Exhibit 10.12


THIS SUBLEASE,  dated November 5, 1997,  between GENERAL MOTORS  CORPORATION,  a
Delaware  corporation,  with its principal address at 3044 West Grand Boulevard,
Detroit, Michigan 48202, hereinafter referred to as Sublessor, and INTERNATIONAL
DISPENSING  CORPORATION,  a Delaware corporation,  with its principal address at
342 Madison Avenue,  Suite 1034, New York, New York 10173,  hereinafter referred
to as Sublessee,

                              W I T N E S S E T H:

Sublessor  hereby lets to the Sublessee  and Sublessee  hires from the Sublessor
the following described premises:

               Approximately  2,832  rentable  square  feet of third floor space
               known  as Suite  304,  together  with  five  (5)  unreserved  and
               uncovered  parking spaces,  located at 2500  Westchester  Avenue,
               Purchase, new York,

to be used only for  sales and  administrative  offices,  for a term  commencing
November  15,  1997,  and  expiring  February  29,  2000,  at the yearly rent of
TWENTY-NINE  THOUSAND  THREE  HUNDRED  TWELVE AND 00/100  DOLLARS  ($29,312.00),
payable in equal  installments of $2,442.66 in advance on the first business day
of each and every  month  during  the term,  together  with a monthly  charge of
$343.50 for electricity calculated at the rate of $2.25 per rentable square foot
for a total monthly  rental of  $2,786.16.  It is agreed that the first month of
the first and second year of the Sublease shall be rent free.

THE PARTIES HERETO COVENANT AND AGREE WITH EACH OTHER AS FOLLOWS:

FIRST - PAYMENT  OF RENT:  Sublessee  shall pay the rent at the times and in the
manner  aforesaid  to  General  Motors  Corporation,  c/o  Worldwide  Facilities
Financial, Mail Code 482-309-904,  Argonaut Building, 485 West Milwaukee Avenue,
Detroit,  Michigan  48202. A three (3) month  security  deposit in the amount of
$8,358.48  together  with the first  monthly  rental  payment of $2,786.16 for a
total  payment of  $11,144.64  shall be deposited  with the  Sublessor  upon the
execution of this Sublease which may be used at  Sublessor's  option to cure any
breach of the Sublease by Sublessee.

SECOND - REPAIRS:  Sublessee accepts the premises in an "as is" condition except
that  Sublessor  shall have the  carpeting  cleaned  prior to November 15, 1997.
Thereafter  Sublessee  at  Sublessee's  expense  shall keep the premises in good
repair,  ordinary wear and tear,  repairs to the roof,  exterior of the building
and structural  repairs excepted,  unless such repairs are made necessary by the
act or negligence  of the Sublessee and at the  expiration of the term to remove
its goods and effects and peaceably yield up the premises to the Sublessor in as
good condition as when delivered to Sublessee, ordinary wear and tear, damage by
fire, the elements, act of the public enemy or casualty excepted; all notices to
quit or vacate being hereby  expressly  waived,  any law, usage or custom to the
contrary notwithstanding.


<PAGE>

THIRD - COMPLIANCE WITH LAWS, ORDINANCES, AND ENVIRONMENTAL: Sublessee
shall promptly comply with all laws, ordinances,  requirements,  and regulations
of the  federal,  state,  county,  municipal,  and other  authorities,  the fire
insurance underwriters, and any insurance organizations or associations;  except
that Sublessee  shall not be required to make any alterations to the exterior of
the building,  or alterations of a structural nature.  Sublessee  represents and
warrants that it will comply with all specifically applicable Environmental Laws
in connection with its use of or operations at the property,  and that Sublessee
warrants and agrees that it will indemnify and hold Sublessor  harmless from any
claim to which  Sublessor may be subjected to the extent such claim results from
Sublessor's breach of any of its representations or warranties.

