MERIDIAN HOLDINGS INC /FL
10SB12G/A, 1999-12-23
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As filed with the Securities Exchange Commission on December 23, 1999


             U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                               AMENDMENT NO. 1 TO
                            FORM 10-SB

           GENERAL FORM FOR REGISTRATION OF SECURITIES
          OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
              OR 12(g) OF THE SECURITIES ACT OF 1934


                     Meridian USA Holdings Inc.
          (f/k/a Meridian Holdings, Inc.)
                     (Name of Small Business in Its Charter)


FLORIDA                                             65-0510294
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                         Identification No.)

3350 NW Boca Raton Blvd. Suite A-28
Boca Raton, Florida                                       33431
(Address of principal executive offices)                  (Zip Code)

              (561) 417-6800                       (561) 417-6888
            Issuer's Telephone Number:                    Telecopier:

                          www.meridianholdingsinc.com
                               Issuer's Website Address

Securities to be registered under Section 12(b) of the Act: None

Securities to be registered under Section 12(g) of the Act:
Common Stock, $0.001 par value







<PAGE>

              Meridian Holdings Inc.

                 TABLE OF CONTENTS

                       PART I

Item 1.   Description of Business

               (a)       Business Development

                    1.     Formation of Meridian Holdings, Inc.
                    2.     Purchase of Shares of Old Fashioned Syrup Co., Inc.
                    3.     Sweet 'N Low  License Agreement with
                            Cumberland Packing Corp.
                    4.     Egg Cream Companies

               (b)       Business of Issuer

                    1.     Principal Products and Services and Their Markets
                    2.     Market
                    3.     New Products or Services
                    4.     Competition
                    5.     Sources of Supply
                    6.     Major Customers
                    7.     Patents, Trademarks, Licenses, etc.
                    8-9   Government Regulation and Approval
                    10.    Research and Development
                    11.    Environmental Compliance
                    12.    Employees

               (c)       Reports to Shareholders


Item 2.        Management's Discussion and Analysis


          Item 3.   Description of Property


          Item 4.   Security Ownership of Certain
                    Beneficial Owners and Management


          Item 5.   Directors, Executive Officers, Promoters
                    And Control Persons

          Item 6.   Executive Compensation


          Item 7.   Certain Relationships and Related Transactions


          Item 8.   Description of Securities

                       PART II

           Item 1.        Market Price of and Dividends on the Registrant's
                          Common Equity and Other Shareholder Matters

           Item 2.        Legal Proceedings

           Item 3.        Changes in and Disagreements With Accountants

           Item 4.        Recent Sales of Unregistered Securities

           Item 5.        Indemnification of Directors and Officers



                                    PART F/S

Financial Statements


                      PART III

               Item 1.        Index to Exhibits

               Item 2.        Description of Exhibits

<PAGE>

Part I

Item 1.   Description of Business.

          (a)       Business Development:

1.        FORMATION OF MERIDIAN HOLDINGS, INC.

                    Meridian Holdings Inc. ("Meridian") was incorporated
in the State of Florida on August 4, 1994 for the purpose of effecting a
change of domicile, as the surviving entity in a merger with a then public
'shell' entity MHI Telecommunications, Inc.

                    MHI Telecom was a Delaware corporation that had sold
shares to the public pursuant to a Regulation "A" exemption from
registration during 1969, under its original corporate name of Pilgrim Mills,
Inc.

                    From 1985 through July 15, 1998, Meridian was not actively
engaged in any business operations. In August 1994, the
shareholders of MHI Telecom and Meridian approved a merger of MHI
Telecom into Meridian and a simultaneous 1 for 40 reverse stock split
of Meridian's outstanding shares.  At the same time, the shareholders
also authorized Meridian to raise working capital through an appropriate
financing, and to acquire an operating business or otherwise engage in or
conduct active business operations.  Through the end of 1998, Meridian
did not engage in any formal fund raising, other than the issuance of shares
to certain shareholders in exchange for services and the advancement of
minimal funds in behalf of Meridian.

2.        PURCHASE OF SHARES OF THE OLD FASHIONED SYRUP
     CO., INC.

                    On January 8, 1999, Meridian entered into an
Acquisition Agreement with The Old Fashioned Syrup Company, Inc. (the
"Syrup Company"), pursuant to which Meridian issued 3,026,794
shares of Meridian's common stock to the shareholders of the
Syrup Company in a tax-free exchange of shares.  Simultaneously with the
Acquisition Agreement, Meridian entered into a Stock Purchase
Agreement with Paul M. Galant, one of the Meridian's founders and now a
Director of Meridian, pursuant to which Meridian purchased
100,000 shares of its Common Stock from Mr. Galant for the sum of
$50,000.  The shares repurchased were retired by Meridian.

                    The Syrup Company had been incorporated in Florida in
November 1996 for the purpose of developing and marketing a sugar-free,
fat-free chocolate flavored syrup.  The Syrup Company has two
wholly-owned subsidiaries; The Old Fashioned Egg Cream Company,
Inc. and The Original Egg Cream Company, Inc., both of which are Florida
corporations.

                     3.       SWEET 'N LOW   LICENSE AGREEMENT
                              WITH CUMBERLAND PACKING CORP.

                    In January 1999, the Syrup Company entered into a license
agreement with Cumberland Packing Corp. under which
the Syrup Company was granted the exclusive license to utilize the
well-known Sweet 'N Low brand name in connection with the sale
of its sugar-free, fat-free chocolate syrup product (the "Syrup"). The Syrup
was first introduced to the food industry under the Sweet'N Low name in
late January 1999.  The Syrup is free of all sugar, fat and cholesterol.

                     4.        EGG CREAM COMPANIES

                    The Old Fashioned Egg Cream Company, Inc. was
incorporated in Florida in 1993.  From that time through 1999, it
engaged directly or through franchises in the business of selling freshly
made egg cream drinks and other food items to the public from specially
designed carts decorated to the motif of early 20th century Brooklyn and
bearing the registered trademark Old Fashioned Egg Cream Company.
The Old Fashioned Egg Cream Company is currently not conducting
any active business operations.

          (b)       Business of Issuer:

             (b)(1)   Principal Products and Services and their Markets.

                    Sweet 'N Low  Chocolate Flavored Syrup.  The Syrup
Company's principal product is its sugar-free, fat-free, cholesterol-free
chocolate-flavored syrup marketed under the well-known Sweet'N Low
brand name. The Syrup Company utilizes the brand-name under a long-
term license agreement with Cumberland Packing Corp., the owner of the
Sweet'N Low   family of trademarks.  Under the agreement, the Syrup
Company has the exclusive right to utilize the Sweet'N Low  mark on
chocolate-flavored syrup.  It also has the exclusive right of first refusal to
utilize the mark on other flavored syrups.  The license agreement has an
initial term of ten (10) years, expiring December 31, 2008.  The Syrup
Company has the right to renew the agreement for two additional 7 year
renewal terms, provided it is not in default.  The agreement contains
minimum royalty and marketing expenditure requirements during each
year of the term.  The Syrup Company has satisfied the requirements for
the first contract year and anticipates that it will be able to meet the
remaining minimum requirements under the contract throughout its term.
However, if the Syrup Company fails to meet its requirements, Cumberland
has the right to terminate the license.  In connection with the license
agreement, Meridian issued to Cumberland warrants to purchase
350,000 shares of Meridian's common stock at a price equal to the greater of
$2.50 pershare or 50% of the average trading price for the Meridian's shares
during the twenty (20) trading days preceding the exercise of the Warrants.
The number of warrants was increased to 385,000 as a result of a 10 percent
stock dividend in September 1999.

                    Old Fashioned Egg Cream.  Meridian, through the
Syrup Company's subsidiaries, Old Fashioned Egg Cream Company, Inc.
and Original Egg Cream Company (collectively the "Egg Cream
Companies"), has engaged in the business of offering freshly made "egg
cream" drinks to the public from custom-designed carts at sports arenas,
shopping malls and other high population traffic locations. The egg cream,
a traditional and legendary New York soft drink, is a mixture of milk,
seltzer and chocolate syrup.  From 1993 until 1998, the Egg Cream
Companies, on their own and through franchisees, operated two carts
at various locations, including Madison Square Garden in New York City,
Joe Robbie Stadium in Miami, Florida, Festival Flea Market in Pompano
Beach, Florida and Coral Square Mall in Boynton Beach.  In addition, the
egg creams were sold through licensed concessionaires at the Miami
Arena in Miami, Florida and various food service establishments in
South Florida.

              The Egg Cream Companies' marketing has been based on a
nostalgic appeal to early 20th century Brooklyn, where egg creams
were developed and flourished as a popular chocolate-flavored soft drink.
Meridian's carts and logo are designed with a Brooklyn motif - Ebbets
Field, the Brooklyn Bridge, trolley cars.  The carts also offer pretzel rods
and Charlotte Russe confections.

                    The Egg Cream Companies are not currently conducting any
active business operations.  Neither of the egg cream carts is currently in
operation and there are no current franchisees.  Meridian's current
business plan is to engage the services of an  experienced franchise
industry executive to re-establish the Egg Cream Companies' franchise
business.  The Egg Cream Companies are currently registered to sell
franchises with the New York State Attorney General's office and is
exempt from registration with the State of Florida.

     ChampionLyte, Inc.  ChampionLyte, a wholly-owned
subsidiary of Meridian, was incorporated in Florida in August 1999 for
the purpose of developing and marketing a sugar-free soft drink.   This is a
development stage company and has not conducted any business operations
to date.

                    (b)(2)    Market:

                  (i) Retail Market. The principal market for the Syrup is food
retailers,  such as supermarkets, drug store chains, discount stores and
warehouse centers.  The Syrup Company has established a network of
international, national and regional food brokers to market the Syrup
to these outlets.  The success of the Syrup Company is dependent upon its
ability to have its product available at such outlets throughout the country.
Management of the Syrup Company believes that the quality of its product,
its appeal to health-conscious consumers, the fame and reputation of the
Sweet 'N Low  trademark and its network of food brokers
should enable it to penetrate the retail food market.

                    The primary consumers at whom the Syrup Company is
directing its marketing efforts are diabetics.  According to a 1996 estimate
by the American Diabetes Association, there were 16,000,000
Americans suffering from diabetes, plus another five to ten million
Americans who are required to maintain a strict diet regime for various
medical conditions. In addition, millions more Americans restrict their
sugar consumption in an effort to reduce their calorie intake.  All of these
people form a natural market for the Syrup Company's product.  The
enormous success of products such as Diet Coke  , SnackWell  cookies
and various sugar-free ice cream products have established that
there is a substantial market for sugar-free/reduced calorie food products.

                    Management believes that the Syrup is the first sugar-free
syrup product available which provides a satisfying and acceptable taste
and texture.  Public and industry acceptance have been very positive to
date.  In July 1999, the National Board of the American Tasting Institute
granted its 1999 American Tasting Award of Excellence to the Syrup.  In
June 1999, the Syrup Company's product was voted the Best New Product in
the general merchandise category by the National Association of Chain Drug
Stores.  Public response has also been positive, as reflected by substantial
reorders.

                  In June 1999, in a further effort to expand the market for its
 products, Meridian entered into an agreement with Francis Anthony, the
"Love Chef" of television and magazine fame, under which Mr. Anthony
has agreed to develop recipes for the Syrup Company and
represent the product to the public.  Meridian believes that Mr.
Anthony's involvement has and will continue to increase the visibility
of the Syrup Company's products.

                    (ii) Institutional/ Food Service Market. Another important
market for the Syrup is bulk package sales to institutional and food service
customers, such as hospitals, nursing homes, schools, hotels, restaurants,
ice cream and frozen yogurt shops, baked and prepared food product
manufacturers and sports and entertainment venues.  Hospitals and nursing
homes, aggregating more than 40,000 units nationwide, present a natural
market for the Syrup, especially for diabetes sufferers and others required to
restrict their sugar intake.  The Syrup also fills the ever growing niche of
reduced calorie and reduced fat alternatives to popular snack foods and
sweets.

               (iii) Private Labeling. Under its agreement with
Cumberland, the Syrup Company has the right to package and sell a
percentage of its annual syrup production under the private label of its
customers.  To date, the Syrup Company has not shipped any private label
goods but plans to commence shipment of such goods in the first half of 2000.

              (iv) International Marketing.  Management has negotiated an
arrangement with Cumberland by which Cumberland has agreed to act as
an international distributor of the Syrup Company's chocolate syrup in
approximately 43 nations throughout the world where Sweet'N Low sugar
substitute is marketed.  In addition, the Syrup Company has signed an
agreement with Nafpro Canada, Inc. to serve as the exclusive broker for
the sale of Syrup in Canada.  These arrangements should provide
international distribution on a widespread and favorable cost basis.

