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                                                                   EXHIBIT 10.64


                              AMENDED AND RESTATED
                         EXECUTIVE EMPLOYMENT AGREEMENT


         THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, dated as of
September 30, 2002 (this "AGREEMENT"), between AMERICAN COIN MERCHANDISING,
INC., d/b/a SUGARLOAF CREATIONS, INC. (hereinafter called "EMPLOYER") and
RANDALL J. FAGUNDO (hereinafter called "EMPLOYEE"), amends and restates in its
entirety that certain Executive Employment Agreement, dated as of December 1,
2000, as amended by the First Amendment thereto, dated as of July 31, 2001 (as
amended, the "ORIGINAL AGREEMENT").

         1. Introduction. Employer desires to retain the continued services and
employment of Employee, and Employee desires to perform such services and
continue such employment from Employer, upon the terms and conditions set forth
herein. Therefore, in consideration of the mutual covenants and agreements
contained herein, the parties to this Agreement do hereby agree to the terms and
conditions set forth in this Agreement.

         2. Term. Employer hereby employs Employee to render services to
Employer as its President and Chief Executive Officer from January 1, 2001
through and including December 31, 2004 (the "TERM"). The Term shall be
automatically extended for successive one-year periods unless either party
provides written notice at least 90 days prior to the end of the then current
term of such party's election not to extend the Term.

         3. Services. Employee hereby accepts employment under this Agreement
and agrees to devote one hundred percent (100%) of his full business time and
attention (except for permitted vacation periods) to the business and affairs of
Employer, as such business and affairs now exist and as they may be hereafter
changed or added to, under and pursuant to the general direction of the Board of
Directors of Employer (the "BOARD"). Employer shall retain full direction and
control of the means and methods by which Employee performs the services for
which he is employed.

         4. Compensation. Commencing January 1, 2001, Employee will receive a
base salary ("BASE SALARY") at the rate of $250,000 per year, payable at the
intervals regularly established for payment of salaries by Employer. Such Base
Salary will be increased to the rate of $275,000 per year on January 1, 2002, to
the rate of $300,000 per year on January 1, 2003, and to the rate of $325,000
per year on January 1, 2004. Employee shall also be entitled to receive at the
end of each calendar year an annual bonus in an amount equal to up to 100% of
the Base Salary paid to Employee during such calendar year, which bonus will be
determined by the Board based upon the achievement of certain performance goals
established by the Board, in its sole discretion, at the beginning of such
calendar year (the "DISCRETIONARY ANNUAL BONUS").



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         5. Benefits.

                  a. During the period of employment under this Agreement,
Employee shall be entitled to receive all other benefits of employment generally
available to other employees in executive positions with Employer when and as
said Employee becomes eligible for those benefits, in accordance with the
general policy of Employer, including but not limited to, sick leave, paid
holidays, life insurance, health insurance, 401(k) plan, 125 cafeteria package
and participation in any employee stock option or stock purchase plans.

                  b. Employee shall be entitled to the same number of weeks
vacation during each calendar year of employment as generally available to other
employees in similar positions with Employer. Employee shall accrue days of paid
vacation in accordance with Employer's policy on vacation, as that policy is
applied to other employees who hold similar positions and who have been employed
by Employer as long as Employee. Employee shall use reasonable efforts to take
all such accrued vacation days at times which shall not interfere with the
normal business operations of Employer.

                  c. Employer will provide Employee with an automobile allowance
for leasing a motor vehicle in an amount consistent with past practices with
respect to Employee, and as adjusted for inflation. If Employee should leave
employment of Employer for any reason prior to the expiration of such lease,
Employee shall have the option to assume all obligations under the lease or to
return the vehicle to Employer.

                  d. Employee shall be reimbursed by Employer for reasonable
travel and other business expenses incurred by Employee in the performance of
his duties under this Agreement, in accordance with the general policy of
Employer.

         6. Equity Participation. Employee shall be granted options to purchase
138,900 shares of Common Stock of ACMI Holdings, Inc., the parent of Employer,
pursuant to the ACMI Holdings, Inc. 2002 Stock Option Plan and upon the terms
set forth in the Stock Option Agreement of even date.

         7. Board Membership. Employer shall use its best efforts to cause
Employee to be elected to the Board during the entire period of the Term.

