AGREEMENT AND PLAN OF MERGER

         Agreement  and Plan of Merger  ("Agreement"),  dated as of December 30,
1996,  by and between  Ronden  Vending  Corp.,  a Florida  corporation  ("Ronden
Vending")  and  Ronden  Acquisition,   Inc.,  a  Florida  corporation   ("Ronden
Acquisition").

                             BACKGROUND INFORMATION

         Ronden  Acquisition is wholly owned  subsidiary of Ronden Vending.  The
board  of  directors  of each of  Ronden  Vending  and  Ronden  Acquisition,  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 Ronden  Acquisition be merged into Ronden
Vending, at the conclusion of which Ronden Vending shall remain as the surviving
or resulting  entity and the  corporate  existence of Ronden  Acquisition  shall
terminate  and expire.  In  furtherance  thereof,  each board has  approved  and
adopted  the  terms of this  Agreement.  Accordingly,  in  consideration  of the
representations,  covenants,  agreements and other  provisions set forth herein,
Ronden Vending and Ronden Acquisition (collectively "Constituent  Corporations")
hereby  agree to effect a  statutory  merger  of their  respective  entities  as
follows:

                              OPERATIVE PROVISIONS

         1. Merger. In accordance with applicable  provision of Florida Statutes
Section 607.1104,  at the Effective Date (as defined below), Ronden Acquisition,
a wholly  owned  subsidiary  of Ronden  Vending,  shall be merged  with and into
Ronden Vending (the "Merger") and Ronden Vending shall  constitute the surviving
and resulting  corporation  of such Merger  (Ronden  Vending  being  hereinafter
sometimes  referred  to  as  the  "Surviving  Corporation").  The  separate  and
corporate existence pursuant to the laws of Florida under its present name.

         2. Effective  Date.  The merger shall become  effective on the date the
Articles of Merger reflecting the Merger are filed with the Florida Secretary of
State (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 th Constituent  Coronations 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.

         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.


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         5. Terms of Merger.  Upon the  Effective  Date of the Merger all of the
issued and outstanding  shares of the common capital stock of Ronden Acquisition
shall be deemed cancelled and voided.

         6. Articles of  Incorporation.  The articles of incorporation of Ronden
Vending in 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 shall be deemed to be an original.

         In witness whereof,  Ronden Vending and Ronden  Acquisition 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/ G. David George
-----------------------
        G. David George, Chief Executive Officer

By: /s/ Joy Harrington, Sect.
-----------------------------
        Joy Harrington, Secretary

Ronden Acquisition, Inc.

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

By: /s/ Joy Harrington, Sect.
-----------------------------
        Joy Harrington, Secretary