FOURTH - VIEWING PREMISES:  Sublessee shall use the premises exclusively for the
purpose set forth herein and during the last three (3) months of this  Sublease,
or any extension thereof, and permit the Sublessor to display the usual "To Let"
signs and to show the premises to prospective tenants.  Sublessee further agrees
that at any time  during  the term  Sublessor,  Sublessor's  landlord,  or their
agents,  may enter the  premises  for the  purpose of  examining  the  condition
thereof,  or to make  repairs in any part of the  building,  but in making  such
reservation, Sublessor does not assume any liability for the care or supervision
of the premises or appurtenances.

FIFTH - ALTERATIONS AND ASSIGNMENT: Sublessee will not make or permit to be made
any alterations or additions to said premises,  nor assign,  mortgage, or pledge
this  Sublease,  nor  sublet  the  whole  or any  part of the  premises  without
Sublessor's written consent or as otherwise set forth in the underlying Sublease
dated March 21, 1994.  Consent by Sublessor shall apply solely to the particular
transaction  consented to and shall not  constitute a waiver by Sublessor of the
provisions of this Sublease.

SIXTH - INSURANCE:  Sublessee will not leave the premises  unoccupied during the
term,  nor by any act of commission or omission cause an increase in the rate of
insurance  or the  cancellation  of any  insurance  policy.  In the event of any
increase in the rate of insurance  caused by  Sublessee's  occupancy,  Sublessee
agrees to pay on demand the amount of any such increase,  and in default of such
payment,  such amount may be added to the next installment of rent as additional
rent. Sublessee shall, at its sole cost and expense,  obtain and maintain during
the term of the Sublease,  Comprehensive General Liability insurance,  including
Blanket Contractual Liability coverage, with limits of not less than Two Million
Dollars  ($2,000,000)  Combined  Single Limit for  Personal  Injury and Property
Damage;   Comprehensive  Automobile  Liability  Insurance  covering  all  owned,
non-owned and hired  vehicles  with limits of not less than One Million  Dollars
($1,000,000)  Combined Single Limit for Personal Injury and Property Damage; and
Statutory Workers  Compensation and Employers  Liability coverage with limits of
not less than  $250,000.  Sublessee  shall  deliver to Sublessor  upon request a
certificate evidencing such coverages. Such insurance policies shall provide for
no  cancellation or material  alteration  without thirty (30) days prior written
notice to Sublessor.

SEVENTH  - SIGNS  AND  SIDEWALKS:  Sublessee  shall  not  install  any  awnings,
advertisements, or signs on any part of the premises without Sublessor's written
consent and will keep the sidewalks free from ice, snow, and all obstructions.

EIGHTH -  UTILITIES:  Sublessee  will be furnished  those  services set forth in
Article 18.01 Services and Equipment of the  underlying  Sublease from 8:00 a.m.
to 6:00 p.m. Monday through Friday


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<PAGE>

excepting  federal,  state,  or  contract  holidays  of the  AFL-CIO.  Sublessee
otherwise  shall be permitted  access to the  building  seven (7) days per week,
twenty-four (24) hours per day.

NINTH-  INDEMNIFICATION:  Sublessor  shall not be responsible  for any defect or
change of condition in said  premises,  nor for any damage  thereto,  not to any
person,  nor to goods or things  contained  therein due to any cause  whatsoever
except the act or negligence of the  Sublessor,  and  Sublessee  will  indemnify
Sublessor  from any claims,  demands,  and actions  arising in  connection  with
Sublessee's  use of the  property,  or the  use  by any  person  occupying  said
premises during the term hereof,  or by reason of any breach or  non-performance
of any covenant herein, or the violation of any law or regulation by Sublessee.

TENTH - FIRE AND CASUALTY:  If the premises  shall be so damaged by fire,  other
casualty, or act of the public enemy so as to be substantially  destroyed,  then
this Sublease shall terminate and any unearned rent paid in advance by Sublessee
shall be  apportioned  and  refunded  to it,  but in case the  premises  are not
substantially destroyed,  Sublessor will endeavor to have its Lessor restore the
premises and a just  proportion of the rent shall abate  according to the extent
to which premises have been rendered  untenantable  until the premises have been
restored.  The Sublessee  agrees to give the Sublessor  immediate  notice of any
damage to the premises.

