EMPLOYMENT AGREEMENT



      AGREEMENT, dated as of the 31st day of December, 2001 by and between

INTERNATIONAL DISPENSING CORPORATION, a Delaware corporation, with offices at

1111 Benfield Boulevard, Suite 230, Millersville, Maryland 21108 (the

"Company"), and EDWIN THARP, an individual residing at 3983 Glenville Road,

Glenville, Pennsylvania 17329 (the "Employee").



                              W I T N E S S E T H :

                               - - - - - - - - - -



      WHEREAS, the parties desire to enter into this agreement to set forth the

terms of the Employee's employment by the Company.



      NOW, THEREFORE, in consideration of the mutual premises and covenants set

forth herein and for other good and valuable consideration, the receipt,

adequacy and legal sufficiency of which are hereby acknowledged, the Company and

the Employee mutually agree as follows:



      1. EMPLOYMENT AND DUTIES.



            (a) EMPLOYMENT. The Company agrees to employ the Employee, and the

Employee agrees to accept employment with the Company, on the terms and

conditions hereinafter set forth.



            (b) SCOPE OF DUTIES. The Employee's title shall be Chief Operating

Officer, Chief Financial Officer and Secretary of the Company. The Employee

shall render services solely for the benefit, and on behalf of the Company and

its subsidiaries as directed by the Board of Directors of the Company. The Chief

Executive Officer of the Company shall have the power to determine the general

and specific duties to be performed by the Employee and the means and the manner

by which those duties shall be performed including, without limitation, that the

Employee shall be responsible for overseeing the financial operations of the

Company, and such other areas as the Employee and Chief Executive Officer deem

appropriate.



            (c) EXCLUSIVE SERVICE. The Employee shall be required, and does

hereby agree, to devote his full working time and attention to the duties

imposed upon him under this Agreement. The Employee shall perform his duties in

a diligent manner; shall not engage in activities which are or could be

detrimental to the existing or future business of the Company; and shall observe

and conform to all laws, customs and standards of business ethics and honest

business practices.



            (d) PROFESSIONAL STANDARDS. Recognizing and acknowledging that it is

essential for the protection and enhancement of the name and business of the

Company and the good will pertaining thereto, the Employee shall perform his

duties under this Agreement professionally and in accordance with the standards

established by the Company from time to time; and the Employee shall not act,

and shall refrain from acting, in any manner that could harm or tarnish the

name, business or income of the Company or the good will pertaining thereto.



      2. COMPENSATION.



            (a) BASE SALARY. For all services rendered by the Employee during

the term of this Agreement, the Company shall pay the Employee a base salary at

the rate of $190,000.00 per year, for 2002 and $218,500 in 2003 and $251,275 in

2004, payable bi-weekly and otherwise in accordance with the Company's customary

payment policies.



            (b) BONUSES. The Employee shall be eligible to receive performance

bonuses. determined by the Board of Directors in its sole discretion.



            (c) STOCK OPTIONS. Subject to the approval by the stockholders at

the next annual meeting of stockholders held after this Agreement is executed of

an amendment to the Company's 1998 Stock Option Plan (the Plan) to increase the

number of shares of Common Stock of the Company which may be issued upon

exercise of all options granted under the Plan from 2,500,000 to an amount of

shares which will accommodate the issuance of such options to the Employee, on

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