Exhibit 10.9

                              EMPLOYMENT AGREEMENT

         AGREEMENT,  dated  as of the  15th day of  March,  1999 by and  between
INTERNATIONAL  DISPENSING CORPORATION,  a Delaware corporation,  with offices at
2500 Westchester  Avenue,  Suite 304, Purchase,  New York 10577 (the "Company"),
and GARY ALLANSON,  an individual  residing at 275 Longpoint Road,  Crownsville,
Maryland 21032 (the "Employee").

                              W I T N E S S E T H :

         WHEREAS,  the parties  desire to enter into this agreement to set forth
the terms of the Employee's employment by the Company.

         NOW,  THEREFORE,  in consideration of the mutual premises and covenants
set forth  herein and for other good and  valuable  consideration,  the receipt,
adequacy and legal sufficiency of which are hereby acknowledged, the Company and
the Employee mutually agree as follows:

         1.   EMPLOYMENT AND DUTIES.

              (a) EMPLOYMENT. The Company agrees to employ the Employee, and the
Employee  agrees  to  accept  employment  with the  Company,  on the  terms  and
conditions hereinafter set forth.

              (b) SCOPE OF DUTIES.  The Employee's  title shall be President and
Chief  Executive  Officer of the  Company.  The Employee  shall render  services
solely for the  benefit,  and on behalf of the Company and its  subsidiaries  as
directed by the Board of Directors of the Company. The Board of Directors of the
Company shall have the power to determine the general and specific  duties to be
performed  by the  Employee  and the means and the manner by which those  duties
shall be performed  including,  without  limitation,  that the Employee shall be
responsible for overseeing the day

                                       -1-


<PAGE>


to day operations of the Company,  developing and executing a strategic plan for
the Company  and such other areas as the  Employee  and senior  management  deem
appropriate.  The  Company  shall use  reasonable  efforts to schedule an Annual
Meeting of Stockholders to take place on or before  September 30, 1999 and cause
the Employee to be  nominated  for election as a director of the Company at such
meeting.

              (c) EXCLUSIVE  SERVICE.  The Employee shall be required,  and does
hereby  agree,  to devote  his full  working  time and  attention  to the duties
imposed upon him under this Agreement.  The Employee shall perform his duties in
a  diligent  manner;  shall  not  engage  in  activities  which  are or could be
detrimental to the existing or future business of the Company; and shall observe
and conform to all laws,  customs and  standards  of business  ethics and honest
business practices.

              (d) PROFESSIONAL STANDARDS.  Recognizing and acknowledging that it
is essential for the protection and  enhancement of the name and business of the
Company and the good will  pertaining  thereto,  the Employee  shall perform his
duties under this Agreement  professionally and in accordance with the standards
established  by the Company from time to time;  and the Employee  shall not act,
and shall  refrain  from  acting,  in any manner  that could harm or tarnish the
name, business or income of the Company or the good will pertaining thereto.

         2.   COMPENSATION.

              (a) BASE SALARY.  For all services rendered by the Employee during
the term of this  Agreement,  the Company  shall pay the Employee an annual base
salary of $240,000,  payable in accordance with the Company's  customary payment
policies and periods.

              (b) BONUSES. The Employee shall be eligible to receive performance
bonuses determined by the Board of Directors in its sole discretion.

                                       -2-


<PAGE>


              (c) STOCK  OPTIONS.  On the date hereof the Company has granted to
the Employee  non-qualified  stock options under the Company's 1998 Stock Option
Plan (the "Plan"). If the Company extends the term of this Agreement pursuant to
Section  7(b),  then  effective  March 15, 2001 the  Company  shall grant to the
Employee  non-qualified  stock options under the Plan (or any other stock option
plan then in existence  under which  options may be granted to the  Employee) to
purchase  an  additional  100,000  shares.  Certain of the terms of the  options
referred to in the  preceding  two  sentences are set forth on Exhibit A hereto.
The Employee shall also be eligible for additional awards of stock options under
the Plan or  otherwise.  The granting of said  options  shall be within the sole
discretion of the Board of Directors or the Committee thereof  administering the
Plan or any  other  option  plan  under  which  options  may be  granted  to the
Employee.

