Exhibit 10.9


                JOINT SYSTEMS DEVELOPMENT AND MARKETING AGREEMENT

     THIS AGREEMENT is entered into as of October 1, 1997, between INTERNATIONAL
DISPENSING  CORPORATION,  a Delaware  corporation with principal  offices at 342
Madison Ave.,  Suite 1034,  New York, NY 10173 ("IDC"),  and PACKAGING  SYSTEMS,
LLC,  an  Illinois  limited  liability  company  with  principal  offices at 737
Oakridge Drive, Romeoville, Illinois 60446 ("PSL").

                                   BACKGROUND

     A. IDC  develops  and markets and has rights in certain  technologies  with
respect to one-way  valve/pump  applications  in the food and  beverage  product
industry;

     B. PSL develops,  owns, markets and has rights in certain technologies with
respect to container applications in the food and beverage product industry;

     C. IDC and PSL desire to develop, promote and market potential applications
combining their technologies in the Territory.

IN  CONSIDERATION  OF THE MUTUAL PROMISES AND COVENANTS  CONTAINED  HEREIN,  AND
OTHER GOOD AND  VALUABLE  CONSIDERATION,  THE RECEIPT  AND  ADEQUACY OF WHICH IS
HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:


1.   DEFINITIONS

     1.1  "Amortization  Amount" shall mean with respect to each  Component of a
Developed  Packaging  System,  the amount attributed by each of IDC and PSL for:
(i) all  development  costs  incurred  by each  of IDC  and  PSL  and  (ii)  the
amortization  of the cost of machinery and equipment  used in the  production of
such  component.  The  Amortization  Amount for each Component of each Developed
Packaging  System shall be set forth on a schedule for each Developed  Packaging
System which  schedule shall be signed by an authorized  representative  of each
party and be attached to this Agreement.

     1.2 "Component Profit Margin" shall mean, with respect to each Component of
a  Developed  Packaging  System  sold  to  a  particular  Customer,  the  amount
attributed to such Component in excess of the Direct Manufacturing  Expenses and
Amortization  Amount  and as set forth on a  schedule  which  schedule  shall be
signed by an  authorized  representative  of each party and be  attached to this
Agreement. Component Profit Margins may vary depending on the Customer.



<PAGE>

     1.3 "Component" shall mean the valve, pump, bag or container component of a
Developed Packaging System.

     1.4 "Customers" shall mean existing or new customers of IDC or PSL that are
makers,  users,  lessors,  sellers or  distributors  of (a) any food or beverage
product  intended  to  be  sold  to or  by  food  or  beverage  wholesale  price
discounters,  retailers and similar establishments that sell food or beverage to
consumers,  including, but not limited to, those who solicit by mail order, door
to door or multi-level marketing;  (b) any food or beverage product intended for
use in an industrial or commercial  place of business in the preparation of food
or  beverage  at such place of  business;  or (c) any food or  beverage  product
intended for use in an industrial or commercial  place of business by a customer
purchasing  food or beverage at such place of business for consumption on or off
the premises of such place of business.  Customers may include such "Bag-in-Box"
manufacturers as are jointly agreed upon by IDC and PSL. Customers explicitly do
not include any medical or  pharmaceutical  companies or any other  companies or
industries as are mutually agreed to in writing by the parties.

     1.5 "Developed  Packaging  Systems" shall have the meaning ascribed thereto
in Section 2.1 hereof.

     1.6  "Development  Project"  shall mean the  development  of any  Developed
Packaging System.

     1.7 "Direct Manufacturing Expenses" shall mean the itemized direct expenses
for each of IDC and PSL  associated  solely with the  manufacturing,  including,
without limitation,  costs of materials, of any Developed Packaging System to be
set  forth on a  schedule  which  schedule  shall  be  signed  by an  authorized
representative of each party and be attached to this Agreement.

     1.8 "Gravity Feed Valve" shall mean a dispensing  valve configured to allow
for a  continuous  flow of product  when  actuated,  due to the force of gravity
acting upon the  product/container,  and automatically  stop flow when actuation
ceases.

