Exhibit 3.5

                           CERTIFICATE OF DESIGNATION
                                       OF
                 SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK
                     OF INTERNATIONAL DISPENSING CORPORATION

         INTERNATIONAL  DISPENSING  CORPORATION,  a  Delaware  corporation  (the
"Corporation"),  certifies  that pursuant to the authority  contained in Article
Fourth  of  its  Certificate  of  Incorporation,  and  in  accordance  with  the
provisions  of  Section  151 of the  General  Corporation  Law of the  State  of
Delaware,  its Board of Directors  has adopted the  following  resolution  as of
February 7, 2000  creating a series of its  Preferred  Stock  designated  as the
Series B Redeemable Convertible Preferred Stock:

                  RESOLVED,  that a separate  series of the class of  authorized
         Preferred  Stock,  par value  $.001 per share,  of the  Corporation  be
         hereby created, and that the designation and the amount thereof and the
         voting powers,  preferences and relative,  participating,  optional and
         other   special   rights  of  the   shares  of  such   series  and  the
         qualifications, limitations of restrictions thereof are as follows:

         1.   DESIGNATION AND AMOUNT.The shares of the series of Preferred Stock
of the Corporation  created and authorized hereby shall be designated as "Series
B  Redeemable  Convertible  Preferred  Stock"  (hereinafter  referred  to as the
"Preferred  Stock") and the number of shares  constituting  such series shall be
1,500.

         2.       DIVIDENDS.

              (a)  Computation  of  Cumulative  Dividends.  The  holders  of the
outstanding  shares of Preferred Stock shall be entitled to receive,  out of any
funds legally  available  therefor,  cumulative  dividends at the annual rate of
twelve  percent  (12%) per share of  Preferred  Stock,  or $240 per share.  Such
cumulative  dividends  shall  accrue and  accumulate  from the date of  original
issuance  and  shall  be  payable  quarterly  on the last  day of  March,  June,
September and December of each year,  commencing on the last day of the calendar
quarter in which the date of original issuance occurs.  Cumulative  dividends on
the  Preferred  Stock  shall  be  payable  in cash or in  additional  shares  of
Preferred Stock having an aggregate  liquidation value equal to the dividend, or
any combination of the foregoing, at the discretion

                                        1


<PAGE>



of the Corporation. Cumulative dividends on the Preferred Stock shall be payable
if, as and when declared by the Board of Directors of the Corporation, but shall
nevertheless be payable upon liquidation as provided in Section 3.

                   Dividends on the Preferred Stock shall accrue from day to day
on each share of  Preferred  Stock from the date of  original  issuance  of such
share, whether or not earned or declared, and shall accrue until paid.

                   All numbers  relating to calculation of cumulative  dividends
shall be subject to  equitable  adjustment  in the event of any stock  dividend,
stock   split,   merger,    combination,    reorganization,    recapitalization,
reclassification  or other  similar  event  involving  a change  in the  capital
structure of the Preferred Stock. Such dividends on the Preferred Stock shall be
cumulative  so that if such  dividends  in  respect of any  previous  or current
quarterly  dividend period,  at the annual rate specified above,  shall not have
been paid or declared and a sum  sufficient  for the payment  thereof set apart,
the  deficiency  shall  first  be  fully  paid  before  any  dividend  or  other
distribution  shall be paid or  declared  and set  apart  for the  Corporation's
Common Stock, par value $.001 per share (the "Common Stock").

              (b)  No  Participating  Dividends.  In the event that the Board of
Directors  of the  Corporation  shall  declare a dividend  payable upon the then
outstanding  shares of Common Stock  (other than a stock  dividend on the Common
Stock distributed  solely in the form of additional shares of Common Stock), the
holders of the  Preferred  Stock shall not be entitled to any  dividends  on the
Common  Stock other than  dividends  payable to such  holders in their status as
holders of Common Stock.