     (b)(3)    New Products or Services.   The Syrup Company has developed
two additional flavored syrups (strawberry and vanilla creme ) to
complement its chocolate flavored syrup.  Under its agreement with
Cumberland, the Syrup Company has the right to market these flavored
syrups under the Sweet'N Low brand name upon approval of the formulae
and taste by Cumberland.  The Syrup Company anticipates receiving such
approval and intends to commence marketing the new flavors during the
first quarter of 2000.

                    Meridian is also in the process of developing a sugar-free
soft drink, which it hopes to introduce to the market in 2000.

     (b)(4)    Competition.  There are other brands of chocolate syrup on
the market, some of which advertise as fat-free, sugar-free, cholesterol-free
or low-calorie, as well as nationally and internationally known brands of
chocolate syrup, which could reasonably be considered as competition for
the Syrup Company's product.  Major chocolate manufacturers, such as
Hershey, sell syrups designated as "Lite" and Smuckers has recently
introduced a sugar-free chocolate flavored syrup.  These companies are
larger and have greater resources than Meridian and therefore can expend
greater funds in marketing and advertising their products.  The ability to
compete successfully with those companies is dependent upon its
ability to continue to produce a tasty product and persuade food retailers to
carry its product.  Meridian believes that its product, with targeted
marketing under the internationally renowned Sweet'N Low brand name,
will continue to be favorably received in the market place and establish the
Syrup Company as a significant purveyor of 'sugar, fat and cholesterol
 free' syrups and other products.

               (b)(5)    Sources of Supply.  The Syrup is manufactured,
packaged and shipped on behalf of the Syrup Company by Sea
Breeze, Inc., a contract manufacturer/packer located in New Jersey.
The product is manufactured to specifications and a formula developed
by the Syrup Company and approved by Cumberland.  The Syrup Company
monitors production to assure quality control and consistency.  The Syrup
Company believes that this co-packing method of manufacture is appropriate
for the Syrup Company since it has allowed the commencement of production
and shipment without the substantial capital expenditure required to establish
its own production facilities.  Under its agreement with Sea Breeze, Inc., the
Syrup Company has agreed to pay that company $.50 for each case of the
Syrup packed and shipped through any other co-packer during the term of the
Agreement.

          The Syrup Company has recently engaged a second co-packer,
Beverage House, Inc., based in Atlanta, Georgia to meet its growing need for
production and to provide a shipping facility closer to its market in the
Southeastern United States.  Meridian is also in the process of identifying
additional suppliers around the country who satisfy Meridian's quality and
delivery requirements.  Meridian believes that having such regional facilities
spread throughout the country would reduce the cost and timing of delivery
and thereby help Meridian better meet the needs of its customers.

               (b)(6)    Major Customers.  The Syrup Company has approximately
150 customers, none of whom accounts for 10% or more of the Syrup
Company's total sales.

              (b)(7)    Patents, trademarks, licenses, etc.

          The Syrup Company's subsidiary, The Old Fashioned Egg Cream
Company, Inc., is the owner of the U.S. Trademark registrations
for the mark OLD FASHIONED EGG CREAM for food products,
clothing items and food service. The Syrup Company is the owner
of the trademarks THE OLD FASHIONED SYRUP COMPANY and
NO GUILT, both of which are the subject of pending applications in the
United States Patent and Trademark Office.  ChampionLyte is the owner
of the trademark CHAMPIONLYTE which is also the subject of
a pending trademark application in the United States Patent and Trademark
Office.

     Under a license agreement dated January 1999 with
Cumberland, the Syrup Company acquired the license to use the
Sweet 'N Low trademark in connection with the manufacture and sale of
its sugar-free, fat-free syrup.  The Syrup Company is currently negotiating
with Cumberland to expand its license rights to include sugar-free beverages.

       Meridian intends to continue to protect all of its intellectual
property through appropriate state and federal registrations and
enforcement.

               (b)(8-9) Government Regulation and Approval.

                    The labeling of Meridian's products is subject to
regulation by the United States Food and Drug Administration.  The
Company believes that it is in full compliance with those regulations.  The
sale of food products to the public is subject to various state and local
health and safety regulations.  It is Meridian's policy to comply in full
with all such regulations.

     (b)(10) Research and Development.  Since 1998, Meridian has
engaged in research and development related to its current and proposed
new products through its contract co-packers.  The expenditures on
research and development have been undertaken by the co-packers, with
participation in the development process by the Syrup Company's
employees.

    (b)(11) Environmental Compliance.  Meridian does not anticipate any
significant costs to comply with environmental laws and requirements.

    (b)(12) Employees.  As of November 2, 1999, Meridian had five (5)
full-time employees, all of whom worked at Meridian's offices in
Boca Raton, Florida.

     (c)       Reports to Shareholders.  At the time of the filing of this
registration statement, Meridian is not subject to the information and
reporting requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").  Following the effective date of this registration
statement, Meridian will be subject to the Exchange Act reporting
requirements and, in accordance therewith, will file reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission").  Such reports, proxy statements and
other information filed with the Commission by Meridian may be
inspected and copied at the public reference facilities maintained by the
Commission at its principal offices at Judiciary Plaza, 450 5th Street NW,
Washington, D.C. 20549.  Such reports, proxy statements and other
information may also be obtained from the website maintained by the
Commission at http://www.sec.gov.  Copies of these materials can also be
obtained at prescribed rates from the public reference section of the
Commission at its principal offices in Washington D.C., as set forth above.

Item 2.   Management's Discussion and Analysis or Plan of Operation.

                    Liquidity and Capital Resources.  Management anticipates
that continuing increases in sales of the Syrup Company's products and
proceeds from an anticipated offering of Meridian's shares in 2000
should result in improved liquidity during the next fiscal year.  Such
liquidity will be necessary to finance Meridian's business activities in
the coming year, which includes continued development of new products
and increased marketing expenditures for the Syrup.  If Meridian does not
complete the anticipated offering, it may need to look to alternative sources
of liquidity to meet its business plans.  Such additional sources would
include further capital investment or loans from existing shareholders, debt
financing and savings from the reduction of operating expenses.
Management believes that it will be able to satisfy its liquidity and capital
resource needs in the foreseeable future.  Other than the above, Meridian
has no current demands, commitments, events or uncertainties
which, to managements' knowledge or belief, are reasonably likely to result
in Meridian's liquidity, increasing or decreasing in any material way.
Meridian has no planned capital expenditures during the next financial
year.

                  Results of Operations.  In 1996, Meridian had no revenues from
the sale of Syrup, its current prime business segment.  It had net revenues of
$31,215 from the operation of its egg cream carts and sale of egg cream
products through the Egg Cream Companies (which are currently inactive)
and a net loss of $78,546, which included a $35,000 extraordinary loss
attributable to the repurchase of a franchise.

                    In 1997, the Syrup Company commenced operation of its syrup
business.  During that year, it generated net sales revenues of $57,608, and
a net loss of $301,623.  The loss resulted primarily from start-up
expenditures attributable to the syrup business. Necessary cash flow was
generated from sales revenues and capital investments and loans from the
original shareholders.  Cost of goods sold during that year was $41,675,
72.3% of sales.

                    In 1998, the Syrup Company's sales revenues were $144,206,
representing a 150% increase over the prior year's sales.  Cost of goods sold
during that year was $105,916, 73.4% of sales, compared to 72.3% in the
prior year.  Selling, general and administration expenses were $405,286,
281% of sales, as compared to 577% of sales in the prior year.  The Syrup
Company had a net loss in 1998 of $366,996, compared to a net loss of
$301,623 in 1997.  The increases in expenses and operating loss from 1997
to 1998 were largely attributable to increased sales activities, start-up costs
and professional fees incurred in establishing the Syrup business operation.

                    During the nine months ended September 30, 1999, sales
revenues were $208,117, an increase of 109% over sales revenues of
$99,607 during the comparable period in 1998.  Cost of goods sold in
the 1999 period were $164,093, 78.8% of sales, compared to $85,762,
86.1% of sales, in the 1998 period.  Selling, general and administration
expenses increased from $279,942 in the 1998 period to $497,931 in the
1999 period.  The increase was due primarily to five factors: the
commencement of payment of salaries to officers in January 1999, the hiring
of a sales vice president in May 1999, increased advertising costs and slotting
fees, increased trade show expenses and increased professional fees.
Meridian had a net loss for the nine months ended September 30, 1999 in
the amount of $453,907 or $.09 per share, as compared to $266,097 or $.08
per share in the comparable period in 1998. The operating loss in the 1999
period was attributable primarily to the increased selling, general and
administration expenses described above.  Despite the net operating loss,
Meridian's liquidity improved during the nine month period, with a net
increase in cash  of $39,064.  This increase was
attributable primarily to proceeds from the issuance of common stock and
the exercise of common stock purchase warrants during the period.

                    During the 1999 period, Meridian expanded its network
of brokers to sell the Syrup and expended additional funds for
marketing expenses and slotting fees (which are amounts paid to
supermarkets and other food outlets for placement of the product on the
stores' shelves).  It has also continued to develop new products,
especially other flavored syrups it expects to sell under its Sweet 'N Low
license agreement.  Management anticipates that these will lead to
continued increases in sales revenues in the coming year.  Meridian,
however, will continue to incur additional expenses attributable to the
growth of its business and therefore management cannot estimate the
amount of profit or loss it may incur in the coming year.

Item 3.   Description of Property.

                    Meridian's executive and administrative offices occupy
approximately 1,607 square feet of office space at 3350 NW Boca Raton
Blvd. Suite A-28, Boca Raton, Florida.  Meridian leases this space
from an unaffiliated party at an annual cost of $19,284.00 plus common
area maintenance charges under a lease which expires on February 29,
2001.  Meridian also rents warehouse and distribution facilities in
Jersey City, New Jersey from Port Jersey Distribution Services, with rental
based on the amount of space and services used each month.

Item 4.   Security Ownership of Certain Beneficial Owners and
Management.

               The following table sets forth information as of November
2, 1999 with respect to the beneficial ownership of Meridian's
securities by officers and directors, individually and as a group.  To
Meridian's knowledge, on November 2, 1999, there were no holders of
more than 5% of its Common Stock other than Robert Kline,
Roman Mashaiv, Alan Posner, and Mark Streisfeld.  Unless otherwise
indicated, all shares are beneficially owned and sole investment and voting
power is held by the beneficial owners indicated.  On November 2, 1999
there were 5,736,500 shares of Common Stock, 350 shares of convertible
Preferred Stock and 350,000 Common Stock Purchase Warrants
outstanding. No shares of any other class of capital stock are outstanding.

Name and address      Title of Class    Amount and nature    Percent of
of beneficial owner                       of beneficial         Class
                                            ownership

Paul Galant            Common Stock       330,000 - Direct       4.8%
470 N.E. 25th Terrace
Boca Raton, FL

Robert Kline           Common Stock     397,822 - Direct         6.94%
220 S. Military Trail                      and Indirect
Deerfield Beach, FL
33442

Roman Mashaiv          Common Stock      286,973 - Direct        5.003%
150-22 72nd Dr.
Apt. 3C
Flushing, NY  11367

Alan Posner            Common Stock       1,112,791 -Direct      19.4%
198 Gregory Rd.          Series I
Monticello, NY        Preferred Stock     175 - Direct           50%
12701

Ronald Shapss          Common Stock       220,972 - Direct       3.9%
Prestwick Court
New City, NY 10956

Mark Streisfeld        Common Stock       1,112,791  Direct      19.4%
75 Atwell Lane           Series I
Monticello NY          Preferred Stock    175        Direct      50%

All officers &         Common Stock       2,776,554              48.4%
Directors as a           Series I
  group               Preferred Stock     350                    100%

Item 5.  Directors, Executive Officers, Promoters and Control Persons.

                    Meridian's executive officers and directors are as
follows:

Name                       Age      Position

Mark Streisfeld            49       President, Director

Alan Posner                54       Chief Executive Officer, Chief
                                    Financial Officer,  Secretary
                                    and Director

Ronald Shapss              53       Director

Joel Flig                  46       Director

Paul M. Galant             58       Director


<PAGE>

          The principal occupation, title and business experience of
Meridian's executive officers and directors during the last five years,
including the names and locations of employers, is indicated below:

Mark Streisfeld was elected as President and Director on February 24,
1999.  He was co-founder and has been president of The Old Fashioned
Syrup Company, Inc., its subsidiaries and predecessors since 1994.  From
1976 to 1989, Mr. Streisfeld operated a retail electronics business in
Monticello, New York, which he founded.  From 1989 to the present,  Mr.
Streisfeld has operated a multi-faceted jewelry enterprise in Monticello,
founded by him and his family.  From 1973 to 1976 he was an elected
trustee of the Village of Monticello.  Since 1985 Mr. Streisfeld has been a
Rated Jeweler by the Jewelers Board of Trade and a member of the
Advertising Specialties Institute.  He is currently a member of the Sullivan
County (NY) Chamber of Commerce, the Sullivan County Action
Committee and the Board of Directors of the New Hope Community for
Retarded Adults (Sullivan County, NY).

