AGREEMENT AND PLAN OF MERGER

Agreement  and Plan of Merger  ("Agreement"),  dated as of December 20, 1996, by
and between  Ronden Vending Corp.,  a Florida  corporation  ("Ronden  Vending");
Ronden Acquisition,  Inc., a Florida  corporation  ("Ronden  Acquisition");  and
Video Home Shopping, Inc., a Tennessee corporation ("VHS").

                             BACKGROUND INFORMATION

The board of directors of each of Ronden Vending, Ronden Acquisition and VHS, by
affirmative  vote of a majority of the members of each such board furnished at a
meeting  properly noticed and convened to consider and act upon such issue or by
unanimous  written  consent  of the  members  of the  Board  of  Directors,  has
determined  that it is advisable and to the  advantage of each such  corporation
and its respective  shareholders that VHS be merged into Ronden Acquisition,  at
the  conclusion  of which Ronden  Acquisition,  shall remain as the surviving or
resulting entity and the corporate  existence of VHS shall terminate and expire.
In  furtherance  thereof,  each board has approved and adopted the terms of this
Agreement,  and have  recommended  the adoption of this plan of merger,  and its
underlying  transactions,  by the shareholders of each entity.  Accordingly,  in
consideration of the representations, covenants, agreements and other provisions
set forth herein,  Ronden Vending,  Ronden  Acquisitions and VHS hereby agree to
effect a  statutory  merger  of Ronden  Acquisition  and VHS  (collectively  the
"Constituent Corporations") as follows:

                              OPERATIVE PROVISIONS

1. Merger.  In accordance  with  applicable  provisions of the Florida  Business
Corporation  Act, at the  Effective  Date (as defined  below),  VHS, a Tennessee
corporation  shall be  merged  with  and  into  Ronden  Acquisition,  a  Florida
corporation (the "Merger") and Ronden  Acquisition,  a Florida corporation shall
constitute  the  surviving  and  resulting  corporation  of such Merger  (Ronden
Acquisition   being  hereinafter   sometimes   referred  to  as  the  "Surviving
Corporation").  The  separate  and  corporate  existence  of VHS shall cease and
Ronden  Acquisition shall continue its corporate  existence pursuant to the laws
of Florida under its present name.

2. Effective  Date. The Merger shall become  effective on December 26, 1996 (the
"Effective Date").

3. Surviving  Corporation.  The Surviving  Corporation  shall possess and retain
every  interest  in all assets and  property of every  description.  The rights,
privileges, immunities, powers, franchises and authority, of a public as well as
private nature of each of the  Constituent  Corporations  shall be vested in the
Surviving Corporation without further act or deed. The title to and any interest
in all real estate vested in either of the  Constituent  Corporations  shall not
revert or in any way be impaired by reason of the Merger.

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4. Obligations.  All obligations  belonging to or due to each of the Constituent
Corporations shall be vested in the Surviving Corporation without further act or
deed, and the Surviving  Corporation  shall be liable for all of the obligations
of each of the Constituent Corporations existing as of the Effective Date.

5. Terms of the Merger.  Upon the Effective Date of the Merger all of the issued
and  outstanding  shares  of the  common  capital  stock of VHS  shall be deemed
cancelled and voided,  and upon the surrender of the  applicable  certificate(s)
evidencing such shares being  surrendered to Ronden  Acquisition,  the shares of
the common stock of VHS outstanding  prior to the Merger will be transformed and
converted  into an aggregate of 10,461,500  shares of the common stock of Ronden
Vending.

6. Articles of Incorporation. The article of incorporation of Ronden Acquisition
if effect  immediately prior to the Effective Date shall continue without change
and be the articles of incorporation of the Surviving Corporation.

7.  Counterparts.   This  Plan  of  Merger  may  be  executed  in  one  or  more
counterparts, each of which be deemed to be an original.

         In witness  whereof,  Ronden Vending,  Ronden  Acquisition and VHS have
caused this  Agreement  and Plan of Merger to be  executed  by their  respective
officers thereunto duly authorized as of the date first written above.

                                  Ronden Vending Corp.


                                  By:      /s/ Pamela J. Wilkerson
                                     -----------------------------
                                  Pamela J. Wilkerson, President


                                  Ronden Acquisition, Inc.


                                  By:      /s/ Pamela J. Wilkerson
                                     -----------------------------
                                  Pamela J. Wilkerson, President


                                  Video Home Shopping, Inc.


                                  By:      /s/ G. David George
                                     -------------------------
                                  G. David George, Chief Executive Officer