Exhibit 10.11

                                    AGREEMENT

     THIS   AGREEMENT  is  entered  into  as  of  December  23,  1997,   between
INTERNATIONAL  DISPENSING  CORPORATION,  a Delaware  corporation  with principal
offices at 342 Madison Ave.,  Suite 1034, New York, NY 10173  ("IDC"),  and WELL
MEN INDUSTRIAL  COMPANY LIMITED,  a Hong Kong registered  company with principal
offices at Wah Ha Industrial  Building,  16F, 8 Shipyard Lane,  Quarry Bay, Hong
Kong ("Well Men").

                                   BACKGROUND

     A. IDC is engaged in international marketing of new products;

     B. Well Men,  directly or through its  subsidiary,  the  Dongguan  Well Men
Family-Use  Electrical Appliance Co. Limited manufactures  consumer products for
both the Chinese and overseas markets;

     C. IDC and  Well  Men  have  entered  into a  Provisional  Agreement  dated
November 7, 1997 which outlines their desire to develop, promote and market Well
Men products in the Chinese and other overseas markets;

     D. IDC and Well Men desire to transform the  Provisional  Agreement  into a
formal agreement pursuant to the terms hereof;

IN  CONSIDERATION  OF THE MUTUAL PROMISES AND COVENANTS  CONTAINED  HEREIN,  AND
OTHER GOOD AND  VALUABLE  CONSIDERATION,  THE RECEIPT  AND  ADEQUACY OF WHICH IS
HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:


1.   DEFINITIONS

     1.1 "Chops" shall mean the chops,  seals or other instruments which legally
bind or obligate the Chinese Corporation.

     1.2 "Patents"  shall mean the patents  listed on Exhibit A annexed  hereto,
including  all  applications  therefor,  and all other  patents  relating to the
Products  and granted to Well Men whether  issued in the United  States or other
countries.

     1.3 "Products" shall mean the following items manufactured by Well Men: (i)
water heater; (ii) filter pitcher; and (iii) filters for the filter pitcher.

     1.4 "Shareholders" shall mean Mr. Pan, Mr. Cai and Mr. Ling.


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     1.5  "Territory"  (i) for the  Products  (as defined in Section 1.3 above),
shall mean the  People's  Republic of China and a right of first  refusal to IDC
for any other  territory and (ii) for any other products shall mean the People's
Republic of China or any other  territory that is mutually  agreed to in writing
by the parties.

2.   ESTABLISHMENT OF REPRESENTATIVE OFFICE OF IDC

     2.1 IDC  agrees  to  establish  and  register  a  Representative  Office in
Guangzhou,  People's  Republic of China.  IDC agrees to use its best  efforts to
establish and obtain a Registration  Certificate for such Representative  Office
no later than December 31, 1997. Well Men agrees to assist IDC in all aspects of
establishing the Representative Office including without limitation  preparation
of any necessary  documentation,  applications,  authorizations  or registration
forms. In addition,  Well Men shall act as authorized host and sponsor for IDC's
Representative  Office.  Notwithstanding  the  foregoing,  IDC  shall be  solely
responsible for all costs, fees and expenses related to the establishment of the
Representative Office,  including without limitation the payment of registration
fees, if necessary, to the local foreign economic and trade committee, the local
state administration for industry and commerce,  the public security bureau, the
local customs authority and the local tax bureau.  The parties  acknowledge that
the Representative  Office may not directly generate income or execute contracts
that generate income.  The  Representative  Office may provide  consultation and
market research relating to this Agreement.

3.   FORMATION OF CHINESE CORPORATION

     3.1  Simultaneously  with the establishment of the  Representative  Office,
Well Men shall  assist in the  establishment  of a  corporation  registered  and
licensed  in  China  (the  "Chinese  Corporation").  The  name  of  the  Chinese
Corporation  shall be IDC  Guangzhou  Trading  Corporation.  The business of the
Chinese  Corporation  may be conducted under such other names as is necessary to
comply  with the  laws of any  particular  jurisdiction  in  which  the  Chinese
Corporation does business.