     1.9 "Gross Sales  Revenues"  shall mean the price received by either IDC or
PSL directly from the end user or  distributor,  as the case may be, on the sale
of any Developed Packaging System.

     1.10 "IDC  Patents"  shall  mean the  patents  listed on  Exhibit A annexed
hereto.

     1.11 "IDC Valve"  shall mean any  one-way  valve  including a Gravity  Feed
Valve or Vacuum Actuated Feed Valve owned by, patented by, whose patent has been
applied  for by,  assigned  to,  or under  development  by IDC or which has been
licensed or sublicensed to IDC.

     1.12 "Quick Discharge Pump" shall mean a mechanical pump configured to push
a dose of  product  through  a valve  and then  directly  or  indirectly  draw a
replenishment  of product out of an attached  container in  preparation  for the
next dispensing cycle.


                                        2

<PAGE>

     1.13 "PSL  Patents"  shall  mean the  patents  listed on  Exhibit B annexed
hereto.

     1.14 "Vacuum  Actuated  Vacuum Feed Valve" shall mean  patented  structures
that  define  the  ability  to use a pressure  reduction  to open a basic  valve
structure to allow flow and integrally or separately use a pressure reduction to
draw  product  through and out of a valve  structure.  These  structures  can be
configured  to  function  in a new and  discrete  type of valve  (i.e.  post-mix
system) or integral with a Gravity Feed Valve or Quick Discharge Pump.

     1.15  "Territory"  shall  mean the  United  States of  America or any other
territory that is mutually agreed to in writing by the parties.

2.   DEVELOPMENT

     2.1 Subject to the terms and conditions herein, IDC and PSL shall work with
one another to jointly develop food packaging systems (the "Developed  Packaging
Systems").  IDC agrees to provide the  information,  materials  and  technology,
owned or  controlled  by or under license to IDC necessary to design and develop
the Developed  Packaging Systems including,  without  limitation,  the following
technologies  (the "IDC Contributed  Technologies"):  Gravity Feed Valve,  Quick
Discharge Pump and Vacuum Actuated Vacuum Feed Valve.  PSL agrees to provide the
information,  materials and technology,  owned or controlled by or under license
to  PSL  necessary  to  design  and  develop  the  Developed  Packaging  Systems
including,  without limitation, the following technologies (the "PSL Contributed
Technologies"):  Filler technology, bag manufacturing technology, and Bag-in-Box
system  integration  technology.  Each  party  grants  to the  other a  limited,
royalty-free,  non-exclusive,  non-transferable license or sublicense to use the
contributed  technologies solely in order for the parties to prepare the Develop
Packaging  Systems  during  the  term of this  Agreement.  Each  party  shall be
responsible for all expenses,  materials,  equipment,  amortization and costs of
sales   incurred   by  it  in   connection   with  each   Development   Project.
Notwithstanding  the foregoing,  this Agreement does not imply nor does it grant
to PSL or any other person any right,  license or sublicense to manufacture  the
IDC Valve.

     2.2 Subject to Section 2.3, IDC and PSL shall jointly own the rights to the
Developed Packaging Systems (provided, however, that no joint ownership shall be
implied in the IDC  Patents  or the PSL  Patents).  The rights to the  Developed
Packaging Systems may not be transferred, encumbered or pledged as collateral by
either party,  except as is permitted  under the  provisions  of this  Agreement
relating to assignments.

     2.3  Notwithstanding the foregoing Section 2.2, PSL shall be the sole owner
of all rights to any and all patents and patent applications  worldwide covering
any  Developed  Packaging  System (the "DPS  Patents").  PSL and IDC shall share
equally the  responsibility  for  (including the obligation to pay all costs and
expenses  related to) the  application,  prosecution  and maintenance of the DPS
Patents.