         8. Employer's Authority. Employee agrees to observe and comply with the
rules and regulations of Employer as adopted by Employer's Board, either orally
or in writing, respecting performance of Employee's duties and to carry out and
perform orders, directions, and policies stated by Employer to Employee, from
time to time, either orally or in writing; provided, however, that Employee
shall only be obligated to comply with legal and ethical rules, regulations,
orders, directions and policies of Employer.

         9. Confidential Information and Noncompetition.

                  a. Employee realizes that during this Agreement, Employee will
produce and/or will have access to confidential memoranda, notes, information,
records, maps, research results, business projections, business and research
notebooks, data, formulae, specifications, trade secrets, customer lists,
inventions and processes of Employer, and other information of a confidential
nature (collectively, "CONFIDENTIAL INFORMATION"). Confidential Information
shall not include any information that (i) has become publicly known through no
wrongful act or



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breach of any obligation of confidentiality on the part of Employee; or (ii) was
rightfully received by Employee on a non-confidential basis from a third party
(provided that such third party is not known to Employee after reasonable
inquiry to be bound by a confidentiality agreement with Employer or another
party).

                  b. Both during the term of this Agreement and subsequent to
its termination, Employee agrees to hold all Confidential Information in
confidence and not to disclose, and not directly or indirectly to use, copy,
digest or summarize, any Confidential Information, except as required by law and
to the extent Employee reasonably believes is necessary to carry out Employee's
responsibilities as directed or authorized by Employer and, after termination of
Employee's employment hereunder, as specifically authorized in writing by
Employer.

                  c. All records in whatsoever form and in whatsoever medium
recorded, and any and all copies thereof (including volatile electronic or
magnetic signals), relating to Employer's business that Employee shall prepare,
or use, or come into contact with in the course of his executing his duties
under this Agreement, shall be and remain the sole property of Employer and
shall not be removed from Employer's premises except as Employee reasonably
believes is necessary to carry out Employee's responsibilities as directed and
authorized by Employer; and the same shall be returned promptly to Employer upon
termination of Employee's employment relationship with Employer or upon
Employer's request. Upon termination of Employee's employment with Employer,
Employer shall, at Employee's request, promptly return to Employee any equipment
or other materials owned by Employee then being used by or then in the
possession of Employer.

                  d. Employee agrees that he possesses or will possess
knowledge, skills and reputation in the industry in which Employer operates
which are of material importance to Employer, and which are special, unique and
extraordinary. Employee acknowledges that the loss of his services, or the use
of his services by a competitor, may cause irreparable harm to Employer.
Therefore, during the term hereof and during periods set forth in Subsection (e)
hereof following termination of Employee's employment hereunder for any reason,
with or without Cause, Employee, individually and personally, shall not do any
of the following unless specifically authorized by Employer's Board:

                           (i) Canvass, solicit, or accept any business in the
         Industry from any present or past customer of Employer or any related
         company, if the customer is located in the United States (the
         "TERRITORY").

                           (ii) Aid or assist any other person, entity,
         partnership, or corporation in any effort to canvass, solicit, or
         accept any business in the amusement vending machine business or
         industry (the "INDUSTRY") from any past or present customers of
         Employer or of any related company, if the customer is located within
         the Territory.

                           (iii) Directly or indirectly request or advise any
         past or present customer of Employer, or any past, present, or possible
         future customer of any



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         related companies to withdraw, curtail, cancel, or not undertake
         business in the Industry with any related company, if the customer is
         located within the Territory.

                           (iv) 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).

                           (v) Suggest, solicit, or encourage any employee of
         Employer or any related company to leave the employment of such entity
         or disparage Employer or any related company or their conditions of
         employment; or disclose to any other person, entity, partnership, or
         corporation the names of employees of Employer or any related company.

                           (vi) Directly or indirectly establish, as manager,
         employee or owner of greater than 1% of the outstanding ownership
         interest, or participate in an enterprise competitive with any business
         which is conducted at any time during the term of this Agreement by
         Employer or any related company, and which business is in the Industry
         and in the Territory.

                           (vii) Provide any product, service, financing, aid,
         or assistance of any kind for any person, entity, partnership,
         association, or corporation which is competitive with any business
         which is conducted at any time during the term of this Agreement by
         Employer or any related company, and which business is in the Industry
         and in the Territory.

