PREFERRED STOCK SUBSCRIPTION AGREEMENT



      PREFERRED STOCK SUBSCRIPTION AGREEMENT (this "Agreement") dated as of

January 24, 2003, by and among the Investor listed on Exhibit A hereto (the

"Investor"), and INTERNATIONAL DISPENSING CORPORATION, a Delaware corporation

(the "Company").



                              W I T N E S S E T H :



      WHEREAS, the Investor desires to subscribe for, and the Company desires to

issue up to an aggregate of 75 shares of the Company's Series D Redeemable

Convertible Preferred Stock, par value $.001 per share (the "Preferred Stock")

for the per share purchase price of $2,000 on the terms and subject to the

conditions set forth herein.



            NOW, THEREFORE, IT IS AGREED:



                                    ARTICLE I

          ISSUANCE OF STOCK AND PAYMENT OF SUBSCRIPTION PRICE; CLOSING



            1.1 Issuance of Stock. Subject to the terms and conditions set forth

in this Agreement, the Company agrees to sell to the Investor, and the Investor

subscribes for and agrees to purchase for $2,000 per Share, 75 shares of

Preferred Stock (the "Shares").



            1.2 Closing Date.



                  (a) The purchase and sale of the Shares shall occur at a

closing (the "Closing") at such time as shall be determined by the Company,

subject to the conditions set forth in this Agreement. The Closing shall occur

within three business days after the execution of this Agreement by the Company

and the Investor. The date of the Closing is hereinafter referred to as the

"Closing Date." On the Closing Date the Investor shall purchase Seventy-Five

(75) Shares and shall pay to the Company by certified check or wire transfer of

immediately available funds, ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000).



            1.3 Legends. From and after the date hereof, all share certificates

representing Shares, or shares of the Common Stock into which the Shares are

convertible ("Conversion Shares"), shall bear a legend which shall state as

follows:



            "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN

      ACQUIRED FOR INVESTMENT AND NOT WITH A





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      VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH

      SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION

      STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE COMPANY THAT

      SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT."



                                   ARTICLE II

                  REPRESENTATIONS AND COVENANTS OF THE COMPANY



      2. Representations and Covenants of the Company. The Company hereby

represents, warrants and agrees as follows:



            2.1 Existence and Good Standing. The Company is a corporation duly

organized, validly existing and in good standing under the laws of the State of

Delaware. The Company has the requisite corporate power and authority to own,

lease and operate its properties and to carry on its business as now being

conducted. The Company is duly qualified or licensed to do business and is in

good standing in each jurisdiction in which the character or location of the

properties owned, leased or operated by the Company or the nature of the

business conducted by the Company makes such qualification or license necessary,

except where the failure to be so duly qualified or licensed would not have a

material adverse effect on the business, operations, financial condition or

results of operations of the Company (a "Material Adverse Effect").



            2.2 Capital Stock. The Company has an authorized capitalization

consisting of 40,000,000 shares of common stock, par value $.001 per share (the

"Common Stock") and 2,000,000 shares of Preferred Stock, par value $.001 per

share. Of the Common Stock, 9,870,896 shares are issued and outstanding. Of the

Preferred Stock, 799.31 shares of Series A Preferred Stock, 608.73 shares of

Series B Preferred Stock, 929.84 shares of Series C Preferred Stock and 2,024.64

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