Alan Posner was elected as CEO, Secretary and Chairman of the Board of
Directors on February 24, 1999.  Prior to that he was co-founder and has
served as CEO/Secretary/ Treasurer of The Old Fashioned Syrup Company,
Inc., its subsidiaries and predecessors since 1994.  From 1973 to 1985 Mr.
Posner was employed in various professional and administrative capacities,
including having served as the Senior Associate Administrator at Brookdale
Hospital Medical Center in Brooklyn, New York.  From 1985 to 1993 he
was a principal of Medical Care Administration, Inc. and Healthrac, Inc.,
multi-service medical providers, medical management and consulting
firms.  From 1991 to 1994, Mr. Posner was a member of the New York
City Mayor's Advisory Committee for Emergency Medical Services.  He is
a member of the American College of Health Care Administrators, the
American Public Health Association and the New York Association for
Ambulatory Care.  Mr. Posner received dual Bachelor of Science degrees
(Biology and Nursing) in 1971 and a Master's of Science Health Care
Administration in 1973 from the State University of New York at Stony
Brook.  From 1965 to 1968 he served in the U.S. Naval Hospital Corps.

Ronald Shapss, a director of Meridian since August 1999, is the
founder of Ronald Shapss Corporate Services, Inc. (RSCS) a company
engaged in consolidating fragmented industries since 1992.  RSCS was
instrumental in facilitating the roll-up of several companies into such
entities as U.S. Delivery, Inc., Consolidated Delivery & Logistics, Inc. and
Corestaff, Inc.  Mr. Shapss was also the founder of Coach USA, Inc. and is
presently on the advisory boards of Consolidated Partners Founding Fund,
LLC and 1+ USA, Inc., which founded Advanced Communications Group,
Inc., a competitive local exchange carrier whose shares trade on the New
York Stock Exchange.  Since 1997 he has been a consultant and a member
of the Board of Directors of Frontline Communications Corporation,
(NASDAQ: FCCN).  Mr. Shapss is a member of the New York Bar, having
graduated from Brooklyn Law School.

Joel Flig, a director of Meridian since August 1999, is the founder
(1989) and CEO of Financial Solutions Group, Ltd., a New York based
company engaged nationwide in placement of senior debt.  Since 1998 he
has been a director of Sparta Surgical Supply Co.  Prior to his current
business entity, Mr. Flig was a member of the Board of Directors and
Executive Vice President of Aspen Financial, Inc. (a bank holding
company) and from 1981 to September 1988 he was First Vice President of
Union Chelsea National Bank (NY).  From 1977 through May, 1981 he
served in a variety of executive capacities at Republic National Bank (NY)
and began his banking career in the Management Development program at
Chase Manhattan Bank (NY) in 1974.  Mr. Flig received a BBA degree in
1977 from the Bernard Baruch College of the City of New York, and his
MBA-Finance from St. John's University (NY).

Paul M. Galant was appointed by the new Board of Directors as Special
Counsel in February, 1999, served as an officer and director of Meridian
from August 1994 to February 24, 1999 and was elected to Meridian's
Board of Directors in August 1999.  Between 1975 and 1997
Mr. Galant was a registered NASD General Securities Principal.  He has
been a business development consultant since 1970.  He has served as an
officer and director of various development stage companies, including
Deerfield Financial Services, Inc., www.eBIZnet.com, Inc. and is the
founder and currently serves as an officer and director of NetWeb
Online.Com Inc.   From May 1995 through June 1996, Mr. Galant was a
cofounder and executive officer of New Directions Restaurants Inc.  He has
been a practicing attorney in the State of New York since 1966.  Between
1975 and 1986, Mr. Galant was a founding partner and general principal of
a Long Island (NY) based full service brokerage firm.  Subsequently, he
was cofounder, an officer and/or a registered principal of several NASD
member securities/brokerage firms in the New York metropolitan area.
From 1989 through 1990 he was founder and President of Preferred
Markets Group, Inc., a NASD member.  Since 1981 he has served as
President of PR Sources Inc., and since 1996 as President of Unipro
Business Group Inc., both private entities engaged in corporate
development services.  From 1966 through 1968 he served in the U.S.
Army.  Mr. Galant is a 1965 graduate of Brooklyn Law School (J.D.), and
received a Bachelor of Business Administration degree from Adelphi
University in 1962.

Item 6.   Executive Compensation.

         (a)       Compensation

                    Meridian paid no compensation to its executive officers
in its last fiscal year.

          (b)       Option/SAR Grants in Last Fiscal Year
                    (Individual Grants)

                    No stock option or stock appreciation rights were granted by
Meridian in its last fiscal year.  In August 1999, the shareholders of
Meridian approved the adoption of an Incentive Stock Option Plan, under
which the Board of Directors may grant options to purchase up to an
aggregate of 100,000 shares of Meridian's common stock to its employees
and directors.  The plan was established to comply with IRS requirements
for a Qualified Incentive Stock Option Plan.

          (c)       Aggregated Option/SAE Exercises in Last Fiscal Year And
          Fiscal Year-End Option/SAR Values

               None

          (d)       Long Term Incentive Plans-Awards in Last Fiscal Year

                    Meridian has no long-term incentive plans other than
the Incentive Stock Option Plan described above.

          (e)       Compensation of Directors

                    Directors are paid $1,500 for each annual meeting of the
Board which they attend.

          (f)       Employment Contracts

                    Meridian has no employment contracts with any of its
employees.

          (g)       Report on Repricing of Options/SARS

                    Meridian has not repriced any options or stock
appropriation rights.


Item 7.   Certain Relationships and Related Transactions.

                    Meridian has no relationships or transactions required
to be disclosed pursuant to this Item.

Item 8.   Description of Securities.

                    Meridian's authorized capital stock consists of
20,000,000 shares of common stock, $.001 par value per share, and
1,000,000 shares of Preferred Stock, $1.00 par value as to which the Board
has the power to designate the rights, terms and  preferences.

                    Common Stock:  As of November 2, 1999, 5,736,500 shares
of $.001 par value Common Stock were issued and outstanding.  Holders of
common stock are entitled to one vote for each share of Common Stock
owned of record on all matters to be voted on by stockholders, including
the election of directors.  The holders of Common Stock are entitled to
receive such dividends, if any, as may be declared from time to time by the
Board of Directors, in its discretion, from funds legally available.  The
Common Stock has no preemptive or other subscription rights, and there
are no conversion rights or redemption provisions.  All outstanding Shares
of Common Stock are validly issued, fully paid and non-assessable. On
August 18, 1999, the Shareholders approved a 10% stock
dividend to all shareholders of record of Common Stock as
of September 30, 1999.  As a result of that stock dividend, 521,500 shares
of Common Stock were issued by Meridian to its shareholders on
September 30, 1999.  In addition, the number of shares of Common Stock
into which the outstanding Series I Preferred Stock are convertible
increased from 105,000 to 115,500.

                    Preferred Stock.  Meridian is authorized to issue up to
1,000,000 shares of $1.00 par value Preferred Stock, upon such terms and
conditions as the Board of Directors may determine at the time of issuance,
without further action of the stockholders being required.  Such preferred
shares may or may not be: issued in series, convertible into shares of
Common Stock, redeemable by the corporation and entitled to cumulative
dividends.  Other terms and conditions may be imposed at the time of
issuance.  In the event that some or all of the Preferred Stock is issued with
a conversion privilege, any future conversion will cause an increase in the
number of issued and outstanding shares of Common Stock, and may or
may not have a depressive effect on the market value of the Common
Stock.

                    In January 1999 Meridian designated 100,000 shares of
Preferred Stock as $1.00 Par Value Series I Convertible Preferred Shares,
and issued a total of 350 such shares to new management in consideration
of their management efforts in developing the business operations to date.
Each outstanding share of Series I Preferred Stock is convertible, without
further consideration, into 330 shares of Common Stock (increased from
300 as a result of the September 1999 stock dividend): upon the first to
occur of:

     (a)     Meridian having annualized gross sales revenues of at least
$10 Million; or

     (b)     Meridian successfully completing an SEC registered
Offering and attaining NASDAQ or exchange listing for its securities.

     Cumberland Warrants. As of September 24, 1999, Meridian
issued common stock purchase warrants to Cumberland to purchase up
to 350,000 shares of Meridian's common stock at a price per share equal to
the greater of (i) $2.50 or (ii) 50% of the average daily trading volume for the
common stock during the twenty (20) day period immediately proceeding the
sale.  The warrants contain certain anti-dilution provisions, as a result of
which the number of warrants increased from 350,000 to 385,000 pursuant
to the 10% stock dividend on September 30, 1999.  The term of the warrants
is the same as the term of the Cumberland License Agreement.

             Dividend Policy.  Meridian has never declared or paid a
cash dividend on its Common Stock, nor does it have any present intent to
do so in the near future.  It is anticipated that all earnings will be retained
to provide working capital for the implementation of the business plan, until
such time as the directors shall, in their sole discretion, declare that
Meridian's working capital requirements and cash position will permit a
cash distribution to stockholders.  Stock dividends may be declared, from
time to time, in the sole discretion of the Board of Directors.  On August
18, 1999, the Board declared a 10% stock dividend for stockholders of
record as of September 30, 1999.

                    Transfer Agent: Meridian's transfer agent is Florida
Atlantic Stock Transfer, Inc., 7130 Nob Hill Road, Tamarac, Florida 33321
(telephone (954) 726-4954; telecopier (954) 726-6305).

Part II

Item 1.   Market Price of and Dividends on the Registrant's Common Equity
and Other Shareholder Matters.

          (a)       Market Information.

                    Meridian's Common Stock is traded over-the-counter
on the electronic bulletin board operated by the National Association of
Securities Dealers.  From inception of listing until December ____, 1999,
the shares traded under the symbol "MDHG".  On December ____, 1999,
the trading symbol was changed to MUSD in connection with the change of
Meridian's name to Meridian USA Holdings, Inc.  The following table sets
forth the high and low bid prices quoted for the Common Stock
since the inception of its quotation on the bulletin board:

                                    HIGH               LOW
1999 First Quarter                 $2.375             $0.00
1999 Second Quarter                $2.5625            $1.0313
1999 Third Quarter                 $3.875             $2.1875

          The above quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual
transactions.

          (b)       Holders.

                    As of November 2, 1999, there were 393 record holders of
Meridian's Common Stock.  Based on information from brokers and
other sources, Meridian estimates that as of October 26, 1999, there
were approximately 600 beneficial holders of Meridian's Common
Stock.

                              (c)       Dividends.

                    Meridian has never declared or paid any cash dividends
on its Common Stock.  Meridian currently anticipates that all future earnings
will be retained to support its growth strategy.  Accordingly, Meridian does
not anticipate paying cash dividends on the Common Stock in the foreseeable
future.  On August 18, 1999, Meridian declared a 10% stock dividend to all
stockholders of record as of September 30, 1999.  Such stock dividend
also applied to the 105,000 shares of Common Stock issuable upon
conversion of the 350 shares of Preferred Stock outstanding as of that date.

Item 2.   Legal Proceedings.

     Meridian  is  not  a  party  to  any  lawsuit,  litigation,  or  regulatory
proceeding of any kind, filed, pending or threatened.

Item 3.   Changes in and Disagreements with Accountants.

                    From January 1, 1999 through August 1999, Holstein,
Peacos & Egort, P.A. was the principal independent auditor for the
Syrup Company.  In August 1999, Holstein, Peacos & Egort, P.A. ceased
operating as an accounting firm.  In August 1999, Meridian engaged
Feldman, Sherb, Horowitz & Co., P.C., New York, New York as its
principal independent auditor for the Company.

                    At no time during its services for the Syrup Company did
Holstein, Peacos & Egort, P.A. have any adverse opinion, disclaimer of
opinion or modification in its reports for the Syrup Company, nor were
there any disagreements between Holstein, Peacos & Egort, P.A. and
the Syrup Company with respect to the financial information of the Syrup
Company.  The change in accountants was due solely to the prior accountants
going out of business.

Item 4.   Recent Sales of Unregistered Securities.

                    Meridian has issued the following securities in
transactions not registered under the Securities Act of 1933 (the "Act").

                 1.      49,150 shares of Common Stock and 850,000 Common
Stock purchase warrants (all of which warrants were exercised on or before
April 6, 1999) issued in a Rule 504 offering dated December 1998.

                 2.      3,026,794 shares of Common Stock issued in exchange for
all of the outstanding shares of common stock of the Syrup Company,
pursuant to an Acquisition Agreement dated January 8, 1999.