            (d)   FRINGE BENEFITS.
                  
            (i)   During  the term of this  Agreement,  the  Company at its sole
                  cost shall provide to the Employee and the Employee's  family,
                  hospital, major medical and dental insurance.
                  
            (ii)  During  the  term of this  Agreement  and  provided  that  the
                  Employee is  insurable,  the Company  shall obtain and pay the
                  premiums  on a term life  insurance  policy on the life of the
                  Employee  in the  amount of  $1,000,000,  the  beneficiary  or
                  beneficiaries of which shall be designated by the Employee.
                  
            (iii) The  Company  may from time to time  provide  to, or  withdraw
                  from,  the Employee  certain  other fringe  benefits.  Nothing
                  herein  shall  require  the  Company  to  adopt,  maintain  or
                  continue any such fringe benefit.
                
                                       -3-


<PAGE>


              (e)  VACATION.  During the term of this  Agreement,  the  Employee
shall be entitled to a vacation of twenty (20) working days per year,  which may
be taken  all at once or from  time to  time;  provided,  however,  that (i) the
Employee shall schedule such vacation time so as to mitigate the adverse effects
to the Company of the Employee's  absence;  and (ii) the Employee shall give the
Company at least thirty (30) days notice of consecutive  vacation days in excess
of five (5) to be taken by the Employee at any one time.

         3.   NON-COMPETITION.

              (a) In view of the  Employee's  knowledge of the trade secrets and
other  proprietary  information  relating to the business of the Company and its
subsidiaries  and their  customers and dealers which the Employee has heretofore
obtained  and is  expected  to obtain  during the term the  Employee is employed
under this Agreement (the  "Employment  Period"),  and in  consideration  of the
compensation to be received hereunder, the Employee agrees: (i) that he will not
during the Employment Period  Participate In (as such term hereinafter  defined)
any other business or organization  if such business or  organization  now is or
shall then be  competing  with or be of a nature  similar to the business of the
Company or its  subsidiaries;  and (ii) (A) for a period of two (2) years  after
the  Termination  Date (as  defined in Section 7) due to a  termination  of this
Agreement  for Cause (as defined in Section  8(b)) or (B) for such period as the
Company shall continue to pay to the Employee his salary and insurance  benefits
in accordance with Section 9(c) after a termination of the Employee's employment
Without Cause (as defined in Section 8(c)),  he will not in any geographic  area
in which the Company does business as of the Termination Date compete with or be
engaged  in the same  business  as,  or  Participate  In any other  business  or
organization  which during such period  competes  with or is engaged in the same
business as, the Company or its subsidiaries with respect to any service offered
or activity engaged in up to the Termination  Date, except that in each case the
provisions of

                                       -4-


<PAGE>


this Section 3 will not be deemed  breached merely because the Employee owns not
more than 2% of the outstanding  common stock of a corporation,  if, at the time
of its  acquisition  by  the  Employee,  such  stock  is  listed  on a  national
securities  exchange,  is  reported  on NASDAQ,  or is  regularly  traded in the
over-the-counter market by a member of a national securities exchange.

               (b)  The  term   "Participate   In"  shall  mean:   "directly  or
indirectly,  for his own benefit or for, or through any other  person,  firm, or
corporation,  own, manage,  operate,  control, loan money to (provided,  that an
investment  in debt  instruments  issued  pursuant to an effective  registration
statement  under the  Securities  Act  shall  not be  deemed  to be a loan),  or
participate  in the  ownership,  management,  operation,  or  control  of, or be
connected  as  a  director,  officer,  employee,  partner,  consultant,   agent,
independent  contractor,  or otherwise with, or acquiesce in the use of his name
in."