         3.   LIQUIDATION, DISSOLUTION OR WINDING UP.

              Treatment at Liquidation,  Dissolution or Winding Up. In the event
of any  liquidation,  dissolution  or  winding  up of the  Corporation,  whether
voluntary  or  involuntary,  or in the  event  of  its  insolvency,  before  any
distribution  or other  payment  is made to any  holders of any shares of Common
Stock,  or any  other  class or  series  of  capital  stock  of the  Corporation
designated to be junior to the Preferred  Stock,  and any future class or series
of capital stock  designated to be junior to the Preferred Stock, the holders of
each share of  Preferred  Stock  shall be  entitled  to be paid first out of the
assets  of  the  Corporation  available  for  distribution  to  holders  of  the
Corporation's  capital  stock of all classes  whether  such assets are  capital,
surplus or earnings,  an amount equal to Two Thousand ($2,000) Dollars per share
of  Preferred  Stock  (which  amount  shall be subject to  equitable  adjustment
whenever there shall occur a stock dividend,  stock split, merger,  combination,
reorganization,  recapitalization,   reclassification  or  other  similar  event
involving  a change in the capital  structure  of the  Preferred  Stock) plus an
amount  equal to the sum of all  accumulated  and unpaid  dividends  to the date
fixed for the payment of the distribution on the shares of Preferred Stock.

                                        2


<PAGE>



              If,   upon   liquidation,   dissolution   or  winding  up  of  the
Corporation,  the assets of the  Corporation  available for  distribution to its
stockholders shall be insufficient to pay the holders of the Preferred Stock the
full amounts to which they otherwise would be entitled, the holders of Preferred
Stock shall share ratably in any  distribution of available  assets according to
the  respective  amounts  which would  otherwise  be payable with respect to the
shares of Preferred Stock held by them upon such liquidating distribution if all
amounts payable on or with respect to said shares were paid in full,  based upon
the  aggregate  liquidation  value  of the  Preferred  Stock  and the  aggregate
liquidation  value of all other  classes or series of preferred  stock which are
not designated to be junior to the Preferred Stock.

              After such payment  shall have been made in full to the holders of
the  Preferred  Stock,  or funds  necessary for such payment shall have been set
aside by the  Corporation  in trust for the account of holders of the  Preferred
Stock so as to be available for such payment, the remaining assets available for
distribution  shall be distributed among the holders of the Common Stock and any
other  class or series of  capital  stock of the  Corporation  designated  to be
junior to the Preferred Stock.

         4.   VOTING RIGHTS.  In addition to the rights provided in Section 5 or
by law, the holders of Preferred  Stock shall be entitled to vote on all matters
as to which  holders of Common Stock shall be entitled to vote  (including,  but
not  limited to, the  election of  directors  of the  Corporation),  in the same
manner and with the same effect as such holders of Common  Stock,  except as set
forth in Section 5,  voting  together  with the  holders of Common  Stock as one
class.  Each share of Preferred  Stock shall entitle the holder  thereof to such
number of votes as shall  equal the  number  of whole and  fractional  shares of
Common Stock into which such share is then convertible.

         5.   RIGHTS  OF PREFERRED  STOCK  WITH  RESPECT  TO  CORPORATE  ACTION;
AMENDMENTS TO CHARTER.  The Corporation  shall not take any corporate  action or
otherwise amend its Certificate of Incorporation without the approval by vote or
written  consent of the holders of at least a majority  of the then  outstanding
shares of Preferred Stock,  voting as a separate class,  each share of Preferred
Stock to be entitled to one vote in each instance,  if such corporate  action or
amendment  would  change  any  of  the  rights,  preferences,  privileges  of or
limitations provided for herein for the benefit of any shares of Preferred Stock
or adversely affect the rights of the Preferred Stock.

         6.   NOTICES OF RECORD DATE.  In the event of:

              (a)  any taking by the  Corporation  of a record of the holders of

any class of securities  for the purpose of determining the holders  thereof who
are  entitled  to  receive  any  distribution,  or any right to  subscribe  for,
purchase or  otherwise  acquire any shares of capital  stock of any class or any
other securities or property, or to receive any other right, or

                                        3


<PAGE>



              (b)  any   capital   reorganization   of  the   Corporation,   any
reclassification  or  recapitalization  of the capital stock of the Corporation,
any  merger or  consolidation  of the  Corporation,  or any  transfer  of all or
substantially all of the assets of the Corporation to any other Corporation,  or
any other entity or person, or