     2.4 Prior to beginning work on a proposed  Developed  Packaging System, IDC
and PSL shall  agree that such  system (a) is cost  effective,  (b) has a viable
commercial application


                                        3

<PAGE>

and  (c) has an end use  designed  for a  targeted  Customer.  Each  Development
Project shall have a schedule  agreed to in writing by IDC and PSL in advance (a
"Project Time Schedule"). Periodically, but not less than once each quarter, the
representatives  of the parties shall review the  performance of the development
work compared to the Project Time Schedule.

     2.5 IDC and PSL will engage in joint development,  manufacturing, marketing
and sales activities with respect to the Developed  Packaging Systems.  No third
party shall have or be granted  any right or  permission  to make,  manufacture,
use, sell, reproduce, modify, distribute, display, import or export or otherwise
commercially  exploit any Developed  Packaging System. In the event that IDC and
PSL mutually agree to license any Developed  Packaging System, the terms of such
license  shall  be  determined  by the  parties  hereto  and  licensing  fees or
royalties generated thereby would be equally shared by IDC and PSL.

     2.6 This Agreement contemplates a collaborative effort and each party shall
provide  the  personnel  and  technical  expertise  and to  make  its  employees
reasonably available to consult with the other party.

     2.7 This  Agreement  does not cover the  sales of (i) any IDC  Valve,  pump
(including  the  Quick  Discharge  Pump) or any  other  IDC  product  or any IDC
Contributed Technology which is not integrated into a Developed Packaging System
or  (ii)  any  PSL  bags,  Bag-in-Box  or any  other  PSL  products  or any  PSL
Contributed  Technology  which  is not  integrated  into a  Developed  Packaging
System.

3.   MARKETING

     3.1 IDC and PSL shall each have the right to market and sell the  Developed
Packaging Systems jointly developed  pursuant to this Agreement in the Territory
to  Customers.  Such right shall be  exclusive to IDC and PSL. IDC and PSL shall
jointly  develop a marketing  and  promotional  protocol  and  strategy  for any
Developed Packaging System,  including pricing,  billing,  order fulfillment and
standard warranties.

     3.2 In the event that either  party  proposes to enter into an agreement or
other  arrangement  regarding  a  Developed  Packaging  System  with a  proposed
Customer with respect to a country or countries outside the Territory, then such
party may enter  into such  agreement  or other  arrangement  with the  proposed
Customer with respect to such country or countries only if it has offered to the
other party the right to participate in such  agreement or  arrangement.  If the
right to participate is declined,  then the party declining to participate shall
not be  entitled  to any  revenue  sharing  with  respect to sales of  Developed
Packaging  Systems  to the  proposed  Customer  in the  location  outside of the
Territory with respect to which the party has declined to participate.

4.   REVENUE SHARING

     4.1 PSL and IDC  agree to be  compensated  on the  sales  of any  Developed
Packaging System as follows:


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<PAGE>

          (a)  from  the  Gross  Sales  Revenue  of each  unit of any  Developed
     Packaging  System,  each party shall first be entitled to  reimbursement of
     its (i) Direct  Manufacturing  Expenses and (ii)  Amortization  Amount with
     respect to each such unit; and

          (b) on the balance  remaining after deduction of Direct  Manufacturing
     Expenses  and  Amortization  Amount,  the parties  shall share  revenues as
     follows:

               (i) on any Component  Profit Margin relating to a IDC Contributed
          Technology, 55% of such Component Profit Margin to IDC and 45% of such
          Component Profit Margin to PSL; and

               (ii) on any Component Profit Margin relating to a PSL Contributed
          Technology, 55% of such Component Profit Margin to PSL and 45% of such
          Component Profit Margin to IDC.

     4.2 Each of IDC and PSL shall be  responsible  for keeping and  maintaining
the books and records  related to the sales to its  Customers  of the  Developed
Packaging  Systems developed  pursuant to this Agreement  according to generally
accepted accounting principles.  In the event of a dispute over the payments due
one party which  cannot be resolved by the parties,  both parties will  mutually
agree upon an accounting firm to monitor  compliance  with this Agreement.  Such
accounting  firm will have access to the books and records of both parties,  but
only  to the  extent  necessary,  and  only  for  the  purpose  of  determining,
compliance with the revenue sharing  provisions of this Agreement.  Either party
may  request  such  a  determination  at  any  time.  The  cost  of  making  the
determination will be borne by the party making the request.

