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Exhibit 10.9

                      INTERNATIONAL DISPENSING CORPORATION

                               AMENDED AND RESTATED

                               DIRECTOR OPTION PLAN*

     1.   PURPOSES OF THE PLAN. The purposes of this Director Option Plan are to
attract and retain the best available personnel for service as Outside
Directors(as defined herein) of the Company, to provide additional incentive to
the Outside Directors of the Company to serve as Directors, and to encourage
their continued service on the Board.

          All options granted hereunder shall be "nonqualified stock options."

     2.   DEFINITIONS. As used herein, the following definitions shall apply:

          (a)  "Board" means the Board of Directors of the Company.

          (b)  "Code" means the Internal Revenue Code of 1986, as amended.

          (c)  "Common Stock" means the Common Stock of the Company.

          (d)  "Company" means International Dispensing Corporation, a Delaware
corporation.

          (e)  "Continuous Status as a Director" means the absence of any
interruption or termination of service as a Director.

          (f)  "Director" means a member of the Board.

          (g)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          (h)  "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

               (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the National
Market of the National Association of Securities Dealers, Inc. Automated
Quotation ("Nasdaq") System, the Fair Market Value of a Share of Common Stock
shall be the closing sales price for such stock (or the closing bid, if no sales
were).

               (ii) If the Common Stock is quoted on Nasdaq (but not on the
National Market thereof) or regularly quoted by a recognized securities dealer
but selling prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low asked prices for the Common
Stock on the last market trading day prior to the day of determination, as
reported in The Wall Street Journal or such other source as the Board deems
reliable, or;

               (iii) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.

          (i)  "Option" means a stock option granted pursuant to the Plan.

          (j)  "Optioned Stock" means the Common Stock subject to an Option.

          (k)  "Optionee" means an Outside Director who receives an Option.

          (l)  "Outside Director" means a Non-Employee Director, as defined in
Rule 16b-3 of the General Rules and Regulations under the Exchange Act.

          (m)  "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

          (n)  "Plan" means this Director Option Plan.

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*    The original Plan was approved by the Board of Directors of the Company on
April 2, 1998 and ratified by the stockholders on July 9, 1998. Amendments to
the original Plan to (a) increase from 250,000 to 450,000 the maximum aggregate
number of shares of the Company's Common Stock which may be optioned and sold
under the Plan and (b) change the amount of options automatically granted from
time to time to Outside Directors as set forth in Section 4(b)(iii) were
approved by the directors on April 13, 1999 and ratified by the stockholders on
June 18, 1999.

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          (i)  "Share" means a share of the Common Stock, as adjusted in
accordance with Section 10 of the Plan.

          (o)  "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Internal Revenue Code of
1986.

    3.    SHARES SUBJECT TO THE PLAN. Subject to the provisions of Section 10 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 450,000 Shares (the "Pool") of Common Stock. The Shares may be
authorized but unissued, or reacquired Common Stock.

          If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan.

    4.    ADMINISTRATION OF AND GRANTS OF OPTIONS UNDER THE PLAN.

          (a) ADMINISTRATION.  The Plan shall be administered by a committee
(the "Committee") comprised of the Chairman of the Board of the Company and/or
by such other person or persons designated by him. Subject to the express
provisions of the Plan, the Committee shall have authority to (i) interpret the
Plan; (ii) prescribe, amend and rescind rules and regulations regulating it;
(iii) except as set forth in Section 4(b), determine the individuals to whom and
the time or times at which Options shall be granted, the number of shares
subject to each of such Options, the duration of such Options and the number of
installments, if any, in which each such Option may be exercised; and (iv) make
all other determinations necessary or advisable for the administration of the
Plan. The Committee's determination on the matters referred to in this Plan
shall be final, conclusive and binding upon all Optionees. No member of the
Committee shall be liable for any action, failure to act, determination or
interpretation made in good faith with respect to the Plan or any transaction
under the Plan. The Committee may act by the vote of a majority of its members
present at a meeting, provided that at least 50% of such Committee members are
in attendance at such meeting, or by unanimous written consent. The Committee
shall keep a record of its proceedings and acts and shall keep or caused to be
kept such books and records as may be necessary in connection with the proper
administration of the Plan.

          (b) PROCEDURE FOR GRANTS.  The provisions set forth in this Section
4(b) shall not be amended more than once every six months, other than to comport
with changes in the Code, the Employee Retirement Income Security Act of 1974,
as amended, or the rules thereunder. Except as set forth in Section 4(b)(vi),
all grants of Options to Outside Directors under this Plan shall be automatic
and non-discretionary and shall be made strictly in accordance with the
following provisions:

               (i) On the Effective Date (as hereinafter defined) each person
who is an incumbent Outside Director on the Effective Date (each an "Incumbent
Outside Director") shall be granted options to purchase such number of Shares as
shall be specified in a resolution of the Board of Directors of the Company (the
"Incumbent Director Options").

