Exhibit 10.10

                          SALE AND ASSIGNMENT AGREEMENT



     SALE  AND  Assignment  AGREEMENT,  dated  as  of  November  19,  1997  (the
"Agreement"), by and between HARVEY R. MILLER, AS TRUSTEE FOR THE LIQUIDATION OF
STRATTON  OAKMONT,  INC.  under  the  Securities  Investor  Protection  Act (the
"Trustee") and  INTERNATIONAL  DISPENSING  CORPORATION,  a Delaware  corporation
("IDC").

                                R E C I T A L S:

     A. On January 29,  1997,  in the SIPA  liquidation  proceeding  of Stratton
Oakmont,  Inc.  ("Stratton  Oakmont"),  pending in the United States  Bankruptcy
Court for the  Southern  District  of New York  (the  "Bankruptcy  Court")  SIPA
Proceeding No. 97-8074A(TLB) (the "SIPA Proceeding"),  the Trustee was appointed
pursuant to the provision of the Securities  Investor Protection Act of 1970, 15
U.S.C.  ss.78aaa et seq.  ("SIPA"),  to administer  the  liquidation of Stratton
Oakmont; and

     B. As trustee  for  Stratton  Oakmont,  the Trustee is the owner of 995,705
shares of the  common  stock of IDC (the  "shares"),  subject to a pledge of the
Shares  (the  "Pledge")  by  Stratton  Oakmont  in favor of Joseph  Daniel  Card
("Card") to secure certain obligations of Stratton Oakmont to Card; and

     C. The  Shares  are  currently  registered  in the name of Card  solely for
purposes of perfection of the Pledge; and

     D. The Trustee has entered into a settlement agreement with Card (the "Card
Agreement",  the form of which is annexed  hereto as Exhibit "1") providing for,
inter alia, the release by Card of all right, title, and interest in the Shares,
and providing further,  that in consideration for such release,  the Trustee may
allow  Card to  retain  in lieu of a cash  settlement  payment  by the  Trustee,
certain of the Shares (the "Card Shares") as are equal in value to $200,000, all
as more fully set forth in the Card Agreement; and

     E. The  Trustee  has been  advised  that  Stratton  Oakmont and Reseal Food
Dispensing  Systems,  Inc.  ("RFDS")  entered  into  an  underwriting  agreement
pursuant to which Stratton  Oakmont agreed to serve as underwriter  for the sale
of certain common stock and common stock purchase warrants to be used by RFDS to
the public (the "Underwriting Agreement," the form of which is annexed hereto as
Exhibit "2"); and

     F. The trustee has been advised that RFDS subsequently  changed its name to
IDC; and

     G. The Trustee  desires to sell to IDC, or to no more than ten designees of
IDC, subject to the qualification of such designees as provided herein (the "IDC
Designees" and, collectively with IDC, the "IDC Purchasers"), some or all of the
Shares, and the IDC purchaser


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desire to purchase  from the  Trustee,  such Shares free and clear of all liens,
claims,  encumbrances,  and interests upon the terms and conditions  hereinafter
set forth; and

     H. The Trustee  desires to assign to IDC,  and IDC desires to acquire  from
the Trustee,  all of Stratton Oakmont's rights and interests in the Underwriting
Agreement (the transferred Shares and the Underwriting Agreement are hereinafter
referred to as the  "Transferred  Assets") free and clear of all liens,  claims,
encumbrances,  and  interests,  upon the terms and  conditions  hereinafter  set
forth;

     NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES, CONDITIONS, AND COVENANTS
STATED  HEREIN,  THE  PARTIES,  INTENDING TO BE LEGALLY  BOUND,  HEREBY AGREE AS
FOLLOWS:

     1.  Transfer  of  Shares - Upon the  terms and  subject  to the  conditions
contained herein:

          (a) On the Closing  Date (as such term is  hereinafter  defined),  the
     Trustee shall convey to the IDC  purchasers  the first delivery (the "First
     Delivery")  of the  Shares,  which  number of  Shares  shall be equal to or
     greater  than the  total  amount of Shares  (995,705)  minus:  (i) the Card
     Shares, and (ii) 200,000 of the Shares.

          (b) On the  Final  Date (as such  term is  hereinafter  defined),  the
     Trustee shall convey to the IDC Purchasers all of the remaining Shares then
     held by the Trustee (the "Final Delivery").