               (c)  During  the  Employment  Period  and,  in  the  case  of the
termination of the Employee's employment for Cause only, for a period of two (2)
years after the Termination Date, the Employee will not directly or indirectly:

                 (i)  reveal the name of,  solicit,  use or interfere  with,  or
                      endeavor  to entice  away from the  Company (or any of its
                      subsidiaries) any of its customers,  vendors or employees,
                      or

                (ii)  employ any person who,  at any time up to the  Termination
                      Date,  was an employee of the Company or its  subsidiaries
                      without the written consent of the Company.

               (d) The Employee agrees that the provisions of this Section 3 are
necessary and  reasonable to protect the Company in the conduct of its business.
If any  restriction  contained  in this Section 3 shall be deemed to be invalid,
illegal,  or  unenforceable by reason of the extent,  duration,  or geographical
scope thereof, or otherwise, then the court making such determination shall have
the  right  to  reduce  such  extent,  duration,  geographical  scope,  or other
provisions  hereof,  and in its  reduced  form such  restriction  shall  then be
enforceable in the manner contemplated hereby.

                                       -5-


<PAGE>


          4.  CONFIDENTIAL  INFORMATION.  All information which the Employee may
now possess,  may obtain during or after the  Employment  Period,  or may create
prior  to the end of the  Employment  Period  relating  to the  business  of the
Company or its subsidiaries or of any of their  respective  customers or vendors
(collectively,   the  "Confidential   Information")   shall  not  be  published,
disclosed,  or made  accessible by him to any other person,  firm or corporation
either  during or after the  Employment  Period or used by him except during the
Employment Period in the business and for the benefit of the Company without the
prior  written  consent of the Company.  The Employee  shall return all tangible
evidence of such Confidential  Information to the Company prior to or at the end
of the Employment Period.

          5. RIGHTS OF THE COMPANY.

               (a)   Any   interest   in   copyrights,    copyrightable   works,
developments,  discoveries, designs and processes, patents, patent applications,
inventions and technological innovations (collectively,  "Inventions") which the
Employee (i) owns, conceives of or develops,  alone or with others, (A) relating
to the business of the Company or its  subsidiaries or any business in which the
Company (or its subsidiaries) contemplates being engaged or (B) which anticipate
research or development of the Company or its subsidiaries, or (ii) conceives of
or develops  utilizing  the time,  material,  facilities or  information  of the
Company or its subsidiaries,  in either case during the Employment Period, shall
belong to the Company.

               (b) As soon as the  Employee  owns,  conceives of or develops any
Invention,  the Employee shall  immediately  communicate such fact in writing to
the Board of  Directors of the  Company.  Upon the request of the  Company,  the
Employee  shall,  without  further  compensation  but at the  Company's  expense
(subject to clause (i) below) execute all such  assignments  and other documents
(including  applications for trademarks,  copyrights and patents and assignments
thereof) and

                                       -6-


<PAGE>


take all such other  action as the Company  may  reasonably  request,  including
obtaining  spousal  consents or  waivers,  (i) to vest in the Company all right,
title and interest of the Employee in and to such Inventions,  free and clear of
all liens, mortgages, security interests, pledges, charges and encumbrances (the
Employee to take such action, at his expense, as is necessary to remove all such
liens) and (ii) if patentable or copyrightable,  to obtain patents or copyrights
(including extensions and renewals) therefor in any and all jurisdictions in and
outside the United States in the name of the Company or in such other name(s) as
the Company shall determine.

          6.   INSURANCE.   The  Employee  agrees  to  submit  to  such  medical
examinations as may be reasonably  required by the Company to enable the Company
to obtain the term life insurance policy referred to in Section 2(d)(ii) and, at
its option,  key man life  insurance  on the life of the Employee in such amount
and with such insurer as the Company may determine in its sole discretion.