        3.     1,289,056 shares of Common Stock issued prior to the
acquisition of the Syrup Company, and at times when Meridian was not
engaged in any active business operations, to insiders and founders of
Meridian in exchange for cash consideration and services provided to
Meridian.

Item 5.   Indemnification of Directors and Officers.

                    Meridian's Articles of Incorporation contain a provision
that permits Meridian to indemnify any officer, director or any former
officer or director, to the full extent permitted by the General Corporation
Act of the State of Florida.

                    Meridian's By-laws authorize Meridian to indemnify its
officers and Directors to the fullest extent allowed under Florida
corporate law for claims brought against such persons in their capacity as
officers or directors.  Under the Florida General Corporations Act 607.0850,
such indemnification is considered proper only when the officer or director
has met the applicable standard of conduct set forth in Sections 607.0850
(1) and (2).  Such indemnification would not shield the directors or officers
from liability for acts taken in bad faith or in a manner
believed by them not to be in the best interests of Meridian or for criminal
acts.

Part III

Item 1.   Index to Exhibits

<PAGE>

 Exhibit Number  Description


 (3)            1.   Articles of Incorporation, As Amended
                 2.   By-laws
          3.   Amendment Changing Meridian's Name

 (10)                Material Contracts

1.   Acquisition Agreement between Meridian
and the Syrup Company, dated January 8, 1999.

2.   First Amendment to Acquisition Agreement.

3.   License Agreement between the Syrup Company and
Cumberland dated January 22, 1999, as
amended September 30, 1999.

4.   Incentive Stock Option Plan

5.   Agreement between the Syrup Company and Nafpro
Canada, Inc. dated September 21, 1999.

6.   Agreement between the Syrup Company and Francis
Anthony dated June 3, 1999.

7.   Agreement between the Syrup Company and
Beverage House dated July 12, 1999.

8.  Agreement between the Syrup Company and Sea Breeze,
Inc. dated September 26, 1997.

          (21)           Subsidiaries

          (27)           Financial Data Schedule

<PAGE>

                    SIGNATURES

                    In accordance with Section 12 of the Securities Exchange
Act of 1934, the registrant caused this Amendment No. 1 to the
Registration Statement on Form 10-SB to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              MERIDIAN HOLDINGS INC.

Date December ____, 1999        By:     /s/ Mark Streisfeld

                                    MARK STREISFELD, President


                              By:     /s/ Alan Posner
                               ALAN POSNER, Chief Financial Officer

<PAGE>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                      THE OLD FASHIONED SYRUP COMPANY, INC.
<TABLE>
<CAPTION>

<S>                                                                                  <C>
Independent Auditor's Report ...................................................   F-1

Consolidated Balance Sheets as of December 31, 1998 and 1997 ...................   F-2

Consolidated Statements of Operations for the years ended

    December 31, 1998 and 1997 .................................................   F-3

Consolidated Statements of Stockholders' Deficit for the years ended

    December 31, 1998 and 1997 .................................................   F-4

Consolidated Statement of Cash Flows for the years ended

    December 31, 1998 and 1997 .................................................   F-5

Notes to Consolidated Financial Statements .....................................   F-6 - F-10

                             MERIDIAN HOLDINGS INC

Independent Auditor's Report ...................................................   F-11

Balance Sheet as of December 31, 1998 ..........................................   F-12

Notes to Balance Sheet .........................................................   F-13 - F-14



               MERIDIAN HOLDINGS INC. AND SUBSIDIARIES (UNAUDITED)

Introduction ...................................................................   F-15

Consolidated Balance Sheet as of September 30, 1999 (unaudited) ................   F-16

Consolidated Statements of Operations for the nine months ended

    September 30, 1999 and 1998 (unaudited) ....................................   F-17

Consolidated Statements of Stockholders' Equity (Deficit) for the nine months ended

    September 30, 1999 and 1998 (unaudited) ....................................   F-18

Consolidated Statement of Cash Flows for the nine months ended

    September 30, 1999 and 1998 (unaudited) ....................................   F-19

Notes to Consolidated Financial Statements (unaudited) .........................   F-20 - F-22

</TABLE>

<PAGE>



                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
The Old Fashioned Syrup Company, Inc.

                  We have  audited  the  accompanying  consolidated  comparative
balance  sheets  of The Old  Fashioned  Syrup  Company,  Inc.  and  the  related
statements of operations and changes in stockholders' deficit and cash flows for
the years ended  December  31,  1998 and  December  31,  1997.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

                  We conducted our audit in accordance  with generally  accepted
auditing  standards.  Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

                  In our opinion,  the  financial  statements  referred to above
present  fairly,  in all material  respects,  the financial  position of The Old
Fashioned  Syrup  Company,  Inc.,  for the years  ended  December  31,  1998 and
December 31, 1997 and the results of its  operations  and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

                                             /S/ Holstein, Peacos & Egort, P.A.

Fort Lauderdale, Florida
February 24, 1999

                                      F - 1
<PAGE>
                      THE OLD FASHIONED SYRUP COMPANY, INC.
                     CONSOLIDATED COMPARATIVE BALANCE SHEET
                  As of December 31, 1998 and December 31, 1997


                                ASSETS

Current assets:
       Cash and cash equivalents .......................   $ 36,258    $  3,632
       Accounts receivable - net .......................     14,239       9,697
       Other current assets ............................      1,479        --
                                                           --------    --------
 Total current assets ..................................     51,976      13,329

Property and equipment - net ...........................     16,773      18,471

Other non-current assets:
       Intangible assets - net .........................      1,522       6,089
                                                           --------    --------
Total other non-current assets .........................      1,522       6,089
                                                           --------    --------
Total Assets ...........................................   $ 70,271    $ 37,889
                                                           ========    ========
                   LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

       Accounts payable ................................   $ 79,159    $ 25,461
       Payroll and other accrued expenses ..............     13,146      10,515
       Accrued interest ................................      2,145        --
                                                           --------    --------
Total current liabilities ..............................     94,450      35,976
                                                           --------    --------
Long - term liabilities:
       Loans payable - shareholders ....................     50,000        --
                                                           --------    --------
 Total long - term liabilities .........................     50,000        --
                                                           --------    --------
Stockholders' deficit ..................................    (74,179)      1,913
                                                           --------    --------
Total liabilities and stockholders' Deficit ............   $ 70,271    $ 37,889
                                                           ========    ========


                    Read indepentent accountants' report and
                  accompanying notes to financial statements.
                                     F - 2

<PAGE>
<TABLE>
<CAPTION>
                      THE OLD FASHIONED SYRUP COMPANY, INC.
                CONSOLIDATED COMPARATIVE STATEMENT OF OPERATIONS
           For The Years Ended December 31, 1998 and December 31, 1997

                                                              1998         1997
                                                            ---------    ---------
<S>                                                      <C>          <C>
    Net revenues ........................................$    144,206 $     57,608

    Less: cost of goods sold ............................     105,916       41,675
                                                            ---------    ---------
    Gross profit ........................................      38,290       15,933

    Selling expenses ....................................       8,509        6,900
    General and administrative expenses:
     Depreciation and amortization ......................       8,079        9,732
     Salaries and wages .................................     220,009      216,969
     Rent ...............................................      11,502       10,835
     Insurance ..........................................       5,787        3,011
     Interest ...........................................       4,492         --
     Telephone ..........................................      14,949       15,358
     Travel .............................................       1,413          494
     Professional fees ..................................      77,780       19,381
     Other ..............................................      52,766       49,922
                                                            ---------    ---------
    Total general and administrative expenses ...........     396,777      325,702
                                                            ---------    ---------
    Total expenses ......................................     405,286      332,602
                                                            ---------    ---------
    Loss from operations ................................    (366,996)    (316,669)

    Other income ........................................        --         15,046
                                                            ---------    ---------
    Loss before provision for (benefit from) income taxes    (366,996)    (301,623)

    Provision for (benefit from) income taxes ...........        --           --
                                                            ---------    ---------
    Net loss ............................................   $(366,996)   $(301,623)
                                                            =========    =========
</TABLE>

                    Read indepentent accountants' report and
                   accompanying notes to financial statements.
                                     F - 3
<PAGE>
<TABLE>
<CAPTION>
                     THE OLD FASHIONED SYRUP COMPANY, INC.
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                                         Common Stock, $1.00 par value;
                                           2,000 shares authorized;
                                                  748 shares          Additional
                                            issued and outstanding     Paid-in   Stockholders'  Treasury      Stock
                                            No. Shares     Amount       Capital     Deficit       Stock    Subscriptions  Total
                                             ---------    ---------    ---------   ----------   -----------  ---------   ----------
<S>                                         <C>          <C>          <C>         <C>           <C>          <C>       <C>
Balances, December 31, 1996 ..............          --           --     430,027     (433,877)           --         --  $    (3,850)
Stock issue ..............................         950          950          --           --            --         --          950
Donated capital ..........................          --           --          --      200,000            --         --      200,000
Capital contribution .....................          --           --     113,273           --            --     (6,837)     106,436
Net loss .................................          --           --          --     (301,623)           --         --     (301,623)
                                             ---------    ---------    ---------   ----------   -----------  ---------   ----------
Balances, December 31, 1997 ..............         950          950     543,300     (535,500)           --     (6,837)       1,913
Stock reissue ............................        (202)        (202)         --           --            --         --         (202)
Donated capital ..........................          --           --          --      200,000            --         --      200,000
Capital contribution .....................          --           --     101,106           --            --         --      101,106
Stock subscription .......................          --           --          --           --       (10,000)        --      (10,000)
Net loss .................................          --           --          --      (366,996)          --         --     (366,996)
                                             ---------    ---------    ---------   ----------   -----------  ---------   ----------
Balances, December 31, 1998 ..............         748   $     748    $ 644,406  $   (702,496)$    (10,000) $  (6,837) $   (74,179)
                                             =========    =========    =========   ==========   ===========  =========    =========
</TABLE>

                    Read indepentent accountants' report and
                   accompanying notes to financial statements.
                                     F - 4

<PAGE>
                      THE OLD FASHIONED SYRUP COMPANY, INC.
                CONSOLIDATED COMPARATIVE STATEMENT OF CASH FLOWS
           For the Years Ended December 31, 1998 and December 31, 1997

                                                             1998       1997
                                                         ----------   ----------
Cash flows from operating activities:
     Net loss .........................................   $(366,996) $ (301,623)
                                                         ----------   ----------
     Adjustments to reconcile net loss to net
     cash used in operating activities:
         Depreciation and amortization ................       8,079       9,732
         Increase in accounts receivable ..............      (4,542)     (9,697)
         (Increase) decrease in other assets ..........      (1,479)        760
         Increase in accounts payable .................      53,698       2,864
         Increase in other liabilities ................     194,775     219,627
                                                         ----------   ----------
 Total adjustments ....................................     250,531     223,286
                                                         ----------   ----------
     Net cash used in operating activities ............    (116,465)    (78,337)
                                                         ----------   ----------
Cash flows from investing activities:
         Cash payments for the purchase of property ...      (2,015)     (5,610)
                                                         ----------   ----------
     Net cash used in investing activities ............      (2,015)     (5,610)
                                                         ----------   ----------
Cash flows from financing activities:
         Cash proceeds (to) from shareholders .........      50,000     (25,897)
         Proceeds from additional capital contributions     101,106     113,273
                                                         ----------   ----------
     Net cash provided by financing activities ........     151,106      87,376
                                                         ----------   ----------
Net increase in cash equivalents ......................      32,626       3,429

Cash and cash equivalents, beginning of year ..........       3,632         203
                                                         ----------   ----------
Cash and cash equivalents, end of year ................   $  36,258  $    3,632
                                                         ==========   ==========
Supplemental Disclosure of Cash Flow Information
     Cash paid during year for:
         Interest expense .............................   $   1,890    $     --
                                                         ==========   ==========

Note:Subsequent  to the  balance  sheet date of  December  31,  1998 there was a
     stock  for stock  exchange  with  Meridian  Holdings,  Inc.  - See notes to
     financial statements. Simultaneously, shares of Meridian were sold for cash
     through a Regulation D offering.


                    Read indepentent accountants' report and
                  accompanying notes to financial statements.
                                     F - 5

<PAGE>

                       THE OLD FASHION SYRUP COMPANY, INC.
                     NOTES CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF CONSOLIDATION

         The  accompanying   consolidated   financial   statements  include  the
individual companies of The Old Fashioned Syrup Company, Inc., The Old Fashioned
Egg Cream Company, Inc. and The Original Egg Cream Company,  Inc.,  collectively
referred to as The Old Fashioned  Syrup  Company,  Inc. On October 30, 1998, The
Old Fashioned Syrup Company,  Inc. acquired The Old Fashioned Egg Cream Company,
Inc., and The Original Egg Cream Company, Inc., as wholly-owned  subsidiaries by
exchanging the Syrup's authorized, but unissued shares for all of the authorized
issued  and  outstanding  shares  of  the  acquired   companies.   All  material
intercompany  accounts and  transactions  have been  properly  eliminated in the
consolidation process.

