EXHIBIT 10.10


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                     PREFERRED STOCK SUBSCRIPTION AGREEMENT
                         Dated as of September 23, 1999

                                  By and Among

                    THE INVESTORS LISTED ON EXHIBIT A HERETO

                                       and

                      INTERNATIONAL DISPENSING CORPORATION


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                     PREFERRED STOCK SUBSCRIPTION AGREEMENT

         PREFERRED STOCK  SUBSCRIPTION  AGREEMENT (this "Agreement") dated as of
September 23, 1999, by and among the Investors  listed on Exhibit A hereto (each
a "Investor," and collectively the "Investors"),  and  INTERNATIONAL  DISPENSING
CORPORATION, a Delaware corporation (the "Company").

                              W I T N E S S E T H :

         WHEREAS, the Investors desire to subscribe for, and the Company desires
to issue up to an aggregate of 1,000 shares of the Company's Series A Redeemable
Convertible  Preferred Stock, par value $.001 per share (the "Preferred  Stock")
for the per share  purchase  price of $2,000  on the  terms and  subject  to the
conditions set forth herein.

         NOW, THEREFORE, IT IS AGREED:

                                    ARTICLE I
          ISSUANCE OF STOCK AND PAYMENT OF SUBSCRIPTION PRICE; CLOSING

     1.1   ISSUANCE OF STOCK.  Subject  to the terms and conditions set forth in
this Agreement,  the Company agrees to sell to the Investors,  and the Investors
severally  irrevocably subscribe for and agree to purchase for $2,000 per Share,
1,000 shares of Preferred Stock (the "Shares").

     1.2   CLOSING DATES.

           (a)  The  purchase  and sale of the Shares shall occur at one or more
closings  (each,  a  "Closing")  at such  times as shall  be  determined  by the
Company,  subject to the  conditions  set forth in this  Agreement.  The initial
Closing  shall occur  within  three  business  days after the  execution of this
Agreement by the Company and the Investors . The date of the initial  Closing is
hereinafter  referred to as the "Initial  Closing Date." On the Initial  Closing
Date  GREGORY B.  ABBOTT,  GEORGE V.  KRISTE,  LOUIS  SIMPSON and GARY  ALLANSON
(collectively,  the "Investors") shall purchase THREE HUNDRED FIFTY (350) Shares
and shall pay to the Company by certified  check or wire transfer of immediately
available funds, SEVEN HUNDRED THOUSAND DOLLARS ($700,000).


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           (b)  Subsequent  Closings shall occur not less than  forty-five  (45)
days after written NOTICE BY THE COMPANY TO THE INVESTORS (THE "CALL NOTICE") IN
THE FORM  ATTACHED  HERETO AS  EXHIBIT  B. The Call  Notice  shall set forth the
number of Shares to be issued and sold to the Investors at such Closing.  Within
forty-five  (45) days after the giving of the Call Notice to the Investors,  the
Investors  shall give written notice to the Company  setting forth the amount of
Shares to be purchased BY EACH  INVESTOR AT THE CLOSING TO WHICH THE CALL NOTICE
RELATES;  PROVIDED, that if the Investors cannot agree upon the number of Shares
to be purchased by them, each Investor shall be severally  obligated to purchase
the entire  number of Shares as set forth in the Call  Notice.  The  Company may
schedule as many Closings as it desires, subject to the following conditions:

                     (i)     The Company  shall  not issue and sell more than an
                aggregate  of 350 Shares  (including  Shares sold on the Initial
                Closing Date) prior to November 1, 1999.

                     (ii)    The Company  shall  not issue and sell more than an
                aggregate  of 560  Shares on a  cumulative  basis from and after
                (and  including)  the Initial  Closing Date through  February 1,
                2000.

                     (iii)   The Company shall not issue and sell  more  than an
                aggregate  of 860  shares on a  cumulative  basis from and after
                (and including) the Initial Closing Date through May 1, 2000.

                     (iv)    The Company  shall  not issue and sell more than an
                aggregate of 1,000  Shares on a cumulative  basis from and after
                (and  including) the Initial  Closing Date and no Investor shall
                have the  obligation  to purchase  any Shares  after  August 31,
                2000.

                     (v)     Any  Investor,  at any time,  in  his  or  its sole
                direction, upon written notice to the Company, may terminate his
                commitment to purchase Shares.

                     (vi)    The   commitment   of  each  Investor  to  purchase
                additional  Shares shall also terminate upon written notice from
                the Company  that the Company  has  determined  not to issue and
                sell additional  Shares pursuant to this Agreement.  The Company
                may make such  determination  in its sole discretion and without
                incurring  any  penalty  or  incurring  any  obligation  to  any
                Investor.

                     (vii)   No Investor shall have the obligation  to  purchase
                any Shares at any time during which the Company does not have at
                least $100,000 in cash or immediately available funds in bank or
                investment accounts, which have not been pledged or hypothecated
                or subject to any lien.


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     1.3   LEGENDS.  From and  after  the date hereof,  all  share  certificates
representing  Shares,  or shares of the  Common  Stock into which the Shares are
convertible  ("Conversion  Shares"),  shall bear a legend  which  shall state as
follows:

                "THE SECURITIES REPRESENTED BY THIS  CERTIFICATE HAVE
           NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
           AMENDED,  AND HAVE BEEN  ACQUIRED FOR  INVESTMENT  AND NOT
           WITH A  VIEW  TO,  OR IN  CONNECTION  WITH,  THE  SALE  OR
           DISTRIBUTION  THEREOF.  NO SUCH SALE OR DISPOSITION MAY BE
           EFFECTED  WITHOUT  AN  EFFECTIVE   REGISTRATION  STATEMENT
           RELATED  THERETO OR AN OPINION OF COUNSEL  FOR THE COMPANY
           THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT."


