EXHIBIT 10.7

         THIS LEASE,  Made this 22nd day of December,  1999,  by and between MIE
Properties,   Inc.,  as  agent  for  owner,   herein  called   "Landlord",   and
International Dispensing Corporation, herein called "Tenant".

         WITNESSETH,  That in  consideration  of the rental  hereinafter  agreed
upon, and the performance of the conditions and covenants  hereinafter set forth
on the part of Landlord and Tenant to be  performed,  Landlord does hereby lease
unto said Tenant, and the latter does lease from the former  approximately 3,825
square feet at the  following  premises:  1111  Benfield  Boulevard,  Suite 230,
Millersville,  Maryland  21108 for the term of five (5) years and six (6) months
and two (2) weeks  beginning  on the 16th day of March,  2000 and  ending on the
30th day of  September,  2005 at and for the annual rental of (see rent schedule
below),  payable in advance on the first day of each and every month  during the
term of this Lease in equal monthly  installments of (see rent schedule  below).
Said  rental  shall  be paid to MIE  Properties,  Inc.,  5720  Executive  Drive,
Baltimore,  Maryland 21228-1757,  or at such other place or to such appointee of
Landlord as Landlord may from time to time designate in writing.

         TENANT COVENANTS AND AGREES WITH LANDLORD AS FOLLOWS:
         1.   To pay said  rent and each  installment  thereof  as and when due,
without setoff or deduction.

         RENTAL - ESCALATION

         2.   Beginning with the first  anniversary of the commencement  date of
the lease term and each annual anniversary  thereafter  throughout the remainder
of the Lease and  renewal  term if any,  the annual rent shall be  increased  by
three percent (3%) of the previous year's rent, which

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sum shall be payable in equal monthly advance as hereinabove  set forth,  and as
set forth in the rent schedule below.

         USE

         3.   To use and  occupy the leased  premises  solely for the  following
purposes:

              General offices for packaging company and related entities.

                                  RENT SCHEDULE

         TERM                                     ANNUAL RENT     MONTHLY RENT
         ----                                     -----------     ------------
         March 16, 2000 - September 30, 2000               -      $3,612.50
         October 1, 2000 - September 30, 2001     $65,025.00      $ 5,418.75
         October 1, 2001 - September 30, 2002     $66,975.75      $ 5,581.31
         October 1, 2002 - September 30, 2003     $68,985.02      $5,748.75
         October 1, 2003 - September 30, 2004     $71,054.57      $5,921.21
         October 1, 2004 - September 30, 2005     $73,186.21      $6,098.85

         ADDITIONAL RENT

         4.   A.   UTILITIES

              Tenant  shall  apply for and pay,  directly to the  provider,  all
costs of electricity,  gas telephone and other utilities used or consumed on the
premises  together with all taxes,  levies or other  charges on such  utilities.
Tenant  agrees to pay as additional  rent,  Tenant's Pro Rata Share of the water
and sewer service charges,  or when  applicable,  Tenant's pro rata share of the
cost of maintaining and operating the well water and/or septic system chargeable
to the  total  building  in which  the  premises  are  located.  However,  if in
Landlord's  reasonable  judgement,  the water and sewer charges for the premises
are  substantially  higher than normal due to Tenant's water usage,  then Tenant
agrees that it will, upon written notice from Landlord, install a water

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meter at Tenant's  expense and thereafter pay all water charges for the premises
based on such meter readings.

              B.   TAXES

              Tenant  shall  pay  to  Landlord,  as  additional  rent,  Tenant's
pro-rata  share of the taxes in excess of those  assessed  against the  property
during the fiscal year  commencing July 1, 1999 and ending June 30, 2000 whether
the taxes are payable to the State of Maryland  and/or Anne Arundel  County.  If
this Lease shall be in effect for less than a full fiscal year, Tenant shall pay
a pro-rata  share of the  increased  taxes  based upon the number of months that
this Lease is in effect. Said taxes shall include Metropolitan District Charges,
sewer  service  charges and CPRA  charges,  if any,  and any and all benefits or
assessments  which may be levied on the  premises  hereby  Leased  but shall not
include the United  States Income Tax, or any State or other income tax upon the
income or rent payable hereunder.

              C.   COMMON AREA

              Tenant shall pay to Landlord as additional rent, Tenant's Pro Rata
Share of the following Common Area Expenses:

              -    Snow Removal
              -    Grounds Maintenance

              -    Security (when Landlord,  in  its reasonable  judgement deems
                   necessary).
              -    Trash Removal (when supplied by Landlord).

              "Tenant's Pro Rata Share" shall mean the same  percentage that the
gross square foot area of' Tenant's  leased  premises  bears to the gross square
foot area of all leaseable floor area within the property. Landlord shall notify
Tenant or any change in "Tenant's  Pro Rata  Share".  Tenant's Pro Rata Share is
equal to 9.4 percent. If the actual leaseable area of the

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property is or becomes  more than as set forth in this Lease,  Tenant's Pro Rata
Share shall be proportionately adjusted.

                  Landlord  shall notify Tenant from time to time of the amounts
which  Landlord  estimates will be payable by Tenant for Tenant's Pro Rata Share
of  Utilities,  Taxes and Common Area expenses and Tenant shall pay such amounts
to Landlord in equal monthly  installments in advance on or before the first day
of each month.  Within a  reasonable  period of time  following  the end of each
calendar  year, or fiscal year (with regard to taxes)  Landlord  shall submit to
Tenant a statement  showing the  Utilities  Taxes and Common Area expenses to be
paid by Tenant with  respect to such year,  the amount  paid by Tenant,  and the
amount of the resulting balance due or overpayment. Each such statement shall be
final and  conclusive if no objection is raised within one hundred  eighty (180)
days after  submission  of each such  statement.  Notwithstanding  the  forgoing
provisions of the above paragraph, Landlord may require Tenant to pay in arrears
Tenant's  Pro Rata  Share of  Utilities,  Taxes  and  Common  Area  expenses  in
quarterly or  semi-annual  payments  rather than on a monthly  basis as provided
above.