         Pursuant  to ARB 51, par.  22, the  financial  information  provided at
December 31, 1998 and December 31, 1997 has been restated on a combined basis to
aid comparisons to the current period and represents the combined information of
the separate companies.

BUSINESS ACTIVITY

         The Old  Fashioned Syrup Company,  Inc. was organized  in the  State of
Florida  and  serves  as the  parent/home  office  for the  company's  operating
subsidiaries.  The  Company  is  in  the  business  of  food  manufacturing  and
distribution worldwide.  The Old Fashioned Egg Cream Company, Inc. is engaged in
the business of franchising  movable carts which sell egg cream refreshments and
other food  products.  The Original Egg Cream  Company,  Inc. is the  management
entity for the movable carts as owned by The Old Fashioned Egg Cream Co.

METHOD OF ACCOUNTING

         The Company  utilizes the accrual  method of  accounting  for financial
reporting  purposes.  Under this method,  revenues are recorded  when earned and
costs and expenses  are  recorded  when the related cost or expense is incurred.
For tax purposes, the Company utilizes the cash method of accounting.

CASH AND CASH EQUIVALENTS

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments  purchased with a maturity of three (3) months or
less to be cash equivalents.

                                      F - 6


<PAGE>


                       THE OLD FASHION SYRUP COMPANY, INC.
                     NOTES CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

EQUIPMENT

         Equipment is recorded at cost.  Expenditures for major  betterments and
additions are charged to asset  accounts,  while  replacements,  maintenance and
repairs  which do not extend the lives of the  respective  assets are charged to
expense as incurred.

DEPRECIATION AND AMORTIZATION

         Depreciation  and  amortization  of property and  equipment,  including
property held under capital leases, is computed using the  straight-line  method
over the estimated useful lives of the assets.

The range of useful lives is as follows:

                  Office equipment                            5 years
                  Furniture and fixtures                      5 years
                  Vehicles                                    5 years
                  Carts                                       5 years

INTANGIBLE ASSETS

         Intangible  assets  consist of  organizational  costs  incurred  by the
Company.  These  intangible  assets are being amortized using the  straight-line
method over the estimated useful lives of the assets, which is five years.

USE OF ESTIMATES

         The accounting and reporting  policies of the Company are in conformity
with generally  accepted  accounting  principles.  The presentation of financial
statements in conformity with generally accepted accounting  principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities  and disclosures of contingent  assets and liabilities as
of the balance sheet date and the reported  amounts of revenues and expenses for
the period presented.  Actual results could differ from those estimates.

                                      F - 7


<PAGE>


                       THE OLD FASHION SYRUP COMPANY, INC.
                     NOTES CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2.     PROPERTY AND EQUIPMENT - NET

Property and equipment consisted of the following:

                                     1998        1997
                                 --------    --------
Carts ........................   $ 24,077    $ 24,077
Office Furniture and Equipment     18,096      16,658
Vehicles .....................      2,800       2,800
                                 --------    --------
                                   44,973      43,535
LESS: Accumlated Depreciation     (28,200)    (25,064)
                                 --------    --------
Property and Equipment - Net .   $ 16,773    $ 18,471
                                 ========    ========


         Expenditures  for  maintenance and repairs are charged to operations as
incurred.   Expenditures  over  $500  for  betterment  and  major  renewals  are
capitalized.  The cost of assets  sold or retained  and the  related  amounts of
accumulated  depreciation  are  eliminated  from  the  accounts  in the  year of
disposal and the resulting gains or losses are incurred in operations.

         Depreciation  expense for the periods  ending  December 31,  1998,  and
1997, were $8,079, and $9,732 respectively.

NOTE 3.     INCOME TAXES

         The Old  Fashioned  Syrup  Company,  Inc.,  The Old Fashioned Egg Cream
Company, Inc., and The Original Egg Cream Company, Inc., file as S-Corporations.
These  elections  were effective  November 15, 1996,  March 8, 1994, and June 1,
1994, respectively.  Income taxes on net earning, if any, are payable personally
by the stockholders pursuant to the rules of the Code Section.  Accordingly,  no
provision  has been  made for  federal  or state  income  taxes in the  attached
Consolidated  Comparative Statements of Operations and Consolidated Statement of
Stockholders' Deficit.

                                      F - 8


<PAGE>


                       THE OLD FASHION SYRUP COMPANY, INC.
                     NOTES CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4.     OPERATING LEASES

         The approximate future minimum annual rental commitments  subsequent to
December 31, 1998 are as follows:

                  Year Ended
                  DECEMBER 31
                  -----------
                      1999                   $ 16,070
                      2000                     19,284
                      2001                     19,284
                      2002                     19,284
                      2003                     19,284
                  THEREAFTER                    3,214
                                             --------
                                             $ 96,420
                                             ========
         Rental  expense for the office was $11,502,  and $10,385,  for December
31, 1998 and December 31, 1997, respectively.

NOTE 5.     RELATED PARTY TRANSACTIONS

         The Old  Fashioned  Syrup  Company and The Original Egg Cream  Company,
Inc., share office space and administrative expense.

         Loan Payable-Shareholders consisted of the following:

                                                        1998

                  Mark Streisfeld                    $ 10,000
                  Elaine Streisfeld                    40,000
                                                      -------
                  Total Loan Payable-Sharholders'    $ 50,000
                                                      =======

         Interest  on the above  loans  are  calculated  using the then  current
federal tax rate.  The specific rate for 1998 was 5.43%.  There is no collateral
on these loans.

                                      F - 9


<PAGE>


                       THE OLD FASHION SYRUP COMPANY, INC.
                     NOTES CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6.     GOING CONCERN

         As shown in the accompanying financial statements, the Company incurred
a net loss of $366,966  during the year ended  December 31, 1998, and as of that
date, the Company's current liabilities  exceeded its current assets by $42,472.
The  ability of the  Company to  continue  as a going  concern is  dependent  on
increasing sales by way of future global  distributions and obtaining additional
capital financing.  The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going concern.

NOTE 7.     SUBSEQUENT EVENT

         The company entered into a license agreement, effective  January  20th,
1999, with Cumberland  Packing Corp., a New York corporation.  Cumberland is the
owner of the  Licensed  Trademark  of  "Sweet  'N Low",  which is known  for its
connection with sugar-free  reduced calorie sugar  substitutes.  The Company now
intends  to market its  sugar-free  reduced  calorie  chocolate  flavored  syrup
product  by  utilizing  "Sweet  'N  Low"  and  their  already  established  name
recognition and distribution points throughout forty three countries worldwide.

                                     F - 10


<PAGE>
                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
Meridian Holdings Inc.
Boca Raton, Florida

We have audited the  accompanying  balance  sheet of Meridian  Holdings  Inc. (A
Development  Stage Company) as of December 31, 1998. The financial  statement is
the responsibility of the Company's management. Our responsibility is to express
an opinion on this financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the   financial   statement  is   free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial  statement.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above present fairly, in all
material  respects,   the  financial  position  of  Meridian  Holdings  Inc.  (A
Development  Stage Company) as of December 31, 1998 in conformity with generally
accepted accounting principles.



                                     \S\  Feldman Sherb Horowitz & Co., P.C.
                                          Feldman Sherb Horowitz & Co., P.C.
                                          Certified Public Accountants

New York, New York
November 19, 1999

                                      F-11
<PAGE>
                             MERIDIAN HOLDINGS INC.
                                  BALANCE SHEET
                                December 31, 1998



                                      ASSET


       Cash ........................................$    3,422
                                                    -----------
                                                    $    3,422
                                                    ===========

                              STOCKHOLDERS' EQUITY

Commitment and contingencies........................        --

Stockholders' Equity
     Convertible preferred stock,  par value $1.00
          -- authorized 1,000,000 shares, none
          issued and outstanding                    $       --
     Common stock,  par value $.001 -- authorized
          20,000,000 shares, issued and outstanding
          771,056 shares                                   771
     Additional paid-in capital ....................     3,703
     Accumulated deficit ...........................    (1,052)
                                                    ------------
                                                    $    3,422
                                                    ============









                           See notes to balance sheet.
                                     F - 12

<PAGE>


                             MERIDIAN HOLDINGS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO BALANCE SHEET

1.       THE COMPANY

         Meridian Holdings Inc. (the "Company"), located in Boca Raton, Florida,
         was  incorporated  on August 4, 1994  primarily  to  effect,  through a
         merger with MHI  Telecommunication  Inc. ("MHI") , an inactive Delaware
         corporation,  a change in  domicile  from the State of  Delaware to the
         State of Florida.  The Company was the  surviving  entity in the merger
         with MHI and neither the Company nor MHI have engaged in any  operation
         since their inception.  Therefore, the Company and its predecessor have
         been in the development stage in accordance with Statement on Financial
         Accounting Standards No. 7.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A.       USE OF ESTIMATES

                  The  preparation  of financial  statements in conformity  with
                  generally accepted  accounting  principles requires management
                  to make  estimates  and  assumptions  that affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities at the date of the financial statements
                  and the reported  amounts of revenue and  expenses  during the
                  reporting  period.  Actual  results  could  differ  from those
                  estimates.

3.       CONCENTRATION OF CREDIT RISK

         A.       CASH

                  The Company  maintains a cash  balance at a  commercial  bank.
                  This account  at the financial  institution  is insured by the
                  Federal Deposit Insurance Corporation up to $100,000.

4.       SUBSEQUENT EVENT

         During January 1999,  Meridian  issued  3,026,794  shares of its Common
         Stock  and 350  shares  of its  Series I  Convertible  Preferred  Stock
         ("Preferred  Stock") for all of the shares of The Old  Fashioned  Syrup
         Company,  Inc.  and  Subsidiaries  ("Old  Fashioned").  Each  share  of
         Preferred  Stock  is  convertible  into  330  shares  of  Common  Stock
         (increased  from 300 shares as result of the 10% stock dividend  during
         September  1999) after two years from the date of issuance,  January 8,
         1999, subject to the Company attaining (a) annualized gross sales of at
         least  $10  million  or  (b)  the  Company  successfully   completes  a
         Securities and Exchange Commission  registration offering and attains a
         NASDAQ or exchange  listing for its  securities.  This exchange will be
         accounted for as a reverse acquisition, under the purchase method of

                                      F-13


<PAGE>


                             MERIDIAN HOLDINGS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             NOTES TO BALANCE SHEET

4.       SUBSEQUENT EVENT (CONTINUED)

         accounting,  since the former  shareholders of Old Fashioned will own a
         majority  of  the   outstanding   stock  of  the  Meridian   after  the
         acquisition.  Accordingly, the combination of the two companies will be
         recorded as recapitalization of shareholders'  equity of Old Fashioned,
         pursuant to which Old Fashioned is treated as the continuing entity for
         accounting purposes and the historical  financial  statements presented
         will be those of Old Fashioned.