     4.3 The party receiving  payment from a Customer from the sale of Developed
Packaging  Systems shall remit, by check, to the other party the amount required
by Section 4.1 within thirty days of receipt of such Customer's payment.

     4.4 No Component  Profit  Margin  payments  shall be made  pursuant to this
Agreement  with  respect to revenue  from a Customer  until any and all warranty
claims made by such Customer are satisfied.

5.   TERM AND TERMINATION

     5.1 The  obligations of each party with respect to any Developed  Packaging
System developed and marketed  hereunder shall continue in full force and effect
until the later of (a) the expiration date of any IDC Patent with respect to any
Component;  (b) the  expiration  date  of any PSL  Patent  with  respect  to any
Component;  or (c) the  expiration  date of any DPS Patent  with  respect to any
Developed Packaging System.

     5.2  Any  Developed  Packaging  System  in the  market  and  being  sold to
Customers at the time of termination of this Agreement shall continue to be sold
pursuant to appropriate  purchase  orders.  In such case, the obligations of the
parties under Section 4 shall continue  until all purchase  orders are fulfilled
with respect to such Customer.


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<PAGE>

     5.3 (a) Unless earlier  terminated  pursuant to Section 5.1 above, no later
than eighteen  months from the Effective Date (the "Outside  Review Date"),  the
parties  hereto shall conduct a business  review and  evaluation to determine in
good faith whether to terminate this Agreement. Either IDC or PSL may, within 60
days after the Outside  Review Date,  cancel this  Agreement  by giving  written
notice to other party.

         (b) Unless earlier terminated pursuant to Section 5.1 or 5.3(a) above,
this Agreement shall continue in effect for an additional term of two years from
the Outside Review Date (the "Original  Renewal Term") and this Agreement  shall
automatically renew itself for additional two year periods (the "Renewal Terms")
thereafter  unless  either IDC or PSL cancels this  Agreement by giving  written
notice  to the other  within 60 days  prior to the  expiration  of the  Original
Renewal Term and each Renewal Term thereafter.

     5.4 Either party may  terminate  this  Agreement at any time for cause upon
giving  sixty  (60) days  notice of a  material  breach by the other  hereunder,
provided that such breach will not have been remedied during such period.

     5.5 This Agreement will terminate, without notice, (i) upon the institution
by either party of  insolvency,  receivership  or bankruptcy  proceedings or any
other  proceedings  for the settlement of either  party's  debts,  (ii) upon the
institution  by  a  third  party  of  insolvency,   receivership  or  bankruptcy
proceedings or any other  proceedings  for the settlement of debts (which is not
dismissed within 60 days after  commencement),  (iii) upon either party's making
an assignment of  substantially  all of its assets for the benefit of creditors,
or (iv) upon either party's dissolution or cessation of business.

     5.6 Each party's  Confidential  Information  (as defined  below),  customer
lists,   customer  contact  information,   trademarks,   trade  names,  patents,
copyrights,   designs,   drawings,  or  other  data,  photographs,   literature,
demonstration  units and sales aids of every kind will  remain the  property  of
that  party.  In the  event of  termination  of this  Agreement  for any  reason
whatsoever, each party agrees promptly to destroy or to surrender and deliver to
the other party all  records,  materials,  equipment,  drawings,  and  documents
provided to it by the other party containing any Confidential  Information,  and
all other materials belonging to the other party, including  demonstration units
and sales  materials  provided by the other  party.  Neither  party will make or
retain any copies of any items containing Confidential  Information of the other
party that may have been entrusted to it.

     5.7 The  provisions  of  Sections  5.6,  5.7,  6, 7 and 9 will  survive the
expiration or termination  of this Agreement for any reason.  Except as provided
in Section 5.1, all other rights and  obligations of the parties will cease upon
expiration or termination of this Agreement.