     2.  Assignment  of Rights - Upon the terms and  subject  to the  conditions
contained herein, on the Closing Date (as such term is hereinafter  defined) the
Trustee shall assign to IDC all of Stratton Oakmont's right, title, and interest
in its agreement with IDC evidenced by the  Underwriting  Agreement,  including,
without  limitation,  provisions  that (i)  Stratton  Oakmont  has an  option to
acquire certain securities of IDC (the Underwriter's  Purchase Option as defined
in the prospectus  annexed hereto as Exhibit "2"); (ii)  shareholders of IDC are
barred from selling or otherwise trading in their stock in IDC without the prior
written  consent of IDC for the two years after the Effective  Date as such term
is defined in the Underwriting Agreement (Underwriting Agreement at P. 3(1)(1));
(iii) IDC is barred from issuing new stock (except in connection  with a divided
or similar transaction) for the two years after the Effective Date (Underwriting
Agreement  at P.  3(1)(2));  (iv)  Stratton  Oakmont has the right to appoint an
observer  to attend  meetings of IDC's  board of  directors  for the three years
after the Effective Date (Underwriting Agreement at P. 3(t)); (v) a finder's fee
of 5% for the first $3 million,  4% for the next $3 million,  3% for the next $2
million,  2% for the next $2  million  and 1% of the  excess,  if any,  over $10
million will be paid to Stratton Oakmont by IDC if Stratton Oakmont introduces a
merger partner (or partner to a similar  transaction)  to IDC for the five years
after the Effective Date (Underwriting  Agreement at P. 3(u)); (vi) IDC must pay
Stratton Oakmont a warrant solicitation fee of 4% of the exercise price of IDC's
warrants  exercised  at least one year  after the  Effective  Date,  subject  to
certain conditions and restrictions  (Underwriting  Agreement at P. 3(v)); (vii)
Stratton Oakmont and IDC each indemnify the other against misrepresentations


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made  in  connection  with  the  registration  or the  prospectus  (Underwriting
Agreement  at P. 6);  and  (viii)  for a period of 24  months  from the date the
offering under the prospectus was complete  neither IDC nor  shareholders of IDC
may offer or dispose of shares of IDC common  stock  without  the prior  written
consent of Stratton  Oakmont  (Underwriting  Agreement  P. 3(1)).  Such sale and
transfer of the Transferred Assets shall be free and clear of all liens, claims,
encumbrances, and interests.

     3. Payments for Transferred  Assets - In  consideration  for the agreements
contained  herein,  the IDC Purchasers shall pay the Trustee sixty cents ($0.60)
(the "Purchase  Price") for each Share  tendered by the Trustee  pursuant to the
terms of this  Agreement.  In the event of the  failure  of an IDC  Designee  to
tender  the  Purchase  Price,  IDC  shall be  obligated  to  tender  such  price
immediately.

     4.  Qualification of IDC Designees - In order to qualify as an IDC Designee
entitled to act as an IDC  Purchaser  hereunder,  each IDC Designee  shall enter
into an agreement  with the Trustee  pursuant to which such IDC  Designee  shall
represent,  acknowledge and agree as follows: (a) such IDC Designee is acquiring
the Shares for its own account, for investment purposes only and not with a view
to the distribution (as such term is used in Section 2(11) of the Securities Act
of 1933,  as amended  (the  "Securities  Act"))  thereof;  (b) such IDC Designee
understands  that such Shares have not been registered  under the Securities Act
and cannot be sold unless  subsequently  registered under the Securities Act and
any applicable state securities laws, or an exemption from such  registration is
available;  (c) such IDC Designee is an "accredited investor" within the meaning
of subparagraph  (a) of Rule 501 under the Securities Act; (d) such IDC Designee
is aware that it may be required to bear the economic  risk of an  investment in
such Shares for an indefinite  period of time,  and it is able to bear such risk
for  an  indefinite   period;  (e)  such  IDC  Designee  has  received  adequate
information,  and has had an opportunity to ask questions of IDC, concerning the
legal,  business,  and  financial  condition of IDC in order to make an informed
decision  regarding an investment in the Shares;  and (f) such IDC Designee will
provide  such other  information  as is  requested  by the Trustee to enable the
Trustee to  conclude  that the sale of Shares by the  Trustee to such  person or
entity will be exempt from the registration provisions of the Securities Act and
any applicable  state  securities laws. The IDC Designees amy appoint one entity
to act as their nominee for the purpose of receiving the Shares purchased by the
IDC Designees hereunder and making payment therefor, and the IDC Designees shall
provide the Trustee with a written representation as to such appointment with an
acknowledgment by such nominee.