              Landlord  shall  keep for at  least  three  (3)  years  after  the
expiration of each calendar year, true and accurate books of account and records
proving  payment  of  Utilities,  Taxes and  Common  Area  expenses  ("Operating
Expenses")  which records conform to generally  accepted  accounting  principles
show the Operating Expenses incurred at the building for such calendar year.

              Tenant's employees, accountants, or representatives shall have the
right to  audit  Operating  Expenses  and in  connection  therewith  to  examine
Landlord's  books  of  accounts  and  operating  Expenses  and  supporting  data
maintained by Landlord and related to Operating

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Expenses.  If any such audit discloses that the Operating Expenses are less than
those  reported,  Landlord shall  forthwith pay to Tenant,  or credit Tenant the
difference as may be shown to be paid or payable for actual Operating Expenses.

              If Tenant  disagrees on the accuracy of Operating  Expenses as set
forth in Landlord's  statement,  Tenant shall give written notice to Landlord to
that effect, but shall nevertheless make payment in accordance with the terms of
this Lease.

         MUNICIPAL REGULATING

         5.   To  observe, comply with and  execute  at its  expense,  all laws,
orders, rules,  requirements,  and regulations of the United States, State, City
or County of the said State,  in which the leased  premises are located,  and of
any and all  governmental  authorities  or  agencies  and of any  board  of fire
underwriters  or other  similar  organization,  respecting  the premises  hereby
leased and the manner in which said premises are or should be used by Tenant.

         ASSIGNMENT AND SUBLET

         6.   Not to assign  this  Lease,  in whole or in part,  or  sublet  the
leased  premises,  or any part or  portion  thereof,  or grant  any  license  or
concession for any part of the premises,  without the prior written  consent of'
Landlord,  said permission  shall not be unreasonably  withheld,  conditioned or
delayed.  If such  assignment or  subletting  is permitted,  Tenant shall not be
relieved  from any  liability  whatsoever  under this Lease.  Landlord  shall be
entitled to all  additional  considerations  over and above those stated in this
Lease,  which are obtained in or for the sublease and/or  assignment.  Except in
the case of a "Permitted  Assignment"  as  hereinafter  defined no option rights
call be assigned or transferred by Tenant to an assignee or subtenant.

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Any sublet or assignment of' this Lease will be assessed with processing fees to
be paid for by Tenant as additional rent. Such fees shall not exceed $500.00.

         Notwithstanding  anything  to the  contrary  contained  in this  Lease,
Tenant shall have the right,  without the prior  consent of Landlord,  to assign
this  lease  or  sublet  the  whole  or any  part of the  leased  premises  to a
corporation or entity which: (i) is Tenant's parent organization;  or, (ii) is a
wholly-owned subsidiary of Tenant or Tenant's parent corporation; or, (iii) is a
corporation of which Tenant or Tenant's  parent owns in excess of fifty (50%) of
the outstanding capital stock; or, (iv) as a result of a consolidation or merger
with Tenant and/or Tenant's parent corporation,  shall own all the capital stock
of Tenant or Tenant's parent corporation;  or, (v) substantially all of Tenant's
assets may be transferred.  Any transfer pursuant to (i), (ii), (iii),  (iv), or
(v) above shall be subject to the following conditions:  (a) Tenant shall remain
fully liable during the unexpired term of this lease;  (b) any such  assignment,
sublease,  or  transfer  shall be subject to all of the  terms,  covenants,  and
conditions  of this lease and such  assignee,  subtenant,  or  transferee  shall
expressly  assume  the  obligations  of Tenant  under  the  Lease by a  document
reasonably  satisfactory  to Landlord;  and (c) shall be considered a "Permitted
Assignment".

         INSURANCE

         7.   Tenant will not do anything  in or about said  premises  that will
contravene  or affect  any  policy of  insurance  against  loss by fire or other
hazards,  including,  but not limited to, public liability now existing or which
Landlord  may  hereafter  place  thereon,  or that will  prevent  Landlord  from
procuring  such  policies in companies  acceptable  to Landlord.  Tenant will do
everything  reasonably  possible,  and  consistent  with the conduct of Tenant's
business,  to obtain the greatest  possible  reduction in the insurance rates on
the Property, including the building in

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which the  premises is situated.  Tenant  further  agrees to pay, as  additional
rent, any increase in the premium of any insurance carried by Landlord caused by
Tenant's occupancy, the nature of its business, any alterations or installations
made by  Tenant,  or  otherwise  resulting  from any act of Tenant  its  agents,
employees or customers.

         ALTERATIONS

         8.   (a)  Tenant will not make any alterations in  addition to original
improvements to the premises without the prior written consent of Landlord which
consent shall not be unreasonably  withheld,  conditioned or delayed.  If Tenant
shall  desire to make any such  alterations,  plans for the same shall  first be
submitted to Landlord for approval, and the same shall be performed by Tenant at
its own  expense,  Tenant  agrees that all such work shall be done in a good and
workmanlike manner,  that the structural  integrity of the building shall not be
impaired, that no liens shall attach to the building by reason thereof, and that
all alterations shall be in accordance with all applicable building codes.

              (b)  Tenant  agrees to  obtain at  Tenant's  expense  all  permits
pertaining to the alterations. Tenant also agrees to obtain, prior to commencing
to make such alterations and to keep in full force and effect at all times while
such  alterations  are being made,  all at Tenant's sole cost and expense,  such
policies  of  insurance  pertaining  to such  alterations  and/or to the  making
thereof as Landlord reasonably may require Tenant to obtain,  including, but not
limited to,  public  liability  and property  damage  insurance,  and to furnish
Landlord  evidence  satisfactory  to Landlord of the existence of such insurance
prior to Tenant's beginning to make such alterations.