6.   LIMITATION OF LIABILITY

     IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY  FOR ANY LOST PROFITS,  OR
FOR  ANY  SPECIAL,  INDIRECT,  OR  CONSEQUENTIAL  DAMAGES  ARISING  OUT OF  THIS
AGREEMENT, UNDER ANY CAUSE OF ACTION INCLUDING,


                                        6

<PAGE>

WITHOUT  LIMITATION,  THOSE  RESULTING  FROM THE USE OF THE DEVELOPED  PACKAGING
SYSTEMS, OR THE FAILURE OF THE PRODUCTS TO PERFORM, OR FOR ANY OTHER REASON. THE
PARTIES  ACKNOWLEDGE  THAT THIS SECTION 6 REPRESENTS A REASONABLE  ALLOCATION OF
RISK.

7.   CONFIDENTIALITY

     7.1 "Confidential  Information" shall mean any trade secrets,  confidential
data  (including,  but not  limited  to,  customer  lists and  customer  contact
information)  or  other  confidential  information  relating  to or  used in the
business of either party or any of its affiliates or customers, that a party may
produce,  obtain or otherwise  acquire  during the term of this  Agreement  (the
"Confidential Information"), except as herein provided, and, except for customer
lists  and  customer  contact   information)  that  is  marked   "Confidential",
"Proprietary"  or in some other  manner to  indicate  its  confidential  nature.
Confidential Information may also include oral information disclosed pursuant to
this Agreement,  provided that such information is designated as confidential at
the time of disclosure  and confirmed in writing as  confidential  within thirty
(30) days after its oral disclosure and delivered to the receiving party.

     7.2 Each party agrees to treat the other party's  Confidential  Information
with the same degree of care as it maintains  its own  information  of a similar
nature.  Without limiting the foregoing,  each party shall use at least the same
procedures  and degree of care which it uses to protect the  confidentiality  of
its own confidential  information of like importance,  and in no event less than
reasonable care.

     7.3 The foregoing  restrictions  will not apply to information  that (i) is
known to the receiving party at the time of disclosure by the disclosing  party;
(ii) is or becomes  publicly  known  through no  wrongful  act of the  receiving
party; (iii) is rightfully received from a third party without restriction; (iv)
is  independently  developed by the receiving  party;  (v) has been approved for
release by written  authorization of the disclosing party; (vi) is not marked or
similarly  designated  as  confidential,  and is provided  for a purpose or in a
manner  that  reasonably  contemplate,  or  would  naturally  be  understood  to
contemplate,  disclosure or use by others;  and (vii) is disclosed pursuant to a
valid order of any governmental  authority  provided that the party intending to
make  disclosure in such  circumstances  has given the other party prompt notice
prior to making such  disclosure so that such party may seek a protective  order
or other appropriate remedy prior to such disclosure.

8.   REPRESENTATIONS AND WARRANTIES

     Each  party  warrants  and  represents  to the other  that it has the legal
rights  and  power to enter  into  this  Agreement,  and to  fully  perform  its
obligations  hereunder,  and that neither has made nor will make any commitments
to others in conflict with or in  derogation  of such rights or this  Agreement.
Each  party  further  represents  to the other that it is not aware of any legal
obstacles,  including patent rights of others,  which could prevent either party
from carrying out the provisions of this  Agreement.  IDC represents  that it is
the sole  sublicensee  of all right,  title and interest in the IDC  Contributed
Technology and the IDC Patents in the food and beverage


                                        7

<PAGE>

product  industry  and said right,  title and  interest is free and clear of any
material liens,  claims,  mortgages and other encumbrances.  Except for security
interests granted in favor of its senior lender, PSL represents that it has full
right, title and interest in the PSL Contributed  Technology and the PSL Patents
and said  right,  title and  interest is free and clear of any  material  liens,
claims, mortgages and other encumbrances. Each party also represents that to the
best of its knowledge, its patents and technologies do not infringe, and neither
party has  received any notice that such patents  infringe,  on the  proprietary
rights of any third party.

