ARTICLES OF AMENDMENT TO THE
                          ARTICLES OF INCORPORATION OF
                              RONDEN VENDING CORP.

         RONDEN VENDING CORP., a Florida corporation (the "Corporation"), hereby
certifies as follows:

         1. The Articles of  Incorporation of the Corporation are hereby amended
and deleting the present form of each of Articles I and IV in their entirety and
by substantiating, in lieu thereof, the following:

                                    Article I
                                 Corporate Name

         The name of the Corporation is VHS Network, Inc.

                                       and

                                   Article IV
                                     Shares

         The aggregate number of shares of capital stock authorized to be issued
by this Corporation shall be 100,000,000 shares of common stock, each with a par
value of $.001 (the "Common Stock"),  and 25,000,000  shares of preferred stock,
each with a par value of $.001 (the "Preferred Stock"). Each share of issued and
outstanding  Common Stock shall  entitle the holder  thereof to one cote on each
matter  with  respect  to which  shareholders  have the right to vote,  to fully
participate in all shareholder meetings,  and to share ratably in the net assets
of the  corporation  upon  liquidation or  dissolution,  but each share shall be
subject to the rights and  preferences of the Preferred Stock as hereinafter set
forth.

         The  Preferred  Stock  may be  issued  from time to time in one or more
series in any manner  permitted by law, as  determined  from time to time by the
Board of Directors  and stated in any  resolution  providing for the issuance of
such  shares  adopted by the Board of  Directors  pursuant to  authority  hereby
vested in it, each series to be appropriately  designated,  prior to issuance of
any shares thereof, by some distinguishing  letter,  number or title. All shares
of each series of Preferred  Stock shall be alike in every  particular and equal
rank,  have the same powers,  preferences  and rights and be subject to the same
qualifications,  limitations and restrictions,  without  distinction between the
shares  of  different  series  thereof,   except  in  regard  to  the  following
particulars, which may differ as to different series:

                  (a) the annual  rate of  dividends  payable and the dates from
         which such dividends shall commence to accrue, if at all;



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                  (b) the amount payable upon a share  redemption and the manner
         in which shares of a particular series may be redeemed;

                  (c) the  amount  payable  upon any  voluntary  or  involuntary
         liquidation, dissolution or winding up of the corporation;

                  (d) the  provisions  of  any  sinking  fund  established  with
         respect to the shares of a series;

                  (e) the terms and rates of conversion  or exchange,  if shares
         of a series are convertible or exchangeable; and

                  (f) the provisions as to voting rights,  if any; provided that
         the shares of any series of Preferred  Stock having  voting power shall
         not have more than one vote per share.

         Before any shares of a particular series of Preferred Stock are issued,
the  designations  of such  series  and its terms in  respect  of the  foregoing
particulars shall be fixed and determined by th Board of Directors in any manner
permitted by law and stated in a resolution  providing  for the issuance of such
shares adopted by the Board of Directors pursuant to the authority hereby vested
in it. Such  designations  and terms shall be set forth in full or summarized on
the certificates for such series. The Board of Directors may increase the number
of such shares by providing  that any unissued  shares of Preferred  Stock shall
constitute  part of such series,  or may  decrease  (but not below the number of
shares thereof then outstanding) the number of shares of any series of Preferred
Stock already created by providing that any unissued shares previously  assigned
to such series shall no longer  constitute part thereof.  The Board of Directors
is hereby  empowered to classify or reclassify any unissued  shares of Preferred
Stock by  fixing  or  altering  the  terms  thereof  in  respect  of the  above-
referenced  particulars  and by  assigning  the  same to an  existing  or  newly
established series from time to time before the issuance of such shares.

         The holders of shares of each series shall be entitled to receive,  out
of any funds legally  available  therefor,  when and as declared by the Board of
Directors, cash dividends at such rate per annum shall be fixed by resolution of
the Board of Directors for such series,  payable periodically on the dates fixed
by the Board of Directors  for the series.  Such  dividends may be cumulative or
non-  cumulative,  deemed to accrue from day to day regardless of whether or not
earned or declared,  and may commence to accrue on each share of Preferred Stock
from such date or dates,  all as may be  determined  and  stated by the Board of
Directors prior to the issuance  thereof.  The  corporation  shall make dividend
payments ratably upon all outstanding shares of Preferred Stock in proportion to
the amount fo dividends accrued thereon to the date of such dividend payment, if
any.