                              ARTICLE II
             REPRESENTATIONS AND COVENANTS OF THE COMPANY

2.   REPRESENTATIONS  AND  COVENANTS  OF  THE  COMPANY.   The   Company   hereby
represents, warrants and agrees as follows:

     2.1   EXISTENCE  AND  GOOD  STANDING.  The  Company  is  a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware.  The Company has the requisite  corporate  power and authority to own,
lease and  operate  its  properties  and to carry on its  business  as now being
conducted.  The Company is duly  qualified  or licensed to do business and is in
good  standing in each  jurisdiction  in which the  character or location of the
properties  owned,  leased  or  operated  by the  Company  or the  nature of the
business conducted by the Company makes such qualification or license necessary,
except where the failure to be so duly  qualified  or licensed  would not have a
material  adverse  effect on the business,  operations,  financial  condition or
results of operations of the Company (a "Material Adverse Effect").

     2.2   CAPITAL  STOCK.   The   Company   has  an  authorized  capitalization
consisting of 40,000,000  shares of common stock, par value $.001 per share (the
"Common  Stock") and 2,000,000  shares of Preferred  Stock,  par value $.001 per
share. Of the Common Stock,  9,566,668  shares are issued and outstanding and no
shares of Preferred  Stock are issued and  outstanding.  Options and warrants to
purchase an aggregate of 2,327,776  shares of Common Stock are  outstanding.  On
the Initial Closing Date and on each  subsequent  date of Closing,  after giving
effect to the  transactions  contemplated by this Agreement,  each Investor will
receive good and  marketable  title to the Shares he acquires  from the Company,
free and clear of all liens,  claims  and other  encumbrances.  All  outstanding
shares of  capital  stock of the  Company  have  been,  and will on the  Initial
Closing  Date  be,  duly  authorized  and  validly  issued  and  fully  paid and
nonassessable.  Other than as set forth on SCHEDULE 2.2 and as set forth in this
Agreement, there will be on the Initial Closing Date no


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outstanding  subscriptions,  options,  registration  rights,  warrants,  rights,
calls,  commitments,  conversion rights, rights of exchange,  preemptive rights,
rights of first refusal, rights of first offer, plans or other agreements of any
character  providing  for the  purchase,  registration,  issuance or sale of any
shares of the capital stock of the Company.

     2.3   AUTHORIZATION AND VALIDITY OF THIS AGREEMENT.  The  Company  has  the
requisite  corporate  power and authority to execute and deliver this  Agreement
and  to  perform  its  obligations  hereunder.   The  execution,   delivery  and
performance  of  this  Agreement  by the  Company  and  the  performance  of its
obligations  hereunder  have been duly  authorized  and approved by its Board of
Directors and no other corporate  action on the part of the Company is necessary
to authorize the  execution,  delivery and  performance of this Agreement by the
Company. This Agreement has been duly executed and delivered by the Company and,
assuming  due  execution  of this  Agreement  by the  Investors,  is a valid and
binding obligation of the Company  enforceable against the Company in accordance
with its terms,  except to the extent that its  enforceability may be subject to
applicable bankruptcy, insolvency,  reorganization,  moratorium and similar laws
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
equitable principles.

     2.4   SEC DOCUMENTS; NO MATERIAL CHANGES.  (a) The Company has furnished to
the  Investors  true,  correct and complete  copies of its Annual Report on Form
10-KSB for the fiscal year ended December 31, 1998 and its Quarterly  Reports on
Form  10-QSB for the  quarters  ended  March 31,  1999 and June 30,  1999.  Such
periodic  reports  constitute all the documents that the Company was required to
file with the  Securities  and Exchange  Commission  (the "SEC") from January 1,
1999 to the Initial  Closing  Date.  Each of the periodic  reports  filed by the
Company with the SEC since June 30, 1998 ("SEC  Documents")  has been timely and
duly filed and when filed was in  compliance  in all material  respects with the
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act") and the rules and regulations of the SEC thereunder applicable to such SEC
Document. Each of the SEC Documents (including the financial statements included
therein) was  complete and correct in all material  respects as of its date and,
as of its date, did not contain any untrue statement of material fact or omit to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements made therein, in light of the circumstances under which they
were made, not  misleading.  The financial  statements  included  within the SEC
Documents  have been  prepared in  accordance  with GAAP applied on a consistent
basis  during the  periods  involved  (except as may be  indicated  in the notes
thereto) and present fairly or will present fairly (subject,  in the case of the
unaudited  statements,  to normal year-end audit  adjustments)  the consolidated
financial  position of the Company as at the dates thereof and the  consolidated
results of their operations and cash flows for the periods then ended.

           (b)  Since  June  30,  1999,  there has  been no (i) material adverse
change in the business,  operations,  financial condition, results of operations
or prospects of the Company or (ii) material damage,  destruction or loss to any
asset or  property,  tangible or  intangible,  of the Company  which  materially
affects the ability of the Company to conduct its business.  Notwithstanding the
foregoing,  the  Investors  acknowledge  that the Company is in the  development
stage,  has incurred  significant  losses since  inception  and will continue to
incur significant losses.


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     2.5   CONSENTS AND APPROVALS: NO VIOLATIONS.  The execution and delivery of
this  Agreement  by  the  Company  and  the  consummation  of  the  transactions
contemplated hereby and thereby (a) will not violate or contravene any provision
of the Certificate of Incorporation  or By-laws of the Company,  or any statute,
rule,  regulation,  order or decree of any public body or authority by which the
Company is or any of its properties  are bound,  (b) will not require any filing
with,  or  consent  of, or the giving of any  notice  to,  any  governmental  or
regulatory  body,  agency or  authority,  or any other  person  and (c) will not
result in a violation or breach of, conflict with, constitute a default (or give
rise to any right of termination,  cancellation, payment or acceleration) under,
or result in the  creation  of any  encumbrance  upon any of the  properties  or
assets of the Company under,  any of the terms,  conditions or provisions of any
agreement, instrument or obligation to which the Company is a party, or by which
any of its  properties  or  assets  may be bound or under  which it may have any
rights,  excluding  from the  foregoing  clauses (b) and (c)  filings,  notices,
permits, consents and approvals, the absence of which, and violations, breaches,
defaults,  conflicts and encumbrances of which, in the aggregate, would not have
a Material Adverse Effect.

