Exhibit 3.5
CERTIFICATE OF DESIGNATION
OF
SERIES B REDEEMABLE CONVERTIBLE PREFERRED STOCK
OF INTERNATIONAL DISPENSING CORPORATION
INTERNATIONAL DISPENSING CORPORATION, a Delaware corporation (the "Corporation"), certifies
that pursuant to the authority contained in Article Fourth of its Certificate of Incorporation, and in accordance
with the provisions of Section 151 of the General Corporation Law of the State of Delaware, its Board of
Directors has adopted the following resolution as of February 7, 2000 creating a series of its Preferred Stock
designated as the Series B Redeemable Convertible Preferred Stock:
RESOLVED, that a separate series of the class of authorized Preferred Stock, par value $.001 per share, of the
Corporation be hereby created, and that the designation and the amount thereof and the voting powers,
preferences and relative, participating, optional and other special rights of the shares of such series and the
qualifications, limitations of restrictions thereof are as follows:
1. DESIGNATION AND AMOUNT.The shares of the series of Preferred Stock of the Corporation created
and authorized hereby shall be designated as "Series B Redeemable Convertible Preferred Stock" (hereinafter
referred to as the "Preferred Stock") and the number of shares constituting such series shall be 1,500.
2. DIVIDENDS.
(a) Computation of Cumulative Dividends. The holders of the outstanding shares of Preferred Stock shall be
entitled to receive, out of any funds legally available therefor, cumulative dividends at the annual rate of twelve
percent (12%) per share of Preferred Stock, or $240 per share. Such cumulative dividends shall accrue and
accumulate from the date of original issuance and shall be payable quarterly on the last day of March, June,
September and December of each year, commencing on the last day of the calendar quarter in which the date of
original issuance occurs. Cumulative dividends on the Preferred Stock shall be payable in cash or in additional
shares of Preferred S