              (c)  Any such alterations shall become the property of Landlord as
soon as they are  affixed  to the  premises  and all right,  title and  interest
therein of Tenant shall immediately

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cease,  unless otherwise  agreed to by Landlord in writing.  Landlord shall have
the sole right to collect any insurance for any damage of any kind caused by any
alterations or  improvements  placed upon the premises by Tenant.  If the making
of' any such  alterations,  or the  obtaining  of any  permits  therefore  shall
directly or indirectly  result in a franchise,  minor privilege or any other tax
or increase in tax, assessment or increase in assessment, such tax or assessment
shall be paid, immediately upon its levy and subsequent levy, by Tenant.

              (d)  Unless  Landlord  shall elect in writing  that all or part of
any  alterations,  except the  original  improvement  as indicated in Exhibit A,
installed  by Tenant  shall  remain,  the  premises  shall be  restored to their
original  condition by Tenant, at its own expense,  before the expiration of its
tenancy.

              (e)  Any  alterations  or   modifications   (in  addition  to  the
improvements as described herein in Section 34) Tenant requests Landlord to make
on  Tenant's  behalf  during the term of this lease  shall be due and payable as
additional rent.

              (f)  Notwithstanding  anything to the  contrary  contained in this
Lease,  Tenant shall be permitted to make any  non-structural  and  non-material
alteration,  and  improvements,  less than  $5,000,  without  the prior  written
consent  of the  Landlord.  Tenant  shall have the right at all times to install
furniture, equipment, and trade fixtures, provided that Tenant complies with all
applicable  governmental rules,  regulations,  laws,  statutes,  and ordinances.
Tenant shall have the right, and the obligation, to remove, at the expiration or
sooner  termination of this Lease,  trade  fixtures,  furniture,  and equipment;
however, Tenant shall, prior to the termination of this Lease, repair any damage
caused by such removal. Tenant shall not be required to make any

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structural  alterations to the demised premises,  including  without  limitation
installing sprinkler systems, fire doors or ADA complaint improvements.

         MAINTENANCE

         9.   (a)  Tenant will, during the term of this Lease, keep said demised
premises and appurtenance (including,  but not limited to, interior and exterior
windows,  interior and exterior doors,  interior  plumbing,  all heating and air
conditioning.  and interior and exterior electrical works thereof) in good order
and condition and will make all necessary repairs or replacement  thereof at its
own expense. Tenant will be responsible for all exterminating  services,  except
termites,  required in said demised  premises.  Landlord does,  however,  give a
ninety (90) day warranty on all of the above mentioned items. This warranty does
not include the  required  annual  maintenance  contract on the HVAC  unit(s) as
described  below.  Any  repair  made by  Landlord  at the  request  of Tenant to
Tenant's  demised  premises shall be invoiced to Tenant and shall become due and
payable as  additional  rent.  If Tenant does not make  necessary  repair within
thirty (30) days after  receiving  written  notice from  Landlord of the need to
make a repair,  Landlord  will  proceed to make said repair and the cost of said
repair will become part of and in addition to the next due monthly rental.

              (b)  Tenant  agrees to  furnish  to  Landlord,  at the  expense of
Tenant,  prior  to  occupancy,  a copy  of all  executed  and  paid  for  annual
maintenance  contract  on all  heating  and  air  conditioning  equipment  which
furnishes HVAC for said Tenant premises only with a reputable company acceptable
to  Landlord  and said  contract  will be kept in effect  during the term of the
Lease at the expense of Tenant.  Should Tenant not provide a  satisfactory  HVAC
Maintenance contract to Landlord prior to occupancy,  Tenant shall be provided a
contract through MIE

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Properties,  Inc.  Billings for this contract  shall become due and payable upon
receipt of invoice and shall be considered additional rent.

              (c)  Landlord  will make all necessary  structural  repairs to the
exterior  masonry walls  including the  foundation,  glass in exterior walls and
doors, structural floors, ceilings,  roof, exterior of the building,  equipment,
and all other structural elements,  common areas and facilities of the building,
and any of the foregoing which shall be located in the demised premises,  unless
the  repair  is due to  misuse or  neglect  by  Tenant or any of its  employees,
agents,  or  contractors.  Landlord  agrees to commence  repairs  promptly after
demand from Tenant and shall thereafter be diligently prosecuted to completion.

              (d)  Tenant will,  at the  expiration of the term or at the sooner
termination thereof by forfeiture or otherwise,  deliver up the demised premises
in the same  good  order and  condition  as they  were at the  beginning  of the
tenancy, reasonable wear and tear excepted.

         DEFAULT

         10.  If Tenant shall fail to pay said rental or any other sum  required
by this Lease to be paid by Tenant and such failure shall  continue for ten (10)
days after written notice thereof to Tenant, Landlord shall have, along with any
and all other legal remedies,  the immediate  right to make distress  therefore,
and upon such distress, in Landlord's discretion,  this tenancy shall terminate.
In case Tenant shall fail to comply with any of the other provisions, covenants,
or  conditions  of this Lease,  on its part to be kept and  performed,  and such
default  shall  continue for a period of twenty (20) days after  written  notice
thereof shall have been given to Tenant by Landlord, and/or if Tenant shall fail
to pay said  rental or any other sum  required  by the terms of this Lease to be
paid by Tenant. However, if a default shall be of a nature that it cannot

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reasonably  be cured  within such twenty  (20) day period,  Tenant  shall have a
reasonable  period of time in which to cure such default,  provided Tenant shall
commence  to cure such  default  within  such  twenty  (20) day period and shall
diligently  prosecute such cure to completion.  Then,  upon the happening of any
such  event,  and in  addition  to any and all other  remedies  that may thereby
accrue to Landlord, Landlord may do the following:

         1.   LANDLORD'S ELECTION TO RETAKE  POSSESSION  WITHOUT  TERMINATION OF
LEASE.  Landlord may retake possession of the leased premises and shall have the
light, but not the obligation, without being deemed to have accepted a surrender
thereof, and without terminating this Lease, to relet the same for the remainder
of the Lease term upon terms and conditions  satisfactory to Landlord and if the
rent  received  from such  reletting  does not at least equal the rent and other
sums payable by Tenant  hereunder,  Tenant shall pay and satisfy the  deficiency
between the amount of rent and other sums so provided in this Lease and the rent
received through reletting the Leased premises;  and, in addition,  Tenant shall
pay reasonable  expenses in connection with any such reletting,  including,  but
not  limited  to,  the  cost of  renovating,  altering  and  decorating  for any
occupant.  leasing  commissions  paid to any real  estate  broker or agent,  and
attorney's fees incurred.  Notwithstanding  the above Landlord agrees to use its
best efforts to relet the leased premises and mitigate Landlord's damages.

         2.   LANDLORD'S ELECTION TO TERMINATE LEASE. Landlord may terminate the
Lease and forthwith  repossess the leased premises and be entitled to recover as
damages a sum of money equal to the total of the following amounts:

              (a)  any unpaid rent or any other outstanding  monetary obligation
of Tenant to Landlord under the Lease;

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              (b)  the balance of the rent and other sums  payable by Tenant for
the  remainder of the lease term into be determined as of the date of Landlord's
re-entry;

              (c)  reasonable damages for the wrongful withholding of the leased
premises by Tenant;

              (d)  all reasonable  legal expenses,  including  attorney's  fees,
expert and witness fees,  court costs and other costs incurred in exercising its
rights under the Lease;

              (e)  all  reasonable  costs  incurred  in  recovering  the  leased
premises,  restoring the Leased  premises to good older and  condition,  and all
commissions incurred by Landlord in reletting the leased premises; and

              (f)  any other reasonable amount necessary to compensate  Landlord
for all detriment caused by Tenant's default.

         DAMAGE

         11.  In the case of the total destruction  of said  leased  premises by
fire, other casualties,  the elements or other cause, or of such damage thereto,
Landlord shall within thirty (30) days after such fire or other casualty  notify
Tenant of the length of time required to complete the  restoration  thereof.  If
the leased premises shall be rendered  totally unfit for occupancy by Tenant for
more than forty five (45) days,  this  Lease,  upon  surrender  and  delivery to
Landlord of the said leased premises by Tenant, together with the payment of the
rent to the date of such  occurrence  shall  terminate  and be at an end. If the
leased premises are tendered  partly  untenantable by any cause mentioned in the
preceding  sentence,  Landlord  shall at its own  expense,  restore  said leased
premises  with  all  reasonable   diligence,   and  the  rent  shall  be  abated
proportionately for the period

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of said partial  untenantability  and until the leased  premises shall have been
fully restored by Landlord.

         Notwithstanding  to the contrary in this Lease, if the demised premises
are substantially  damaged or destroyed so that Tenant cannot conduct its normal
business  operations and if such damage has not been repaired within ninety (90)
days thereafter, Tenant shall have the right to terminate this Lease.

         BANKRUPTCY

         12.  In the event of the  appointment  of a  receiver  or  trustee  for
Tenant by any  court,  Federal  or State,  in any  legal  proceedings  under any
provisions of the  Bankruptcy  Act, if the  appointment of such receiver or such
trustee is not vacated  within sixty (60) days, or if said Tenant be adjudicated
bankrupt  or  insolvent,  or shall make all  assignment  for the  benefit of its
creditors,  then  and  in any of  said  events,  Landlord  may,  at its  option,
terminate this tenancy, and re-enter upon said premises.

         POSSESSION/BENEFICIAL OCCUPANCY

         13.  Landlord  covenants  and agrees that  possession  of said premises
shall be given to Tenant as soon as said  premises are ready for  occupancy.  In
case possession, in whole or in part, cannot be given to Tenant on or before the
commencement   date  of  this   Lease,   Landlord   agrees  to  abate  the  rent
proportionately  until possession is given to said Tenant,  and Tenant agrees to
accept such prorated  abatement as liquidated  damages for the failure to obtain
possession.  Landlord shall use its best efforts to deliver the leased  premises
to Tenant by March 16, 2000.

         If Tenant  occupies  any  portion of' the  premises  prior to tender of
possession  thereof by Landlord,  such partial  occupancy  shall be deemed to be
beneficial occupancy and a proportionate

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share of the rent shall be due and payable as to that portion of the premises so
occupied, immediately upon Tenant's occupancy. Such occupancy by Tenant and rent
thereby  due  shall  not  depend  on  official  governmental  approval  of  such
occupancy,  state of  completion  of  building  availability  or  connection  of
utilities  and services  such as but not limited to sewer,  water,  gas, oil, or
electric. No rent credit shall be given because of lack of utilities or services
unless caused by the gross negligence of Landlord.

         SIGNS, ETC.

         14.  Tenant covenants and agrees that:
              (a)  It will not place or permit  any  signs,  lights,  awnings or
poles on or about the exterior of said premises  without file prior  permission,
in writing, of Landlord and in the event such consent is given, Tenant agrees to
pay any minor privileges or other tax.

              (b)  Landlord is to  immediately  remove and dispose of any of the
unauthorized  aforementioned  items at the expense of Tenant and said reasonable
cost shall  become part of and in addition  to the next due monthly  rental,  as
additional rent.  Tenant further  covenants and agrees that it will not paint or
make any  changes in or on the  outside of said  premises  without  the  written
permission  of  Landlord.  Tenant  agrees  that it will not do  anything  on the
outside  of  said  premises  to  change  file  uniform  architecture,  paint  or
appearance of said building, without the written consent of Landlord.