ELEVENTH - CANCELLATION:  In the event Sublessee fails to perform or observe any
of the covenants  contained  herein on its part to be observed and performed for
ten (10) days after notice by Sublessor,  (a) Sublessor may forthwith  terminate
or cancel this Sublease by notifying Sublessee as hereinafter provided, and upon
such termination or cancellation, Sublessee shall be liable to Sublessor for all
damages  Sublessor  sustains by reason of Sublessee's  breach of covenant and of
such  termination or cancellation;  or (b) Sublessor may forthwith  re-enter the
premises  without  notice and upon  re-entry  may let the  premises  or any part
thereof as agent for Sublessee and receive the rent therefor,  applying the same
first to the payment of such expense as Sublessor  may be put to in entering and
letting the premises and then to the payment of the rent and the  fulfillment of
Sublessee's covenants hereunder; and Sublessee agrees to pay and shall be liable
for amounts equal to the several  installments of rent as they would,  under the
terms of this  Sublease,  become due if no default  had  occurred,  whether  the
demised  premises  be re-let  or remain  vacant in whole or in part for a period
less than the  remainder of the term,  or for the whole  thereof,  but Sublessee
shall be  entitled  to be credited at the end of each month with any net amounts
actually  received by  Sublessor  during such months for the use or occupancy of
the demised premises or any part thereof; provided,  however, that all sums paid
and liabilities  incurred by Sublessor for any of the purposes  aforesaid (which
Sublessee also agrees to pay and shall be liable for) shall have been first paid
in full to  Sublessor,  either  directly by Sublessee or out of moneys  actually
received for renting said demised  premises after  Sublessor shall have received
undisputed  possession thereof,  and the maintenance of any action or proceeding
to recover possession of the premises or any installment or installments of rent
or any other  moneys that may be due or become due from  Sublessee  to Sublessor
shall  not  preclude  Sublessor  from  thereafter  instituting  and  maintaining
subsequent actions or proceedings for the recovery of possession of the premises
or of any subsequent payment or payments of rent or any other moneys that may be
due or become due from  Sublessee  or  Sublessor.  A waiver by  Sublessor of any
breach  or  breaches  by  Sublessee  of any  one or  more  of the  covenants  or
conditions  hereof shall not bar  forfeiture  of any other rights or remedies of
Sublessor  for  any  subsequent  breach  of any  such  or  other  covenants  and
conditions.


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<PAGE>

TWELFTH - ADDITIONAL  RENT: If Sublessor  shall make any  expenditure  for which
Sublessee is  responsible,  or if Sublessee shall fail to make any payment which
Sublessee  is  obliged  to make  hereunder,  then the  amount  thereof  may,  at
Sublessor's  option,  be added to any installment of rent then due or thereafter
becoming due. It is understood and agreed that Sublessee  shall pay its pro rata
share (7%) of real  estate  taxes and costs of  operation  over the base year of
1994 as set forth in Articles 19 and 20 of the  underlying  Sublease dated March
21, 1994.

THIRTEENTH  -  CONDEMNATION:  In the event the  premises or any part thereof are
taken or  condemned  for a temporary or permanent  public of  quasi-public  use,
Sublessor  may, at its option,  terminate  this  Sublease  and in such event any
unearned rent paid in advance shall be returned to Sublessee.

FOURTEENTH - DEMOLITION:  If any authority having jurisdiction shall decide that
the building or buildings should be demolished and removed,  then forthwith upon
such  decision  being made,  the  Sublessee  shall  vacate the premises and this
Sublease shall cease and come to an end and any unearned rent paid in advance by
Sublessee shall be apportioned and refunded to it.

FIFTEENTH - NOTICES:  That all  notices to be given  hereunder  by either  party
shall be in writing and given by personal delivery to the Sublessee or to one of
the  executive  officers of the  Sublessor or shall be send by  registered  mail
addressed  to the party  intended to be  notified at the post office  address of
such party  last  known to the party  giving  such  notice  and notice  given as
aforesaid shall be a sufficient service thereof.  Provided,  however, that it is
mutually agreed that the Sublessor  appoints the Executive Director of Worldwide
Facilities  Group and the Director of  Worldwide  Real  estate,  General  Motors
Corporation, Mail Code 482-309-939, 485 West Milwaukee Avenue, Detroit, Michigan
48202, as its agents, and that either of them may give or receive all notices to
be  given  hereunder,  and  notices  shall  be sent to  either  of them  and not
otherwise.  The right is hereby  reserved by the Sublessor to  countermand  such
appointments and make others consistent  herewith,  due notice of which shall be
given by the Sublessor to the Sublessee.