          7. EMPLOYMENT  PERIOD.  (a) Unless extended in accordance with Section
7(b),  the  Employment  Period shall  commence on the date of this Agreement and
shall continue for a term ending on March 14, 2001:

               (b) The  Company  may  extend the term of this  Agreement  beyond
March 14, 2001 for one or two more years at its sole option,  by giving  written
notice to the Employee of such  extension.  Such notice shall be given not later
than June 14,  2000 and  shall  state  the new  ending  date of the term of this
Agreement (either March 14, 2002 or March 14, 2003).

               (c)  Notwithstanding  Sections  7(a) and  7(b),  the term of this
Agreement shall end on the date on which any of the following  events occur (the
date the term of this  Agreement  ends as a result of the expiration of the term
as provided in Sections  7(a) or 7(b) or the  occurrence of the events set forth
below is referred to as the "Termination Date");

                                       -7-


<PAGE>


               (i)    the death of the Employee;

               (ii)   the voluntary resignation of the Employee;

               (iii)  the   termination   by  the  Board  of  Directors  of  the
                      Employee's   employment  for  Disability  (as  hereinafter
                      defined);

               (iv)   the   termination   by  the  Board  of  Directors  of  the
                      Employee's  employment for Cause (as hereinafter defined);
                      or

               (v)    the   termination   by  the  Board  of  Directors  of  the
                      Employee's   employment   Without  Cause  (as  hereinafter
                      defined).

          8.   DEFINITIONS RELATING TO TERMINATION

               (a)    DISABILITY

                      The  term  "Disability"  shall mean any physical or mental
condition of the Employee  which,  in the reasonable  discretion of the Board of
Directors, after consultation with the Employee's physician,  materially impairs
the  Employee's  ability to render the services to be performed by him hereunder
for a period of 90 consecutive  days or for at least 120 days in any consecutive
180 day period.

               (b)    CAUSE

                      The term "Cause" shall  mean the good faith finding by the
Board of Directors of the Company upon resolution adopted by it of the existence
of any one of the following:

        (i)    The Employee's  failure  or  refusal  to perform specific written
               directives consistent with his duties and responsibilities as set
               forth in Section 1 hereof, which lack of performance is not cured
               within 15 days after written  notice thereof or 30 days if at the
               15th day and thereafter the Employee is diligently  attempting to
               cure;
               
        (ii)   Excessive use of alcohol or the use of illegal drugs, interfering
               with  performance  of  the  Employee's   obligations  under  this
               Agreement;
               
        (iii)  Conviction of a  felony or of any crime involving moral turpitude
               or fraud;
               
                                       -8-
               
               
<PAGE>         
               
               
               
        (iv)   The commission by the Employee of an act of embezzlement or other
               similar act;
               
        (v)    The commission by the Employee of any willful or intentional  act
               which the Employee reasonably should have contemplated would have
               the  effect of  injuring  the  reputation,  financial  condition,
               business or  business  relationships  of the  Company  and/or the
               Employee; or
               
        (vi)   Any  material  breach  (not  covered  by any of the  clauses  (i)
               through (v) hereof) of any of the  provisions of this  Agreement,
               if such breach is not cured within 30 days after  written  notice
               thereof to by the Board of Directors.
             
If the Employee  terminates his employment  with the Company other than for Good
Reason (as hereinafter defined),  the cessation of employment will be treated as
a termination for Cause.

               (c)    WITHOUT CAUSE

                      The term "Without Cause" shall mean a determination of the

                      Board of  Directors  to  terminate  the  Employee  for any
                      reason other than death, Disability or Cause.

               (d)    GOOD REASON

                      The term  "Good Reason"  shall mean (i) any removal of the
Employee  while he is employed  hereunder from his position as an officer of the
Company,  except in connection with  termination or suspension of the Employee's
employment for death,  Disability or Cause,  (ii) a breach by the Company of any
material  provision of this Agreement or (iii) the voluntary  resignation of the
Employee  within 90 days after the occurrence of a Change of Control (as defined
in Section 8(e)).