     3.2 The principal place of business of the Chinese Corporation shall be the
same  location of the  Representative  Office in Suite 2808 Peace  World  Plaza,
Guangzhou, People's Republic of China.

     3.3 The purpose and scope of the Chinese  Corporation  (with the  guidance,
advice and consultation of the Representative Office) shall be to sell, promote,
market, advertise, and


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solicit  orders  for  the  Products  in the  territory  of  China.  The  Chinese
Corporation  shall use its best efforts and facilities,  and shall make adequate
advertising   expenditures,   to  promote  and  secure  the  maximum   sale  and
distribution of the Products in the People's  Republic of China.  Well Men gives
IDC and the Chinese  Corporation all rights to its trade name and trademarks for
use in  connection  with the sale of the  Products in the  People's  Republic of
China. The Chinese  Corporation shall be responsible for all commercial  efforts
regarding the sales of the Products within the People's Republic of China.

     3.4 The initial ownership interests in the Chinese Corporation shall be:

                                Percentage                        Capital
                                of Corp.      # of Shares         Contribution

             Mr. Pan            50%            ___                  $32,500 USD
             Mr. Cai            30%            ___                  $19,500 USD
             Mr. Ling           20%            ___                  $13,000 USD

     Notwithstanding  any other provision of this Agreement to the contrary,  at
all  times  commencing  on the  date  hereof  and  throughout  the  term of this
Agreement, the percentage interests of the Shareholders shall remain unchanged.

     3.5 The initial capital contributions described above shall be made by each
of the  Shareholders  with  the  proceeds  of a  loan  by  IDC  to  each  of the
Shareholders  in the  amounts  shown in Section  3.4  above.  Such loan shall be
evidenced by a Demand Note made payable by the  Shareholder to the order of IDC.
In order to secure the payment and  performance by each of the  Shareholders  of
such loan and Demand Note, each Shareholder  shall grant to IDC a first lien and
security  interest in the  outstanding  shares of the Shareholder in the Chinese
Corporation  by  pledging  to IDC all of the  outstanding  shares of the capital
stock of the Chinese  Corporation  owned by him. The Shareholders  shall execute
and deliver to IDC a Pledge Agreement together with the certificates  evidencing
the capital  stock  pledged by them  accompanied  by stock powers and proxies or
other  transfer  documents  endorsed in blank to be held by IDC.  IDC shall have
recourse only against the pledged  shares of the Chinese  Corporation  and shall
not have recourse  against any other assets of the  Shareholders nor against the
Shareholders individually for the loan or the obligations under the Demand Note.

     3.6 The overall  management  and  control of the  day-to-day  business  and
affairs of the Chinese  Corporation shall be vested in a board of directors (the
"Board").  The Board may exercise all such powers of the Chinese Corporation and
do all such lawful acts as  permitted  by law and by this  Agreement.  The Board
shall be composed solely of Mr. Jeff Lewenthal, Mr. Don Crowley and Mr. Pan. Mr.
Pan's title shall be Vice President. Mr. Jeff Lewenthal shall be Chairman.

     3.7 The Chinese Corporation shall directly recruit all personnel, employees
and agents  required to carry out its business.  The Chinese  Corporation  shall
open accounts at the same bank and branch as the accounts for the Representative
Office of IDC. The authorized signatory


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for the handling of the Chinese  Corporation's  bank accounts  shall be Mr. Pan.
All Chops shall at all times be under the  exclusive  control of Mr. Don Crowley
or IDC's designee.

     3.8 IDC shall be solely  responsible  for all  costs  and  expenses  of the
Chinese Corporation until such time as the Chinese Corporation is profitable.