SIXTEENTH - TERMINATION:  If at any time proceedings in bankruptcy,  or pursuant
to any other act for the relief of debtors,  shall be  instituted  by or against
Sublessee,  or if  Sublessee  shall  compound  Sublessee's  debts or assign over
Sublessee's  estate or effects for payment  thereof,  of if any execution  shall
issue against  Sublessee or any of Sublessee's  effects  whatsoever,  of or if a
receiver or trustee  shall be  appointed  of  Sublessee's  property,  or if this
Sublease  shall by  operation  of law,  devolve  upon or pass to any  person  or
persons  other  than  Sublessee  personally,  then  and in each  of said  cases,
Sublessor may terminate this Sublease forthwith by notifying Sublessee as herein
provided.  Upon such  termination  all sums due and  payable or to become due an
payable by Sublessee shall at once become due and payable.

SEVENTH -  SUBLEASE:  This is a Sublease  and the  Sublessor's  interest  in the
premises  is as  Lessee  under  an  underlying  Lease  made by  SMLP I,  Limited
Partnership,  as Lessor, and General Motors Corporation,  as Lessee, dated March
21, 1994, a copy of which,  initialed for  identification,  is attached  hereto.
This Sublease is expressly  made subject to all the terms and conditions of said
underlying Lease and the Sublessee agrees to use the premises in accordance with
the terms of said underlying  Lease and not do or omit to do anything which will
breach any of the terms thereof. If said underlying


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<PAGE>

Lease is  terminated,  this  Sublease  shall  terminate  simultaneously  and any
unearned rent paid in advance shall be refunded to the Sublessee.

EIGHTEENTH - QUIET POSSESSION:  Sublessor hereby covenants that Sublessee,  upon
paying  the  rent as  herein  reserved  and  performing  all the  covenants  and
agreements herein contained on the part of the Sublessee,  may quietly enjoy the
premises,  except as herein otherwise  provided,  and subject,  however,  to the
terms of the Sublease to Sublessor,  and to the terms of any mortgages which may
now or hereafter affect the premises.

NINETEENTH - WAIVER OF  SUBROGATION:  Sublessor and Sublessee  waive all rights,
each against the other,  for damages  caused by fire or other perils  covered by
insurance  where such damages are sustained in connection  with the occupancy of
the leased premises.

The covenants  and  agreements  contained in the foregoing  Sublease are binding
upon the parties hereto and their respective heirs,  executors,  administrators,
successors, legal representatives and assigns.

IN WITNESS  WHEREOF,  the Sublessor has signed and sealed this  instrument  this
11th day of  November , 1997,  and the  Sublessee  has  signed  and sealed  this
instrument this 12th day of November , 1997.



In the presence of                           GENERAL MOTORS CORPORATION

/s/ M.J. Ansley                              By:/s/ M.P. Cullen
-------------------------                       ---------------------------

                                             ATTEST/s/ Bernice Heady
                                                   ------------------------

                                                        Assistant Secretary



In the presence of                           INTERNATIONAL DISPENSING
                                             CORPORATION

                                             By:/s/ Jon Silverman
-------------------------                       ---------------------------

                                                                  President

/s/ Alida Rivera                             ATTEST/s/ Jeffrey Lewenthal
-------------------------                          ------------------------