                                      F-14


<PAGE>

                     MERIDIAN HOLDINGS INC. AND SUBSIDIARIES
                  CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

In accordance with the Securities and Exchange Commission requirements that when
financial  statements  included in a filing under Regulation S-B are of date 135
days or more prior to the effective date of the registration statement, they are
required  to be updated  to  include  financial  statements  (unaudited)  for an
interim period ending within 135 days of effective date. Therefore,  included on
pages F-16 to F-22 is consolidated financial statements (unaudited) for the nine
months ended  September 31, 1999 and 1998, that update the December 31, 1998 and
1997,  audited  financial  statements,  presented on pages F-1 to F-14,

                                     F - 15
<PAGE>
                     MERIDIAN HOLDINGS INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)


                                                                   September 30,
                                                                   -------------
                                                                        1999
                                                                   -------------
                                     ASSETS
Current assets:
       Cash .....................................................   $    78,744
       Stock subscriptions receivable ...........................       107,500
       Accounts receivable, net .................................        28,711
       Inventory ................................................        78,788
       Other current assets .....................................         2,979
                                                                   -------------
 Total current assets ...........................................       296,722
                                                                   -------------
Property and equipment, net .....................................        10,544

Other assets ....................................................       176,055
                                                                   -------------
                                                                   $    483,321
                                                                   =============

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
       Accounts payable .........................................  $     48,175
       Accrued expenses and other current liabilities ...........        27,577
                                                                   -------------
Total current liabilities .......................................        75,752
                                                                   -------------

Commitment and contingencies ....................................            --

Stockholders' equity:
       Convertible preferred stock,  par value $1.00 -- authorized
          1,000,000 shares, issued and outstanding 350 shares ...           350
       Common stock,  par value $.001 -- authorized 20,000,000
          shares, issued and outstanding 5,215,000 shares .......         5,215
       Common stock distributable,  521,500 shares,
          par value $.001 .......................................           522
       Additional paid-in capital ...............................     2,573,679
       Less: Common stock subscriptions receivable ..............       (94,294)
       Accumulated deficit ......................................    (2,077,903)
                                                                   -------------
                                                                        407,569
                                                                   -------------
                                                                   $    483,321
                                                                   =============


            See notes to unaudited consolidated financial statements.
                                     F - 16
<PAGE>
                     MERIDIAN HOLDINGS INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                 Nine Months Ended September 30,
                                                 -------------------------------
                                                          1999           1998
                                                      -----------    -----------

Net sales ........................................$      208,117   $     99,607

Cost of goods sold ...............................       164,093         85,762
                                                      -----------    -----------
Gross profit .....................................        44,024         13,845

Selling, general and administrative ..............       497,931        279,942
                                                      -----------    -----------
Net loss .........................................$     (453,907)  $   (266,097)
                                                      ===========    ===========
Basic net loss per common share ..................$        (0.09)  $      (0.08)
                                                      ===========    ===========
Weighted average number of common shares outstanding   4,804,046      3,480,850
                                                      ===========    ===========


            See notes to unaudited consolidated financial statements.
                                     F - 17
<PAGE>
<TABLE>
<CAPTION>
                    MERIDIAN HOLDINGS INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                  (UNAUDITED)


                                             Common           Convertible
                          Common Stock  Stock Distributable Preferred Stock Additional   Stock                     Total
                       ----------------- ----------------- -----------------Paid-in Subscriptions Accumulated   Stockholders'
                       No.Shares  Amount No.Shares Amount No.Shares Amount   Capital  Receivable    Deficit    Equity (Deficit)
<S>                   <C>         <C>    <C>       <C>     <C>      <C>      <C>        <C>       <C>            <C>
                       ---------- ------ --------- ------- -------- -------- ---------- --------  ------------   --------
Balances, December
     31, 1998  ........   771,056 $   771      --  $    --      -- $     --  $1,030,968 $    --    $(1,102,496) $(70,757)
Issuance of
     convertible preferred
     stock from reverse
     acquisition ......        --      --      --       --     350      350          --      --             --       350
Issuance of common stock
     from reverse
     acquisition ...... 3,026,794   3,027      --       --      --       --          --      --             --     3,027
Issuance of common stock
     from private
     placement ........    47,150      47      --       --      --       --      47,103      --             --    47,150
Exercise of common stock
     purchase warrants
     from private
     placement ........   850,000     850      --       --      --       --     849,150 (94,294)            --   755,706
Issuance of common stock
     related
     to the reverse
     acquisition ......   620,000     620      --       --      --       --        (620)     --             --        --
Repurchase of common
     stock ............  (100,000)   (100)     --       --      --       --     (49,900)     --             --   (50,000)
10 % Stock dividend
     declared .........        --      -- 521,500      522      --       --     520,978      --       (521,500)       --
Issuance of warrants from
     Cumberland agreement      --      --      --       --      --       --     176,000      --             --   176,000
Net loss ..............        --      --      --       --      --       --          --      --       (453,907) (453,907)
                       ---------- ------- -------  -------- ------ --------  ---------- --------   -----------  ---------
Balances, September
     31, 1999 ......... 5,215,000 $ 5,215 521,500  $   522     350 $    350  $2,573,679 $(94,294) $ (2,077,903) $407,569
                       ========== ======= =======  ======== ====== ========  ========== ========   ===========  =========

</TABLE>






           See notes to unaudited consolidated financial statements.


                                     F - 18
<PAGE>
<TABLE>
<CAPTION>
                     MERIDIAN HOLDINGS INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                                             Nine Months Ended September 30,
                                                                                ------------------------
                                                                                     1999       1998
                                                                                ------------   ---------
Cash flows from operating activities:
<S>                                                                            <C>           <C>
     Net loss .................................................................$   (453,907) $  (266,096)
     Adjustments to reconcile net loss to net
        cash used in operating activities:
         Depreciation and Amortization ........................................       7,696        3,673
     Changes in operating assets and liabilities:
         Accounts receivable ..................................................     (14,472)      (1,573)
         Inventory ............................................................     (78,788)        --
         Other current assets .................................................      (1,500)      (1,716)
         Other assets .........................................................        --          1,441
         Accounts payable .....................................................     (30,984)      29,703
         Accrued expenses and other current liabilities .......................      15,663      167,071
                                                                                ------------   ---------
Net cash used in operating activities .........................................    (556,292)     (67,497)
                                                                                ------------   ---------
Cash flows from investing activities:
     Loans receivable -  stockholders .........................................        --       (136,534)
                                                                                ------------   ---------
Cash used in investing activities .............................................        --       (136,534)
                                                                                ------------   ---------
Cash flows from financing activities:
     Loans payable -  stockholders ............................................     (50,000)        --
     Proceeds from issuance of common stock and warrants ......................     695,356         --
     Stock repurchase .........................................................     (50,000)        --
     Proceeds from contribution of capital ....................................        --        222,347
                                                                                ------------   ---------
Net cash provided by financing activities .....................................     595,356      222,347
                                                                                ------------   ---------
Net increase in cash  .........................................................      39,064       18,316

Cash, beginning of year .......................................................      39,680        3,632
                                                                                ------------   ---------
Cash, end of year .............................................................   $  78,744  $    21,948
                                                                                ============   =========

                Supplemental Disclosure of Cash Flow Information

Cash paid during the year:
         Interest expense .....................................................$         --  $        --
                                                                                ============   =========
         Income taxes .........................................................$         --  $        --
                                                                                ============   =========

  Supplemental Disclosure of Non-Cash Flow Investing and Financing Activities

Issuance of common stock and convertible preferred stock for all the issued and
     outstanding common stock of Old Fashioned (see Note A to the consolidated
         financial statements (unaudited))  ...................................$      3,377  $        --
                                                                                ============   =========
Issuance of common stock related to the reverse acquisition (See
     Note E, third paragraph, to the consolidated financial statements
         (unaudited))..........................................................$    620,000  $        --
                                                                                ============   =========
Issuance of common stock subscriptions receivable (See Note E,
     second paragraph, to the consolidated financial statements
         (unaudited))..........................................................$    201,794  $        --
                                                                                ============   =========
Issuance of warrants from Cumberland agreement (See Note F,
     third Paragraph, to the consolidated financial statements
          (unaudited)).........................................................$    176,000           --
                                                                                ============   =========
</TABLE>

            See notes to unaudited consolidated financial statements.
                                     F - 19

<PAGE>

                     MERIDIAN HOLDING INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

A.       REVERSE ACQUISITION

         During January 1999,  Meridian issued  3,026,794  shares of its Common
         Stock  and 350  shares of its  Series I  Convertible  Preferred  Stock
         ("Preferred  Stock") for all of the shares of The Old Fashioned  Syrup
         Company,  Inc. and Subsidiaries (the "Old  Fashioned").  Each share of
         Preferred  Stock  is  convertible  into 330  shares  of  Common  Stock
         (increased  from 300 shares as result of the 10% stock dividend during
         September 1999 (see Note E, fourth paragraph) after two years from the
         date of issuance,  January 8, 1999,  subject to the Company  attaining
         (a) annualized  gross sales of at least $10 million or (b) the Company
         successfully   completes  a   Securities   and   Exchange   Commission
         registration offering and attains a NASDAQ or exchange listing for its
         securities.  This  exchange  has  been  accounted  for  as  a  reverse
         acquisition, under the purchase method of accounting, since the former
         shareholders  of Old  Fashioned  owned a majority  of the  outstanding
         stock  of  the  Meridian  after  the  acquisition.   Accordingly,  the
         combination  of the two companies is recorded as  recapitalization  of
         shareholders' equity of Old Fashioned, pursuant to which Old Fashioned
         is treated as the continuing  entity for  accounting  purposes and the
         historical  financial statements presented are those of Old Fashioned.
         Pro-forma information has not been presented since the transaction was
         deemed a capital stock transaction rather than a business combination.
         In  addition,  direct  costs  of the  reverse  acquisition  have  been
         recorded as additional paid in capital (see Note E, third paragraph).

B.       INTERIM FINANCIAL STATEMENTS

         The accompanying  consolidated financial statements (unaudited) for the
         nine months ended  September  31, 1999 and 1998,  have been prepared in
         accordance  with  generally  accepted  accounting  principles  for  the
         interim  financial  information  and,  in the  opinion of the  Company,
         include all adjustments,  consisting of normal  recurring  adjustments,
         necessary for a fair presentation thereof.

C.       INCOME TAXES

         The Company  utilizes the asset and liability  method of accounting for
         income taxes as set forth in FASB  Statement  No.109,  "Accounting  for
         Income Taxes". Under the asset and liability method, deferred taxes are
         determined based on the difference between the financial  statement and
         tax bases of assets and  liabilities  using enacted tax rates in effect
         in the years in which the differences are expected to reverse.

         As of September 30, 1999, the Company has available  unused federal and
         state net operating  loss carryforwards of approximately  $454,000 that
         may be applied  against  future taxable income and that expire in 2019.
         Further,  since Old Fashioned was a Subchapter "S" corporation prior to
         the reverse acquisition, the net operating losses are passed through to
         the  former  stockholders  of Old  Fashioned  and  therefore  cannot be
         utilized by the  Company.  As a result of the reverse  acquisition  Old
         Fashioned is now a "C"  corporation.  The available  unused federal and
         state net operating  loss  carryforwards  are from January 8, 1999, the
         date of the reverse acquisition, to September 30, 1999. The Company has
         established a valuation allowance with respect to the

                                     F - 20


<PAGE>


                     MERIDIAN HOLDING INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

C.       INCOME TAXES (CONTINUED)

         available  unused  federal and state net operating  loss  carryforwards
         because  the  likelihood  of  realization  of this  benefit  cannot  be
         presently determined.

         Deferred tax assets:

         Net operating loss carryforward   $ 160,000
         Valuation allowance ...........    (160,000)
                                           ---------
         Net defered tax asset ........   $    --
                                           =========

D.       LOSS PER SHARE

         The Company has adopted the provisions of Financial Accounting Standard
         No. 128,  "Earnings  per share",  which became  effective for financial
         statements  for fiscal  years ending  after  December  15,  1997.  This
         statement  requires that the Company report basic and diluted  earnings
         (loss) per share for all periods reported.  Basic net income (loss) per
         share is computed by dividing net income (loss) by the weighted average
         number of common shares outstanding for the period.  Diluted net income
         (loss) per share is  computed  by  dividing  net  income  (loss) by the
         weighted  average number of common shares  outstanding  for the period,
         adjusted  for  the  dilutive   effect  of  common  stock   equivalents,
         consisting of warrants and convertible preferred at September 30, 1999.

         For the nine months  ended  September  30,  1999,  diluted net loss per
         share was the same as basic net loss per share since the  inclusion  of
         the warrants and convertible preferred would have been anti-dilutive.

E.       STOCKHOLDERS' DEFICIT

         On July 31,  1998,  the  Company  entered  into a one  year  consulting
         agreement  with a brokerage  firm and, as  compensation  for  services,
         granted a three year option to purchase  25,944 shares of the Company's
         Common Stock at an exercise price of $.25.  The Company  granted to the
         brokerage firm one time registration  rights and unlimited  "piggyback"
         registration  rights to the  underlying  Common  Stock  shares of these
         three year options.

         In April 1999, the Company completed a self underwritten Regulation "D"
         Private  Placement  Offering of 49,150 shares of Common  Stock,  at the
         price of $1.00 per share,  and 850,000 Common Stock  Purchase  Warrants
         ("Warrants"),  at a  price  of  $.001  per  Warrant,  before  expenses,
         totaling $50,000.  Each Warrant is convertible into one share of Common
         Stock at an exercise price of $1.00 per share. As of April 5, 1999, all
         the  holders' of the  Warrants  had  converted to Common Stock and paid
         $648,206, before expenses, with the balance of

                                     F - 21


<PAGE>


                     MERIDIAN HOLDING INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

E.       STOCKHOLDERS' DEFICIT (CONTINUED)

         $201,794  recorded as stock  subscriptions  receivable at September 30,
         1999. As of October 31, 1999,  the Company had collected  approximately
         $108,000 of the $201,794 in stock subscriptions receivable.

         During January 1999, in connection with the reverse  acquisition,  the
         Company  issued 620,000 shares of Common Stock of which 300,000 shares
         was issued to a stockholder who acted as advisor,  300,000 shares were
         issued to a member of the Board of Directors and the remaining balance
         of 20,000 shares was to former officers of Meridian.  The Common Stock
         was  valued at $1.00 per share on the dates of  issuance  and has been
         recorded as additional paid-in capital.