              (c)  Landlord  shall  have the right to place a "For Rent" sign on
any portion of said premises for ninety (90) days prior to  termination  of this
Lease and to place a "For Sale" sign thereon at any time.

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         EXTERIOR OF PREMISES

         15.  Tenant  further  covenants  and agrees not to put any items on the
sidewalk or parking lot in the front,  rear,  or sides of said building or block
said sidewalk, and not to do anything that directly or indirectly will take away
any of the  rights of  ingress  or egress or of light  from any other  tenant of
Landlord or do anything  which will, in any way,  change the uniform and general
design of any property of Landlord of which the leased  premises  hereby  leased
shall constitute a part.

         WATER DAMAGE

         16.  Tenant  covenants  and  agrees  that  Landlord  shall  not be held
responsible  for and Landlord is hereby released and relieved from any liability
by reason of or resulting  from damage or injury to person or property of Tenant
or of anyone else, directly or indirectly caused by (a) dampness or water in any
part of said  premises  or in any part of any other  property  of Landlord or of
others  and/or (b) any leak or break in any part of said premises or in any part
of any other  property of Landlord or of' others or in the pipes of the plumbing
or heating works  thereof,  unless the damage is due to Landlord's or Landlord's
employees, agents, or contractor's negligence or willful misconduct.

         LIABILITY

         17.  Landlord  shall not be liable to Tenant  for any loss or damage to
Tenant  or to any  other  person  or to the  property  of Tenant or of any other
person  unless such loss or damage shall be caused by or result from a negligent
act of emission or commission or the willful  misconduct on the part of Landlord
or any of its agents,  servants,  or employees.  Tenant shall indemnify and save
harmless  Landlord,  its  successors or assigns,  from all claims and demands of
every kind,

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that may be  brought  against  it,  them or any of them for or on account or any
damage,  loss or injury to persons or property  in or about the leased  premises
during the continuance of this tenancy,  or during the time of any  alterations,
repairs,  improvements or restorations to said property by Tenant and arising in
connection  therewith,  and from any and all costs,  expenses and other charges,
including  reasonable  attorney's fees, which may be imposed upon Landlord,  its
successors  or  assigns,  or  which  it or they  may be  obligated  to  incur in
consequence  thereof'.  Tenant shall also carry and pay for a general  liability
policy including fire damage liability naming Landlord as an additional insured,
with  combined  single limits of not less than  $2,000,000.00,  and will furnish
Landlord  with  certificate  of  same  showing  a  thirty  (30)  day  notice  of
cancellation clause.

         RIGHT OF ENTRY

         18.  It is  understood  and  agreed  that  Landlord,  and  its  agents,
servants,  and  employees,  including  any  builder or  contractor  employed  by
Landlord,  shall  have,  and  Tenant  hereby  gives  them and each of them,  the
absolute,  and  unconditional  right,  license  and  permission,  at any and all
reasonable times, and for any reasonable purpose  whatsoever,  to enter through,
across or upon the leased  premises or any part  thereof,  and, at the option of
Landlord,  to make such  reasonable  repairs to or changes in said  premises  as
Landlord may deem necessary or proper.  Notwithstanding anything to the contrary
in this  lease,  except in the case of  emergency,  Landlord  shall use its best
efforts to give  reasonable  advance notice to Tenant before  Landlord,  and its
agents, servants, and employees, including any builder or contractor employed by
Landlord, enters the demised premises.

                                       16


<PAGE>



         EXPIRATION

         19. It is agreed that the term of this Lease  expires on September  30,
2005 without the necessity of any notice by or to any of the parties hereto.  If
Tenant shall occupy the leased premises after such expiration,  it is understood
that, in the absence of any written  agreement to the contrary said Tenant shall
hold said premises as a "Tenant from  month-to-month",  subject to all the other
terms and conditions of this Lease,  at one and one half times (1 1/2) times the
highest  monthly  rental  installment  reserved  in this  Lease;  provided  that
Landlord shall,  upon such expiration,  be entitled to the benefit of all public
general or public local laws relating to the speedy  recovery of the  possession
of' lands  and  tenements  held  over by Tenant  that may be now in force or may
hereafter be enacted.

         Prior to Lease  expiration,  Tenant  agrees to schedule all  inspection
with  Landlord to confirm  that the leased  premises  will be in proper order at
expiration,  including, but not limited to, lighting, mechanical, electrical and
plumbing systems.

         CONDEMNATION

         20.  It is  agreed  that  in the  event  condemnation  proceedings  are
instituted  against the leased  premises and possession  taken by the condemning
authority,  then this Lease shall  terminate at the date possession is taken and
Tenant shall not be entitled to recover any part of the award.

         SUBORDINATION

         21.  It is  agreed  that  Landlord  shall  have  the  right  to place a
mortgage or deed of trust on the premises and this Lease will be  subordinate to
any such  mortgage or deed of trust  whether  presently  existing  or  hereafter
placed on the premises. Tenant agrees to execute any and all

                                       17


<PAGE>



reasonable   documents   assisting  the  effectuating  of  said   subordination.
Furthermore,  if any person or entity shall succeed to all or part of Landlord's
interest in the leased premises, whether by purchase,  foreclosure, deed in lieu
of foreclosure,  power of sale, or otherwise,  Tenant shall automatically attorn
to such  successor in interest,  which  attornment  shall be self  operative and
effective  upon the signing of this Lease,  and Tenant shall  execute such other
agreement in confirmation of such attornment as such successor in interest shall
reasonably request.