     2.6   BROKER'S OR FINDER'S FEES. No agent, broker, person or firm acting on
behalf of the Company, is, or will be, entitled to any commission or broker's or
finder's  fees from the  Company,  or from any  person  or  entity  controlling,
controlled by or under common control with the Company,  in connection  with any
of the transactions contemplated by this Agreement;  PROVIDED, HOWEVER, that the
independent  committee of the Board of Directors of the Company retained Brooks,
Houghton & Company, Inc. ("BHC") to render an opinion concerning the fairness of
the  transactions  contemplated by this Agreement to the holders of Common Stock
of the  Company  and  BHC  will  be  paid a fee by  the  Company  in  connection
therewith.

     2.7   REVERSE STOCK SPLIT. The Board of Directors of the Company shall meet
at an appropriate  time to consider the terms of a possible  reverse stock split
of the Company's Common Stock, and if that occurs,  the numbers set forth herein
will be adjusted in an equitable manner.


                                   ARTICLE III
                        REPRESENTATIONS OF THE INVESTORS

3.   REPRESENTATIONS OF THE INVESTORS.  Each Investor, represents,  warrants and
agrees, for itself or himself only, as follows:

     3.1   EXISTENCE AND GOOD STANDING; POWER AND AUTHORITY.  Such Investor,  if
it  is a  corporation,  a  limited  liability  company  or a  limited  liability
partnership, is duly organized,  validly existing and in good standing under the
laws of the jurisdiction of its organization.  Such Investor has the legal power
and authority to enter into,  execute and deliver this Agreement and perform its
obligations  hereunder and  thereunder.  This Agreement has been duly authorized
and  approved by such  Investor  and is a valid and binding  obligation  of such
Investor  enforceable against such Investor in accordance with its terms, except
to the extent that its enforceability may be subject to applicable


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bankruptcy,  insolvency,  reorganization,  moratorium  and  other  similar  laws
effecting  the  enforcement  of  creditors'  rights  generally  and  by  general
equitable principles.

     3.2   RESTRICTIVE DOCUMENTS.  Such Investor is not subject to any mortgage,
lien, lease, agreement,  instrument,  order, law, rule, regulation,  judgment or
decree, or any other  restriction of any kind or character,  which would prevent
consummation  by  such  Investor  of  the  transactions   contemplated  by  this
Agreement.

     3.3   PURCHASE FOR  INVESTMENT.  Such  Investor will acquire the Shares for
its own  account  for  investment  and not  with a view  toward  any  resale  or
distribution  thereof;  provided,  however,  that the  disposition  of each such
Investor's  property  shall at all times  remain  within the sole control of the
Investor.

     3.4   BROKER'S OR FINDER'S  FEES.  No agent, broker,  person or firm acting
on behalf  of such  Investor  is,  or will be,  entitled  to any  commission  or
broker's or finder's  fees from any of the  parties  hereto,  or from any person
controlling,  controlled  by or under  common  control  with any of the  parties
hereto,  in  connection  with  any  of the  transactions  contemplated  by  this
Agreement.

     3.5   EXEMPTION FROM  REGISTRATION.  Such Investor  acknowledges  that  the
offering and sale of the Shares is intended to be exempt from registration under
the  Securities  Act of 1933, as amended (the  "Securities  Act"),  by virtue of
Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

     3.6   ABILITY TO BEAR ECONOMIC RISK.  Such Investor has determined that the
Shares are a suitable  investment  for the  Investor,  that the Investor has the
financial  ability to bear the economic  risk of its  investment in the Company,
has adequate means of providing for its current needs and personal contingencies
and has no need for liquidity with respect to investment in the Company.

     3.7   NO  LIQUIDITY.  Such Investor will not sell or otherwise transfer the
Shares without registration under the Act or an exemption  therefrom,  and fully
understands  and agrees that the  Investor  must bear the  economic  risk of its
investment for an indefinite  period of time because,  among other reasons,  the
Shares have not been  registered  under the Act or under the securities  laws of
any state and,  therefore,  cannot be resold,  pledged,  assigned  or  otherwise
disposed  of unless  they are  subsequently  registered  under the Act and under
applicable  state  securities  laws or an exemption  from such  registration  is
available.  Such Investor also understands that sales or transfers of the Shares
are further restricted by the provisions of state securities laws.

     3.8   SUITABILITY  AND  ACCREDITED  STATUS.  Such  Investor  represents and
warrants that such Investor is an accredited  investor and that all  information
provided by such Investor in the Purchaser  Questionnaire  executed simultaneous
herewith is true and correct as of the Initial Closing Date.


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     3.9   ACCESS  TO  INFORMATION.  Such Investor acknowledges that the Company
has made  available  to him the  opportunity  to ask  questions  of, and receive
answers from, the management of the Company  concerning the terms and conditions
of this  Agreement  and the business,  financial  condition and prospects of the
Company and to obtain additional information to the extent the Company possesses
such  information  or can  acquire it without  unreasonable  effort or  expense,
necessary to verify the accuracy of the information given to the Investor in the
SEC  Documents  or  otherwise  to  make  an  informed  investment  decision  and
acknowledges  that all material  documents,  records and books pertaining to the
investment have, on request,  been made available to any advisors  designated by
the Investor to receive such information.

                                   ARTICLE IV
                                    COVENANTS

     4.1    APPOINTMENT   OF   DIRECTORS;   DIRECTORS  AND  OFFICERS  INSURANCE.
The holders of the Shares  shall be entitled to appoint one (1)  Director to the
Company's  Board of Directors until such time as a majority of the issued Shares
have been converted  into Common Stock.  The Company shall maintain at all times
from the date hereof and during the period which any person designated solely by
the  holders  of Shares to act as a  director  of the  Company  pursuant  to the
provisions of the Certificate of Designation of the Preferred  Stock, so acts as
a director,  an insurance policy or policies providing  liability  insurance for
directors,  officers,  employees,  agents or  fiduciaries  of the  Company of an
amount not less than FIVE MILLION DOLLARS  ($5,000,000),  which is now currently
in effect.  The designee of the holders of the Preferred  Stock shall be covered
by such policy or policies in accordance  with its or their terms to the maximum
extent of the coverage available for any such director, officer, employee, agent
or fiduciary under such policy or policies.  In addition,  such designee will be
entitled to the full and complete indemnification by the Company as permitted by
applicable law.

