AMENDMENT NO. 1
                                       to
                              EMPLOYMENT AGREEMENT



         This Amendment No. 1 to Employment Agreement ("Amendment No. 1") is
made as of December ____, 1998 between ABC Dispensing Technologies, Inc., a
Florida corporation (the "Company") and Charles M. Stimac, Jr. (the "Employee").

         WHEREAS, the Company and the Employee have entered into an Employment
Agreement dated as of March 1, 1997 (the "Original Agreement" and as amended
hereby the "Employment Agreement"); and

         WHEREAS, the Board of Directors of the Company have deemed it
appropriate to amend the Original Agreement to provide better tailored
incentives for the Employee,

         NOW, THEREFORE, the Company and the Employee, for good and valuable
consideration the receipt of which is hereby acknowledged, agree as follows:

         1.       All terms of the Original Agreement not expressly modified or
                  amended herein shall remain in full force and effect.

         2.       Employee shall receive additional compensation (the "Capital
                  Bonus") in an amount equal to 2% of the gross proceeds of the
                  sale by the Company of its capital stock or warrants to
                  purchase same between August 1, 1998 and June 30, 1999 if the
                  aggregate of such proceeds exceeds $1,000,000; provided that
                  (i) proceeds received by the Company as a result of the
                  conversion or exercise of a derivative security whether
                  outstanding on the date hereof or issued hereafter shall not
                  be considered as proceeds eligible for inclusion in the
                  computation of the Capital Bonus, (ii) to the extent such
                  gross proceeds exceed in the aggregate $3,000,000, the Capital
                  Bonus shall be 3% of the gross proceeds (for example, if the
                  Company raised $750,000, $1,500,000 or $3,400,000, the Capital
                  Bonus would be $0, $30,000 or $102,000, respectively), (iii)
                  proceeds of the sale of securities for which the Company pays
                  a commission to a person other than Employee shall not be
                  eligible for inclusion in the computation of the Capital
                  Bonus, (iv) proceeds received by the Company in a form other
                  than cash or other immediately available funds shall not be
                  eligible for inclusion in the computation of the Capital Bonus
                  and (v) for purposes of this provision, capital stock shall be
                  deemed to include preferred stock and common stock. The
                  Capital Bonus shall be paid to the Employee at the end of each
                  fiscal quarter of the Company based upon the proceeds of the
                  sale of the capital stock (or warrants to purchase same)
                  received during such fiscal quarter. In the event the
                  Employment Agreement is terminated for any reason other than
                  by the Company without cause (as specified in Section 5(b) of
                  the Original Agreement), the

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                  Employee's right to the Capital Bonus shall cease as of the
                  end of the fiscal quarter during which such termination
                  occurred. If the Employment Agreement is terminated by the
                  Company without cause (as specified in Section 5(b) of the
                  Original Agreement), the Employee shall continue to be
                  entitled to the Capital Bonus through June 30, 1999.

         3.       Reference is made to the warrants to purchase 300,000 shares
                  of common stock granted to Employee by the Board of Directors
                  on July 15, 1996, which included 100,000 warrants vesting upon
                  the earlier to occur of the expiration of ten (10) years from
                  the date of grant or such date that the price per share of the
                  Company's common stock has traded at a price of $5.00 or
                  better for ninety (90) consecutive days (the "$5 Warrants")
                  and 100,000 warrants vesting upon the earlier to occur of the
                  expiration of 10 years from the date of grant or the date the
                  price per share of the Company's common stock has traded at a
                  price of $10.00 or better for ninety (90) consecutive days
                  (the "$10 Warrants"). Effective immediately, the $5 Warrants
                  are hereby amended to vest upon the earlier to occur of July
                  15, 2006 or such date the price per share of the Company's
                  common stock has traded at a price of $3.00 or better for
                  ninety (90) consecutive days and the $10 Warrants are hereby
                  amended to vest upon the earlier to occur on July 15, 2006 or
                  the date the price per share of the Company's common stock has
                  traded at a price of $4.00 or better for ninety (90)
                  consecutive days. For purposes of this section, the Company's
                  common stock shall be deemed to trade for a particular day at
                  the closing price per share for such day as reported by the
                  NASDAQ or similar reporting service, or if no such closing
                  price is available, the average of the bid and asked for such
                  day. The per share prices described above shall be adjusted
                  appropriately for stock splits and dividends.