9.   INDEMNIFICATION

     Subject to Section 6 hereof,  each party, upon receipt of prompt notice and
opportunity to defend,  shall indemnify and hold the other party  harmless,  and
hereby  forever  releases  and  discharges  the other party from and against all
claims, demands,  liabilities,  damages and expenses (including attorneys' fees)
arising out of the  negligence of the  indemnifying  party or its  affiliates in
connection with the work performed in connection with this Agreement.

10.  GENERAL PROVISIONS

     10.1 The  relationship of IDC and PSL established by this Agreement is that
of  independent  contractors,  and nothing  contained in this  Agreement will be
construed to (i) give either party the power to direct and control the day-today
activities  of the  other,  (ii)  constitute  the  parties  as  partners,  joint
venturers,  co-owners or otherwise as  participants in a joint  undertaking,  or
(iii) allow  either  party to create or assume any  obligation  on behalf of the
other for any purpose whatsoever. All financial and other obligations associated
with a party's business are the sole responsibility of that party.

     10.2 This Agreement will be governed by and construed under the laws of the
State of New York without reference to conflict of laws principles.

     10.3 Any controversy or claim arising out of or relating to this Agreement,
or the breach  thereof shall be settled by  arbitration  to be held in New York,
New York, in accordance with the commercial arbitration rules (including,  where
applicable,  the  expedited  procedure  rules)  then in effect  of the  American
Arbitration   Association  or  any  successor  thereto.   The  decision  of  the
arbitrators shall be final, conclusive and binding on the parties. Judgment upon
the award  rendered  by the  arbitrators  may be  entered  in any  court  having
jurisdiction thereof. The arbitrator must also award to the party who received a
favorable  determination  upon the  arbitration  of any dispute  submitted,  the
expenses  incurred  by  such  party,   including  reasonable  counsel  fees  and
accountants' fees and disbursements.

     10.4 This Agreement sets forth the entire  agreement and  understanding  of
the  parties  relating  to the  subject  matter  herein  and  merges  all  prior
discussions between them. No modification of or amendment to this Agreement, nor
any  waiver of any rights  under this  Agreement,  will be  effective  unless in
writing signed by the party to be charged.  This Agreement shall  constitute the
legal, valid, binding and enforceable agreement of the parties.


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<PAGE>

     10.5 Any notice  required or  permitted  by this  Agreement  will be deemed
given if sent by registered mail, postage prepaid,  addressed to the other party
at the  address  set forth  below or at such other  address for which such party
gives notice  hereunder.  Delivery will be deemed effective three (3) days after
deposit with postal authorities.

       If to IDC:                  International Dispensing Corp.
                                   342 Madison Avenue
                                   Suite 1034
                                   New York, New York
                                   Att:  Jon Silverman

       with a copy to:             Lowenthal, Landau, Fischer & Bring, P.C.
                                   250 Park Avenue
                                   New York, New York  10177
                                   Att:  Martin R. Bring, Esq.

       If to PSL:                  Packaging Systems, Inc.
                                   737 Oakridge Drive
                                   Romeoville, Illinois  60446
                                   Att:  John H. Schwan, President

       with a copy to:             James T. Easterling, Esq.
                                   3500 Three First National Plaza
                                   Chicago, Illinois 60602
                                   Att: James T. Easterling, Esq.
                                   Facsimile: (312) 977-4405

     10.6  Nonperformance  of either  party will be  excused to the extent  that
performance is rendered  impossible by strike,  fire, flood,  governmental acts,
orders or  restrictions,  or any other reason where failure to perform is beyond
the control and not caused by the negligence of the non-performing party.

     10.7 This  Agreement  may not be assigned or  transferred,  nor,  except as
expressly provided herein, may any right or obligation  hereunder be assigned or
transferred,  to a third party by either party without the prior written consent
of the other party  hereto.  Notwithstanding  the  foregoing,  either  party may
transfer  or assign  its  rights  and  obligations  under  this  Agreement  to a
successor to all or substantially all of its business or assets relating to this
Agreement whether by sale, merger, operation of law or otherwise. Subject to the
foregoing,  this  Agreement will be binding upon and inure to the benefit of the
parties hereto, their successors and assigns.