     4.2   SEC REPORTS. So long as any Shares are outstanding  the Company shall
(a) within 15 days of each  required  filing date  (i.e.,  the date on which the
reports or other  documents  are  required to be filed with the SEC  pursuant to
Sections  13(a) and 15(d),  (b)  transmit by mail to all  holders of Shares,  as
their names and addresses  appear in the corporate books and records  maintained
by the Company,  without  cost to such  holders,  copies of the annual  reports,
quarterly reports and other documents which the Company is required to file with
the SEC  pursuant  to  Sections  13(a) and 15(d) of the  Exchange  Act,  and (c)
transmit to all holders any and all documents or materials distributed to all of
the holders of the Common  Stock  simultaneously  with the  distribution  to the
holders of Common Stock.

                                    ARTICLE V
                               REGISTRATION RIGHTS

     5.1   CERTAIN  DEFINITIONS.  As  used   in this  Article  V,  the following
terms shall have the following respective meanings:


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           "Holders" shall mean the holders of Registrable Securities.

           "Initiating  Holders" shall mean any persons who in the aggregate are
Holders of at least a  majority  of the  voting  power  held by all  outstanding
Registrable Securities.

           "Registrable  Securities"  shall mean (i) the  Conversion  Shares and
(ii) any Common  Stock issued in respect  thereof  upon any stock  split,  stock
dividend, recapitalization or similar event.

           "Requesting  Stockholders"  shall mean holders of  securities  of the
Company  entitled to have securities  included in any  registration  pursuant to
Section 5.2 and who shall request such inclusion.

           The terms "register,"  "registered" and "registration" shall refer to
a  registration  effected by preparing  and filing a  registration  statement in
compliance  with  the  Securities  Act  and  applicable  rules  and  regulations
thereunder,  and  the  declaration  or  ordering  of the  effectiveness  of such
registration statement.

           "Registration  Expenses"  shall  mean all  expenses  incurred  by the
Company in  compliance  with  Sections  5.2 and 5.3 hereof,  including,  without
limitation,  all  registration  and filing  fees,  printing  expenses,  fees and
disbursements of counsel for the Company, blue sky fees and expenses, reasonable
fees and  disbursements  of one counsel  for all the selling  Holders for a "due
diligence"  examination  of the Company,  and the expense of any special  audits
incident to or required by any such registration (but excluding the compensation
of regular  employees  of the  Company,  which shall be paid in any event by the
Company).

           "Selling Expenses" shall mean all underwriting  discounts and selling
commissions  applicable to the sale of  Registrable  Securities and all fees and
disbursements of counsel for any Holder, except as otherwise provided herein.

           "Underwritten   Offering"   shall  mean  the  offering  and  sale  of
Registrable   Securities  in  a  registration  pursuant  to  a  firm  commitment
underwriting  to an  underwriter  at a fixed price for reoffering or pursuant to
agency or best efforts arrangements with a placement agent or underwriter.

     5.2   DEMAND REGISTRATION

     (a)   REQUESTS  FOR  REGISTRATION.  At any time after thirty (30) days from
the date of this Agreement the Initiating Holders may request registration under
the Securities Act of all or part of their  Registrable  Securities.  Within ten
(10) days after  receipt of any such  request,  the  Company  will give  written
notice of such  requested  registration  to all  other  Holders  of  Registrable
Securities and any other stockholder having registration rights which entitle it
to  participate  in  such  registration.   The  Company  will  include  in  such
registration  all  Registrable  Securities with respect to which it has received
written requests for inclusion therein within fifteen (15) days after receipt


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of the Company's  notice.  The Company  shall cause its  management to cooperate
fully and to use its best efforts to support the registration of the Registrable
Securities  and  the  sale  of  the  Registrable  Securities  pursuant  to  such
registration as promptly as is practicable.  Such cooperation shall include, but
not be limited to,  management's  attendance  and  reasonable  presentations  in
respect of the Company at road shows with respect to the offering of Registrable
Securities.  All registrations  requested under this Section 5.2(a) are referred
to herein as "Demand  Registrations." The Holders of Registrable Securities will
be entitled to request one Demand  Registration  hereunder.  A registration will
not count as a Demand  Registration  until it has become  effective.  Should the
Demand  Registration  not be filed by the Company  within sixty (60) days of the
date of the Company's  written notice to the Holders of Registrable  Securities,
then the Company shall pay to all the Holders of  Registrable  Securities,  on a
pro rata basis, as liquidated damages, the sum of FIVE THOUSAND DOLLARS ($5,000)
per day for  each  day  beyond  the  sixty  (60)  day  period  that  the  Demand
Registration has not become effective.

     (b)   DEMAND REGISTRATION EXPENSES. The Company will pay up to an aggregate
of TWENTY THOUSAND DOLLARS ($20,000) of Registration Expenses in connection with
a Demand Registration hereunder.  The Requesting Stockholders shall be obligated
to pay their pro rata share (based on the number of their Registrable Securities
included  in  the  registration  statement)  of  any  Registration  Expenses  in
connection  with a Demand  Registration  which exceed  TWENTY  THOUSAND  DOLLARS
($20,000)  in the  aggregate.  The  Requesting  Stockholders  shall also pay all
Selling Expenses  attributable to the sale of their  securities  pursuant to any
Demand   Registration,   including   their  pro  rata  share  of  all  fees  and
disbursements  of  counsel  for the  Holders  in  connection  with  such  Demand
Registration.