         On  August  18,  1999,  the  Board of  Directors  declared  a 10% stock
         dividend to be payable to all  stockholders  of record as of  September
         31,  1999 and the  521,500  shares of Common  Stock  Distributable  was
         valued  at  $1.00  per  share  on the date of  declaration.  The  stock
         dividend was distributed on October 15, 1999.

F.       SUBSEQUENT EVENTS

         In August 1999, the Company's  stockholders approved the adoption of an
         Incentive Stock Option Plan ("1999 Option Plan") which allows the Board
         of Directors to grant  options to employees and members of the Board of
         Directors.  The 1999 Option Plan  provides the Board of  Directors  the
         right to grant  options to purchase up to a total of 100,000  shares of
         the Company's Common Stock.

         The company  entered  into a  ten  year  license  agreement,  effective
         January 20th,  1999 and amended  during October 1999,  with  Cumberland
         Packing Corp. ("Cumberland"), a New York corporation, for the rights to
         use their  "Sweet 'N Low"  Trademark  in order to market the  Company's
         sugar-free,   fat-free,   cholesterol-free   chocolate  flavored  syrup
         product.  The agreement  contains  annual minimum royalty and marketing
         expenditure  requirements and expires December 31, 2008.  Further,  the
         agreement  can be renewed  for two  additional  7 year  renewal  terms,
         provided  the  Company  is not in default  and in such case  Cumberland
         would have the right to terminate the license.

         During  September 1999, in connection  with the Cumberland  agreement,
         the Company has granted  warrants to purchase  385,000  (increase from
         350,000 shares as a result of the 10% stock dividend during  September
         1999) shares of the Company's  Common Stock at an exercise price equal
         to the greater of $2.50 per share or 50% of the average  trading price
         for the Company's  shares during the twenty days prior to the exercise
         of  the  warrants.   The  warrants  expire  on  December  31,2008  and
         management  has  estimated  the  value of the  warrants,  based on the
         Black-Scholes  option pricing model, in order to record  approximately
         $176,000 of deferred licensing cost,  included in other assets, in the
         accompanying  balance  sheet.  The  deferred  licensing  cost is being
         amortized  on a  straight  line basis over ten years from the date the
         warrants were granted.  Amortization expense charged to operations for
         the nine months ended September 31,1999 was approximately $1,500.


                                     F - 22








                  ARTICLES OF INCORPORATION
                        OF

              MERIDIAN HOLDINGS, INC.

               Article   I.   The name of this Corporation is:
               MERIDIAN HOLDINGS, INC.

Article   II.  This Corporation shall have perpetual
existence commencing upon the filing of these Articles of
Incorporation by the Florida Secretary of State.

Article   III. This Corporation may engage in any lawful
business activity permitted under the General Corporation Act of
the State of Florida.

Article   IV.  This Corporation is authorized to issue
Twenty-One Million (21,000,000) shares of Capital Stock of which:
1,000,000 shall be designated as "Preferred Stock," each share of
which shall have the par value of $1.00; and 20,000,000 shall be
designated as "Common Stock," each share of which shall have the
par value of $0.001.  The Preferred Stock may be issued, from time
to time, in Series with varying face amounts and may or may not be
convertible into shares of Common Stock.

Article   V.   The name of and the address for the initial
Registered Agent is: Paul M. Galant, 6193 Balboa Circle, Suite 206,
Boca Raton, Florida 33433.

Article   VI.  The address of the Corporation is: 7300 West
Camino Real, Suite 231, Boca Raton, Florida 33344.

Article   VII. This Corporation shall initially have at least
One Director and no more than Seven Directors.  The number of
Directors may be increased or diminished, from time to time, by the
action of the board of directors or by the majority vote of the
stockholders.

Article   VIII.     The By-Laws of this Corporation may be
adopted, altered, amended or repealed by the affirmative vote of a
majority of the board of directors or the Stockholders.

Article   IX.  This Corporation may indemnify any Officer
or Director, or any former Officer or Director, the full extent
permitted by law.

Article   X.   The name and address of the person signing
these Articles as the Incorporator is: Paul M. Galant, 6193 Balboa
Circle, Boca Raton, Florida  33433.

Article   XI.  This Corporation reserves the right to amend
or repeal any provisions contained in these Articles of
Incorporation, in full accord with the provisions of the General
Corporation Act of the State of Florida.



     IN WITNESS WHEREOF, the undersigned has executed
these Articles of Incorporation this 3rd day of August, 1994.

     /s/Paul M. Galant
     Paul M. Galant, Incorporator


<PAGE>

             ARTICLES OF AMENDMENT

                    TO THE

           ARTICLES OF INCORPORATION

                      OF

            MERIDIAN HOLDINGS, INC.

     2.   The name of this Corporation is: MERIDIAN
     HOLDINGS, INC.

     3.   The Articles of Incorporation were filed on August 4, 1994
     with the Secretary of State of the State of Florida.

     4.   Article IV of the Articles of Incorporation of the
     Corporation is hereby amended to read as follows:

     Article IV.    This Corporation is authorized to issue
Twenty-One Million (21,000,000) shares of Capital Stock, of
which: 1,000,000 shall be designated as "Preferred Stock," each
share of which shall have the par value of $.00; and 20,000,000
shall be designated as "Common Stock," each share of which shall
have the par value of $0.001.  The Preferred Stock may be issued,
from time to time, in Series with varying face amounts and may or
may not be convertible into shares of Common Stock.

     5.   The foregoing amendment to the Articles of Incorporation
     was adopted by the Incorporation was adopted by the
     Incorporator on the 5th day of August, 1994 prior to the
     issuance of any of the authorized shares of capital stock, and
     pursuant to Florida Statutes, Section 607.187(2).

     IN WITNESS WHEREOF, the undersigned Incorporator has
executed these Articles of Amendment this 5th day of August, 1994.


               Paul M. Galant, Incorporator

<PAGE>

(3)(ii)  By-laws

              CORPORATE BY-LAWS
                      OF
            Meridian Holdings Inc.

             ARTICLE ONE - OFFICES

The principal office of the corporation shall be established and
maintained in Boca Raton, Palm Beach County, State of Florida; or
such other place within or without the State of Florida, as the Board
by resolution may, from time to time, establish.


          ARTICLE TWO - STOCKHOLDERS

(Unless otherwise implied by specific text, all references are to
holders of Common Stock)

2.1  PLACE OF MEETINGS.  Stockholder's meetings shall be
held at the principal office of the corporation, or at such other place,
within or without the State of Florida, as the Board shall authorize.

2.2  ANNUAL MEETINGS.  The annual meeting of
Stockholders shall be held on the 10th day of April at 2:00 P.M. each
year; however, if such date falls on a Sunday or a legal holiday, then
such meeting shall be held on the next business day following, at
the same time, whereby the stockholders shall transact any and all
business properly brought before said meeting.

2.3  SPECIAL MEETINGS.  Special meetings of the
Stockholders may be called by the Board or by the president, or at
the written request of the stockholders owning a amajority of the
stock entitled to vote at such meeting.  A meeting requested by the
Stockholders shall be called for a date not less than ten nor more
than sixty days after such request is made.  The secretary shall issue
the call for the meeting unless the president, the Board or the
Stockholders shall designate another to make said call.

2.4  NOTICE OF MEETINGS. All Notices for Stockholder
meetings and any adjournment therefor, shall be in writing and state
the purposes, time and place for the meeting.  Notice shall be
mailed to each Stockholder having the right and being entitled to
vote at such meetings, at the last address appearing for said
Stockholder upon the records of the corporation, not less than ten
nor more than sixty days prior to the date set for such meeting.  In
the case of stock transfers occurring after such notice, no notice to
the transferees shall be required.  A Waiver of Notice may be made
by any Stockholder, in writing, either before, during or after the
meeting.

2.5  RECORD DATE.  The Board may fix a record date not
more than forty days prior to the date set for a meeting of
Stockholders as the date as of which the Stockholders of record who
have the right to and are entitled to notice of and to vote at such
meeting and any adjournment thereof shall be determined.  Notice
that such date has been fixed may be published in the city, town or
county where the principal office of the corporation is located and
in each city or town where a transfer agent of the corporation is
located.

2.6  VOTING.  Every Stockholder shall be entitled at each
meeting, and upon each proposal presented thereat, to one vote for
each share of voting stock recorded in said Stockholder's name on
the books of the corporation on the record date as fixed by the
Board.  If no record date was fixed, on the date of the meeting the
Stockholder Record books shall be produced at the meeting upon
the request of any Stockholder.  Upon demand of any Stockholder,
the vote for Directors and the vote upon any question before the
meeting, shall be by written ballot.  All elections for Directors shall
be decided by plurality vote of the holders of the Common Stock;
all other questions shall be decided by majority vote.  Unless
otherwise designated by the Board of Directors on their issuance,
Preferred Stockholders shall not have voting rights.

2.7  QUORUM.  The presence, in person or by proxy, of
Stockholders holding a majority of the stock of the corporation
entitled to vote shall constitute a quorum at all meetings of the
Stockholders.  In case a quorum shall not be present at any meeting,
a majority in interest of the Stockholders entitled to vote thereat
present in person or by proxy, shall have power to adjourn the
meeting from time to time, without notice other than by
announcement at the meeting, until the requisite number of shares
entitled to vote shall be represented in person or by proxy.  At any
such adjourned meeting at which the requisite number of shares
entitled to vote is represented, any business may be transacted
which might have been transacted at the meeting as originally
noticed; but only those Stockholders entitled to vote at the meeting
as originally noticed shall be entitled to vote at any adjournment or
adjournments hereof.

2.8  PROXIES.  At any Stockholders' meeting, or any
adjournment thereof, any Stockholder of record having the right to
and entitled to vote thereat may be represented and vote by proxy
appointed in a written instrument.  No such proxy shall be voted
after three years from the date of the instrument unless the
instrument provides for a longer period.  In the event that any such
instrument provides for two or more persons to act as proxies, a
majority of such persons present at the meeting, or if only one be
present, that one shall have all the powers conferred by the proxy
instrument upon all persons so designated unless the instrument
shall provide otherwise.

2.9  STOCKHOLDER LIST.  After fixing a record date for a
meeting, the corporation shall prepare an alphabetical list of names
of all of its Stockholders who are entitled to notice of a
Stockholders meeting.  Such list shall be arranged by voting group
with the names and addresses, number and class, and series if any,
of shares held by each.  This list shall be available for inspection by
any Stockholder for a period of ten days prior to the meeting.




           ARTICLE THREE - DIRECTORS

3.1  BOARD OF DIRECTORS.  The business of the
corporation shall be managed and its corporate powers exercised by
a Board of at least One and no more than Seven Directors, each of
whom shall be of full age.  It shall not be necessary for Directors to
be Stockholders.

3.2. ELECTION AND TERM OF DIRECTORS.  Directors
shall be elected at the annual meeting of Stockholders and each
Director shall hold office until his successor has been elected and
qualified, or until the Director's prior resignation or removal.

3.3. VACANCIES.  If the office of any Director, member of a
committee or other office becomes vacant the remaining Directors
may, by a majority vote, appoint any qualified person to fill such
vacancy for the unexpired term and until a successor shall be duly
chosen or elected and qualified.

3.4  REMOVAL OF DIRECTORS.  Any and all of the
Directors may be removed with or without cause by vote of the
holders of a majority of the stock entitled to vote at a special
meeting of the Stockholders called for that purpose, or the majority
vote of the remaining Directors.

3.5  NEWLY CREATED DIRECTORSHIPS.  The number of
Directors may be increased from time to time by amendment of
these By-Laws adopted pursuant to Article Eight hereof.

3.6  RESIGNATION.  A Director may resign at any time by
giving written notice to the Board, the president or the secretary of
the corporation.  Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the Board or
such corporation officer, and the acceptance of the resignation shall
not be necessary to make it effective.

3.7  QUORUM.  A majority of the Directors shall constitute a
quorum for the transaction of business.  If at any meeting of the
Board there shall be less than a quorum present, a majority of those
present may adjourn the meeting until a quorum is obtained and no
further notice thereof need be given other than by announcement at
the meeting which shall be so adjourned.

3.8  PLACE AND TIME OF BOARD MEETINGS.  The
Board may hold its meetings at the office of the corporation or at
such other places, within or without the State of Florida, as it may
from time to time determine.

3.9  REGULAR ANNUAL MEETING.  The regular annual
meeting of the Board shall be held immediately following the
annual meeting of the Stockholders at the place of such annual
Stockholders meeting.