4.   RIGHTS AND OBLIGATIONS OF WELL MEN AND IDC

     4.1 Well Men  grants  to IDC the  exclusive  right to  market  and sell the
Products in the Territory as  contemplated  by this  Agreement.  IDC accepts its
exclusive  appointment  to market  and sell the  Products  in the  Territory  as
contemplated  by this  Agreement.  IDC shall resell the  Products  solely to the
Chinese  Corporation  for  purposes of selling  and  marketing  in the  People's
Republic of China.  IDC may resell the Products to any affiliate or other entity
for purposes of selling and marketing in the  Territory  other than the People's
Republic  of China.  IDC shall not  market or sell any  products  similar  to or
competitive  with the  Products.  Sales of the  Products  may not be made in the
Territory except as contemplated by this Agreement.

     4.2 As an initial order pursuant to this Agreement, IDC shall purchase from
Well Men the following:  2,750 Water Heater units and 11,000 Pitcher units.  The
purchase price shall be $60.00 per Water Heater Unit F.O.B.  Hong Kong and $6.00
per  Pitcher  unit  F.O.B.  Hong  Kong.  Payment  shall be made by  irrevocable,
transferable  Letter of Credit for the  benefit of Well Men or any  assignee  of
Well Men.

     4.3 All  future  orders  that IDC  places  with  Well Men for the  People's
Republic of China will be in sufficient quantities and based primarily on actual
orders  received  by IDC from the Chinese  Corporation.  The form of payment for
such future orders shall be either by (i)  irrevocable,  transferable  Letter of
Credit  established  by IDC for the benefit of Well Men or any  assignee of Well
Men or (ii) on open account supported by a Standby Letter of Credit in an amount
to be mutually  agreed upon.  The prices per Product for such future orders will
also be mutually agreed upon and set forth in written sales orders.

     4.4 Well Men (or MK Wong) assigns and transfers to IDC,  without charge but
only for the purpose of  marketing  the  products in the  Territory,  the entire
right,  title and interest in and to the Patents,  including  but not limited to
all reissues,  divisions,  continuations  and  extensions of the Patents and all
rights of action  arising from the Patents,  all claims for damages by reason of
past  infringement  of the Patents and the right to sue and collect  damages for
such  infringement to be held and enjoyed by IDC for its own use and benefit and
for its  successors and assigns as the same would have been held by Well Men had
this  assignment  not been made.  Well Men and MK Wong agree to execute all such
further  instruments,  documents or agreements to further evidence the foregoing
assignment of Patents.

     4.5 Well Men grants to IDC a right of first refusal for exclusive rights in
the Territory to all new products  developed by Well Men and not covered by this
Agreement.

     4.6  Well Men  hereby  warrants  that  the  Products  will  conform  to the
applicable  specifications for the Products for a period of five (5) years after
delivery to any customer or


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enduser.  In the event any of the Products  fail to perform as warranted  within
the warranty  period,  Well Men shall without charge replace such Product with a
new one which is free of  defects  or  correct  the  defect.  Well Men agrees to
provide  full support on after sales  service for the  products  sold to IDC and
resold by the Chinese Corporation in the People's Republic of China.

5.   TERM AND TERMINATION

     5.1 This  Agreement  shall  continue  for a term of ten years from the date
hereof and for successive  periods of ten years thereafter  unless terminated by
either party by written  notice sent at least sixty days prior to the expiration
of any ten year period.

6.   REPRESENTATIONS

     Each party  represents  to the other that it has the legal rights and power
to enter into this Agreement,  and to fully perform its  obligations  hereunder,
and that  neither has made nor will make any  commitments  to others in conflict
with or in  derogation  of such  rights or this  Agreement.  Each party  further
represents to the other that it is not aware of any legal  obstacles,  including
patent rights of others,  which could prevent either party from carrying out the
provisions of this  Agreement.  Well Men represents  that it has (or will have )
the exclusive rights to all Patents for the Products.

7.   INDEMNIFICATION

     Each party, upon receipt of prompt notice and opportunity to defend,  shall
indemnify and hold the other party  harmless,  and hereby  forever  releases and
discharges  the other party from and against all claims,  demands,  liabilities,
damages and expenses  (including  attorneys' fees) arising out of the negligence
of the  indemnifying  party  or its  affiliates  in  connection  with  the  work
performed  in  connection  with  this  Agreement.  Well Men  agrees  to save IDC
harmless and indemnify IDC against any loss by way of  infringement  claims with
respect to any products of Well Men.