     (c)   PRIORITY  ON DEMAND  REGISTRATIONS.  If a Demand  Registration  is an
Underwritten  Offering,  and the  managing  underwriters  advise the  Company in
writing that in their opinion the number of Registrable  Securities requested to
be included  exceeds the number which can be sold in such offering,  the Company
will include in such registration such number of shares, which in the opinion of
such  underwriters,  may be  sold,  allocated  among  the  Holders  electing  to
participate  and all other persons  entitled to and electing to participate  pro
rata in accordance with the amounts of securities requested to be so included by
the respective Holders and other persons.

     (d)   RESTRICTIONS  ON  DEMAND  REGISTRATION.   The  Company  will  not  be
obligated  to effect any  Demand  Registration  within six (6) months  after the
effective  date of a previous  registration  in which the Holders of Registrable
Securities  were given  piggyback  rights  pursuant  to Section 5.3 other than a
registration of Registrable Securities intended to be offered on a continuous or
delayed basis under Rule 415 or any successor rule under the Securities Act.

     5.3   PIGGYBACK REGISTRATIONS

     (a)   RIGHT TO PIGGYBACK.  Whenever the Company proposes to register any of
its  securities  under the  Securities  Act  (other  than  pursuant  to a Demand
Registration)  and  the  registration  form  to be  used  may be  used  for  the
registration and contemplated disposition of


<PAGE>


Registrable  Securities  (a  "Piggyback  Registration"),  the Company  will give
prompt written notice to all Holders of Registrable  Securities of its intention
to effect such a registration  so that such notice is received by each Holder at
least  twenty (20) days before the  anticipated  filing  date.  The Company will
include in such  registration  all Registrable  Securities with respect to which
the Company has received written requests for inclusion  therein within ten (10)
days after the receipt of the Company's notice.

     (b)   PIGGYBACK EXPENSES.  In connection with each Piggyback  Registration,
all of the Registration  Expenses of the Holders of Registrable  Securities will
be paid by the Company and such  Holders  shall pay all of the Selling  Expenses
attributable  to  the  sale  of  their  securities  pursuant  to  the  Piggyback
Registration,  including their pro rata share of all fees and  disbursements  of
counsel for the Holders in connection with such Piggyback Registration.

     (c)   PRIORITY ON PRIMARY REGISTRATIONS.  If a Piggyback Registration is an
underwritten  primary  registration  on behalf of the Company,  and the managing
underwriters   advise  the  Company  in  writing  that  in  their   opinion  the
distribution of the Registrable  Securities to be included concurrently with the
securities being registered on behalf of the Company would materially  adversely
affect the  distribution  of such  securities  by the Company,  the Company will
include in such  registration  (i) first, the securities the Company proposes to
sell, (ii) second, the Registrable Securities and securities of the Company with
respect to which similar  registration  rights have  heretofore been granted and
requested to be included in such  registration,  pro rata in accordance with the
amounts  of  Registrable  Securities  and  such  securities  requested  to be so
included  by the  respective  Holders  and  holders  of such  securities  of the
Company;  and (iii) third, any other securities requested to be included in such
registration.

     (d)   PRIORITY ON SECONDARY  REGISTRATIONS.  If a Piggyback Registration is
an  underwritten  secondary  registration  on behalf of holders of the Company's
securities,  and the managing underwriters advise the Company in writing that in
their  opinion the  distribution  of the  Registrable  Securities to be included
concurrently with the securities being registered on behalf of the Company would
materially  adversely affect the distribution of such securities by the Company,
the  Company  will  include  in such  registration  (i)  first,  the  securities
requested to be included  therein by the holders  requesting such  registration,
(ii) second,  the  Registrable  Securities  and  securities  of the Company with
respect to which similar  registration  rights have  heretofore been granted and
requested to be included in such  registration,  pro rata in accordance with the
amounts  of  Registrable  Securities  and  such  securities  requested  to be so
included  by the  respective  Holders  and  holders  of such  securities  of the
Company,  and (iii)  third,  other  securities  requested to be included in such
registration.

     5.4   HOLDBACK AGREEMENTS.

     (a)   Each  Holder  of  Registrable  Securities  which  is a party  to this
Agreement  agrees  not to  effect  any  public  sale or  distribution  of equity
securities of the Company, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven (7)


<PAGE>


days prior to and the  90-day  period  beginning  on the  effective  date of any
underwritten  Demand  Registration  in  which  the  Holder  participates  or any
underwritten  Piggyback Registration in which the Holder participates (except as
part of such  underwritten  registration  or with the  consent  of the  managing
underwriter).

     (b)   The Company agrees (i) not to effect any public sale or  distribution
of its equity securities,  or any securities convertible into or exchangeable or
exercisable  for such  securities,  during  the seven (7) days  prior to and the
90-day  period  beginning  on the  effective  date  of any  underwritten  Demand
Registration or any underwritten  Piggyback  Registration (except (A) as part of
such underwritten registration, (B) with the consent of the managing underwriter
or (C)  pursuant  to  registrations  on Form S-8 or any other  similar  form for
employee  benefit  plans),  and (ii) to use its reasonable best efforts to cause
each holder of its equity  securities,  or any  securities  convertible  into or
exchangeable or exercisable for such  securities,  purchased from the Company at
any time after the date of this  Agreement  (other than in a  registered  public
offering)  to agree not to effect any public  sale or  distribution  of any such
securities during such period (except as part of such underwritten registration,
if otherwise permitted or with the consent of the managing underwriter).