              (c)  any  voluntary or  involuntary  dissolution,  liquidation  or
winding up of the Corporation,

then and in each such event the Corporation  shall mail or cause to be mailed to
each holder of  Preferred  Stock a notice  specifying  (i) the date on which any
such record is to be taken for the  purpose of such  dividend,  distribution  or
right and a description of such dividend,  distribution or right,  (ii) the date
on which any such reorganization, reclassification,  recapitalization, transfer,
consolidation,  merger,  dissolution,  liquidation  or winding up is expected to
become  effective,  and (iii) the time, if any, that is to be fixed,  as to when
the holders of record of Common Stock (or other securities) shall be entitled to
exchange  their shares of Common Stock (or other  securities)  for securities or
other  property   deliverable   upon  such   reorganization,   reclassification,
recapitalization,  transfer, consolidation,  merger, dissolution, liquidation or
winding up. Such notice shall be mailed by first class mail, postage prepaid, or
express  overnight  courier  service,  at least ten (10) days  prior to the date
specified in such notice on which such action is to be taken.

         7.   CONVERSION.

              (a)  Each of the holders of  Preferred  Stock shall have the right
at any time prior to the Redemption Date (as hereinafter defined) to convert all
of any part of his  outstanding  shares of Preferred Stock together with accrued
and unpaid dividends thereon into fully paid and non-assessable shares of Common
Stock of the Corporation  ("Common Stock") at the conversion price of $0.35 (the
"Conversion  Price"),  which  Conversion Price shall be subject to adjustment as
provided in Section  7(e).  The  Corporation  shall not be required to issue any
fractional  shares of Common Stock upon the  conversion of Preferred  Stock.  If
more than one share of Preferred Stock is surrendered for conversion at one time
by the same  holder,  the  number of full  shares of Common  Stock that shall be
issued upon the conversion of Preferred  Stock shall be computed on the basis of
the aggregate number of shares of Preferred Stock  surrendered.  If any interest
in a fractional  share of Common Stock would  otherwise be deliverable  upon the
conversion of Preferred  Stock,  the Corporation  shall make adjustment for that
fractional  share  interest  by  payment  of an amount in cash equal to the same
fraction of the market value at that time of a full share of Common Stock of the
Corporation.

              (b)  The Corporation  covenants that, during the period conversion
rights exist,  the Corporation will at all times reserve from its authorized and
unissued  Common Stock a  sufficient  number of shares of Common Stock to permit
conversion  in  full  of  the  outstanding  shares  of  Preferred  Stock  at the
Conversion Price from time to time in effect. The Corporation

                                        4


<PAGE>



represents and warrants that upon issuance,  such shares of Common Stock will be
duly and validly issued, fully paid and non-assessable.

              (c)  The  Corporation  agrees that its issuance of Preferred Stock
shall  constitute full authority to its officers and agents who are charged with
the duty of  executing  stock  certificates  to execute and issue the  necessary
certificates for shares of Common Stock upon the conversion of Preferred Stock.

              (d)  The  right  of each of the  holders  of  Preferred  Stock  to
convert his shares of Preferred  Stock shall be exercised by  delivering  to the
Corporation (i) a certificate or certificates  for the shares of Preferred Stock
to be converted,  duly endorsed or assigned in blank to the Corporation and (ii)
a conversion  notice  stating that the holder  elects to convert such shares and
stating the name or names and addresses in which the  certificates for shares of
Common  Stock are to be issued (the  "Notice of  Conversion").  The  Corporation
shall not be  required  to pay any tax which may be  payable  in  respect of any
transfer  involved in the issue and  delivery of shares of Common Stock or other
securities or property on conversion of Preferred  Stock. As soon as practicable
after the  conversion of Preferred  Stock,  the  Corporation  shall issue to the
holder a certificate or certificates for the number of shares of Common Stock to
which the holder is entitled.  If the shares of Preferred  Stock  represented by
the  certificates  delivered to the  Corporation  are not converted in full, the
Corporation  shall  deliver  to the holder a new  certificate  for the shares of
Preferred Stock not converted.