               (ii) Each Outside Director other than an Incumbent Outside
Director shall be automatically granted an Option to purchase 5,000 Shares (the
"First Options") on the date such person first becomes a Director, whether
through election by the shareholders of the Company or appointment by the Board
to fill a vacancy.

               (iii) After either the Incumbent Director Options or the First
Options have been granted to an Outside Director, then provided that he or she
is then serving as a Director, such Outside Director shall thereafter be
automatically granted an Option to purchase 20,000 Shares (a "Subsequent
Option") on each anniversary of the date such Outside Director was first elected
as a Director.

               (iv) The terms of a First Option or Incumbent Director Option
granted hereunder shall be as follows:

                     (A) the term of the First Option or Incumbent Director
Option shall be ten years.

                     (B) the First Option or Incumbent Director Option shall be
exercisable only while the Outside Director remains a Director of the Company,
except as set forth in Section 8 hereof.

                     (C) the exercise price per Share shall be 100% of the Fair
Market Value per Share on the date of grant of the First Option or Incumbent
Director Option.

                     (D) the First Option or Incumbent Director Option shall
become exercisable in installments cumulatively as to 33 1/3% of the Shares
subject to the First Option or Incumbent Director Option on each anniversary of
its date of grant.

               (v) The terms of a Subsequent Option granted hereunder shall be
as follows:

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                     (A) the term of the Subsequent Option shall be ten years.

                     (B) the Subsequent Option shall be exercisable only while
the Outside Director remains a Director of the Company, except as set forth in
Section 8 hereof.

                     (C) the exercise price per Share shall be 100% of the Fair
Market Value per Share on the date of grant of the Subsequent Option.

                     (D) the Subsequent Option shall become exercisable as to
33 1/3 % of the Shares subject to the Subsequent Option on each anniversary of
its date of grant.

               (vi) In addition to the Incumbent Director Options, First Options
and Subsequent Options, the Committee may grant to Outside Directors additional
Options ("Discretionary Options"). The Committee shall determine the duration
(not to exceed ten years from the date on which said Option is granted) of such
Discretionary Option, the exercise price of such Discretionary Option, and
number of installments, if any, in which each Discretionary Option may be
exercised.

               (vii) In the event that any Option granted under the Plan would
cause the number of Shares subject to outstanding Options plus the number of
Shares previously purchased under Options to exceed the Pool, then the remaining
Shares available for Option grant shall be granted under Options to the Outside
Directors on a pro rata basis. No further grants shall be made until such time,
if any, as additional Shares become available for grant under the Plan through
action to increase the number of Shares which may be issued under the Plan or
through cancellation or expiration of Options previously granted hereunder.

    5.    ELIGIBILITY. Options may be granted only to Outside Directors. Except
as set forth in Section 4(b)(vi), all Options shall be automatically granted in
accordance with the terms set forth in Section 4 hereof.

             The Plan shall not confer upon any Optionee any right with respect
to continuation of service as a Director or nomination to serve as a Director,
nor shall it interfere in any way with any rights which the Director or the
Company may have to terminate his or her directorship at any time.

    6.    TERM OF PLAN. The Plan shall be effective as of April 2, 1998 (the
"Effective Date"), the date on which it was approved by the Board. However,
notwithstanding any other provisions contained herein, the Plan and all Options
granted under the Plan shall be void if the Plan is not approved at the next
Annual Meeting of Stockholders by the holders of a majority of the outstanding
voting stock of the Company (voting as a single class) present, or represented,
and entitled to vote at a meeting of such stockholders duly held in accordance
with the Delaware General Corporation Law. No Option issued under the Plan shall
become exercisable in whole or in part until the Plan is so approved by
stockholders.

    7.    FORM OF CONSIDERATION. The purchase price of the Common Stock upon
exercise of an Option shall be paid in full at the time of exercise (i) in cash
or by certified or cashier's check payable to the order of the Company, (ii) by
cancellation of indebtedness owed by the Company to the Director, (iii) by
delivery of shares of Common Stock already owned by, and in the possession of
the Director, (iv) if authorized by the Board or if specified in the Option
being exercised, by a promissory note made by the Director in favor of the
Company, subject to terms and conditions determined by the Board, secured by the
Common Stock, issuable upon exercise, and in compliance with applicable law
(including, without limitation, state, corporate and federal requirements), (v)
by any combination thereof, or (vi) in such other manner as the Board may
specify in order to facilitate the exercise of Options by the holders thereof.
Shares used to satisfy the exercise price of an Option shall be valued at their
Fair Market Value.

    8.    EXERCISE OF OPTION.

          (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option
granted hereunder shall be exercisable at such times as are set forth in Section
4 hereof.

          An Option may not be exercised for a fraction of a Share.

          An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may consist of any consideration and method of payment
allowable under Section 7 of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a shareholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the

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Option. A share certificate for the number of Shares so acquired shall be issued
to the Optionee as soon as practicable after exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 10 of the Plan.

          Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

          (b) RULE 16b-3. Options granted to Outside Directors must comply with
the applicable provisions of Rule 16b-3 promulgated under the Exchange Act or
any successor thereto and shall contain such additional conditions or
restrictions as may be required thereunder to qualify for the maximum exemption
from Section 16 of the Exchange Act with respect to Plan transactions.

          (c) TERMINATION OF CONTINUOUS STATUS AS A DIRECTOR. In the event an
Optionee's Continuous Status as a Director terminates (other than upon the
Optionee's death or total and permanent disability (as defined in Section
22(e)(3) of the Code)), the Optionee may exercise his or her Option, but only
within three months from the date of such termination, and only to the extent
that the Optionee was entitled to exercise it at the date of such termination
(but in no event later than the expiration of its ten year term). To the extent
that the Optionee was not entitled to exercise an Option at the date of such
termination, and to the extent that the Optionee does not exercise such Option
(to the extent otherwise so entitled) within the time specified herein, the
Option shall terminate.

          (d)  DISABILITY OF OPTIONEE. In the event Optionee's Continuous Status
as a Director terminates as a result of total and permanent disability (as
defined in Section 22(e)(3) of the Code), the Optionee may exercise his or her
Option, but only within twelve months from the date of such termination, and
only to the extent that the Optionee was entitled to exercise it at the date of
such termination (but in no event later than the expiration of its ten year
term). To the extent that the Optionee was not entitled to exercise an Option at
the date of termination, or if he or she does not exercise such Option (to the
extent otherwise so entitled) within the time specified herein, the Option shall
terminate.

          (e)  DEATH OF OPTIONEE. In the event of an Optionee's death, the
Optionee's estate or a person who acquired the right to exercise the Option by
bequest or inheritance may exercise the Option, but only within twelve months
following the date of death, and only to the extent that the Optionee was
entitled to exercise it at the date of death (but in no event later than the
expiration of its ten year term). To the extent that the Optionee was not
entitled to exercise an Option at the date of death, and to the extent that the
Optionee's estate or a person who acquired the right to exercise such Option
does not exercise such Option (to the extent otherwise so entitled) within the
time specified herein, the Option shall terminate.

    9.    NON-TRANSFERABILITY OF OPTIONS. An Option granted under the Plan
shall, by its terms, be nontransferable by the holder either voluntarily or by
operation of law, other than by will or the laws of descent and distribution and
shall be exercisable during the holder's lifetime only by the holder, regardless
of any community property interest therein of the spouse of the holder, or such
spouse's successors in interest. If the spouse of the holder shall have acquired
a community property interest in an Option, the holder, or the holder's
permitted successors in interest, may exercise the Option on behalf of the
spouse of the holder or such spouse's successors in interest.

    10.   ADJUSTMENTS.

          (a)  If the outstanding shares of Common Stock are increased,
decreased, changed into or exchanged for a different number or kind of shares or
securities of the Company through a reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split or other
similar transaction, an appropriate and proportionate adjustment shall be made
in the maximum number and kind of shares as to which Options may be granted
under this Plan. A corresponding adjustment changing the number or kind of
shares allocated to unexercised Options or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Any such
adjustment in the outstanding Options shall be made without change to the
aggregate purchase price applicable to the unexercised portion of the Option but
with a corresponding adjustment in the purchase price for each Share covered by
the Option.

          (b)  Notwithstanding the foregoing, the Board may provide in writing
in connection with such transaction for any or all of the foregoing alternatives
(separately or in

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combination); (i) for Options therefore granted to become immediately
exercisable; (ii) for the assumption by the successor corporation of the Options
theretofore granted or the substitution by such corporation for such Options or
new stock Options covering the stock of the successor corporation, or a parent
or subsidiary thereof, with appropriate adjustments as to the number and kind of
shares and prices; and (iii) for the continuance of the Plan by such successor
corporation in which event the Plan and the Options theretofore granted shall
continue in the manner and under the terms so provided.

          (c)  Adjustments under this Paragraph 10 shall be made by the Board,
whose determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding and conclusive. No fractional shares of stock
shall be issued under the Plan on any such adjustment.

      11. AMENDMENT AND TERMINATION OF THE PLAN.

          (a)  AMENDMENT AND TERMINATION. Except as set forth in Section 4, the
Board may at any time amend, alter, suspend, or discontinue the Plan, but no
amendment, alteration, suspension, or discontinuation shall be made which would
impair the rights of any Optionee under any grant theretofore made, without his
or her consent.

          (b)  EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not affect Options already granted except if such
amendment is required for compliance with Rule 16b-3 under the Exchange Act or
any provision under the Code, and such Options shall remain in full force and
effect as if this Plan had not been amended or terminated.

      12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for
all purposes, be the date determined in accordance with Section 4 hereof. Notice
of the determination shall be given to each Outside Director to whom an Option
is so granted within a reasonable time after the date of such grant.

      13. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

          As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

          Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

      14. RESERVATION OF SHARES. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

      15. OPTION AGREEMENT. Options shall be evidenced by written option
agreements in such form as the Board shall approve.

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