                           (viii) Compete in any manner with any business which
         is conducted at any time during the term of this Agreement by Employer
         or any related company, and which business is in the Industry and in
         the Territory.

                  e. The periods for which the non-competition provisions set
forth in Subsection (d) apply are as follows:

                           (i) In the event Employee's employment terminates
         because of Disability (as provided in Section 10(a)) or Employee's
         Voluntary Termination without Good Reason (as provided in Section
         10(b)), or is terminated by Employer for Cause (as provided in Section
         10(c)), for the greater of: (A) the remainder of the Term and (B) two
         (2) years from the Date of Termination (as defined in Section 10(f)).

                           (ii) In the event Employee's employment is terminated
         by Employer without Cause or is terminated by Employee for Good Reason
         pursuant to Section 10(d), for the greater of (A) one (1) year from the
         Date of Termination, and (B) such period determined by the Board,
         provided that such period shall not exceed the period of time
         represented by the remainder of the Term, and provided further that
         Employer shall continue to pay to Employee during such period
         Employee's Base Salary at the rate in effect on the Date of
         Termination.



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                           (iii) Notwithstanding Section 9(e)(ii), in the event
         Employee's employment is terminated by the Employee for Good Reason (as
         provided in Section 10(d) hereof) in anticipation of, or within one (1)
         year after, a Change of Control (as provided in Section 12 hereof),
         three (3) years after the Employee's Date of Termination.

                           (iv) In the event that this Agreement is not renewed
         or extended at the end of the Term, for a period of one (1) year from
         the end of the Term.

         10. Termination.

                  a. Death or Disability. This Agreement shall terminate
automatically upon Employee's death or termination due to "DISABILITY." For
purposes of this Agreement, Disability shall mean Employee's inability to
perform the duties of his position, as determined in accordance with the
policies and procedures applicable with respect to Employer's term disability
plan, then in effect.

                  b. Voluntary Termination. Notwithstanding anything in this
Agreement to the contrary, Employee may, upon not less than 30 days' written
notice to Employer, voluntarily terminate his employment for any reason;
provided, however, that any termination by Employee pursuant to Section 10(d) on
account of Good Reason (as defined therein) shall not be treated as a voluntary
termination under this Section 10(b).

                  c. Cause. Employer may terminate Employee's employment for
Cause. For purposes of this Agreement, "CAUSE" means (i) Employee's continued
failure to follow reasonable directions of the Board for a period of ten (10)
days after the Board has provided written notice to Employee specifying such
directions, provided that the foregoing failure shall not be "Cause" if
Executive in good faith believes that such direction is illegal and promptly so
notifies the Board, (ii) Employee's conviction of a felony or the entering by
Employee of a plea of nolo contendere to a felony charge, (iii) substantial and
continuing willful refusal by Executive to perform the duties required of him
under his employment agreement (other than any such failure resulting from
incapacity due to physical or mental illness) after a written demand for
substantial performance is delivered to Executive by the Board or a more senior
officer of the Company which specifically identifies the manner in which it is
believed that Executive has substantially and continually refused to perform him
duties hereunder, or (iv) the use of illegal drugs or the persistent excessive
use of alcohol which impairs Employee's ability to perform his duties hereunder
or results in conduct bringing Employer or any of its subsidiaries into
substantial public disgrace or disrepute. Any dispute regarding whether
Employee's employment has been terminated for Cause shall be submitted for
resolution to binding arbitration to be held in Denver, Colorado in accordance
with the National Rules for the Resolution of Employment Disputes (except as
modified below) of the American Arbitration Association (collectively, the
"Rules"). Such arbitration shall be conducted by a single arbitrator selected in
accordance with the Rules who is experienced in deciding employment termination
cases. In any such arbitration, pre-arbitration discovery shall be limited to
the greatest extent provided by the Rules, and the arbitrator shall be
instructed to make his or her award in writing no more than 30 days following
the end of the proceeding. Any award rendered by the arbitrator shall be final
and binding and judgment may be entered on it in any court of competent
jurisdiction. The parties agree to treat



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as confidential the results of any arbitration (including, without limitation,
any findings of fact and/or law made by the arbitrator) and not to disclose such
results to any person.

                  d. Good Reason.