              (e)  (i) In case of any consolidation or merger of the Corporation
with  any  other  corporation  (other  than  a  wholly-owned  subsidiary  of the
Corporation)  in which the Corporation is not the surviving  corporation,  or in
case of any stock split, stock dividend or  reclassification of the Common Stock
of the  Corporation,  or in case of any share exchange  pursuant to which all of
the  outstanding  shares of Common Stock are converted into other  securities or
property  (each event,  a "Capital  Transaction"),  the  Corporation  shall make
appropriate  provision  or cause  appropriate  provision  to be made so that the
holder of Preferred Stock shall have the right  thereafter to convert his shares
of  Preferred  Stock into the kind of shares of stock and other  securities  and
property  receivable  upon such  Capital  Transaction  by the  persons  who were
holders of Common Stock  immediately prior to the effective date of such Capital
Transaction  and  on a  basis  which  preserves  the  economic  benefits  of the
conversion rights of the holder on a basis as nearly as practical as such rights
existed  prior to such  Capital  Transaction.  If, in  connection  with any such
Capital  Transaction  each holder of shares of Common Stock is entitled to elect
to receive  either  securities,  cash or other  assets upon  completion  of such
Capital  Transaction,  the Corporation  shall provide or cause to be provided to
the holder the right to elect the  securities,  cash or other  assets into which
Preferred  Stock  shall be  convertible  after  completion  of any such  Capital
Transaction  on the same terms and  subject to the same terms and subject to the
same conditions  applicable to holders of the Common Stock  (including,  without
limitation,  notice of the right to elect,  limitations  on the  period in which
such  election  shall be  made,  and the  effect  of  failing  to  exercise  the
election).  The above  provisions  shall similarly  apply to successive  Capital
Transactions.

                                        5


<PAGE>



                   (ii)  In  case  the  Corporation  shall in one or a series of
related  transactions  issue or sell a number of shares of Common Stock which in
the  aggregate  exceed  20% of the  outstanding  shares of  Common  Stock of the
Corporation  on a fully  diluted  basis  giving  effect to the  issuance of such
shares (a "Qualifying  Transaction") for a consideration per share less than the
Conversion  Price in effect  immediately  prior to the issuance of the shares of
Common  Stock  which  triggers  the  operation  of this  Section  7(e)(ii)  (the
"Triggering Issuance"), then the Conversion Price in effect immediately prior to
such Triggering Issuance shall be reduced to the average consideration per share
of all Common Stock issued in the  Qualifying  Transaction.  For the purposes of
any  computation  to be made in accordance  with the  provisions of this Section
7(e)(ii), the following provisions shall be applicable:

                   (A) In case of the issuance or sale of shares of Common Stock
for a  consideration  part or all of which shall be cash, the amount of the cash
consideration  therefor shall be deemed to be the amount of cash received by the
Corporation  for such shares (or, if such shares of Common  Stock are offered by
the Corporation  for  subscription,  the  subscription  price,  or, if shares of
Common  Stock  shall be sold to  underwriters  or dealers  for  public  offering
without a  subscription  offering,  the initial  public  offering  price) before
deducting  therefrom any  commissions  or other expenses paid or incurred by the
Company for any  underwriting  of, or otherwise in connection with, the issuance
of such shares.

                   (B) In case of the issuance or sale of shares of Common Stock
for a  consideration  part or all of which  shall be other than cash  (otherwise
than as a dividend  or other  distribution  on any  shares of the  Company or on
conversion,  exchange  or exercise  of other  securities  of the Company or upon
acquisition  of the assets or  securities  of another  company or upon merger or
consolidation with another entity),  the amount of consideration  therefor other
than  cash  shall  be the  value  of such  consideration  as of the  date of the
issuance  or sale of the  shares of Common  Stock,  irrespective  of  accounting
treatment.  The  reclassification  of  securities  other than Common  Stock into
securities  including Common Stock shall be deemed to involve the issuance for a
consideration  other than cash of such  Common  Stock  immediately  prior to the
close of business on the date fixed for the  determination  of security  holders
entitled to receive such Common Stock.

