June 19, 1995
        
        
        
        
        To the Board of Directors
        Columbia Vending Services, Inc.
        Baltimore, MD
        
        
        This  letter  is to confirm our understanding of  the  terms  and 
        objectives  of our engagement and the nature and  limitations  of 
        the services we will provide.
        
        We will perform the following services:
        
        1.   We  will compile, from information you provide,  the  annual 
             balance  sheets  and the related statements  of  income  and 
             retained  earnings,  and  cash  flows  of  Columbia  Vending 
             Services, Inc., Inc. for the year 1995 and each year  there-
             after.   We will not audit or review such  financial  state-
             ments.   Our  report on the annual  statements  of  Columbia 
             Vending  Services, Inc., Inc. is presently expected to  read 
             as follows:
        
                  We  have  compiled the accompanying  balance  sheet  of 
                  Columbia  Vending Services, Inc., Inc. as  of  December 
                  31, 1995  and 1994 and the related statements of income 
                  and retained earnings and cash flows for the years then 
                  ended, and the accompanying supplementary  information, 
                  which  are  presented only for  supplementary  analysis 
                  purposes,  in accordance with standards established  by 
                  the American Institute of Certified Public Accountants.
        
                  A  compilation is limited to presenting in the form  of 
                  financial statements and supplementary schedules infor-
                  mation  that is the representation of  management.   We 
                  have not audited or reviewed the accompanying financial 
                  statements  and  supplementary  schedules and,  accord-
                  ingly,  do not express an opinion or any other form  of 
                  assurance on them.
                  
        
        
        
        
        
        






        
             
        Columbia Vending Services, Inc., Inc.
        June 19, 1995
        Page 
        
        
        
        
        
             If,  for any reason, we are unable to complete the  compila-
             tion  of  your  financial statements, we will  not  issue  a 
             report on such statements as a result of this engagement.
        
        2.   We  will  assist your bookkeeper in adjusting the  books  of 
             accounts  so  she will be able to prepare  a  working  trial 
             balance  from  which financial statements can  be  compiled.  
             Your  bookkeeper will provide us with a detailed trial  bal-
             ance and any supporting schedules we require.
        
        3.   We will also prepare the federal, state and city income  tax 
             returns  for Columbia Vending Services, Inc., Inc.  for  the 
             fiscal year ended December 31, 1995 and thereafter.
        
        4.   We  will also prepare the shareholder's individual  tax  re-
             turns.
        
        Our engagement cannot be relied upon to disclose errors,  irregu-
        larities, or illegal acts, including fraud or defalcations,  that 
        may exist.
        
        We shall be pleased to discuss this letter with you at any time.
        
        If the foregoing is in accordance with your understanding, please 
        sign the copy of this letter in the space provided and return  it 
        to us.
        
        Sincerely,
        
        MAX S. MAYER & CO., P.C.
        
        
        
        __________________________
        Bruce W. Shanzer, C.P.A.
        
        Acknowledged:
        Columbia Vending Services, Inc.
        
        
        __________________________________
        
        
        __________________________________
        Date
        
        BWS/jlf