         NOTICES

         22.  Any  written  notice  required  by  this  Lease  shall  be  deemed
sufficiently given, if hand delivered,  or sent via first class mail,  certified
mail or by overnight courier service. Any notice required by this Lease is to be
sent to Landlord at:

                  5720 Executive Drive
                  Baltimore, Maryland 21228-1757

         Any notice required by this Lease is to be sent to Tenant at:

                  1111 Benfield Boulevard, Suite 230
                  Millersville, Maryland 21108


         REMEDIES NOT EXCLUSIVE

         23.  No remedy conferred upon Landlord shall be considered exclusive of
any other  remedy,  but shall be in addition to every other remedy  available to
Landlord  under  this Lease or as a matter of law.  Every  remedy  available  to
Landlord may be  exercised  concurrently  or from time to time,  as often as the
occasion may arise. Tenant hereby waives any and all rights which it may have to
request  a jury  trial in any  proceeding  at law or in  equity  in any court of
competent jurisdiction.

                                       18


<PAGE>



         NON-WAIVER

         24.  It is agreed that the  failure of Landlord to insist in any one or
more  instances  upon a strict  performance  of any covenant of this Lease or to
exercise  any  right  herein  contained  shall not be  construed  as a waiver or
relinquishment  for the  future of such  covenant  or right,  but the same shall
remain in full force and effect,  unless the contrary is expressed in writing by
Landlord. The receipt of rent by Landlord,  with knowledge of any breach of this
Lease by Tenant or of any default on the part of Tenant hereunder,  shall not be
deemed to be a waiver of any provisions of this Lease. Neither acceptance of the
keys nor any other act or thing done by  Landlord  or any agent or  employee  of
Landlord  shall be deemed to be an  acceptance  of a surrender of the  premises,
excepting  only an  agreement  in writing by Landlord  accepting  or agreeing to
accept such surrender.

         SECURITY DEPOSIT AND FINANCIAL STATEMENTS

         25. A security  deposit of  $3,612.50  is  required to  accompany  this
Lease, when submitted for approval by Landlord, subject to all the conditions of
the  Security  Deposit  Agreement  attached.  If this Lease is not  approved  by
Landlord  within thirty (30) days of its  submission  to Landlord,  the security
deposit  will be  refunded  in full.  Landlord  shall  have the right to require
annual  financial  statements  for Tenant  and/or any  Guarantor  of this Lease.
Tenant or Guarantor shall provide written answers to any questions from Landlord
which  are  related  to  Tenant's   financial   statements  or  provide  written
projections  on  Tenant's  business,  if  the  financials  are  unacceptable  to
Landlord.


                                       19


<PAGE>


         FINAL AGREEMENT

         26.  This Lease  contains  the final and entire  agreement  between the
parties  hereto,  and neither they nor their agents shall be bound by any terms,
conditions or representations not herein written.

         LEGAL EXPENSE

         27.  In the event, to enforce  the terms of this  Lease,  either  party
files legal action  against the other,  and is  successful  in said action,  the
losing  party agrees to pay all  reasonable  expenses to the  prevailing  party,
including the reasonable  attorney's  fee incident to said legal action.  In the
event that  Landlord is  successful  in any legal action filed  against  Tenant,
Landlord's reasonable attorney's fees incident to said legal action shall be due
as additional rent.

         LAND

         28.  It is  agreed  that  the  leased  premises  is the  building  area
occupied by Tenant and only the land under that area.

         RELOCATION

         29.  Landlord  shall have the right at any time  during the lease term,
upon not less than sixty (60) days written notice to Tenant,  to relocate Tenant
to another  location  within the  Property,  provided:  (a) the new  location is
similar or better in size, utility and appearance to the premises hereby demised
and (b) Landlord pays all reasonable moving costs,  including but not limited to
telephone and computer  wiring and new stationery and other expenses  associated
with relocating an office,  incurred by Tenant in connection with such move. The
parties shall, upon Landlord's request, execute an amendment to this Lease which
will  specify  the change in leased  premises,  but this Lease shall in no other
respect be amended. Notwithstanding anything to the

                                       20


<PAGE>



contrary in this Lease,  Landlord may only exercise the right to relocate Tenant
once during the original lease term.

         ENVIRONMENTAL REQUIREMENTS

         30.  Tenant  hereby  covenants  and  agrees  that if at any  time it is
determined  that there are  materials  placed on the  premises  by Tenant or its
agents,   servants,   employees  or  invitees  which,  under  any  environmental
requirements,  require  special  handling in collection,  storage,  treatment or
disposal,  Tenant shall,  within thirty (30) days after written notice  thereof,
take or cause to be taken, at its sole expense, such actions as may be necessary
to comply with all environmental requirements. If Tenant shall fail to take such
action,   Landlord  may  make  advances  or  payments  towards   performance  or
satisfaction of the same but shall be under no obligation to do so, and all sums
so advanced or paid,  including all sums advanced or paid in connection with any
judicial  or  administrative   investigation  or  proceeding  relating  thereto,
including,  without  limitation,  reasonable  attorney's  fees,  fines, or other
penalty  payments,  shall be at once repayable by Tenant as additional  rent and
shall bear  interest at the rate of two (2%) per annum above the Prime Rate from
time to time as  published  by the Wall Street  Journal,  from the date the same
shall  become due and payable  until the date paid.  Failure of Tenant to comply
with all environmental requirements shall constitute and be a default under this
Lease.

         Tenant will remain  totally  liable  hereunder  regardless of any other
provisions which may limit recourse.

         SEVERABILITY

         31.  In case any one or more of the provisions contained in this  Lease
shall for any  reason be held to be  invalid,  illegal or  unenforceable  in any
respect, such invalidity, illegality or

                                       21


<PAGE>



unenforceability  shall not affect any other  provisions of this Lease, but this
Lease shall be construed as if such invalid,  illegal or unenforceable provision
had never been contained herein.