                   (C) In  case  of  the issuance of shares of Common Stock upon
conversion  or  exchange  of any  obligations  or of any  shares of stock of the
Corporation  that shall be convertible into or exchangeable for shares of Common
Stock or upon the exercise of rights or options to subscribe  for or to purchase
shares of Common Stock, the amount of consideration  received by the Corporation
for such  shares  of  Common  Stock  shall be  deemed to be the total of (1) the
amount  of the  consideration  received  by the  Corporation  upon the  original
issuance of such  obligations,  shares,  rights or options,  as the case may be,
plus (2) the consideration, if any, other than such obligations,  shares, rights
or options,  received by the  Corporation  upon such  conversion,  exchange,  or
exercise  except in  adjustment  of interest  and  dividends.  The amount of the
consideration  received by the  Corporation  upon the  original  issuance of the
obligations, shares, rights or options so converted, exchanged or exercised and

                                        6


<PAGE>



the amount of the  consideration,  if any, other than such obligations,  shares,
rights or options, received by the Corporation upon such conversion, exchange or
exercise shall be determined in the same manner  provided in clauses (A) and (B)
above with respect to the  consideration  received by the Corporation in case of
the issuance of shares of Common Stock; if such obligations,  shares,  rights or
options shall have been issued as a dividend upon any stock of the  Corporation,
the amount of the  consideration  received by the Corporation  upon the original
issuance thereof shall be deemed to be zero.

                   (D) In  case  of  the issuance of shares of Common Stock upon
acquisition by the Corporation of the assets or securities of another company or
upon  merger or  consolidation  of the  Corporation  with  another  entity,  the
consideration  therefor  received by the  Corporation for such issuance shall be
deemed to equal the cash and the Fair Market Value of  securities  issued by the
Corporation.  The Fair Market Value of securities  issued shall be the lesser of
the Fair Market  Value of the  securities  on the date an agreement in principle
with  respect to such  merger,  consolidation  or purchase is reached  among the
parties  or the date the  agreement  of  consolidation,  merger or  purchase  is
executed.  For purposes hereof,  the "Fair Market Value" of a unit of a security
means:

         (1)      if the security is Common Stock, then

                  (i) if the Common  Stock is traded on an exchange or is quoted
                  on the NASDAQ National Market System,  then the average of the
                  closing or last sale prices, respectively, reported for the 20
                  trading days ended  immediately  preceding  the  determination
                  date; or

                  (ii) if the Common  Stock is not traded on an  exchange  or on
                  the  NASDAQ  National  Market  System  but  is  traded  in the
                  over-the-counter  market,  then the mean of the average of the
                  closing bid and asked prices  reported for the 20 trading days
                  ended immediately preceding the determination date; or

                  (iii) in all other  circumstances,  the fair market  value per
                  share of the Common Stock as  determined  in good faith by the
                  Board of Directors of the Corporation; and

         (2)  if the security is not Common Stock, the fair market value thereof
as determined in good faith by the Board of Directors of the Corporation.

              (f)  Whenever  the  Corporation  shall  propose to take any of the
actions  specified in Section 7(e), the  Corporation  shall cause a notice to be
mailed at least 10 days prior to the date on which the books of the  Corporation
will close or on which a vote will be taken for such action, to the holder. Such
action shall specify the action  proposed to be taken by the Corporation and the
date as of which holders of record of the Common Stock shall  participate in any
such actions or be entitled to exchange  their Common  Stock for  securities  or
other property,

                                        7


<PAGE>



as the case may be. Failure by the  Corporation to mail the notice or any defect
in such notice shall not affect the validity of the transaction. Upon receipt by
the  Corporation  of  a  Notice  of  Conversion  meeting  the  requirements  for
conversion as provided in Section 7(d), the Corporation  shall issue and deliver
or  cause  to  be  issued  and  delivered  to  the  holder  of  Preferred  Stock
certificates  for the  Common  Stock  issuable  upon such  conversion  within 15
business  days after such  receipt,  and the holder of Preferred  Stock shall be
deemed  to be the  holder  of  record of the  Common  Stock  issuable  upon such
conversion.

         8.   REDEMPTION.

              (a)  Redemption  at the Option of the Holders of Preferred  Stock.
Within 30 days  after the  occurrence  of a Change of  Control  (as  hereinafter
defined), the Corporation shall notify each of the holders of Preferred Stock in
writing of such occurrence. Within 30 days after the Corporation so notifies the
holders, any of the holders of the outstanding shares of Preferred Stock may, by
notice to the  Corporation as hereinafter  provided,  require the Corporation to
redeem all or part of his outstanding  shares of Preferred Stock, at a price per
share equal to $2,000  (which  amount shall be subject to  equitable  adjustment
wherever there shall occur a stock dividend,  stock split, merger,  combination,
reorganization,  recapitalization,  reclassification  and  other  similar  event
involving  a change  in  capital  structure  of the  Preferred  Stock)  plus all
cumulative dividends accrued and unpaid on such Preferred Stock through the date
of redemption (the  "Redemption  Price").  The notice of redemption  shall be in
writing.