               (e) CHANGE OF CONTROL.

               A "Change of Control" shall be deemed to have occurred if:

                                       -9-


<PAGE>


                      (i) any "person"  (as defined in Sections  13(d) and 14(d)
               of the Securities Exchange Act of 1994, as amended (the "Exchange
               Act")  becomes the  "beneficial  owner" (as defined in Rule 13d-3
               under the Exchange Act), directly or indirectly, of securities of
               the Company  representing  more than fifty  percent  (50%) of the
               combined   voting  power  of  the  Company's   then   outstanding
               securities;

                      (ii) there  shall  cease to be a majority  of the Board of
               Directors  comprised as follows:  individuals  who on the date of
               this Agreement  constitute  the Board of Directors,  the Employee
               and any new director(s)  whose election by the Board of Directors
               or  nomination  for election by the  Company's  stockholders  was
               approved by a vote of at a majority of the  directors  then still
               in  office  who  either  were  directors  or  whose  election  or
               nomination for election was previously so approved; or

                      (iii) the  stockholders of the Company approve a merger or
               consolidation  of the Company with any other  corporation,  other
               than a merger or  consolidation  which would result in the voting
               securities of the Company  outstanding  immediately prior thereto
               continuing to represent  (either by remaining  outstanding  or by
               being converted into voting  securities of the surviving  entity)
               at least fifty percent (50%) of the combined  voting power of the
               voting  securities  of  the  Company  or  such  surviving  entity
               outstanding  immediately after such merger or  consolidation,  or
               the  stockholders  of the  Company  approve  a plan  of  complete
               liquidation of the Company or an

                                      -10-


<PAGE>


               agreement  for the sale or  disposition  by the Company of all or
               substantially all the Company's assets.

          9.   EFFECT OF TERMINATION.

               (a) If the Employee's  employment is terminated  for  Disability,
for Cause or upon his death,  the  Employee or his estate shall be paid his Base
Salary and other benefits hereunder through the Termination Date.

               (b) If the Employee  terminates  his  employment  by  voluntarily
resigning for Good Reason,  the Employee shall be paid his Base Salary and other
benefits through the date which is 180 days after the Termination Date.

               (c) If the Employee's employment is terminated Without Cause, the
Company shall until the end of the term of this Agreement then in effect (either
March 14,  2001,  March  14,  2002 or March 14,  2003)  continue  to (i) pay the
Employee his salary and (ii) provide the  Employee  and the  Employee's  family,
hospital,  major  medical  and  dental  insurance  equivalent  to the  insurance
provided on the Termination Date.

               (d)  Irrespective  of  the  basis  for  the  termination  of  the
Employee's employment,  all benefits, if any, other than base salary,  insurance
(as described in Section 9(c)) and rights under stock options, shall cease as of
the Termination Date, other than COBRA rights which shall continue to the extent
provided thereunder.

          10.  ARBITRATION.  Any controversy or claim arising out of or relating
to this  Agreement,  or any breach or termination  thereof,  shall be settled by
arbitration  in New York,  New York in accordance  with the laws of the State of
New York and rules then obtaining of the American Arbitration Association or any
successor  thereto.  Within ten (10) days after a request for arbitration by one
party  to the  other,  the  Company  and the  Employee  shall  each  select  one
arbitrator. Within ten