     5. Releases - Effective  upon the transfer of the First Delivery of Shares,
the  payment of the  Purchase  Price  therefor  by the IDC  Purchasers,  and the
assignment  of  the  Underwriting  Agreement  (a)  the  Trustee  hereby  waives,
releases,  and relinquishes any and all claims,  rights or causes of action that
the Trustee or Stratton  Oakmont may have against  IDC, its agents,  principals,
and affiliates, whether known or unknown, arising after January 29, 1997 through
and including the date hereof,  except claims arising under this Agreement;  and
(b) IDC hereby waives,  releases,  relinquishes any and all claims,  rights,  or
causes of action that IDC may have against the Trustee or Stratton  Oakmont,  or
their respective agents, principals, and


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affiliates, whether known or unknown, arising after January 29, 1997 through and
including  the  date  hereof,   except  claims  arising  under  this  Agreement.
Notwithstanding  anything in the preceding sentence to the contrary, the Trustee
waives,  releases,  and  relinquishes  all claims,  rights,  or causes of action
arising under the Underwriting Agreement and/or the remaining Transferred Assets
from the date of such agreement through and including the date hereof.

     6.  Conditions  Precedent  - This  Agreement  is subject to approval by the
Bankruptcy  Court,  and shall be of no force or  effect  unless  and until  such
condition is  satisfied.  The Trustee  shall apply to the  Bankruptcy  Court for
approval of this Agreement as soon as is practicable following execution by both
parties. In the event that the Bankruptcy Court does not approve this Agreement,
this Agreement  (except for this paragraph) shall be null and void and shall not
be binding  upon the parties  hereto,  and the  parties  reserve  their  rights,
claims,  and  defenses  without  prejudice  by reason of this  Agreement  or any
statement  made, or action or position taken,  document  prepared or executed in
connection  herewith or at the hearing,  if any, before the Bankruptcy  Court to
consider  authorization  of this  Agreement  (none of which,  in such event,  be
referred  to, or relied  upon,  by any party for any purpose  except as shall be
specifically agreed to in writing by the parties).

     7. Closing Date - Upon the  satisfaction  of the conditions  herein and the
receipt by the Trustee of the qualification documentation set forth in section 4
herein,  the Trustee  shall,  on a business day (the "Closing  Date") as soon as
practicable  following the entry by the Bankruptcy  Court of an order  approving
this  Agreement,  tender the First Delivery of Shares and execute  documentation
evidencing the assignment of the Underwriting  Agreement as provided for herein,
and the IDC  Purchasers  shall tender the Purchase Price  provided  herein.  The
payment of the  Purchase  Price  shall be made by wire  transfer of funds to the
Trustee's account.

     8.  Outside  Date and Final  Date - On, or at any time  prior to, the first
business day (the "Outside  Date") that is 180 days after the Closing Date,  the
Trustee  may tender the Final  Delivery of Shares and the IDC  Purchasers  shall
tender the  Purchase  Price  provided  herein,  provided,  however,  that if the
Trustee  proposes  to tender the Final  Delivery  on a date prior to the Outside
Date, he shall give the IDC Purchasers  notice of such proposed  tender no fewer
than  twenty  days prior to such  tender.  Notwithstanding  the  foregoing,  the
Trustee  shall  tender the Final  Delivery on the Outside  Date if not  tendered
prior to such date.  The  payment of the  Purchase  Price  shall be made by wire
transfer of funds to the Trustee's  account.  The date of the Final Tender shall
be the "Final Date" hereunder.

     9.  Representations  -  General  - Each  party  to  this  Agreement  hereby
represents  and warrants to the other  parties to this  Agreement  that (a) such
party has all power and  authority  necessary to enter into this  Agreement,  to
bind all parties,  persons,  or entities for whom such party acts,  and to carry
out and perform this  Agreement  according to its terms;  (b) this  Agreement is
binding   and   enforceable   upon  such  party;   (c)  no  consent,   approval,
authorization,  or order of,  and no  notice  to, or  filing  with,  any  court,
governmental  authority,  person,  or  entity  is  required  for the  execution,
delivery,  and  performance  by such party of this  Agreement  that has not been
obtained; (d) the execution, delivery, and performance of this


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Agreement  will not conflict or contravene  any contract  obligations  that such
party  has;  (e) such  party is not  relying  on, and  expressly  disclaims  the
existence of or any reliance upon any oral or written  representation,  promise,
statement, opinion, or other act or omission made to such party other than those
expressly  set forth in writing in this  Agreement,  such party has received all
information  that is material to such party related to this Agreement,  and such
party has had the  benefit of counsel  of such  party's  own choice and has been
afforded the opportunity to independently  review and understand this Agreement,
with such  party's  chosen  counsel;  (f) the  parties  have  entered  into this
Agreement  freely and without duress after having  independently  consulted with
their own counsel;  and (g) this  Agreement has been actually  negotiated by and
between the parties, is jointly drafted by their respective  counsel,  and shall
not be construed against any party hereto.