     10.8 No modification  of or amendment to this Agreement,  nor any waiver of
any rights under this Agreement,  will be effective  unless in writing signed by
the party to be  charged,  and the  waiver of any  breach  or  default  will not
constitute  a waiver of any other right  hereunder or any  subsequent  breach or
default.


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<PAGE>

     10.9  In  the  event  that  it  is  determined  by  a  court  of  competent
jurisdiction  as part of a final  nonappealable  ruling,  government  action  or
binding  arbitration,  that any provision of this Agreement (or part thereof) is
invalid, illegal, or otherwise unenforceable, such provision will be enforced as
nearly as possible in accordance with the stated intention of the parties, while
the  remainder of this  Agreement  will remain in full force and effect and bind
the  parties  according  to its  terms.  To the extent  any  provision  (or part
thereof)  cannot be enforced in  accordance  with the stated  intentions  of the
parties,  such  provision  (or part  thereof) will be deemed not to be a part of
this Agreement.

     10.10 This Agreement may be executed in two or more  counterparts,  each of
which will be deemed an original.


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

                                PACKAGING SYSTEMS, LLC


                                By:/s/ John H. Schwan
                                   ------------------------
                                   John H. Schwan, President


                                INTERNATIONAL DISPENSING CORPORATION


                                By:/s/ Jon Silverman
                                   ------------------------
                                   Jon Silverman, President




                                       10

<PAGE>





                                    Exhibit A




                         International Dispensing Corp.
                                     Patents



         U. S. Patent No.                        Expiration Date

            34,243                              July 11, 2006
            5,092,855                           March 3, 2009
            5,305,783                           April 26, 2011
            5,279,447                           January 18, 2011
            5,279,330                           January 18, 2011
            5,305,786                           April 26, 2011
            5,353,961                           October 11, 2011
            5,613,517                           March 24, 2014
            5,673,251                           August 4, 2014



<PAGE>


                                    Exhibit B


                              Packaging Systems LLC
                                     Patents


Patent Number                   Title                               Date Issued
-------------                   -----                               -----------

1)   4,981,374              Plastic Bags Carried in a                  01/01/91
                            Continuous Web

2)   5,115,626              Plastic Bags Carried in a                  05/26/92
                            Continuous Web

3)   4,948,014              Two Piece Valved Fluid                     08/14/90
                            Dispenser

4)   4,322,018              Fluid Dispenser                            03/30/82

5)   4,360,996              Method and Apparatus for                   11/30/82
                            Filling and Sealing Plastic
                            Bag Fluid Containers

6)   4,475,670              Fluid Dispenser                            10/09/84

7)   D286,005               Combined Fluid Dispensing                  10/07/86
                            Tap and Clip-On Tubing
                            Connector

8)   4,574,559              Flexible Bag Automatic                     03/11/86
                            Filling and Capping
                            Apparatus

9)   4,598,529              Method and Apparatus for                   07/08/86
                            Forming, Filling and
                            Sealing Flexible Plastic Bags


<PAGE>


                               Exhibit B continued


                              Packaging Systems LLC
                                     Patents


Patent Number                   Title                               Date Issued
-------------                   -----                               -----------

10)    4,700,744            Flexible Shut-Off Fluid                    10/20/87
                            Dispenser Element

11)    5,111,970            Fluid Dispenser Having a                   05/12/92
                            Removable Sealing
                            Diaphragm

12)    5,143,278            Reinforced Bulk Material                   09/01/92
                            Box

13)    5,427,306            Reinforced Bulk Material                   06/27/95
                            Box

14)    5,419,485            End Opening Reinforced                     05/30/95
                            Bulk Material Box

15)    5,417,341            Box and Packaging System                   11/29/94
                            for Containing elongated fragile objects