms hereof.

                  Bank's  commitment to make Advances  hereunder  is subject  to
                  satisfaction  of  the  conditions  in  Section 4 below and the
                  following limitations:

                    (i) Bank's  commitment to lend hereunder  shall terminate on
                    the third  anniversary of the date hereof (the  "Termination
                    Date"), if not sooner terminated under Section 8 below;

                    (ii) Bank shall not be obligated  to make any Advance  which
                    would  cause  the  outstanding   principal  balance  of  the
                    Revolving  Credit  Line (the "Line  Balance")  to exceed the
                    Maximum Line or, if less, the Cash Flow Limit; and

                    (iii) Bank shall not be  obligated to make any Advance if an
                    Event of Default, as defined in Section 7 below, or an event
                    which,  with the giving of notice or lapse of time, or both,
                    would  become an Event of Default (a  "Potential  Default"),
                    has occurred and has not been cured by Borrower or waived by
                    Bank.

                  b.   Section 1.03. Section 1.03 is hereby amended and restated
                       in its entirety to read as follows:

                  1.03 Interest.  Borrower  agrees  to pay  interest on the Line
                  Balance from time to time as provided  herein.  Interest  will
                  accrue on the daily  outstanding  balance of each Advance at a
                  fluctuating  rate per annum equal to the  applicable  "Reserve
                  Adjusted LIBOR Rate" plus the  applicable  margin as set forth
                  below  for the  selected  Interest  Period  (see the  attached
                  Exhibit A which will be attached to and incorporated  into the
                  Line Note for terms and  definitions  which  will apply to the
                  interest rates based on a Reserve Adjusted LIBOR Rate). On the
                  date of and for each Advance,  Borrower  shall have the option
                  to select fixed Interest Periods of one month, three months or
                  six months or a reset daily  one-month  Interest Period basis.
                  The  interest  rate for any new  Advance  made on or after the
                  date  of   determination   of  Borrower's  ratio  of  Debt  to
                  Annualized  Cash  Flow  for  each  fiscal  quarter  or for any
                  Advance   outstanding   on  a  reset   daily   basis  on  such
                  determination date, will be subject to further adjustment,  as
                  of the date of such  determination  each  fiscal  quarter,  as
                  follows:  When Borrower's ratio of Debt (as defined in Section
                  6.02) to Annualized  Cash Flow (as defined in Section 1.04) is
                  within one of the ranges set forth below, then the "margin" or
                  "spread" to be added to the applicable  Reserve Adjusted LIBOR
                  Rate shall be the rate per annum set forth below opposite such
                  range:



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                  Debt/Annualized
                  Cash Flow Ratio                                         Margin
                  --------------------------------------------------------------

                  Less than 1.00:1                                         2.15%
                  Equal to or greater than 1.00:1 but less than 2.50:1     2.35%
                  Equal to or greater than 2.50:1 but less than 3.25:1     2.60%
                  Equal to or greater than 3.25:1                          2.85%

                  Accrued  interest  on each  Advance  shall  be due and payable
                  (i) at the end  of each  fixed  Interest  Period  but not less
                  than at the end  of each 3  months,  (ii) on  the first day of
                  each month for interest on  a reset daily  one-month  Interest
                  Period basis , (iii) at maturity of the  Line Note and (iv) on
                  demand after such  maturity. After  the occurrence of an Event
                  of Default or after  maturity or any  acceleration of maturity
                  of  the  Line  Note,  at  Bank's  option,  the  interest  rate
                  applicable  to  any  Advance  or   the  Line  Balance  may  be
                  increased  as provided in  the Line Note and  Borrower  agrees
                  to  pay  any  such  increased  interest.   Interest  shall  be
                  computed  using  the actual  number of  days in the period for
                  which  such  computation is made and a per diem  rate equal to
                  1/360 of the fluctuating rate per annum.

                  c.       Section 1.04.  Section  1.04  is  hereby  amended and
                           restated in its entirety to read as follows:

                   1.04 Cash Flow Limit.  The "Cash Flow Limit"  means,  at any
                   point in time, a multiple of Borrower's Annualized Cash Flow
                   in accordance with the following schedule:

                              Quarter Ending              Applicable Multiple
                              --------------              -------------------
                              March 31, 2000                     4.0
                              June 30, 2000                      4.0
                              September 30, 2000                 4.0
                              December 31, 2000                  3.5
                              March 31, 2001                     3.5
                              June 30, 2001                      3.5
                              September 30, 2001                 3.5
                              December 31, 2001                  3.0
                              March 31, 2002 and thereafter      3.0

                  "Annualized  Cash  Flow"  means  Borrower's  earnings   before
                  interest,  taxes,  depreciation and amortization calculated at
                  the end  of each quarter  for the previous four quarters (i.e.
                  on a four-quarter trailing basis).

                  d.       Section 1.05.  Section  1.05  is  hereby  amended and
                           restated in its entirety to read as follows:

                  1.05     Repayment of Principal. Borrower  agrees to repay all
                  Advances  made  hereunder.  The Line  Balance  will be due and
                  payable in full at the  maturity of the Line Note,  which will
                  be the  Termination  Date,  subject to  acceleration  upon the
                  occurrence  of an Event of  Default.  If  Borrower  issues any
                  additional  debt or equity  securities for cash after the date
                  hereof  (excluding  any  Debt to Bank or

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                  Bank's  affiliates),  Borrower  agrees  to  repay  outstanding
                  Advances  hereunder from and to the extent of the net proceeds
                  received from any such issuance of securities.

                  e.       Section 2.01.  Section  2.01  is  hereby  amended and
                           restated in its entirety to read as follows:

                  2.01     Collateral.  The  repayment  of  all  of   Borrower's
                  indebtedness  to Bank  shall  be  secured  by  first  priority
                  perfected security interests (the "Security Interests") in all
                  assets  of  Borrower,   including  without  limitation  equity
                  interests in wholly-owned or  majority-owned  or controlled or
                  subsidiary  corporations or other limited  liability  entities
                  (collectively,   the   "Subsidiaries")   and  other  entities,
                  accounts,   general   intangibles,    inventory,    equipment,
                  furniture,  fixtures  and goods  (all such  terms  having  the
                  meanings given them in the Colorado  Uniform  Commercial Code)
                  now  owned  or  hereafter  acquired  by  Borrower  and  in all
                  proceeds thereof (the  "Collateral").  Borrower further agrees
                  to cause each of its Subsidiaries to grant Security  Interests
                  in all  Collateral  owned  by such  Subsidiary.  The  Security
                  Interests   shall  be  created  and   perfected   by  security
                  agreements,  UCC  financing  statements,  assignments  and any
                  other  collateral  documents  deemed necessary or advisable by
                  Bank  in its  sole  discretion,  each in  form  and  substance
                  satisfactory  to Bank, duly executed by Borrower or Borrower's
                  Subsidiary (the "Collateral Documents").  Hereafter,  Borrower
                  and  Borrower's  Subsidiaries  shall from time to time execute
                  and deliver to Bank such other documents in form and substance
                  satisfactory to Bank, and perform such other acts, as Bank may
                  reasonably  request,  to perfect and maintain  valid  Security
                  Interests  in the  Collateral.  In addition,  Borrower  hereby
                  grants to Bank a security  interest in all Borrower's  deposit
                  accounts at Bank to secure all obligations of Borrower to Bank
                  now or hereafter arising.

                  f.       Section 3.04.  Section  3.04  is  hereby  amended and
                           restated in its entirety to read as follows:

                  3.04     Financial  Condition. The  audited  balance  sheet of
                  Borrower as at December 31, 1999,  and the related  statements
                  of income  and  retained  earnings  for the  fiscal  year then
                  ended,  copies of which have been  furnished  to Bank,  fairly
                  present the  financial  condition  of Borrower as at such date
                  and the results of the operations of Borrower for such period,
                  all  in  accordance   with   generally   accepted   accounting
                  principles  ("GAAP") applied on a consistent  basis, and since
                  December 31, 1999 there has been no material adverse change in
                  such condition or operations.

                  g.       Section 5.09.  Section  5.09  is  hereby  amended and
                           restated in its entirety to read as follows:

                  5.09  Financial  Condition.  Maintain  the financial condition
                  of  Borrower,  determined  in accordance  with GAAP so that it
                  meets  the  following  requirements  measured  on a  quarterly
                  basis for  the  preceding  four  fiscal  quarters,  i.e., on a
                  4-quarter trailing basis:

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                           i.  Borrower's  ratio of (a)  Debt to (b)  Annualized
                           Cash  Flow  ("Debt/  ACF")  will be not more than the
                           ratio  provided  in the  following  schedule  for any
                           particular quarter:

                               Quarter Ending                       Debt/ACF
                               --------------                    --------------
                               March 31, 2000                         4.00:1
                               June 30, 2000                          4.00:1
                               September 30, 2000                     4.00:1
                               December 31, 2000                      3.50:1
                               March 31, 2001                         3.50:1
                               June 30, 2001                          3.50:1
                               September 30, 2001                     3.50:1
                               December 31, 2001                      3.00:1
                               March 31, 2002 and thereafter          3.00:1

                           ii. Borrower's ratio of (a) Annualized Cash Flow to
                               (b)Interest Expense will be not less than 3.00:1.

                  h.       Section 6.02.  Section  6.02  is  hereby  amended and
                           restated in its entirety to read as follows:

                  6.02 Debt. Create,  incur,  assume or permit to exist any Debt
                  except 1) Debt to Bank or to affiliates of Bank; 2) Debt which
                  is trade debt  incurred by Borrower in the ordinary  course of
                  business on a short term basis for the acquisition of supplies
                  or services;  and 3) other Debt up to an  aggregate  amount of
                  $400,000  at  any  one  time  outstanding.  "Debt"  means  (i)
                  indebtedness  for borrowed money or for the deferred  purchase
                  price of  property or  services,  (ii)  obligations  as lessee
                  under leases which shall have been or should be, in accordance
                  with GAAP, recorded as capital leases, (iii) obligations under
                  direct or indirect  guaranties in respect of, and  obligations
                  (contingent or otherwise) to purchase or otherwise acquire, or
                  otherwise  assure  a  creditor  against  loss in  respect  of,
                  indebtedness or obligations of others of the kinds referred to
                  in clause (i) or (ii) above,  and (iv)  liabilities in respect
                  of unfunded vested benefits under plans covered by Title IV of
                  ERISA.

                  i.       Section 6.04.  Section  6.04  is  hereby  amended and
                           restated in its entirety to read as follows:

                  6.04. Loans and Investments. Make any loans or advances to any
                  person or entity or purchase or otherwise  acquire the capital
                  stock,  assets,  or obligations  of, or any other interest in,
                  any person or entity or make any other investments, except (i)
                  readily  marketable direct obligations of the United States of
                  America  or  a  money  market  mutual  fund  investing  solely
                  therein;  (ii)  certificates  of deposit  issued by commercial
                  banks of recognized standing operating in the United States of
                  America;  (iii) other  loans or  investments  in an  aggregate
                  amount  in any  one  fiscal  year  not  exceeding  $1,000,000,
                  excluding the  Acquisition  and the SCS  Acquisition;  or (iv)
                  loans or advances to Subsidiaries.

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                  j.       Section 6.06.  Section  6.06 is  hereby  amended  and
                           restated in its entirety to read as follows:

                  6.06  Merger  or  Sale.  Merge  into or  consolidate  with any
                  corporation  or  other  entity;  or  sell,  lease,  assign  or
                  otherwise  transfer or dispose of all or any material  portion
                  of its assets  (including the stock of any Subsidiary)  except
                  for sales of inventory in the ordinary course of business.

                  k.       Section 9.06.  Section  9.06 is  hereby  amended  and
                           restated in its entirety to read as follows:

                  9.06  Notices.  All notices,  requests and demands given to or
                  made upon either  party must be in writing and shall be deemed
                  to have been given or made when  personally  delivered  or two
                  (2) days after  having  been  deposited  in the United  States
                  Mail, first class postage prepaid, addressed as follows:

                        If to Borrower:       Koala Corporation
                                              Attn: Mark A. Betker
                                              President and CEO
                                              11600 E. 53rd Avenue, Unit D
                                              Denver, CO  80239

                        If to Bank:           U.S. Bank National Association
                                              Attn: Joni M. Fish, Vice President
                                              8401 East Belleview
                                              Denver, CO  80237

         3.       Conditions Precedent. Each of the conditions precedent  stated
in Article IV of the Credit  Agreement  shall  apply with equal force to any and
all Advances made under this Amendment,  including without limitation Borrower's
obligation  to provide  evidence  that the SCS  Acquisition  has closed and been
completed in accordance with the SCS Acquisition Agreement.