     5.5   REGISTRATION   PROCEDURES.   Whenever  the  Holders  of   Registrable
Securities have requested that any Registrable Securities be registered pursuant
to this  Article  V, the  Company  will  use its  best  efforts  to  effect  the
registration and the sale of such Registrable  Securities in accordance with the
intended method of disposition thereof, and pursuant thereto the Company will as
expeditiously as possible:

     (a)   prepare and file with the  Commission a  registration  statement with
respect to such Registrable Securities,  which registration statement will state
that the  Holders  of  Registrable  Securities  covered  thereby  may sell  such
Registrable  Securities  either  under such  registration  statement  or, at any
Holder's  proper  request,  pursuant  to Rule 144 (or any  similar  rule then in
effect), and use its best efforts to cause such registration statement to become
effective (provided that before filing a registration statement or prospectus or
any amendments or supplements  thereto,  the Company will furnish to the counsel
selected by the Holders of a majority of the Registrable  Securities  covered by
such registration  statement copies of all such documents  proposed to be filed,
which documents will be subject to the review and approval of such counsel);

     (b)   prepare and file with the Commission  such amendments and supplements
to such registration  statement and the prospectus used in connection  therewith
as may be necessary to keep such registration statement effective for the period
set forth in  Section  5.5(k)  hereof  and  comply  with the  provisions  of the
Securities Act with respect to the disposition of all securities covered by such
registration  statement  during  such  period in  accordance  with the  intended
methods of  disposition  by the sellers  thereof set forth in such  registration
statement;

     (c)   furnish  to each  Holder of  Registrable  Securities  covered by such
registration  such  number  of  copies  of  such  registration  statement,  each
amendment and supplement  thereto,  the prospectus included in such registration
statement (including each preliminary prospectus) and such


<PAGE>


other documents as such Holder may reasonably request in order to facilitate the
disposition of the Registrable Securities;

     (d)   use  its  best  efforts  to  register  or  qualify  such  Registrable
Securities  covered by such registration under such other securities or blue sky
laws of such jurisdictions as any Holder reasonably  requests and do any and all
other acts and things which may be  reasonably  necessary or advisable to enable
the Holders thereof to consummate the disposition in such  jurisdictions  of the
Registrable  Securities as requested by such Holders  (provided that the Company
will not be required  to qualify  generally  to do business in any  jurisdiction
where it would not  otherwise  be required  to qualify but for this  subsection,
subject  itself to  taxation  in any such  jurisdiction,  or  consent to general
service of process in any such jurisdiction);

     (e)   notify  each  Holder  of  Registrable   Securities  covered  by  such
registration,  at any time when a prospectus  relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result of
which the prospectus included in such registration  statement contains an untrue
statement  of a material  fact or omits to state any fact  necessary to make the
statements therein not misleading, and, the Company will prepare a supplement or
amendment  to  such  prospectus  so  that,  such  prospectus  (or  any  document
incorporated  therein by  reference)  will not contain an untrue  statement of a
material fact or omit to state any fact necessary to make the statements therein
not misleading;

     (f)   cause all such Registrable Securities to be listed on each securities
exchange or automated quotation system on which similar securities issued by the
Company are then listed or quoted;

     (g)   provide a  transfer  agent  and  registrar  for all such  Registrable
Securities not later than the effective date of such registration statement;

     (h)   enter  into such  customary  agreements  (including  an  underwriting
agreement in customary form) and take all such other actions as the Holders of a
majority of the Registrable  Securities being sold or the underwriters,  if any,
reasonably  request in order to expedite or facilitate  the  disposition of such
Registrable Securities (including, without limitation, using its best efforts to
effect a stock split or a combination of shares);

     (i)   make available for inspection by any Holder of Registrable Securities
covered by such registration,  any underwriter  participating in any disposition
pursuant to such registration statement,  and any attorney,  accountant or other
agent  retained  by any such  seller or  underwriter,  all  financial  and other
records,  pertinent corporate documents and properties of the Company, and cause
the  Company's  officers,  directors  and  employees  to supply all  information
reasonably requested by any such seller,  underwriter,  attorney,  accountant or
agent in connection with such registration statement;


<PAGE>


     (j)   otherwise  use its best efforts to comply with all  applicable  rules
and  regulations  of the  SEC,  and make  generally  available  to its  security
holders,  earnings statements  satisfying the provisions of Section 11(a) of the
Securities  Act, no later than 45 days after the end of any 12-month  period (i)
commencing at the end of any fiscal quarter in which Registrable  Securities are
sold and (ii)  beginning  with the first  month of the  Company's  first  fiscal
quarter commencing after the effective date of the registration statement, which
statements shall cover said 12-month periods; and

     (k)   keep each registration  statement  effective for a period of one year
after the effective date of such registration statement, except in the case of a
Form S-3 Registration Statement which shall continue to remain effective.

     5.6   INDEMNIFICATION.   In  the  event  of  any  registration   under  the
provisions of this Article V, the Company,  to the extent permitted by law, will
indemnify any Holder participating in such registration, its respective officers
and directors,  if any, and each person, if any, who controls such Holder within
the meaning of Section 15 of the  Securities  Act,  against all losses,  claims,
damages  and  liabilities  caused by any untrue  statement  of a  material  fact
contained  in the  registration  statement  or  prospectus  (and as  amended  or
supplemented  if the Company shall have  furnished any amendments or supplements
thereto), or caused by any omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading and
will  reimburse  such Holder its officers and directors and any person,  if any,
who controls such Holder within the meaning of Section 15 of the Securities Act,
against any legal or other expenses reasonably incurred by such Holder, officer,
director  or person in  connection  with  investigating  or  defending  any such
losses, claims, damages and liabilities,  except insofar as such losses, claims,
damages or liabilities are caused by any untrue statement or omission  contained
in information  furnished in writing to the Company by such Holder participating
in  such  registration  or  by  underwriters  expressly  for  use  therein.  The
obligation of the Company under this Article V to register securities for any of
the  Holders  shall be subject to the  condition  that each such  Holder and the
underwriters  involved in the offering  shall  furnish to the Company in writing
such  information  as shall be  reasonably  requested  by the Company for use in
connection with the preparation of any such registration statement or prospectus
and, to the extent permitted by law, shall indemnify the Company,  its directors
and officers,  any other  underwriter,  the other Holders  participating in such
registration  and each person,  if any,  who  controls  the  Company,  any other
underwriter  or such  other  Holders,  within  the  meaning of Section 15 of the
Securities Act, against all losses,  claims,  damages and liabilities  caused by
any untrue  statement  or omission  contained  in  information  so  furnished in
writing to the  Company by such  Holder or such  underwriter  expressly  for use
therein.