         LATE CHARGE

         32.  If Tenant shall fail to pay when due, after applicable  notice and
grace  periods,  the said rental or any other sum  required by the terms of this
lease to be paid by Tenant.  then, upon the happening of any such event,  and in
addition  to any and all other  remedies  that may thereby  accrue to  Landlord,
Tenant  agrees to pay to  Landlord  a late  charge of five  percent  (5%) of the
monthly account balance. The late charge on the base rent accrues after ten (10)
days of the due date and said late charge  shall be  collectible  as  additional
rent.

         In the event  Tenant's  rent is  received  fifteen  (15) days after due
date,  Landlord  has the  option to require  the  rental  payment be made with a
certified or cashier's check.

         QUIET ENJOYMENT

         33.  Tenant,  upon paying the rent,  additional  rent and other charges
herein  provided for and observing and keeping all of its covenants,  agreements
and conditions in this Lease,  shall quietly have and enjoy the premises  during
the term of this Lease without hindrance or molestation by anyone claiming by or
through  Landlord;  subject,  however,  to  all  exceptions,   reservations  and
conditions of this Lease.

         LANDLORD'S WORK

         34.  The Leased  premises shall contain only the following items at the
expense of Landlord:

                                       22


<PAGE>



         35.  As per Exhibit "A", using building  standard  materials.  Landlord
has  allocated  a  $20.00  per  square  foot  allowance  for  Tenant's  interior
improvements.  Should Tenant exceed this  allowance,  Tenant will be responsible
for the extra costs.

         WINDOW COVERINGS

         36.  Tenant  covenants  and agrees not to install any window  covering,
other  than a one-inch  horizontal  mini-blind  of an  off-white  color,  unless
approved in writing by Landlord.

         RULES AND REGULATIONS

         37.  Tenant  shall at all times  comply with the Rules and  Regulations
attached  hereto.  Landlord  shall use its best efforts to enforce the Rules and
Regulations equitably against all tenants of the property.

         ESTOPPEL CERTIFICATE

         38.  Tenant and/or  Landlord shall, at any time during the term of this
Lease  or any  renewal  thereof,  upon  request  of the  other  party,  execute,
acknowledge,  and deliver to such party or its designee, a statement in writing,
certifying that this Lease is unmodified and in full force and effect if such is
the fact.

         ADDITIONAL RENT

         39.  All  sums of  money  required  to be paid by  Tenant  to  Landlord
pursuant to the terms of this Lease, unless otherwise specified herein, shall be
considered  additional  rent and shall be  collectible by Landlord as additional
rent, in accordance with the terms of this Lease.

                                       23


<PAGE>


         EXCULPATION CLAUSE

         40.  Neither  Landlord nor any  principal,  partner.  member,  officer,
director,   trustee  or   affiliate   of'  Landlord   (collectively,   "Landlord
Affiliates")  shall have any  personal  liability  under any  provision  of this
Lease.

         OPTIONS

         41.  Provided  Tenant  is  not  then  in  default   thereunder,   after
applicable  notice and grace  periods,  Tenant may extend the term of this Lease
and as it may be  amended  from  time to time,  for one (i)  further  successive
period of five (5) years each, by notifying Landlord in writing of its intention
to do so at least one hundred  twenty (120) days prior to the  expiration of the
then current term.  The annual  rental for each  succeeding  extension  shall be
adjusted as follows:

              (a)  If at the end of the  original  term of this  Lease or at the
end of any  renewal  term,  the  official  Consumers'  Price Index for All Urban
Consumers  (CPIU),  U.S.  Average,  All Items,  published by the Bureau of Labor
Statistics,  U.S. Department of Labor (1982 - 1984=100) (the "CPI") is in excess
of the CPI at the date of the  commencement  of the original term of this Lease,
the  annual  rental  for the  succeeding  Lease  term  shall  be  determined  by
multiplying said $65,025.00 by a fraction, the numerator of which is the CPI six
months prior to the end of the current Lease term, and the  denominator of which
is the CPI six months prior to the date of the commencement of the original term
of this Lease. The monthly  installments of rent shall be adjusted  accordingly,
provided,  however,  that the annual  rental  payable by Tenant under this Lease
never be less than $73, 186.21, during the extension term.

              (b)  In the event the Bureau of Labor  Statistics  shall  cease to
publish the  aforesaid  Index in its present form and  calculated on the present
basis,  a similar index or an index  reflecting  similar  changes in the cost of
living shall be chosen by agreement of the parties. In the

                                       24


<PAGE>



event the parties are unable to agree upon the selection of such an index,  such
dispute shall be submitted to  arbitration  in accordance  with the rules of the
American Arbitration Association.

              (c)  If the  option to extend the term of this Lease is not timely
exercised,  the unexercised option to extend shall automatically become null and
void.

              (d)  The right to extend the term of this  Lease may be  exercised
only by the undersigned Tenant or a "Permitted Assignment" for its continued use
and  occupancy  of the Leased  premises and only if it is in  possession  of the
Leased premises and operating a permitted use when it exercises the right.

approved an assignment  of this Lease.  However,  if Tenant  assigns this Lease,
with  Landlord's  consent to any  corporation  into  which or with which  Tenant
merges  or  consolidates  and/or  to  any  parent,   subsidiary,  or  affiliated
corporation, the assignee may exercise such right to renew.

              (e)  If Tenant  shall not cure a default  under the  Lease,  after
applicable notice and grace periods,  all unexercised  rights to extend the term
of the Lease shall automatically be extinguished and become null and void.

AS  WITNESS  THE HANDS AND SEALS OF THE  PARTIES  HERETO  THE DAY AND YEAR FIRST
ABOVE WRITTEN:

WITNESS:                          TENANT: International Dispensing Corporation

       /s/ Lynn Chan              By: /s/ Jeffrey D. Lewenthal
---------------------------           ---------------------------

                                  Printed Name: Jeffrey D. Lewenthal
                                  Title: Executive Vice President/CFO



                                       25


<PAGE>




WITNESS:                          LANDLORD: MIE Properties, Inc., as agent for
                                            owner

                                  By: /s/ Robert C. Becker
-------------------------             -----------------------

                                  Printed Name: Robert C. Becker
                                  Title: Vice President









                                       26


<PAGE>



                           SECURITY DEPOSIT AGREEMENT

This is NOT a rent receipt.

