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                                                                   EXHIBIT 10.57


                   AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
                                     BETWEEN
       AMERICAN COIN MERCHANDISING, INC., D/B/A SUGARLOAF CREATIONS, INC.
                                       AND
                               RANDALL J. FAGUNDO


THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT (the "Amendment") is entered into as
of July 31, 2001 ("Amendment Effective Date"), between AMERICAN COIN
MERCHANDISING, INC., d/b/a SUGARLOAF CREATIONS, INC. (hereinafter called
"Employer") and Randall J. Fagundo (hereinafter called "Employee"), and amends
that employment agreement entered into by the parties as of December 1, 2000
("Original Agreement").

PRELIMINARY STATEMENT

The parties, for their mutual benefit, now wish to amend the Original Agreement.
Capitalized terms herein used which are not herein defined shall have the
respective meanings ascribed to them in the Original Agreement. All references
to the term "Agreement" in the Original Agreement shall be deemed to include all
of the terms and conditions of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1.       AMENDMENT. The parties agree to the following amendments to the
         Original Agreement:

         a.       Section 4 of the Original Agreement is hereby deleted and
                  replaced in its entirety by the following:

                  "1. Compensation. Commencing January 1, 2001, Employee will
                  receive a base salary of $250,000 per year, payable at the
                  intervals regularly established for payment of salaries by
                  Employer. Such base salary will be increased to $275,000 on
                  January 1, 2002, and to $300,000 on January 1, 2003. The
                  Employee shall also be entitled to participate in the
                  Employer's executive Bonus Plan. Employee shall also receive
                  stock options for 125,000 shares of Employer's common stock
                  pursuant to Employer's Amended and Restated Stock Option Plan
                  (the "Plan"), effective as of November 21, 2000. Such options
                  shall be granted at the market price as of the date of grant
                  and shall be evidenced by the Employer's standard Option
                  Agreement with the following modifications: (i) such options
                  shall be exercisable annually over a two-year period, based on
                  Employee's continued employment with the Employer; and (ii) in
                  the event that upon a Change of Control (defined below)
                  transaction, any surviving corporation refuses to assume or
                  continue such options, or to substitute similar options for
                  such options then outstanding under the Plan, the Option
                  Agreement shall provide for immediate acceleration of all such
                  options that are then unvested."


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         b.       Section 7(d)(iv) ((d)(iv) of Confidential Information and
                  Noncompetition) of the Original Agreement is hereby deleted
                  and replaced in its entirety by the following:

                  "(i) Directly or indirectly disclose to any other person,
                  entity, partnership, or corporation the names of past or
                  present customers of Employer, or of any related company. The
                  parties agree that the names of these customers are
                  confidential and proprietary and constitute trade secrets of
                  Employer within the meaning of C.R.S. Section 8-2-113(2)(b)
                  and C.R.S. Section 7-74-102(4)."

         c.       Section 8(g) (Advisory Services) of the Original Agreement is
                  hereby deleted and replaced in its entirety by the following:

                  "(g) Advisory Services. Subsequent to the Date of Termination,
                  Employee agrees to be available to Employer for reasonable
                  advisory services for a period of one year."

         d.       Section 9(c)(ii) (After Change of Control) of the Original
                  Agreement is hereby deleted and replaced in its entirety by
                  the following:

                  "(ii) After Change of Control. If, after a Change of Control
                  (as defined below), Employer terminates Employee's employment
                  other than for Cause, or the Employee terminates his
                  employment for Good Reason, the Employer shall pay to the
                  Employee the following amounts: (A) the Employee's Earned
                  Salary; (B) a cash amount (the "Severance Amount") equal to
                  three times the Employee's then-current annual base salary;
                  and (C) the Accrued Obligations."

                           The Earned Salary shall be paid in accordance with
                  the Employer's regular payroll practices. The Severance Amount
                  shall be paid in one lump sum within thirty (30) days after
                  the Date of Termination."

         e.       Section 9(c)(iii) (Benefits) of the Original Agreement is
                  hereby deleted and replaced in its entirety by the following:

         f.       "(iii) Benefits.  For any termination of employment under this
                  paragraph 9(c), the Employee (and, to the extent applicable,
                  his dependents) shall be entitled, for one year, to continue
                  participation in Employer's health plan. During this period,
                  to the extent any such benefits cannot be provided under the
                  terms of the applicable health plan, the Employer shall make
                  COBRA payments sufficient to provide Employee and Employee's
                  family with an equivalent level of coverage as existed prior
                  to the Date of Termination."Section 10(a)(iii) (Section (iii)
                  of Change of Control Defined) of the Original Agreement is
                  hereby deleted and replaced in its entirety by the following:


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                  "(iii) the stockholders of the Employer approve (A) a
                  dissolution, liquidation or sale of substantially all of the
                  assets of the Company; (B) a merger or consolidation in which
                  the Company is not the surviving corporation; or (C) a reverse
                  merger in which the Company is the surviving corporation but
                  the shares of the Company's common stock outstanding
                  immediately preceding the merger are converted by virtue of
                  the merger into other property, whether in the form of
                  securities, cash or otherwise ((A) - (C) defined as a
                  "Corporate Event")."

2.       COUNTERPARTS.  This Amendment may be executed in counterparts, and by
         each party wherever such party is located, and delivered by facsimile
         telephonic transmission, and such execution and delivery shall be
         legally binding on the parties to the same extent as if original
         signatures in ink were delivered in person.

3.       NO OTHER AMENDMENTS. Except as herein set forth, the Original Agreement
         has not been modified and, as amended by this Amendment, remains of
         full force and effect. To the extent there are any inconsistencies or
         ambiguities between the specific subject matter of this Amendment and
         the Original Agreement, the terms of this Amendment shall supersede the
         Original Agreement.



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IN WITNESS OF THIS AMENDMENT WHEREOF, the parties have executed this Amendment
as of the day and year first above written.




EMPLOYER:                                    AMERICAN COIN MERCHANDISING, INC.,
                                             d/b/a SUGARLOAF CREATIONS, INC.


                                             By: /s/ John A. Sullivan
                                                --------------------------------
                                                John A. Sullivan
                                                Its: Chairman


EMPLOYEE:                                       /s/ Randall J. Fagundo
                                                --------------------------------
                                                Randall J. Fagundo


                                             Address: 1335 Swallow Court
                                                      Boulder, Colorado 80301



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