         4.       Conditions  to  Effectiveness.    Notwithstanding  any   other
provision  contained  herein to the contrary,  this  Amendment  shall not become
effective until all of the following conditions are fully satisfied:

                  (a)  Delivery of  Amendment.  Each of Borrower  and Bank shall
have  executed  and  delivered  this  Amendment,  the Line  Note  and all  other
documents required or contemplated hereby.

                  (b) Reimbursement for Expenses. Borrower shall have reimbursed
Bank for all  expenses  (including  filing,  loan  and  legal  fees and  related
expenses)  actually  incurred by Bank in connection with the preparation of this
Amendment.

                  (c) Representations  True; No Default. The representations and
warranties  of  Borrower as set forth in Article 3 of the Credit  Agreement  are
true on and as of the date of this

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Amendment  with the same  force and effect as if made on and as of this date and
there shall be no uncured Event of Default under the Credit Agreement.

                  (d) Other Documents.  Borrower  shall  have  delivered to Bank
such other  documents,  instruments,  and  undertakings  as  Bank may reasonably
request.

                  (e) Origination Fee.  Borrower shall have paid to Bank $85,000
as an origination fee for this Amendment.

         5.       Representations and  Warranties.  Borrower  hereby  represents
and warrants to Bank that each of the  representations  and warranties set forth
in Article 3 of the Credit Agreement is true and correct in each case as if made
on and as of the date of this Amendment. Borrower expressly agrees that it shall
be  an  additional   Event  of  Default  under  the  Credit   Agreement  if  any
representation  or warranty made hereunder shall prove to have been incorrect in
any material respect when made.

         6.       No  Further  Amendment.  Except as expressly modified  by this
Amendment,  the Credit  Agreement and the other Relevant  Documents shall remain
unmodified  and in full force and effect and the  parties  hereby  ratify  their
respective  obligations  thereunder.  Without  limiting the foregoing,  Borrower
expressly  reaffirms  and ratifies its  obligation  to pay or reimburse  Bank on
request for all reasonable expenses,  including legal fees, actually incurred by
Bank in connection with the  preparation of this  Amendment,  and the closing of
the transaction contemplated hereby.

         7.       Miscellaneous.

                  (a) Entire  Agreement.  The  following  documents  contain the
entire agreement between the parties concerning the subject matter hereof:  this
Amendment,   the  Credit  Agreement  and  the  other  Relevant  Documents.   Any
representation,  understanding or promise  concerning the subject matter hereof,
which is not expressly set forth in this Amendment,  the Credit Agreement or the
other  Relevant  Documents,  shall not be enforceable by any party hereto or its
successors or assigns. In the event of any conflict or inconsistency between the
terms of this Amendment and the terms of the Credit Agreement, the terms of this
Amendment shall govern.

                  (b) Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate  counterparts,  each
of which when so executed  shall be deemed to be an  original,  and all of which
taken together shall constitute one and the same Amendment.

                  (c) Governing Law.  This  Amendmen  and  the  other agreements
provided  for herein and the rights and  obligations  of the parties  hereto and
thereto shall be construed, interpreted and governed in accordance with the laws
of the State of Colorado.


         EXECUTED AND DELIVERED by the duly  authorized  officers of the parties
as of the date first above written.

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         BORROWER:                  KOALA CORPORATION, a Colorado corporation

                                    By:______________________________________
                                    Name (Print):____________________________
                                    Title:




         BANK:                      U.S. BANK NATIONAL ASSOCIATION, a national
                                    banking association


                                    By:______________________________________
                                          Joni M. Fish, Vice President