                             Date November 30, 1999
                                  -----------------

         Received  from  International  Dispensing  Corporation,  the  amount of
$3,612.50, as security deposit for premises 1111 Benfield Boulevard,  Suite 230,
Millersville, Maryland 21108.

         Landlord  agrees that,  subject to the  conditions  listed below,  this
security deposit will be returned in full within thirty (30) days of vacancy.

         Tenant agrees that this  security  deposit may not be applied by Tenant
as rent and that the full  monthly  rent will be paid on or before the first day
of every month,  including the last month of occupancy,  Tenant  further  agrees
that a mortgagee  of' the property  demised by the Lease to which this  Security
Deposit  Agreement is appended and/or a mortgagee thereof in possession of 'said
property  and/or a purchaser of said  property at a  foreclosure  sale shall not
have any liability to Tenant for this security deposit.

         SECURITY DEPOSIT RELEASE PREREQUISITES:
         ----------------------------------------
         1.   Full term of Lease has expired.
         2.   No damage to property beyond fair wear and tear.
         3.   Entire Leased premises clean and in order.
         4.   No unpaid late charges  or  delinquent  rents, or other delinquent
              sums payable by Tenant.
         5.   All keys returned.
         6.   All debris  and  rubbish  and  discards  placed  in proper rubbish
              containers.
         7.   Forwarding address left with Landlord.



                                       27


<PAGE>



AS  WITNESS  THE HANDS AND SEALS OF THE  PARTIES  HERETO  THE DAY AND YEAR FIRST
ABOVE WRITTEN:


WITNESS:                          TENANT: International Dispensing Corporation

    /s/ Lynn Chan                 By: /s/ Jeffrey D. Lewenthal
------------------------              ---------------------------

WITNESS:                          LANDLORD: MIE Properties, Inc., as agent for
                                            owner

                                  By: /s/ Robert C. Becker
------------------------              -----------------------





                                       28


<PAGE>



                              RULES AND REGULATIONS

1111 Benfield Boulevard, Suite 230, Millersville, Maryland 21108

1.       The Common Facilities,  and the sidewalks,  driveways, and other public
         portion of the Property (herein "Public Areas") shall not be obstructed
         or  encumbered  by Tenant or used for any purpose other than ingress or
         egress to and from its  premises,  and Tenant  shall not permit any of'
         its employees, agents. licensees or invitees to congregate or loiter in
         any of the Public Areas. Tenant shall not invite to, or permit to visit
         its premises,  persons in such numbers or under such  conditions as may
         interfere  with the use and  enjoyment  by others of the Public  Areas.
         Landlord reserves the right to control and operate, and to restrict and
         regulate  the use of, the Public  Areas and the public  facilities,  as
         well as  facilities  furnished  for the common use of Tenants,  in such
         manner as it deems best for the benefit of Tenants generally.

2.       No bicycles, animals (except seeing eye dogs) fish or birds of any kind
         shall be  brought  into,  or kept in or about any  premises  within the
         Building.

3.       No noise, including, but not limited to, music, the playing of' musical
         instruments,  recordings, radio or television,  which, in the judgement
         of Landlord, might disturb other tenants in the Building, shall be made
         or permitted by any tenant.

4.       Tenant's  premises shall not be used for lodging or sleeping or for any
         immoral or illegal purpose.

5.       Tenant  shall  not  cause  or  permit  any  odors of  cooking  or other
         processes,  or any unusual or objectionable  odors, to emanate from its
         premises  which would annoy other tenants or create a public or private
         nuisance.

6.       Plumbing  facilities shall not be used for any purpose other than those
         for which they were  constructed,  and no  sweepings,  rubbish,  ashes,
         newspapers or other substances or any kind shall be thrown into them.

7.       Tenant agrees to keep the Leased  Premises in a neat, good and sanitary
         condition  and  to  place  garbage,   trash,   rubbish  and  all  other
         disposables only where Landlord directs.

                                       29


<PAGE>


8.       Landlord reserves the right to rescind,  alter,  waive or add, any Rule
         or  Regulation  at any time  prescribed  for the Building  when, in the
         reasonable  judgment  of  Landlord,  Landlord  deems  it  necessary  or
         desirable  for  the  reputation,  safety,  character,  security,  care,
         appearance or interests of the Building,  or the  preservation of' good
         order therein, or the operation or maintenance of the Building,  or the
         equipment thereof, or the comfort of tenants or others in the Building.
         No rescission, alteration, waiver or addition of any Rule or Regulation
         in respect of' one tenant shall operate as a rescission,  alteration or
         waiver in respect of any other tenant.

9.       Tenant shall have the non-exclusive  right to park in parking spaces in
         front of and behind tenant's Leased  Premises.  Landlord  warrants that
         the  parking  space  ratio  shall never be less than four (4) spaces to
         every 1,000 square feet of rentable building area.

10.      Tenant shall not place any storage trailers or other storage containers
         of any type outside Tenant's premises.

11.      Tenant shall not park,  on a permanent  or semi  permanent  basis,  any
         trailers  behind  any  dock  doors  or in any  other  location  outside
         Tenant's premises for the purpose of storage.

12.      Non-compliance  with any of the above  rules and  regulations  may,  in
         Landlord's  reasonable  judgement,  result  in a  monetary  fine not to
         exceed $25.00 per day,  Landlord will notify Tenant of such  violations
         and Tenant will have ten (10) days to rectify,  after which, daily fine
         will be applied.

                                       30