     5.7   CONTRIBUTION.  If the indemnification  provided for in this Article V
from the  indemnifying  party is unavailable as a matter of law or public policy
to any indemnified party hereunder in respect of any losses,  claims, damages or
liabilities  referred  to  herein,  then  the  indemnifying  party,  in  lieu of
indemnifying  such  indemnified  party,  shall  contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages or
liabilities  in such  proportion as is appropriate to reflect the relative fault
of the indemnifying party and indemnified parties in connection with the actions
which resulted in such losses, claims, damages


<PAGE>


or  liabilities,  as well as any other relevant  equitable  considerations.  The
relative  fault of such  indemnifying  party and  indemnified  parties  shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged  omission to state a material  fact,  has been made by, or relates to
information supplied by, such indemnifying party or indemnified parties, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such action. The amount paid or payable by a party under this
Article V as a result of the losses, claims, damages and liabilities referred to
above shall be deemed to include any legal or other fees or expenses  reasonably
incurred by such party in connection with any  investigation or proceeding.  The
parties  hereto agree that it would not be just and  equitable  if  contribution
pursuant to this Section 5.7 were  determined  by pro rata  allocation or by any
other  method  of  allocation  which  does not  take  account  of the  equitable
considerations referred to herein.

     5.8   TERMINATION. The registration rights provided in this Article V shall
terminate as to any  Investor  which can  immediately  sell all of the shares of
Common Stock issued or issuable to such Investor  upon  conversion of the Shares
in a single sale pursuant to Rule 144 under the Securities Act.


                                   ARTICLE VI
                                   INDEMNITIES

     6.1   INDEMNITY OF INVESTORS. Each Investor, severally, agrees to indemnify
and hold  harmless the Company and each other  person,  if any, who controls the
Company  within the meaning of Section 15 of the Act,  against any and all loss,
liability,  claim, damage and expense whatsoever (including, but not limited to,
any  and  all  expenses  reasonably  incurred  in  investigating,  preparing  or
defending   against  any  litigation   commenced  or  threatened  or  any  claim
whatsoever) arising out of or based upon any false representation or warranty or
breach or failure by such Investor to comply with any covenant or agreement made
by such Investor  herein or in any other  document  furnished by the Investor to
any of the foregoing in connection  with this  transaction.  The Company  hereby
acknowledges that no Investor shall have any liability for a breach by any other
Investor of any representation, warranty or agreement hereunder.

     6.2   INDEMNITY  OF  COMPANY.  The  Company  agrees to  indemnify  and hold
harmless the Investors,  against any and all loss, liability,  claim, damage and
expense  whatsoever  (including,  but not  limited  to,  any  and  all  expenses
reasonably  incurred  in  investigating,  preparing  or  defending  against  any
litigation  commenced or threatened or any claim  whatsoever)  arising out of or
based  upon any false  representation  or  warranty  or breach or failure by the
Company to comply with any covenant or agreement  made by the Company  herein or
in any other  document  furnished  by the  Company  to any of the  foregoing  in
connection with this transaction.

     6.3   NOTICE TO INDEMNIFYING  PARTY. Each party entitled to indemnification
under this Article VI (the  "Indemnified  Party") shall give notice to the party
required to provide  indemnification  (the "Indemnifying  Party") promptly after
such Indemnified Party has actual


<PAGE>


knowledge of any claim as to which indemnity may be sought, and shall permit the
Indemnifying  Party to assume the  defense  of any such claim or any  litigation
resulting  therefrom,  PROVIDED,  that counsel for the  Indemnifying  Party, who
shall conduct the defense of such claim or any litigation  resulting  therefrom,
shall  be  approved  by the  Indemnified  Party  (whose  approval  shall  not be
unreasonably  withheld),  and the  Indemnified  Party  may  participate  in such
defense at such party's expense, and PROVIDED,  FURTHER, that the failure of any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying  Party of its obligations under this Article VI unless such failure
has had a material adverse effect on the defense against such claim. The parties
to this  Agreement  reserve any rights to claim under this Agreement for damages
actually  incurred  by reason of any  failure of the  Indemnified  Party to give
prompt notice of a claim. To the extent counsel for the Indemnifying Party shall
in such  counsel's  reasonable  judgment,  have a conflict  in  representing  an
Indemnified   Party  in  conjunction  with  the  Indemnifying   Party  or  other
Indemnified  Parties,  such  Indemnified  Party  shall be  entitled  to separate
counsel at the expense of the Indemnifying Party subject to the approval of such
counsel by the  Indemnified  Party  (whose  approval  shall not be  unreasonably
withheld).  No  Indemnifying  Party,  in  the  defense  of  any  such  claim  or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect of such claim or
litigation.  Each  Indemnified  Party shall furnish such  information  regarding
itself or the claim in question as an Indemnifying  Party may reasonably request
in writing and as shall be reasonably required in connection with the defense of
such claim and any litigation resulting therefrom.


                                   ARTICLE VII
                           SURVIVAL OF REPRESENTATIONS

     7.    SURVIVAL OF  REPRESENTATIONS.  The  respective   representations  and
warranties of the Company and the Investors  contained in this  Agreement  shall
survive the Closing for a period of two years.


                                  ARTICLE VIII
                                  MISCELLANEOUS

     8.1   KNOWLEDGE OF THE COMPANY.  Where any  representation or warranty made
by the Company  contained in this Agreement is expressly  qualified by reference
to its  knowledge,  such  knowledge  shall be deemed  to exist if the  matter is
within the knowledge of the executive officers of the Company.

     8.2   EXPENSES The parties hereto shall pay their own expenses  relating to
the transactions contemplated by this Agreement,  including, without limitation,
the fees and expenses of their respective counsel and financial advisers.


<PAGE>


     8.3   GOVERNING LAW. The interpretation and construction of this Agreement,
and all matters relating  hereto,  shall be governed by the laws of the State of
New York  applicable  to agreements  executed and to be performed  solely within
such State.

     8.4   CAPTIONS.  The  Article  and  Section  captions  used  herein are for
reference  purposes  only,  and  shall  not in any way  affect  the  meaning  or
interpretation of this Agreement.