              (b)  Redemption at the Option of the Corporation.  The Corporation
may,  at its option (i) at any time  after the date when the  Corporation  first
reports either three  consecutive  quarters of positive net income or one fiscal
year of  positive  net income (if the  latter,  such report must be audited by a
nationally recognized  independent accounting firm) or (ii) within 30 days after
giving the holders of Preferred  Stock notice of the  occurrence  of a Change of
Control,  redeem shares of  outstanding  Preferred  Stock,  in whole or in part,
provided that the redemption must be pro rata for each holder of Preferred Stock
based on the number of shares held by each such holder of Preferred  Stock, at a
price per share equal to the Redemption Price. The Corporation shall give notice
of such  redemption  to each holder of the Preferred  Stock,  which notice shall
specify the date of the requested  redemption  in  accordance  with Section 8(d)
hereof,  and the  number of shares of  Preferred  Stock  held by such  holder of
Preferred Stock being redeemed pursuant to this subsection 8(b).

              (c)  Legally  Sufficient  Funds.  In  the  event  of  a  requested
redemption by a holder of Preferred  Stock in accordance with Section 8(a) or by
the Corporation in accordance with Section 8(b), if the funds of the Corporation
legally  available for redemption of Preferred  Stock on any Redemption Date (as
hereinafter  defined) are  insufficient to redeem all of the shares of Preferred
Stock to be redeemed on such date, those funds which are legally  available will
be used to redeem  the  maximum  possible  number of shares of  Preferred  Stock
ratably  among the holders of the  Preferred  Stock to be redeemed.  At any time
thereafter  when additional  funds of the Corporation are legally  available for
the redemption of such Preferred Stock, such funds

                                        8


<PAGE>



will  promptly  be used to redeem the  balance  of the shares of such  Preferred
Stock together with any accrued dividends thereon.

              (d)  Redemption Date;  Redemption  Price. The date of a redemption
of Preferred  Stock pursuant to this Section 8 (a "Redemption  Date") shall be a
business  day not less than sixty (60) days from and not more than  ninety  (90)
days from the date of the first  notice sent by a holder of  Preferred  Stock in
accordance with Section 8(a), or not less than thirty (30) days from the date of
the notice sent by the  Corporation  in accordance  with Section 8(b);  provided
that no such date will be a  Redemption  Date unless the  applicable  Redemption
Price  is paid in full in cash on such  date,  and if not so paid in  full,  the
Redemption Date will be the date on which such Redemption Price is fully paid as
permitted and required by this  Designation.  For each share of Preferred  Stock
which is to be redeemed  pursuant  to this  Section 8, the  Corporation  will be
obligated on the Redemption Date to pay to the holder thereof, upon surrender by
such  holder  at  the   Corporation's   principal   office  of  the  certificate
representing such shares of Preferred Stock endorsed or assigned in blank to the
Corporation, an amount equal to the Redemption Price.

              (e)  Dividends After  Redemption Date. No share of Preferred Stock
is  entitled  to any  dividends  accruing  after its  Redemption  Date.  On such
Redemption  Date all rights of the holder of such share of Preferred  Stock will
cease and such share of Preferred Stock will not be deemed to be outstanding.

              (f)  Redeemed  or  Otherwise   Acquired  Shares.   Any  shares  of
Preferred Stock which are redeemed or otherwise acquired by the Corporation will
be canceled and will not be reissued, sold or transferred.