                                      -11-


<PAGE>


(10)  days  after the  second of such  arbitrators  has been  selected,  the two
arbitrators  thereby  selected shall choose a third  arbitrator who shall be the
Chairman of the panel. If the first two arbitrators selected cannot agree upon a
third  arbitrator,  the American  Arbitration  Association  shall name the third
arbitrator. The arbitration shall be held in New York, New York. The arbitrators
may grant  injunctions  or other relief in such dispute or  controversy.  In the
arbitration,  the  parties  shall be  entitled  to  pre-hearing  discovery.  The
decision  of the  arbitrators  shall be final,  conclusive  and  binding  on the
parties  to the  arbitration.  In  connection  with  such  arbitration  and  the
enforcement  of any award  rendered  as a result  thereof,  the  parties  hereto
irrevocably consent to the personal jurisdiction of the federal and state courts
located in New York, and further consent that any process or notice of motion or
other  application  to the said Courts or judges thereof may be served inside or
outside the State of New York by registered mail or personal service, provided a
time period of at least  twenty  (20) days for  appearance  is allowed.  Since a
breach of the provisions of Sections 3, 4 and 5 may result in irreparable injury
to the Company and may not  adequately  be  compensated  by money  damages,  the
Company shall be entitled,  in addition to any other right and remedy  available
to it, to an  injunction  issued by the foregoing  courts or in the  Arbitration
proceeding restraining such breach or a threatened breach (and in either case no
bond or other  security  shall be  required  in  connection  therewith)  and the
Employee  hereby  consents to the issuance of such  injunction.  This Section 10
shall survive the termination (by expiration or otherwise) of this Agreement.

          11.  MODIFICATION.  This Agreement sets forth the entire understanding
of the  parties  with  respect to the  subject  matter  hereof,  supersedes  all
existing  agreements  between them concerning  such subject  matter,  and may be
modified only by a written instrument duly executed by each party.

                                      -12-


<PAGE>


          12. NOTICES.  Any notice or communication to be given hereunder by any
party to the other  shall be in  writing  and shall be deemed to have been given
when personally  delivered or transmitted by facsimile,  or three (3) days after
the date sent by registered or certified mail, postage prepaid, as follows:

               (a)    if to the Company, addressed to it at:

                      2500 Westchester Avenue
                      Suite 304
                      Purchase, New York 10577
                      Attention: Board of Directors

               with copies to:

                      Wolf, Block, Schorr and Solis-Cohen LLP
                      250 Park Avenue
                      New York, New York  10177
                      Attn: Martin R. Bring, Esq.

               (b) if to the Employee, addressed to him at:

                      275 Longpoint Road
                      Crownsville, Maryland 21032

or to such other  persons or  addresses as may be  designated  in writing by the
party to receive such notice.

          13. WAIVER. Any waiver by either party of a breach of any provision of
this Agreement  shall not operate as or be construed to be a waiver of any other
breach  of such  provision  or of any  breach  of any  other  provision  of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this  Agreement  on one or more  occasions  shall not be  considered a waiver or
deprive that party of the right  thereafter  to insist upon strict  adherence to
that term or any other term of this Agreement. Any waiver must be in writing.

          14.  ASSIGNMENT.  The  Employee's  rights and  obligations  under this
Agreement shall not be transferable by assignment or otherwise.  The Company may
assign its rights and obligations

                                      -13-


<PAGE>


hereunder to any of its  subsidiaries  or  affiliates.  The Company will provide
notice of such assignment to the Employee.

          15. SUCCESSORS AND ASSIGNS.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the Employee and his heirs and personal
representatives,  and  shall be  binding  upon and inure to the  benefit  of the
Company and its successors and assigns.

          16.  HEADINGS.  The  headings  in this  Agreement  are  solely for the
convenience  of reference  and shall be given no effect in the  construction  or
interpretation of this Agreement.

          17.  JURISDICTION.  The validity and  interpretation of this Agreement
shall be construed in  accordance  with and be governed by the laws of the State
of New York.

          18.  ATTORNEY'S FEES. If a legal action or other proceeding is brought
for  enforcement  of this  Agreement  because  of an  alleged  dispute,  breach,
default, or  misrepresentation  in connection with any of the provisions of this
Agreement,  the  successful  or  prevailing  party  shall be entitled to recover
reasonable  attorney's fees and costs incurred,  in addition to any other relief
to which they may be entitled.