     10. Representations - Other (a) The Trustee represents that, as of the date
of the  execution  of this  Agreement,  he is unaware of any claims or causes of
action held by Stratton Oakmont against IDC, its predecessors and successors, or
its officers,  representatives,  and agents that arose on or before  January 29,
1997.  (b)  IDC  represents  that,  as of the  date  of the  execution  of  this
Agreement,  (i) no amounts  are  currently  due,  owing,  or payable to Stratton
Oakmont  under  the   Underwriting   Agreement  in  respect  of  finders'  fees,
solicitation  fees, or  otherwise,  and (ii) IDC has no plans or intention as of
the date of the  execution  of this  Agreement  to undertake a merger or similar
transaction with a person or entity introduced by Stratton Oakmont as would have
given rise to a finders' fee payable to Stratton  Oakmont under the Underwriting
Agreement.

     11. Rule 144(c) Reporting - From the date this Agreement is approved by the
Bankruptcy  Court through the Final Date,  IDC agrees to use its best efforts to
make and keep  adequate  public  information  regarding  IDC available (as those
terms  are used in Rule  144(c)  under  the  Securities  Act) and file  with the
Securities  and  Exchange  Commission  in a timely  manner all reports and other
documents  required of IDC under the Securities Act and the Securities  Exchange
Act of 1934, as amended.

     12.  Governing  Law - This  Agreement is made and  performable  in New York
County,  New York.  This  Agreement will be governed and construed in accordance
with the laws of the State of New York, without giving effect to the conflict of
laws rules of New York.

     13.  Venue  and  Jurisdiction  - All  actions  against  any  party  to this
Agreement  arising  under  or  relating  in any way to this  Agreement  shall be
brought  exclusively  in the United  States  Bankruptcy  Court for the  Southern
District  of New York.  Each of the  parties  agrees  to submit to the  personal
jurisdiction of, and to waive any objection to venue in, such court.

     14. Waiver of Jury Trial - TO THE FULL EXTENT PERMITTED BY LAW, EACH OF THE
PARTIES KNOWINGLY,  VOLUNTARILY,  AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN  RESPECT OF ANY  LITIGATION  BASED ON THIS  AGREEMENT,  OR
ARISING OUT OF, UNDER, OR IN CONNECTION  WITH THIS  AGREEMENT,  OR ANY COURSE OF
CONDUCT, COURSE


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OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY
PARTY.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES' ENTRY
INTO THIS AGREEMENT.

     15. Successors and Assigns - This Agreement shall continue  perpetually and
shall be binding upon the parties hereto and their  respective  heirs,  personal
representatives,   administrators,   successors   and   assigns   (collectively,
"Successors")  and  shall  inure  to  the  benefit  of the  Parties'  respective
Successors.

     16.  Good  Faith  Cooperation  - The  parties  to this  Agreement  agree to
cooperate in good faith to take all necessary  steps to effectuate all terms and
conditions of this Agreement.

     17.  Counterparts - This Agreement may be executed by the parties hereto in
separate  counterparts,  each of which, when so executed and delivered by one or
more parties shall be deemed an original,  and all of which  counterparts  shall
together constitute one and the same instrument.

     18. Entire  Agreement - This Agreement  represents the entire  agreement of
the parties hereto and the terms are  contractual  and not mere  recitals.  This
Agreement may not be amended,  altered, or modified or changed in any way except
in a writing signed by each of the parties to this Agreement. The parties hereto
further agree that in the event of any subsequent  litigation,  controversy,  or
dispute  concerning  any  of  the  terms,  conditions,  or  provisions  of  this
Agreement,  neither  party shall be  permitted  to offer or  introduce  any oral
evidence  concerning other oral promises or oral agreements  between the parties
relating to the subject  matter of this  Agreement  not  included or referred to
herein and not reflected by a writing signed by each of the parties.


     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed as of the day and year first written above.



/s/ Harvey R. Miller                              /s/ Jon Silverman
----------------------------                      ------------------------
Harvey R. Miller,                                 International Dispensing Corp.
 As Trustee for Stratton Oakmont, Inc.            By:  Jon Silverman
                                                  Title:  President


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