EXHIBIT 10.11


                                 AMENDMENT NO. 1

                                       TO

                     PREFERRED STOCK SUBSCRIPTION AGREEMENT

     THIS  AMENDMENT NO. 1 (the  "Amendment")  TO PREFERRED  STOCK  SUBSCRIPTION
AGREEMENT dated as of September 23, 1999 (the  "Subscription  Agreement") by and
among the investors  listed on the signature page thereto (the  "Investors") and
INTERNATIONAL DISPENSING CORPORATION, a Delaware corporation (the "Company"), is
entered into on the date hereinafter set forth.

     WHEREAS:  The  Investors  and the Company  are parties to the  Subscription
Agreement and they wish to amend the Subscription Agreement as set forth below.

     NOW, THEREFORE, IT IS AGREED as follows:

     1.   Section 1.2(a) of the Subscription  Agreement is hereby amended in its
entirety to read as follows:

          (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 A. 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),  in the following
amounts:

                                   AMOUNT OF SHARES       DOLLAR
              NAME                  TO BE PURCHASED       AMOUNT
              ----------------      ---------------       --------

              Gregory Abbott             137.5            $275,000

              George V. Kriste            82.5            $165,000

              Louis A. Simpson             110            $220,000

              Gary Allanson                 20            $ 40,000

                       TOTALS:             350            $700,000


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     2.   Section  1.2(b)  of the  Subscription  Agreement  is hereby amended by
adding thereto the following language:

          The obligation of each Investor for subsequent  closings shall be
     in the same  proportion as set forth in Section 1.2(a) hereof.  Should
     any Investor give notice to the Company that such  Investor  wishes to
     terminate such Investor's  commitment to purchase  additional  shares,
     then the remaining  Investors  may, but are not required,  to purchase
     such  shares of the  Investor  who  declines  to  purchase  additional
     shares, in the same proportion as set forth above.

     3.   Section  4.1  of  the  Subscription  Agreement  is  hereby  amended by
changing  the amount of the  liability  insurance  to be provided to  directors,
officers,  employees,  agents or  fiduciaries of the Company from "not less than
FIVE  MILLION  DOLLARS  ($5,000,000)"  to "not  less  than ONE  MILLION  DOLLARS
($1,000,000)".

     4.  Section 5.2(a) of the Subscription Agreement is amended in its entirety
to read as follows:

          "(a)  REQUESTS  FOR  REGISTRATION.  At any time after one hundred
     twenty  (120)  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 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  ninety (90) 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 TWO HUNDRED  THIRTY-THREE  DOLLARS  ($233) per day for each
     day beyond the ninety (90) day period that the Demand Registration has


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     not  been  filed;  PROVIDED,  HOWEVER,  that  the  maximum  amount  of
     liquidated   damages  payable  to  the  Holders   hereunder  shall  be
     $100,000."

     5.  In all other respects,  the Subscription Agreement is hereby ratified,
confirmed and approved.

     This Amendment No. 1 may be signed in any number of  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument.

     IN WITNESS  WHEREOF,  the parties  hereto have executed this Amendment this
25th day of October, 1999.

                                           COMPANY:

                                           INTERNATIONAL DISPENSING CORPORATION,
                                           a Delaware 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 A. Simpson
                                           ------------------------
                                           LOUIS A. SIMPSON

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