                           (i) (A) The assignment to Employee of any duties
         inconsistent in with Employee's position, authority or responsibilities
         with Employer as contemplated in Sections 2 and 3 of this Agreement, or
         (B) any other material adverse change in such position (not including
         changes in title), authority or responsibilities;

                           (ii) Any failure by Employer to comply with any of
         the provisions of this Agreement, other than an insubstantial or
         inadvertent failure remedied by the Employer promptly after receipt of
         notice thereof given by Employee;

                           (iii) Employer requiring Employee to be based at any
         office or location more than ten (10) miles from that location at which
         he performed his services immediately prior to the Change of Control;

                           (iv) Employee's failure to serve on the Board during
         the Term for any reason other than Employee's Disability or
         resignation; or

                           (v) Any other material breach of this Agreement by
         Employer.

                  e. Notice of Termination. Any termination by Employer for
Cause or by Employee for Good Reason shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 18. For
purposes of this Agreement, a "NOTICE OF TERMINATION" means a written notice
given within a reasonable time after the event or action believed to constitute
the reason for giving notice.

                  f. Date of Termination. For the purpose of this Agreement, the
term "DATE OF TERMINATION" means (i) in the case of termination for which a
Notice Termination is required, the date of receipt of such Notice of
Termination or, if later, the date specified therein up to ninety (90) days
after receipt, as the case may be, and (ii) in all other cases, the actual date
on which Employee's employment terminated during the Employment Period.

                  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, not to exceed 20 hours per month.

         11. Obligations of Employer upon Termination.

                  a. Death or Disability. If Employee's employment is terminated
during the Term of this Agreement by reason of Employee's death or Disability,
this Agreement shall terminate without further obligations to Employee or
Employee's legal representatives under this Agreement other than those
obligations accrued hereunder through the Date of Termination and Employer shall
pay to Employee (or his beneficiary of estate) (i) Employee's accrued but unpaid
Base Salary, Annual Discretionary Bonus, if any, and accrued Base Salary with
respect to any



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vacation days accrued but not taken through the Date of Termination (the "EARNED
SALARY") in cash in a single lump sum as soon as practicable, but in no event
more than ten (10) days, following the Date of Termination, (ii) a cash amount
equal to one (1) times Employee's then-current Base Salary payable, (A) in the
case of death, in a single lump sum as soon as practicable, but in no event more
than thirty (30) days, following the Date of Termination, and (B) in the case of
Disability, over the one (1) year period following the Date of Termination in
accordance with Employer's usual payroll practices, provided that amounts
received by Employee (or his successors in interest) from life or disability
insurance provided at the expense of Employer shall reduce Employer's obligation
under this Section 11(a)(ii) to the extent of such payment, (iii) any vested
amounts or vested benefits owed to Employee under Employer's otherwise
applicable employee benefit plans and programs, and not yet paid by Employer
(the "ACCRUED OBLIGATIONS"), and (iv) any other benefits payable due to
Employee's death or Disability under Employer's plans, policies or programs (the
"ADDITIONAL BENEFITS").

                  b. Cause and Voluntary Termination. If Employee's employment
shall be terminated for Cause or voluntarily terminated by Employee without Good
Reason, Employer shall pay to Employee (i) the Earned Salary in cash in a single
lump sum as soon as practicable, but in no event more than ten (10) days,
following the Date of Termination, and (ii) the Accrued Obligations in
accordance with the terms of the applicable plan, program or arrangement.

                  c. Termination by Employer other than for Cause and
Termination by Employee for Good Reason.

                           (i) Generally. If Employer terminates Employee's
         employment other than for Cause, Employer shall pay to Employee the
         following amounts: (A) Employee's Earned Salary in cash in a single
         lump sum as soon as practicable, but in no event more than ten (10)
         days, following the Date of Termination; (B) a cash amount (the
         "SEVERANCE AMOUNT") equal to Employee's then-current annual Base Salary
         over the period (the "Non-Compete Period") during which Employee's
         non-competition provisions apply under Section 9(e)(ii) hereof; and (C)
         the Accrued Obligations in accordance with the terms of the applicable
         plan, program or arrangement. The Severance Amount shall be paid in
         monthly installments over the Non-Compete Period in accordance with
         Employer's regular payroll practices.