8.   GENERAL PROVISIONS

     8.1 Except for  Section 2 which  shall be  governed  by Chinese  law,  this
Agreement  will be governed by and construed  under the laws of the State of New
York, United States of America.

     8.2 All disputes  arising in connection with the present  contract shall be
finally  settled  under  the  Rules  of  Conciliation  and  Arbitration  of  the
International  Chamber of Commerce in Paris,  France by one or more  arbitrators
appointed in accordance with the said Rules.

     8.3 Each party  represents  that it and its  affiliates  are,  and  further
covenants that all times during the term of this Agreement each shall remain, in
full compliance with all applicable laws,  rules, and regulations  governing its
and their activities and conduct,  including, but not limited to, any such laws,
rules  and  regulations  requiring   registration  with  appropriate  government
agencies.


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     8.4 This Agreement sets forth the entire agreement and understanding of the
parties  relating to the subject matter herein and merges all prior  discussions
between them. No modification of or amendment to this Agreement,  nor any waiver
of any rights under this Agreement,  will be effective  unless in writing signed
by the party to be charged.  This Agreement shall  constitute the legal,  valid,
binding and enforceable agreement of the parties.

     8.5  Nonperformance  of either  party will be  excused  to the extent  that
performance is rendered  impossible by strike,  fire, flood,  governmental acts,
orders or  restrictions,  or any other reason where failure to perform is beyond
the control and not caused by the negligence of the non-performing party.

     8.6 This  Agreement  may not be assigned  or  transferred,  nor,  except as
expressly provided herein, may any right or obligation  hereunder be assigned or
transferred,  to a third party by either party without the prior written consent
of the other party  hereto.  Notwithstanding  the  foregoing,  either  party may
transfer  or assign  its  rights  and  obligations  under  this  Agreement  to a
successor to all or substantially all of its business or assets relating to this
Agreement whether by sale, merger, operation of law or otherwise. Subject to the
foregoing,  this  Agreement will be binding upon and inure to the benefit of the
parties hereto, their successors and assigns.

     8.7 No modification  of or amendment to this  Agreement,  nor any waiver of
any rights under this Agreement,  will be effective  unless in writing signed by
the party to be  charged,  and the  waiver of any  breach  or  default  will not
constitute  a waiver of any other right  hereunder or any  subsequent  breach or
default.

     8.8 In the event that it is determined by a court of competent jurisdiction
as  part  of  a  final  nonappealable  ruling,   government  action  or  binding
arbitration,  that any provision of this Agreement (or part thereof) is invalid,
illegal, or otherwise  unenforceable,  such provision will be enforced as nearly
as possible in accordance  with the stated  intention of the parties,  while the
remainder  of this  Agreement  will remain in full force and effect and bind the
parties  according to its terms.  To the extent any  provision (or part thereof)
cannot be enforced in accordance with the stated intentions of the parties, such
provision (or part thereof) will be deemed not to be a part of this Agreement.

     8.9 This  Agreement  may be executed in two or more  counterparts,  each of
which will be deemed an original.

     IN WITNESS  WHEREOF the parties  hereto have executed this  Agreement as of
the day and year first above written.

                                        WELL MEN INDUSTRIAL COMPANY LIMITED


                                        By:/s/ M.K. Wong
                                        ---------------------
                                        Name: M.K. Wong
                                        Title: Chairman


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                                        INTERNATIONAL DISPENSING CORPORATION


                                        By:/s/ Jon Silverman
                                        ---------------------
                                        Name: Jon Silverman
                                        Title: President


As to Section 4.4, agreed to and Acknowledged:


/s/ M.K. Wong
---------------------
M.K. Wong


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                                    Exhibit A



                   Well Men Industrial Company Limited Patents

Patents covering USA, China and other countries for the following products,  are
being applied for by Well Men:

                             1. Water Heater
                             2. Filter Pitcher with Filter