          19.  SEVERABILITY.  The provisions of this Agreement are severable and
should  any  provision  hereof  be void,  voidable  or  unenforceable  under any
applicable law, such void, voidable or unenforceable  provision shall not affect
or invalidate  any other  provision of this  Agreement,  which shall continue to
govern  the  relative  rights  and  duties of the  parties  as though  the void,
voidable or unenforceable provision were not a part hereof.

          20. SURVIVAL. All warranties, representations,  indemnities, covenants
and other agreements of the parties hereto shall survive the execution, delivery
and  termination  of this  Agreement and shall,  notwithstanding  the execution,
delivery and termination of this Agreement, continue in full force and effect.

                                      -14-


<PAGE>


               21. ACKNOWLEDGMENT.  The Employee specifically acknowledges that:
the Employee has read and  understands  all of the terms of this  Agreement;  in
executing  this  Agreement,  the  Employee  does  not  rely on any  inducements,
agreements,  promises  or  representations  of the  Company  or any agent of the
Company,  other  than the terms and  conditions  specifically  set forth in this
Agreement;  the Employee  has had an  opportunity  to consult  with  independent
counsel with respect to the execution of this  Agreement;  and that the Employee
has made such investigation of the facts pertaining to this Agreement and of all
the matters pertaining hereto as he deems necessary.

               22.   COUNTERPARTS.   This  Agreement  may  be  executed  in  two
counterparts,  each of which  shall be  deemed  an  original,  but both of which
together shall constitute one and the same instrument.

          IN WITNESS  WHEREOF,  the Company and the Employee  have executed this
Agreement on the day and year first above written.

                              INTERNATIONAL DISPENSING CORPORATION

                              By: /s/ Jeffrey Lewenthal
                                  --------------------------
                                      Jeffrey Lewenthal
                                      Executive Vice President

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

                                      -15-


<PAGE>


                                Terms of Options

Granted on the Date of this Agreement
-------------------------------------

Number of Shares:             400,000

Exercisability:               300,000  shares  are  exercisable  from and  after
                              March 15, 1999; the remaining 100,000 shares shall
                              become exercisable from and after July 1, 2000.

Exercise Price:               The  average of high bid and low asked  prices per
                              share of the  Company's  Common Stock in the over-
                              the-counter market on March 15, 1999.

Term of Options:              Seven  (7)  years  for  the  options  to  purchase
                              300,000  shares and ten (10) years for the options
                              to purchase 100,000 shares.

Termination:                  The option will  terminate on the  termination  of
                              the Employee's employment with the Company for any
                              reason  provided  that,  except  in the  case of a
                              termination for Cause (in which case no portion of
                              the option may be exercised),  it may be exercised
                              within  three months after such date to the extent
                              exercisable on the date of termination,  or within
                              one  year  after  the  date  of   termination   of
                              employment  due  to  death  or  Disability  to the
                              extent   exercisable   on  the   date  of  such  a
                              termination.


To be Granted Effective March 15, 2001
if the Term of this Agreement is Extended
-----------------------------------------

Number of Shares:             100,000

Exercisability:               If the term of this  Agreement is extended by only
                              one  year,   then  all  100,000  shares  shall  be
                              exercisable  from and after March 1, 2002;  if the
                              term of this  Agreement  is extended by two years,
                              then 50,000  shall be  exercisable  from and after
                              March 15,  2002 and the  remaining  50,000  shares
                              shall be exercisable from and after March 1, 2003.


                                      -16-


<PAGE>


Exercise Price:               The  average of the high bid and low asked  prices
                              per  share of the  Company's  Common  Stock in the
                              principal  market on which such stock is quoted or
                              traded on March 15, 2001.

Term of Option:               Five (5) years

Termination:                  Same  as for  options  granted  on  date  of  this
                              Agreement.

                                      -17-