         As long as any shares of Preferred Stock shall remain  outstanding,  no
dividend  (other  than a  dividend  payable  in  shares  ranking  junior to such
Preferred Stock with respect to the payment of dividends or liquidating  assets)
shall be declared or paid upon, nor shall any distribution be made or ordered in
respect  of,  shares of the Common  Stock or any other  class of shares  ranking
junior to the  shares of  Preferred  Stock as to the  payment  of  dividends  or
liquidating  assets,  nor shall any monies (other than the net proceeds received


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from the sale of shares  ranking  junior to the shares of Preferred  Stock as to
the payment of dividends or  liquidating  assets) be set aside for or applied to
the purchase or  redemption  (through a sinking fund or  otherwise) of shares of
the Common Stock or of any other class of shares ranking junior to the shares of
such Preferred Stock as to dividends or assets unless:

                  (a) all  dividends  on th  shares  of  Preferred  Stock of all
         series  for past  dividend  periods  shall  have been paid and the full
         dividend on all outstanding shares of Preferred Stock of all series for
         the then current  dividend  period shall have been paid or declared and
         set apart for payment; and

                  (b) the corporation shall have set aside all amounts,  if any,
         required  to be set aside as and for  sinking  funds,  if any,  for the
         shares of Preferred  Stock of all series for the current year,  and all
         defaults,  in any, in complying with any such sinking fund requirements
         in respect of previous years shall have been cured.

         The  corporation,  at the option of the Board of Directors,  may at any
time redeem the whole, or from time to time any part, of any series of Preferred
Stock,  subject to such  limitations as may be adopted by the Board  authorizing
the issuance of such shares,  by paying  therefor in cash the amount which shall
have been  determined by the Board of Directors,  in the resolution  authorizing
such series, to be payable upon the redemption of such shares of any one or more
series, in the discretion of the Board of Directors; but if the redemption shall
be effected  only with respect to a part of a series,  the shares to be redeemed
may be selected by lot, or all of the shares of such series may be redeemed  pro
rata,  in such  manner  as may be  prescribed  by  resolution  of the  Board  of
Directors.

         Subject  to  the  foregoing   provisions  and  to  any  qualifications,
limitations,  or restrictions  applicable to any particular  series of Preferred
Stock which may be stated in the  resolution  providing for the issuance of such
series,  the Board of Directors  shall have  authority to prescribe from time to
time the manner in which any series of Preferred Stock shall be redeemed.

         Upon any  liquidation,  dissolution  or winding up of the  corporation,
whether  voluntary or involuntary,  the shares of Preferred Stock of each series
shall be entitled,  before any distribution shall be made with respect to shares
of  Common  Stock or to any  other  class of  shares  junior  to the  shares  of
Preferred Stock as to the payment of dividends or liquidating assets, to be paid
the full preferential  amount fixed by the Board of Directors for such series as
herein  authorized;  but the shares of Preferred  Stock shall not be entitled to
any further payment and any remaining net assets shall be distributed ratably to
all outstanding  shares of Common Stock. If upon such liquidation or dissolution
of the  corporation,  whether  voluntary  or  involuntary,  the net assets of th
corporation  shall be  insufficient  to permit the  payment  to all  outstanding
shares of  Preferred  Stock of all  series of the full  preferential  amounts to
which they are respectively  entitled,  the entire net assets of the corporation
shall be distributed  ratably to all  outstanding  shares of Preferred  Stock in
proportion to the full preferential amount to which each such share is entitled.
Neither a consolidation  nor a merger of the corporation  with or into any other
entity nor the sale of all or substantially all of the assets of the corporation
shall be deemed to be a liquidation  or  dissolution  within the meaning of this
paragraph.


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         2. The foregoing  amendment  shall become  effective as of the close of
business on the date these  Articles of  Amendment  are  approved by the Florida
Department  of  State  and all  filing  fees  then due have  been  paid,  all in
accordance with the corporation laws of the State of Florida.

         3. The  amendments  recited in Section 1 above has been duly adopted in
accordance with the provisions of ss.607.1003,  Florida  Statutes,  the Board of
Directors of the  Corporation  having  adopted a resolution  setting  forth such
amendment,  declaring  its  advisability  and directing  that such  amendment be
considered by the  Shareholders of the  Corporation;  a majority in interests of
the Corporation's  single class of voting stock having voted in favor thereof by
written action dated January 6, 1997; and the number of votes cast for amendment
by the shareholders was sufficient for approval.

         In  witness  whereof,   the  Corporation  has  caused  the  Article  of
Amendments to be prepared under the signature of its Chief Executive Officer and
the attestation of its Secretary this day of January 1997.

Attest:                                    RODEN VENDING CORP.


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