                                        5
<PAGE>

                               CONSENT TO SUBLEASE


     EASTRIDGE PROPERTIES I CORPORATION,  a New York corporation,  acting herein
by ALBERT B. ASHFORTH, INC., duly authorized,  with an office at 925 Westchester
Avenue,  White  Plains,  New York 10604  ("Landlord"),  hereby  consents  to the
sublease by GENERAL MOTORS CORPORATION ("Tenant"),  to INTERNATIONAL  DISPENSING
CORPORATION,   with  a  office  at  342  Madison  Avenue,  New  York,  New  York
("Subtenant"), of the premises located at 2500 Westchester Avenue, Purchase, New
York 10577, and described in the sublease between Tenant and Subtenant, dated as
of 11/5/97 ("Sublease"),  upon the terms and conditions set forth therein, which
premises are now leased to Tenant  pursuant to a lease dated August 31, 1995, as
amended (the  "Lease"),  upon the following  terms and  conditions:

     (a) Nothing herein contained shall be construed to modify, waive, impair or
affect  any  of the  covenants,  agreements,  terms,  provisions  or  conditions
contained  in the Lease.  This  Consent  does not and shall not be  construed or
implied to be a consent  to any other  matter  for which  Landlord's  consent is
required under the Lease including any other or further subletting or assignment
by either Tenant or Subtenant.

     (b) Upon the expiration or any earlier  termination of the Lease or in case
of the  surrender of the Lease by Tenant to Landlord,  the Sublease and the term
and estate thereby granted shall, at the option of the Landlord, terminate as of
the effective date of such expiration,  termination or surrender,  and Subtenant
shall vacate such portion of the premises on such date.

     (c) (a) Tenant and  Subtenant  hereby agree that if  Subtenant  shall be in
default of any  obligation of Subtenant  under the Sublease,  which default also
constitutes   a  default  by  Tenant  under  the  Lease,   the  Landlord   shall
simultaneously provide Tenant and Subtenant with a notice of such


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<PAGE>

default and in the event the default shall continue  beyond the applicable  cure
period in the Lease,  Landlord  shall be permitted to avail itself of all of the
rights and remedies available to Tenant.

         (b) Tenant expressly  acknowledges and agrees that the exercise by
Landlord of any of the foregoing rights and remedies shall not in any way impair
Landlord's  entitlement  to pursue other rights and  remedies  directly  against
Tenant.

     (d) A true and complete copy of the Sublease is attached  hereto and a true
and  complete  copy of each and every  amendment  thereto  shall be delivered to
Landlord  within ten (10) days after the execution  and delivery  thereof by the
parties  thereto;  it being  understood that any amendment to the Sublease shall
require the Landlord's  consent as provided in the Lease.  It is understood that
Landlord  shall not be deemed to be party to the Sublease or any such  amendment
nor bound by any of the covenants,  agreements,  terms, provisions or conditions
thereof and that  neither the  execution  and  delivery of this  Consent nor the
receipt by  Landlord of a copy of any such  amendment  shall be deemed to change
any  provision  of this  Consent or to be a consent  to, or an  approval  by the
Landlord of, any provision contained in any such amendment.

     (e) In consideration of this Consent,  throughout the term of the Sublease,
Subtenant  shall  include  Landlord and Albert B.  Ashforth,  Inc. as additional
insureds,  each to the extent of its interest in the Premises and the  Building,
under  Subtenant's  general  liability  insurance policy or policies.  Subtenant
shall  provide  Landlord  with a  certificate  verifying  insurance  coverage in
amounts not less than Two Million ($2,000,000.00) Dollars.


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<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused these  presents to be
duly executed as of the 12th day of November, 1997.


                                       LANDLORD

                                       EASTRIDGE PROPERTIES I CORPORATION

WITNESS:                               By Albert B. Ashforth, Inc.
                                       Its Agent and Authorized Signatory

                                           By:/s/ Michael J. Siatyk
--------------------------                    ----------------------------
                                              Michael J. Siatyk
                                              Its Senior Vice President


                                       TENANT

WITNESS:                               GENERAL MOTORS CORPORATION

/s/ M.J. Ansley                            By:/s/ M.P. Cullen
--------------------------                    ----------------------------
                                               M.P. Cullen
                                               Its Director of Worldwide
                                                Real Estate


                                       SUBTENANT

WITNESS:                               INTERNATIONAL DISPENSING
                                        CORPORATION

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



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