EXHIBIT 10.12


                                                 December 15, 1999

International Dispensing Corporation
2500 Westchester Avenue, Suite 304
Purchase, New York 10574

Gentlemen:

         Reference is made to the Preferred Stock  Subscription  Agreement dated
as of September 23, 1999 and  Amendment  No. 1 thereto,  dated as of October 25,
1999  by  and  among  Gregory  B.  Abbott  ("Gregory  Abbott"),   George  Kriste
("Kriste"),  Louis  A.  Simpson  ("Simpson"),  Gary  Allanson  ("Allanson")  and
International Dispensing Corporation (the "Company")(collectively, the "Purchase
Agreement"). Unless otherwise defined herein, capitalized terms used herein have
the meanings ascribed to them in the Purchase Agreement.

         This will confirm the agreement of the  undersigned  and the Company as
follows:

         George Abbott whose  address is 10  Rockefeller  Plaza,  Suite 604, New
York, New York 10020,  hereby agrees to become a party to the Purchase Agreement
as an  Investor  and,  by his  signature  below,  shall as of the date hereof be
deemed  to have  made all of the  representations  and  agreements  made by each
Investor in the Purchase Agreement as if he were an original signatory thereof.

         The Investors hereby agree to purchase on the date hereof the number of
additional  Shares of Preferred  Stock set forth  opposite their names below for
the purchase price set forth opposite  their names,  all in accordance  with the
terms and conditions of the Purchase Agreement. The purchase price shall be paid
by wire transfer on the date hereof to the Company's bank account of immediately
available funds pursuant to wire transfer instructions  previously given to each
of the Investors.

                              Shares of Preferred
Name of Investor                Stock Purchased                   Purchase Price
----------------                ---------------                   --------------
Gregory Abbott                        49.5                           $99,000
Kriste                                49.5                           $99,000
Simpson                               49.5                           $99,000
Allanson                              12                             $24,000
George Abbott                         49.5                           $99,000


         Each   Investor   reaffirms   as  of  the  date   hereof   all  of  the
representations and agreements made by such Investor in the Purchase Agreement.


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International Dispensing Corporation
December 15, 1999
Page 2

         The Company reaffirms as of the date hereof all of the  representations
made by the  Company  in the  Purchase  Agreement,  except  that as of the  date
hereof,  prior to the purchases being made hereby, an aggregate of 350 Shares of
Preferred Stock are issued and outstanding.

                                                        Very truly yours,


                                                        /s/ Gregory Abbott
                                                        ------------------------
                                                        Gregory Abbott

                                                        /s/ George Kriste
                                                        ------------------------
                                                        George Kriste

                                                        /s/ Louis A. Simpson
                                                        ------------------------
                                                        Louis A. Simpson

                                                        /s/ Gary Allanson
                                                        ------------------------
                                                        Gary Allanson

                                                        /s/ George Abbott
                                                        ------------------------
                                                        George Abbott



AGREED TO:

INTERNATIONAL DISPENSING
  CORPORATION

By: /s/ Gary Allanson
    -----------------
    Gary Allanson
    President