     8.5   NOTICES.  Any notice or other  communication  required  or  permitted
under this Agreement shall be sufficiently  given if delivered in person or sent
by telecopy or by registered or certified mail,  postage  prepaid,  addressed as
follows:  if to any  Investor,  to the  address  set forth on Exhibit A attached
hereto set forth below such  Investor's  name;  and if to the Company,  to it at
2500  Westchester  Avenue,  Suite 304,  Purchase,  New York 10577 (Facsimile No.
914-251-0335) Attention:  Gary Allanson,  President and Chief Executive Officer,
with a copy to its counsel,  Wolf,  Block,  Schorr and Solis-Cohen LLP, 250 Park
Avenue,  New York, New York 10177  (Facsimile  Number  212-986-0604)  Attention:
Martin R. Bring,  , Esq.,  or such other address or number as shall be furnished
in writing by any such party, and such notice or  communication  shall be deemed
to have been  given upon  automatic  confirmation  of  receipt by the  receiving
machine if sent by  telecopier,  upon delivery if delivered in person,  and upon
mailing if mailed.

     8.6   PARTIES  IN  INTEREST  .  This  Agreement  may  not  be  transferred,
assigned,  pledged or hypothecated by any party hereto,  other than by operation
of law. This  Agreement  shall be binding upon and shall inure to the benefit of
the  parties  hereto  and their  respective  heirs,  executors,  administrators,
successors and permitted assigns.

     8.7   COUNTERPARTS.   This  Agreement  may  be  executed  in  two  or  more
counterparts, all of which taken together shall constitute one instrument.

     8.8   ENTIRE AGREEMENT. This Agreement,  including the exhibits, schedules,
and other documents  referred to herein and therein which form a part hereof and
thereof,  contain the entire understanding of the parties hereto with respect to
the subject matter contained herein and therein.  This Agreement  supersedes all
prior  agreements  and  understandings  between the parties with respect to such
subject matter.

     8.9   AMENDMENTS.  This Agreement may not be changed orally, but only by an
agreement in writing signed by the Investors and the Company.

     8.10  SEVERABILITY.  In case any provision in this Agreement  shall be held
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the  remaining  provisions  hereof  will not in any way be  affected or impaired
thereby.

     8.11  THIRD  PARTY  BENEFICIARIES.  Each  party  hereto  intends  that this
Agreement  shall not  benefit  or  create  any right or cause of action in or on
behalf of any person other than the parties hereto.


<PAGE>


     8.12  JURISDICTION.  Any  judicial  proceeding  brought  against any of the
parties to this  Agreement or any dispute  arising out of this  Agreement or any
matter  related  hereto shall be brought in the courts of the State of New York,
or in the United States  District  Court for the Southern  District of New York,
and, by execution  and delivery of this  Agreement,  each of the parties to this
Agreement  accepts the  jurisdiction  of such courts.  The foregoing  consent to
jurisdiction  shall not be deemed to confer  rights on any Person other than the
respective parties to this Agreement.

     8.13  AVAILABILITY OF EQUITABLE REMEDIES.  Since a breach of the provisions
of this Agreement  could not  adequately be  compensated  by money damages,  any
party shall be entitled,  either before or after any Closing, in addition to any
other right or remedy available to it, to an injunction  restraining such breach
or a threatened breach and to specific performance of any such provision of this
Agreement,  and in either  case no bond or other  security  shall be required in
connection  therewith,  and the parties  hereby  consent to the issuance of such
injunction and to the ordering of specific performance.

     IN WITNESS  WHEREOF,  the  Investors  have  signed this  Agreement  and the
Company has caused its corporate name to be hereunto  subscribed by its officers
thereunto duly authorized, all as of the day and year first above written.


                                            INTERNATIONAL DISPENSING CORPORATION

                                            BY: /s/Gary Allanson
                                                --------------------
                                                Name: Gary Allanson
                                                Title:   President


                                            INVESTORS:


                                            /s/ Gregory B. Abbott
                                            ------------------------
                                            GREGORY B. ABBOTT

                                            /s/ George V. Kriste
                                            ------------------------
                                            GEORGE V. KRISTE

                                            /s/ Louis Simpson
                                            ------------------------
                                            LOUIS SIMPSON

                                            /s/ Gary Allanson
                                            ------------------------
                                            GARY ALLANSON


<PAGE>



                                                                       EXHIBIT A


                                    INVESTORS

                                                            Percentage of Shares
Name                        Address                            to be Purchased

Gregory B. Abbott           120 Kessler Drive                       31.43 %
                            Aspen, Colorado 81611


George V. Kriste            20643 Seabord Road                      31.43%
                            Malibu, California 90265

Louis Simpson               c/o Plaza Investment Managers, Inc.     31.43%
                            5951 La Sendita, Building A
                            Rancho Santa Fe, California 92067

Gary Allanson               275 Long Point Road                     5.71%
                            Crownsville, Maryland 21032







<PAGE>


                                                                       EXHIBIT B

                                   CALL NOTICE

                      INTERNATIONAL DISPENSING CORPORATION
                       2500 Westchester Avenue, Suite 304

                            Purchase, New York 10574

         Reference is made to the Preferred stock Purchase Agreement dated as of
September  23,  1999 by and  among  International  Dispensing  Corporation  (the
"Company")  and  certain  investors  (the   "Investors"),   including  you  (the
"Agreement").  Unless otherwise  defined herein,  capitalized  terms used herein
have the same meanings herein as in the Agreement.

         In  accordance  with  Section  1.2(a) of the  Agreement  you are hereby
notified  that the Company will sell to the Investors at a closing to be held on
[not less than 45 days after the date of this Call Notice] ____ Shares.

         In accordance  with Section 1.2(a) of the Agreement you are required to
notify the Company  within 45 days after the giving of this Call Notice how many
of such ________ Shares you shall purchase.

                                            Very truly yours,

                                            INTERNATIONAL DISPENSING CORPORATION

                                            BY:
                                               ---------------------------------