              (g)  Change of Control.  For purposes of this Section 8, a "Change
of Control" shall be deemed to have occurred on the date that:

                   (i) any "Person" including a "Group" (as such term is defined
in Section  3(a)(9) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange  Act") and as used in Sections  13(d)(3)  and 14(d)(2) of the Exchange
Act)  becomes  (except  as a result of the  acquisition  of  Preferred  Stock or
conversion  of  Preferred  Stock into  Common  Stock) a  "beneficial  owner" (as
defined in Rule 13d-3 under the  Exchange  Act),  directly or  indirectly,  in a
single  transaction  or group  of  related  transactions  of  securities  of the
Corporation  representing  33-1/3% or more of the  combined  voting power of the
Corporation's then outstanding  securities  eligible to vote for the election of
the Board (the "Voting Securities"); provided, however, that the event described
in this Section  8(g)(i) shall not be deemed to be a Change in Control by virtue
of any of the following  acquisitions:  (A) by the Corporation or any subsidiary
of the Corporation in which the  Corporation  owns more than 50% of the combined
voting power of such entity (a  "Subsidiary"),  (B) by any employee benefit plan
(or related trust) sponsored or maintained by the Corporation or any Subsidiary,
(C) by any underwriter  temporarily holding the Corporation's  Voting Securities
pursuant  to an  offering  of  such  Voting  Securities,  or (D)  pursuant  to a
Non-Qualifying Transaction (as defined in Section 8(g)(ii));

                                        9


<PAGE>




                   (ii)  there  is  a  consummation  of a merger, consolidation,
statutory share exchange or similar form of corporate  transaction involving the
Corporation  or  any of its  Subsidiaries  that  requires  the  approval  of the
Corporation's  shareholders  (a  "Business  Combination"),   unless  immediately
following such Business  Combination either of the following is applicable:  (A)
more than 50% of the total voting power of (1) the  Corporation  resulting  from
such Business Combination (the "Surviving  Corporation"),  or (2) if applicable,
the ultimate  parent  corporation  that  directly or indirectly  has  beneficial
ownership of 100% of the voting  securities  eligible to elect  directors of the
Surviving  Corporation  (the  "Parent  Corporation"),   is  represented  by  the
Corporation's Voting Securities that were outstanding  immediately prior to such
Business Combination (or, if applicable, is represented by shares into which the
Corporation's  Voting  Securities  were  converted  pursuant  to  such  Business
Combination),   and  such  voting   power  among  the  holders   thereof  is  in
substantially  the same  proportion  as the  voting  power of the  Corporation's
Voting  Securities among the holders thereof  immediately  prior to the Business
Combination;  or (B) no person  (other than any person  engaged in a transaction
described in clauses (A) through (D) in Section  8(g)(i)  above),  is or becomes
(except as a result of the  acquisition  of  Preferred  Stock or  conversion  of
Preferred Stock into Common Stock) the beneficial owner, directly or indirectly,
of  33-1/3%  or  more  of the  total  voting  power  of the  outstanding  voting
securities  eligible to elect directors of the Parent  Corporation (or, if there
is no Parent Corporation, the Surviving Corporation)(any Business Combination in
which any of the criteria  specified  in (A) or (B) of this Section  8(g)(ii) is
applicable shall be deemed to be a "Non-Qualifying Transaction); or

                   (iii)   there is a closing for a sale of all or substantially
all of the Corporation's assets.

              Notwithstanding  the  foregoing,   a  Change  in  Control  of  the
Corporation  shall not be deemed to occur  solely  because  any person  acquires
beneficial ownership of more than 33-1/3% of the Corporation's Voting Securities
as a result of the  acquisition of the  Corporation's  Voting  Securities by the
Corporation  which  reduces the number of the  Corporation's  Voting  Securities
outstanding;  provided,  that if after such  acquisition by the Corporation such
person becomes the beneficial owner of additional  Corporation Voting Securities
that  increases the  percentage of  outstanding  Corporation  Voting  Securities
beneficially  owned by such  person by more than 3%, a Change in  Control of the
Corporation  shall then become  effective  unless otherwise exempt under clauses
(A)  through  (D)  of  Section   8(g)(i)  above  or  because  it  constitutes  a
Non-Qualifying Transaction.

                                       10


<PAGE>


         IN WITNESS  WHEREOF,  International  Dispensing  Corporation has caused
this  Certificate of Designation  of Series A Redeemable  Convertible  Preferred
Stock to be duly executed this 7th day of February, 2000.


                                            INTERNATIONAL DISPENSING CORPORATION

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











                                       11