                           (ii) Change of Control;. Payment and Repayment. If,
         in anticipation of, or within one (1) year after, a Change of Control
         (as defined in Section 12), Employer terminates Employee's employment
         other than for Cause, or Employee terminates his employment for Good
         Reason, then Employer shall pay to Employee the following amounts in
         cash in a single lump sum on the Date of Termination: (A) Employee's
         Earned Salary; B) the Accrued Obligations in accordance with the terms
         of the applicable plan, program or arrangement; and (C) a "Change of
         Control Termination Payment" equal to (i) three (3) times Employee's
         then-current Base Salary, plus (ii) three (3) times the greater of (x)
         Employee's actual Annual Discretionary Bonus earned in respect of the
         calendar year during which the Date of Termination occurs, (y)
         Employee's actual Annual Discretionary Bonus earned in respect of the
         calendar year immediately prior to the year in which the Date of
         Termination occurs, or (z) the average of Employee's Annual
         Discretionary Bonus for the three calendar years immediately prior



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         to the year in which the Date of Termination occurs. In the event the
         Employee breaches the non-competition provisions set forth in Section 9
         at any time before the expiration of the three (3) year period provided
         in Section 9(e)(iii), Employee agrees to immediately repay to Employer
         that portion of the Change of Control Termination Payment that accrues
         beginning on the date such breach has been determined to occur through
         the date of the termination of such breach, assuming a ratable daily
         accrual of the Change of Control Termination Payment over the three (3)
         year period.

                           (iii) Benefits. For any termination of employment
         under this Section 11(c), 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, 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.

                  d. Discharge of Employer's Obligations. Except as expressly
provided in the last sentence of this Section 11(d), the amounts payable to
Employee pursuant to this Section 11 (whether or not reduced pursuant to Section
11(e)) following termination of his employment shall be in full and complete
satisfaction of Employee's rights under this Agreement and any other claims he
may have in respect of his employment by Employer. Such amounts shall constitute
liquidated damages with respect to any and all such rights and claims and, upon
Employee's receipt of such amounts, Employer shall be released and discharged
from any and all liability to Employee in connection with this Agreement or
otherwise in connection with Employee's employment with Employer. Nothing in
this Section 11(d) shall be construed to release Employer from its commitment to
indemnify Employee and hold Employee harmless from and against any claim, loss
or cause of action arising from or out of Employee's performance as an officer,
director or employee of Employer or any of its subsidiaries or in any other
capacity, including any fiduciary capacity, in which Employee served at the
request of Employer to the maximum extent permitted by applicable law and the
governing documents of Employer. Employer affirms that Employee shall be
entitled to indemnification and advancement of expenses in accordance with the
terms and conditions of Employer's Certificate of Incorporation and By-Laws with
respect to all claims brought against Employee based upon or arising out of
Employee's actions or inaction as an officer or director of Employer or any of
its subsidiaries occurring prior to the Date of Termination. Moreover, Employer
shall maintain directors' and officers' liability insurance, which provides
coverage to Employee as a former officer or director of Employer or any of its
subsidiaries in substantially the same magnitudes and coverage as were in effect
on the date of this Agreement.

                  e. Limit on Payments by Employer.

                           (i) Application of Section 11(e). In the event that
         any amount or benefit paid or distributed to Employee pursuant to this
         Agreement, taken together with any amounts or benefits otherwise paid
         or distributed to Employee by Employer or any affiliated company
         (collectively, the "COVERED PAYMENTS"), would be an "excess parachute
         payment" as defined in Section 280G of the Internal Revenue Code of
         1986, as amended (the "CODE"), and would thereby subject Employee to
         the tax (the



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         "EXCISE TAX") imposed under Section 4999 of the Code (or any similar
         tax that may hereafter be imposed), the provisions of this Section
         11(e) shall apply to determine the amounts payable to Employee pursuant
         to this Agreement.

                           (ii) Calculation of Unreduced Amount and Payment Cap.
         Immediately (but in any event within ten (10) days) following delivery
         of any Notice of Termination, Employer shall notify Employee of the
         aggregate present value of all termination benefits to which he would
         be entitled under this Agreement and any other plan, program or
         arrangement as of the projected Date of Termination (the "UNREDUCED
         AMOUNT"), together with the projected maximum payments (determined as
         of such projected Date of Termination) that could be paid without
         Employee being subject to the Excise Tax (the "PAYMENT CAP." )

                           (iii) Imposition of the Payment Cap. If (A) the
         amount of the Payment Cap, is greater than (B) the amount of the
         Unreduced Amount less the Excise Tax payable in respect of the
         Unreduced Amount, then the Covered Payments shall be reduced in such
         amounts necessary to make the resulting Unreduced Amount equal to the
         amount of the Payment Cap, with the determination of which elements of
         the Covered Payments to be reduced being made by Employee.