         4.       In addition to the other compensation provided for elsewhere
                  in this Employment Agreement, in the event of a Change of
                  Control (as defined below) followed by the termination of the
                  Employee's employment by the Company without cause (other than
                  due to disability or death), or a constructive termination
                  without cause, the Employee shall receive (within thirty (30)
                  days of the date of such termination) a lump sum payment of
                  twice the base salary and incentive compensation bonus
                  (exclusive of any Capital Bonus) received by the Employee
                  during or with respect to the last completed fiscal year of
                  the Company. For purposes of this Agreement, a "Change of
                  Control" shall occur if (i) any person or group of persons
                  (within the meaning of Section 13 or Section 14 of the
                  Securities Exchange Act of 1934, as amended) shall acquire
                  (other than directly from the Company) beneficial ownership
                  (within the meaning of Rule 13d-3 promulgated by the
                  Securities and Exchange Commission under said Act) of 20% or
                  more of the outstanding shares of common stock of the Company,
                  (ii) during any period of twelve (12) consecutive calendar
                  months, individuals who were directors of the Company on the
                  first day of such period (or who were appointed or nominated
                  for election as directors of the Company by at least a
                  majority of the individuals who were directors on the first
                  day of such

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                  period or who were so elected or appointed other than in
                  connection with an actual or threatened proxy contest) (the
                  "Incumbent Board") shall cease to constitute a majority of the
                  Board of Directors of the Company, or (iii) there is
                  consummation of a complete liquidation or dissolution of the
                  Company or a merger, consolidation or sale of all or
                  substantially all of the Company's assets (collectively, a
                  "Business Combination") other than a Business Combination in
                  which all or substantially all of the stockholders of the
                  Company receive 50% or more of the stock of the company
                  resulting from the Business Combination, at least a majority
                  of the Board of Directors of the resulting company were
                  members of the Incumbent Board and after which no person owns
                  20% or more of the stock of the resulting corporation, which
                  did not own such stock immediately before the Business
                  Combination. For purposes of this section, the term
                  "constructive termination without cause" shall mean the
                  termination by the Employee of his employment at his
                  initiative following the occurrence of any of the following
                  events without his consent (i) a reduction in the Employee's
                  then current Base Salary, bonus formula, or a material
                  reduction of any employee benefit or prerequisite enjoyed by
                  him (other than as part of an across-the- board reduction
                  applicable to all executive officers of the Company); (ii) the
                  failure to elect or re-elect the Employee to the Board of
                  Directors or the removal of him from such position; (iii) a
                  material diminution in the Employee's duties or the assignment
                  to the Employee of duties that are materially inconsistent
                  with his duties or which materially impair the Employee's
                  ability to function as Chief Executive Officer and President
                  of the Company; (iv) the relocation of the Company's principal
                  office, or the Employee's own office location, as assigned to
                  him by the Company to a location more than 50 miles from
                  Akron, Ohio; or (v) the failure of the Company to obtain the
                  assumption in writing of its obligation to perform the
                  Employment Agreement by any successor to all or substantially
                  all of the assets of the Company within fifteen (15) calendar
                  days after a merger, consolidation, sale or similar
                  transition.

         5.       Except as otherwise expressly provided in this Amendment No.
                  1, nothing herein shall be deemed to amend or modify any
                  provision of the Original Agreement which shall remain in full
                  force and effect. This Amendment No. 1 is not intended to be,
                  nor shall it be construed to create a novation.

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         6.       This Amendment No. 1 shall not become effective under
                  counterparts hereof shall have been executed and delivered by
                  each party hereto.

         IN WITNESS WHEREOF, the Company and the Employee have caused this
Amendment No. 1 to be executed, as of the day and year first above written.

                                            ABC DISPENSING TECHNOLOGIES, INC.


                                            By:_______________________________
                                            Name:
                                            Title:


                                            EMPLOYEE


                                            __________________________________
                                            Name:  Charles M. Stimac, Jr.


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