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                                                                   Exhibit 10.48

                                    ADDENDUM
                                       TO
                       PREMIER AMUSEMENT VENDOR AGREEMENT

     This Addendum ("Addendum") amends the Premier Amusement Vendor Agreement
(the "Agreement") by and between Best Vendors Co. ("Best Vendors") and American
Coin Merchandising, Inc. (d/b/a Sugarloaf Creations, Inc.), a Delaware

corporation ("Premier Vendor").

AGREEMENT:

     In consideration of the terms and conditions contained in the Agreement and
this Addendum to the Agreement, Best Vendors ("we" or "us" or "our") and Premier
Vendor ("you" or "your") agree to the terms in this Addendum. All capitalized
terms in this Addendum not otherwise defined have the meanings given to them in
the Agreement.

     1. Controlling Provisions. To the extent that the terms in this Addendum
are different from or contrary to any terms in the Agreement (including any
attachment, schedule, exhibit or document specifically incorporated into the
Agreement), the terms in this Addendum shall prevail. References to the
"Agreement" refer to the Agreement as modified by this Addendum.

     2. Section 1. The word "sole" in the third sentence of Section 1 is hereby
deleted and replaced with the word "reasonable."

     3. Section 1. The last sentence of Section 1 is hereby deleted and replaced
with the following: "You agree to cooperate with us in connection with our
termination of our existing vendors that you will replace. [ ]

     4. Section 2. At the end of Section 2, the words "or otherwise" are hereby
deleted and replaced with the following: "or other expenditures or commitments
to meet your obligations under this Agreement."

     5. Section 3. After the words "nontransferable right" in Section 3, the
following is hereby inserted: "(except as permitted in Section 23 below)."

     6. Section 3. The following is added at the end of Section 3: "The addition
of any Facilities to the Schedules shall be subject to the mutual consent of the
parties."

     7. Section 5. The words "as may be deem appropriate" are hereby deleted
from the fourth sentence in Section 5.

     8. Section 7. The last two sentences of Section 7 are hereby deleted and
replaced with the following: "You will retain counsel reasonably acceptable to
us and defend such action, suit or proceeding at your expense. We shall be
entitled to participate in settlement or defense through your counsel. No
settlement shall be agreed to by either you or us unless the other party
consents, which consent shall not be unreasonably withheld. If we refuse to
consent to a proposed settlement that includes


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a complete release of us and does not include any non-monetary terms which are
materially adverse to us, you shall not have any indemnification responsibility
to us for damages in excess of such proposed settlement amount or for expenses
incurred subsequent to such refusal."

     9. Section 8. The following sentence is hereby added after the existing
first sentence of Section 8: "The insurance required by this provision may
include such coverage as provided by excess or umbrella insurance written on an
occurrence coverage form."

     10. Section 8. Only 10 days prior written notice is required by your
insurance company of a proposed cancellation, modification or reduction of your
insurance based on the nonpayment of premiums. No notice of a proposed
modification or reduction of your insurance is required based on claims against
the policies provided that you are required to immediately notify us if claims
reduce the then available insurance coverage below 80% of that required by
Section 8 of the Agreement. Further, we may require you to acquire additional
insurance in order that you are maintaining the insurance amounts required by
Section 8 of the Agreement.

     11. Section 11. The words "or like new" are hereby inserted in the second
sentence of Section 11 after the word "new."

     12. Section 11. The word "our" in the third sentence of Section 11 is
hereby replaced with "the customer's."

     13. Section 12. The reference to "five (5) days" in Section 12 is hereby
changed to "ten (10) business days."

     14. Section 12. In the last sentence of Section 12, "one percent (1%)" is
hereby changed to "[ ]."

     15. Section 16(b). The following is hereby inserted after the word
"disclosures" in the last sentence of Section 16(b): "that are not required by
law." You agree to provide us with samples of your proposed disclosures relating
to the Agreement and agree to request confidential treatment of such portions as
we may request.

     16. Section 20(b). In the third sentence of Section 20(b), the word "will"
is hereby changed to "may."

     17. Section 21. The following is added prior to the first and second
sentence of Section 21: "During the term of this Agreement,". In addition, the
word "knowingly" is hereby inserted prior immediately prior to the word "engage"
in the first sentence in Section 21.

     18. Section 23(b). The following is hereby inserted after the word
"withheld" in Section 23(b): "; provided, however, that our consent shall not be
required in connection with a merger by you or a sale of substantially all of
your assets if the other party thereto (i) agrees to be bound by the terms of
the Agreement, (ii) the successor to this Agreement is not a competitor of ours,
and (iii) the post-transaction successor is reasonably believed by us to be
capable and willing to satisfy your obligations under the Agreement."

     19. Section 23(b). We consent to your assignment of your rights under the
Agreement to your existing franchisees identified by name and location to us in
writing on the date of this Agreement, provided that you remain liable for the
franchisees' performance under the Agreement.


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     20. Section 23. The reference to "[ ]" in Section 23(b) is hereby changed
to "[ ]."

     21. Section 23(c). The third and fourth sentences of Section 23(c)
beginning "The arbitrator . . . ." and "If they cannot . . . ." are hereby
deleted in their entirety.

     22. [ ]

     23. Commission (Fee and Commission Schedule). The reference to "tenth
(10th)" in the Commission section is hereby changed to "fifteenth (15th)."

     24. Commission (Fee and Commission Schedule). The words "or an annual
basis" are hereby deleted from the Commission section and the word "or" is
hereby added prior to the word "upon" in the same sentence.

     25. Performance Guaranty Amount (Fee and Commission Schedule). The
Performance Guaranty Amount shall be computed on an Account-by-Account basis
rather than a Facility-by-Facility basis. You and we agree that the "Prior
Annualized Gross Sales" amounts identified on each Facility Schedule are correct
to the best of the knowledge of you and us (but no knowledge is implied). The
appropriate corrections to the Performance Guaranty Amount computation and prior
Performance Guaranty Amount payments shall be made if it is determined that the
"Prior Annualized Gross Sales" stated on the Schedules is incorrect.

     26. [ ]

     27. [ ]

     28. Facility Schedules - Effective Date. You and we agree to develop
transition schedules which indicate the sequence of events planned to transition
new Facilities to you. We will update the transition schedules from time to time
in order to provide you the latest information as to when Facilities are
expected to be available for installation of your Machines. You agree to be
prepared to install Machines in accordance with the transition schedules and
will use your best efforts to install Machines on an accelerated basis if
Facilities are available earlier than contemplated by the transition schedules.
You understand that certain existing vendors may move their Machines early or
refuse to remove their Machines. We agree to use reasonable commercial efforts
(excluding initiating an immediate lawsuit) to make Facilities available in
accordance with the transition schedule but shall not be liable if existing
vendors or Accounts cause delays. The Facility Schedules are subject to
correction of typographical and clerical errors.

     29. Reference to and Effect on the Agreement. Except as specifically
amended herein, the Agreement remains in full force and effect and is hereby
ratified and confirmed.


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     This Addendum shall be effective as of February 1, 2000.

AMERICAN COIN MERCHANDISING, INC.           BEST VENDORS CO.
(d/b/a Sugarloaf Creations, Inc.)

By /s/ Randall Fagundo                      By /s/ Mark L. Wilson
   -----------------------                     -----------------------
Its    President & CEO                      Its    President
   -----------------------                     -----------------------
Date:  1/28/2000                            Date:  1/28/2000
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