                           (iv) Application of Section 280G. For purposes of
         determining whether any of the Covered Payments will be subject to the
         Excise Tax and the amount of such Excise Tax, (A) (x) whether Covered
         Payments are "parachute payments" within the meaning of Section 280G of
         the Code, and (y) whether there are "parachute payments" in excess of
         the "base amount" (as defined under Section 280G(b)(3) of the Code)
         shall be determined in good faith by Employer's independent certified
         public accountants appointed prior to the Change of Control Effective
         Date (the "ACCOUNTANTS") or based upon the advice of tax counsel
         selected by the Company, which tax counsel shall be reasonably
         satisfactory to Employee, and (B) the value of any non-cash benefits or
         any deferred payment or benefit shall be determined by the Accountants
         in accordance with the principles of Section 280G of the Code.

                           (v) Adjustments in Respect of the Payment Cap. If
         Covered Payments are reduced under this Section 11(e) (or this Section
         11(e) is determined not to be applicable to the Employee because the
         Accountants conclude that Employee is not subject to any Excise Tax)
         and it is established pursuant to a final determination of a court or
         an Internal Revenue Service proceeding (a "FINAL DETERMINATION") that,
         notwithstanding the good faith of the Employee and the Employer in
         applying the terms of this Agreement, the aggregate "parachute
         payments" within the meaning of Section 280G of the Code paid to the
         Employee or for his benefit are in an amount that would result in the
         Employee's being subject to an Excise Tax, then the provisions of
         Section 11(e)(iii) shall be applied to the results of the Final
         Determination, and the amount of any additional reduction called for
         under Section 11(e)(iii) (as recalculated to take into account the
         Final Determination) shall be deemed for all purposes to be a loan to
         the Employee made on the date of receipt of such excess payments, which
         the Employee shall have an obligation to repay to the Employer on
         demand, together with interest on such amount at the applicable federal
         rate (as defined



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         in Section 1274(d) of the Code) from the date of the payment hereunder
         to the date of repayment by the Employee, provided, however, that if
         Covered Payments have been reduced under this Section 11(e) and it is
         established following a Final Determination that the Unreduced Amount
         less the Excise Tax would be greater than the Payment Cap (as
         recalculated to take into account the Final Determination), then the
         Employer shall promptly thereafter pay the Employee the difference
         between the Payment Cap, and the Unreduced Amount, together with
         interest on such amount at the applicable federal rate (as defined in
         Section 1274(d) of the Code) from the original payment due date to the
         date of actual payment by the Employer.

                           (vi) Expenses. In the event of any dispute with the
         Internal Revenue Service concerning the imposition of any Excise Tax or
         any other matters subject to this Section 11(e), Employer shall
         reimburse Employee for his reasonable attorney's and accountant's fees
         incurred in connection with the negotiation, litigation or settlement
         of such dispute.

                  12. Change of Control.


                  a. Change of Control Defined. For the purposes of this
Agreement, a "Change of Control" shall be deemed to have occurred if:

                           (i) any Person (as defined in Subsection (b) hereof)
         has acquired, "beneficial ownership" (within the meaning of Rule 13d-3,
         as promulgated under Section 13(d) of the Securities Exchange Act of
         1934, as amended (the "EXCHANGE ACT")) of securities of Employer
         representing 50% of more of the combined voting power of Employer's
         securities; or

                           (ii) within any 24-month period, the persons who were
         directors of Employer immediately before the beginning of such period
         (the "INCUMBENT DIRECTORS") shall cease (for any reason other than
         death) to constitute at least a majority of the Board or the board of
         directors of any successor to Employer, provided that any director who
         was not a director at the beginning of such period shall be deemed to
         be an Incumbent Director if such director (A) was appointed by any of
         Wellspring Capital Management, LLC, Knightsbridge Holdings, LLC or any
         or their co-investors in the securities issued by Employer or (B) was
         elected to the Board by, or on the recommendation of or with the
         approval of, at least two-thirds of the directors who then qualified as
         Incumbent Directors either actually or by prior operation of this
         Section 12(a)(ii) and was not designated by a person who has entered
         into an agreement with Employer to effect a Corporate Event, as
         described in Section 12(a)(iii); or

                           (iii) the stockholders of 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").



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                  b. Person Defined. For purposes of this Section 12, "PERSON"
shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange
Act, as supplemented by Section 13(d)(3) of the Exchange Act; provided, however,
that Person shall not include (i) Employer or any subsidiary of Employer or (ii)
any employee benefit plan sponsored by Employer or any subsidiary of Employer.

         13. Assignment. This Agreement shall inure to the benefit of, and be
enforceable by, Employee, Employer and their respective successors and assigns;
provided that in no event shall Employee's obligations under this Agreement be
transferable by assignment or otherwise, nor shall Employee's rights hereunder
be subject to any encumbrance or claim of Employee's creditors. Nothing in this
Agreement shall prevent the consolidation of Employer with, or its merger into,
any other corporation, or the sale by Employer of all or substantially all of
its properties or assets, or the assignment by Employer of this Agreement and
the performance of its obligations hereunder to any affiliated company;
provided, however, that any such transaction, in whatever form, whether
accomplished directly, indirectly, and as one or a series of transactions, shall
not affect in any way the rights of Employee under this Agreement. This
Agreement is for the sole benefit of the parties hereto and shall not create any
rights in third parties other than Employee's spouse or beneficiary as expressly
set forth herein.

         14. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto in respect of the employment of Employee by Employer
and supersedes the Original Agreement and any other previous understandings or
agreements, whether written or oral, regarding such subject matter. The
provisions herein shall be regarded as divisible and so far as they are
covenants not to compete shall be operative to the extent both as to time and
area covered that they may be made so applicable, and if any of said provisions
or any part thereof are declared invalid or unenforceable, the validity and
enforceability of the remainder of such provisions or parts thereof and the
applicability thereof shall not be affected thereby.

         15. Governing Law and Enforcement. This Agreement and the rights and
obligations hereunder shall be governed by and construed in accordance with the
laws of the State of Colorado. This Agreement may be enforced in any court of
competent jurisdiction in Colorado and the prevailing party, if any, shall be
entitled to recover its reasonable attorneys' fees and expenses in addition to
any other damages.

         16. Non-Waiver. The failure of either party at any time to require
performance by the other party of any provision of this Agreement required to be
performed by such other party, will in no way affect the right of the such party
to require such performance at any time thereafter. The waiver by either party
of a breach by the other party of any provision of this Agreement shall in no
way be construed as a waiver of any succeeding breach of such provision or a
waiver of the provision itself.

         17. Remedy for Breach. The parties hereto agree that, in the event of
breach or threatened breach of any of the noncompetition covenants of this
Agreement or of any of the covenants respecting Confidential Information, or of
any of the provisions concerning restrictions on the rights and interest in
Employer, the damage or imminent damage to the value and the goodwill of
Employer's business shall be inestimable, and that therefore any remedy at law
or in damages shall be inadequate. Accordingly, the parties hereto agree that
Employer shall



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<PAGE>



be entitled to injunctive relief against Employee in the event of any breach or
threatened breach of any of such provisions by Employee, in addition to any
other relief (including damages) available to Employer under this Agreement or
under law.

         18. Notices. All notices and other communications hereunder shall be in
writing and shall be given by hand-delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

         If to the Employee:

                      1335 Swallow Court
                      Boulder, Colorado 80301

                      With a copy to:

                      Bartlit Beck Herman Palenchar & Scott
                      1899 Wynkoop Street
                      Suite 800
                      Denver, CO 80202
                      Attention: James L. Palenchar, Esq.

         If to the Employer:

                      AMERICAN COIN MERCHANDISING, INC.
                      5660 Central Avenue
                      Boulder, CO 80301
                      Attn: Chairman

                      With a copy to:

                      Morrison Cohen Singer & Weinstein, LLP
                      750 Lexington Avenue
                      New York, New York  10022
                      Attention:  David A. Scherl, Esq.


                  19. 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.




                            [SIGNATURE PAGE FOLLOWS]




                                       12
<PAGE>




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



                                    EMPLOYER:

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



                                    /s/ William F. Dawson
                                    --------------------------------------------
                                    William F. Dawson, Jr.
                                    Chairman of the Board

                                    EMPLOYEE:



                                    /s/ Randall J. Fagundo
                                    --------------------------------------------
                                    RANDALL J. FAGUNDO





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