3.10 NOTICE OF MEETINGS OF THE BOARD.  Regular
meetings of the Board may be held without notice at such time and
place as the Board shall from time to time determine.  Special
meetings of the Board shall be held upon notice to the Directors and
may be called by the president upon three days notice delivered to
each Director either personally or by mail, telephone or telegram.
Upon the written request of at least two directors, special meetings
shall be called by the president or by the secretary in like manner.
Notice of a meeting need not be given to any Director who submits
a written Waiver of Notice, whether before, during or after the
meeting; nor to a Director who attends and participates in the
meeting without protesting the lack of notice prior to or upon the
commencement of such meeting.

3.11 EXECUTIVE AND OTHER COMMITTEES.  The board
may, by appropriate resolution, designate two or more of their
number to one or more committees, which to the extent provided in
said resolution or these By-Laws, may exercise the powers of the
Board in the management of the business of the corporation.

3.12 COMPENSATION.  The Board may provide for
compensation to be paid to outside (i.e., not otherwise employed by
the Corporation) Directors for their services as such.  Alternatively
the Board may provide each director with a fixed sum plus
reimbursement of necessary expenses actually incurred for their
actual attendance at the annual, regular and special meetings of the
Board.

3.13 DUAL CAPACITY.  Directors shall not be precluded from
simultaneously serving the corporation in any other capacity nor
from receiving compensation from the corporation for such
services.


            ARTICLE FOUR - OFFICERS

4.1  OFFICERS, ELECTION AND TERM.
               a.   The Board may elect or appoint a chairman, a chief
          executive officer, a president, a chief financial
          officer, one or more vice presidents, a secretary, an
          assistant secretary, a treasurer and an assistant
          treasurer and such other officers as it may determine
          who shall have duties and powers as hereinafter
          provided.
               b.   All officers shall be elected or appointed to hold
          office until the next Regular Annual Meeting of the
          Board and until their successors have been elected or
          appointed and qualified.

     4.2  REMOVAL, RESIGNATION, COMPENSATION,
     ETC.
          a.   Any officer may be removed by the Board with or
     without cause.
               b.   In the event of the death, resignation or removal of
          an officer, the Board may, in its discretion, elect or
          appoint a successor to fill the unexpired term.
               c.   Any two or more offices may be held by the same
          person.
               d.   The Board shall determine the compensation for all
          officers.
               e.   The Directors may require that any officer give
          security for the faithful performance of the duties of
          such office.

4.3  CHAIRMAN.  The Chairman of the Board, if one be
elected, shall preside at all meetings of the Board and shall have and
perform such other duties from time to time as may be assigned by
the Board or the Executive Committee.

4.4  PRESIDENT.  Unless as otherwise determined by the
Board, the president shall be the chief executive officer of the
corporation and shall have the general powers and duties of
supervision, management and control of the business of the
corporation as is usually vested in the office of the president of a
corporation, including presiding at all meetings of the Stockholders,
and presiding at board meetings in the absence of the Chairman.
Unless the board provides otherwise, the president shall execute
bonds, mortgages and other contracts in behalf of the corporation,
and shall cause the seal to be affixed to any instrument when so
required.

4.5  CHIEF EXECUTIVE OFFICER.  From time to time the
Board may elect either the Chairman, the President or another
individual to serve the Corporation as the Chief Executive Officer,
with full responsibilities as the highest elected officer for the
conduct of the business operations of the Corporation.

4.6  CHIEF FINANCIAL OFFICER.  From time to time the
Board may elect an individual, who may or may not be the
Treasurer, to serve the Corporation as the Chief Financial Officer,
with full responsibilities to conduct the financial operations of the
Corporation.  In the absence of such appointment, the Treasurer
shall assume such responsibilities.

4.7  VICE-PRESIDENT.  The vice-president shall perform
such duties as from time to time the Board shall prescribe or the
president shall assign.  During the absence or disability of the
president, the vice-president, or if there be more than one, the senior
executive vice-president, shall have all the powers and functions of
the president.

4.8  SECRETARY.  The secretary shall: attend all stockholder
and Board meetings; record all votes and minutes of all corporate
proceedings; give or cause to be given notice of all Stockholder and
Directors meetings; maintain custody and control of the corporate
seal, affixing it upon instruments when required and authorized to
do so by the Board or the president; prepare or cause to be prepared
a certified list of Stockholders, in alphabetical order indicating the
number of shares of each respective class held by such Stockholder;
keep all documents and corporate records as required by law and in
a proper and safe manner; and to perform such other duties as may
be prescribed by the Board or assigned by the president.

4.9  ASSISTANT SECRETARY.  The assistant-secretary shall
perform such duties and functions as may be assigned by the
secretary.  During the absence or disability of the secretary, the
assistant-secretary, or if there are more than one, the one so
designated by the secretary or by the Board, shall have all of the
powers and functions of the secretary.

4.10 TREASURER.  The treasurer shall: have the custody and
control of the corporate funds and securities; keep full and accurate
books of account, including the receipts and disbursements in the
corporate accounts; record and deposit all money and other
valuables in the name and to the credit of the corporation in such
depositories as designated by the Board; disburse the funds of the
corporation as ordered or authorized by the Board, preserving
proper vouchers therefor; render full statements of the books and
records, including income, profit and loss, and the financial
condition of the corporation to the president and at the regular
meetings of the Board.  The treasurer shall render a full and accurate
financial report at the annual meeting of the Stockholders.  To
ensure the accuracy of the reports which the treasurer is responsible
for preparing, all other officers of the corporation shall provide the
treasurer with such reports and statements as may be requested from
time to time.  The treasurer shall perform such other duties as may
be required from time to time by the Board or as assigned by the
president.

4.11 ASSISTANT-TREASURER.  The assistant-treasurer shall
perform such duties and functions as may be assigned by the
treasurer.  During the absence or disability of the treasurer, the
assistant-treasurer, or if there are more than one, the one so
designated by the treasurer or by the Board, shall have all of the
powers and functions of the treasurer.

4.12 SURETIES AND BOND.  The Board may require any
officer or agent of the corporation to provide the corporation with a
surety bond in such sum and with such surety as the Board may
direct, to assure the faithful performance of duties to the
corporation, including responsibility for negligence and for the
accounting of all assets and property of the corporation for which
such officer or agent may have responsibility.

4.13 INDEMNIFICATION.  The Company is authorized in its
By-laws to indemnify its officers and directors to the fullest extent
allowed under the provisions of the State of Florida Corporation
Laws for claims brought against such persons in their capacity as
officers and or directors.


    ARTICLE FIVE - CERTIFICATES FOR SHARES

5.1  CERTIFICATES.  The shares of capital stock for which
the corporation is authorized to issue shall be represented by
certificates, which shall be numbered and recorded in the
Stockholders Record and Transfer books upon their issuance.  Each
cetificate shall: exhibit the holder's name; the number of shares
owned; be duly signed by the president Board, facsimile signatures
of such officers may be used.  In the event that the corporation
appoints a transfer agent and or registrar, each certificate shall
exhibit the endorsed authorized signature of such agent.

5.2  LOST OR DESTROYED CERTIFICATES.  The Board
may direct that a new certificate(s) be issued in place of previously
issued but lost or destroyed certificates upon the provision to the
corporation of an affidavit by the Stockholder(s) setting forth the
facts surrounding the lost or destroyed certificates.  The Board may
in its discretion and as a condition precedent to the issuance of a
replacement certificate, require that the Stockholder provide a bond
or other security, to indemnify the corporation in the event of a
future claim with respect to the certificate alleged to have been lost
or destroyed.

5.3  TRANSFER OF SHARES.  Upon surrender to the
corporation (or its transfer agent) of a certificate for shares duly
endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person(s) entitled
thereto, and the old certificate shall be canceled upon the Stock
Transfer books and records of the corporation, which shall be kept
at its principal office.  Transfers made as collateral security, and not
absolutely, shall be so indicated upon the transfer ledger.  No
transfer shall be made during the ten days immediately prior to the
annual meeting of the Stockholders.

5.4  APPOINTMENT OF TRANSFER AGENT.  The Board
shall have the power and authority, at its option, to appoint a duly
licensed and qualified stock transfer agency to provide stock
transfer and warrant agency services to the corporation.

5.5  CLOSING TRANSFER BOOKS.  The Board shall have
the power to close the share transfer books of the corporation for a
period of not more than ten days during the thirty day period
immediately preceding: a) any Stockholders meeting; or, b) any date
upon which Stockholders shall be called upon to or have a right to
take action without a meeting; or, c) any date fixed for the payment
of a dividend or any other form of distribution.

Only those Stockholders of record at the time the transfer books are
closed, shall be recognized as such for the purposes of: receiving
meeting notices, voting at meetings, taking action wtihout a
meeting, or receiving dividends or other distributions.


            ARTICLE SIX - DIVIDENDS

Out of funds which are legally available, the Board may at any
regular or special meeting, declare cash dividends payable upon the
capital stock of the corporation.  Before declaring any such dividend
there may be set apart out of any funds so available, such sum or
sums as the Board from time to time deems proper for working
capital, or as a reserve fund to meet contingencies, or for equalizing
dividends, or for such other purposes as the Board shall deem in the
best interests of the corporation.

        ARTICLE SEVEN - CORPORATE SEAL

7.1  DESCRIPTION AND USE.  The seal of the corporation
shall be circular in form, and shall bear the name of the corporation,
the year of its organization, and State of Incorporation, i.e., Florida.
The seal may be used by causing it to be impressed directly upon
the instrument or writing to be sealed, or upon an adhesive
substance to be affixed thereto.  The seal on the Certificates for
shares, or on any corporate obligation for the payment of money,
may be facsimile, engraved, or printed.

7.2  CONTROL AND CUSTODY.  Except as otherwise
directed by the Board, the president of the corporation shall cause
the seal to be affixed to any corporate instruments, including bonds,
mortgages and other contracts, in behalf of the corporation.  When
so affixed, the secretary or treasurer of the corporation shall attest
thereto.  The secretary of the corporation shall bear primary
responsibility for maintaining custody and control of the seal at all
times.


   ARTICLE EIGHT - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or
countersigned, executed, verified or acknowledged by such officer
or officers or other person(s) as the Board may from time to time
designate.  All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name
of the corporation shall be signed by such officer or officers, agent
or agents of the corporation, and in such manner as shall be
determined from time to time by the Board.


          ARTICLE NINE - FISCAL YEAR

The corporation's fiscal year shall be December 31st of each year.


   ARTICLE TEN - NOTICE AND WAIVER OF NOTICE

Unless otherwise specifically provided to the contrary, all notices
required by these By-Laws shall be made, in writing and delivered
by depositing same in the United States postal service mail
depository, in a sealed postage-paid wrapper, properly addressed to
the person entitled to notice, at the last known address of such
person.  Such notice shall be deemed to have been given on the day
of such mailing.  Stockholders not entitled to vote shall not be
entitled to receive any notice of any meetings except as otherwise
provided by the Statute.

Before, during or after an event to which a Stockholder is entitled to
notice, any Stockholder may execute a written waiver of such
notice, whether required by these By-Laws, the Articles of
Incorporation or any applicable statutes.

         ARTICLE ELEVEN - CONSTRUCTION

Whenever a conflict arises between the language of these By-Laws
and the Articles of Incorporation, the Articles of Incorporation shall
take precedence.


      ARTICLE TWELVE - ACTION BY CONSENT

Any action taken by the Stockholders, the Directors or a Committee
of the Board may be taken upon written consent, without a meeting,
pursuant to the applicable provisions of the Florida Statutes.

         ARTICLE THIRTEEN - AMENDMENTS

These By-Laws may be altered, changed, amended or repealed by
the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereon, or the affirmative vote of a
majority of the Board, at any meeting duly called, and for which
proper notice of the meeting and its purpose was given to the
Stockholders or the members of the Board, respectively.


 ARTICLE FOURTEEN - "AFFILIATED TRANSACTIONS"

In the event that the securities of the Corporation become publicly
traded, the Corporation shall not be subject to the 'affiliated
transactions' provisions of Florida Statutes 607.09001.


      ARTICLE FIFTEEN - EMERGENCY BY-LAWS

Pursuant to the provisions of Florida Statutes 607.0207, in the event
that a quorum of the Directors cannot be readily assembled because
of a catastrophic event, any member of the Board may call an
emergency meeting and notify all other Directors using any means
of communication available.

In the event of and solely during a catastrophic event any one
member of the Board shall constitute a quorum for the transaction
of the corporation's business.  Any action taken in good faith and
acted upon in accordance with these By-Laws shall bind the
corporation; and the corporation shall hold harmless any Director,
officer, employee or agent who undertakes an action pursuant to
these By-Laws.


                      ARTICLES OF AMENDMENT
                                TO
                    ARTICLES OF INCORPORATION
                                OF
                     MERIDIAN HOLDINGS, INC.

To the Department of State
State of Florida

          Pursuant to the provisions of Sections
607.0821 and 607.1002 of the Florida Business Corporation
Act, Meridian Holdings, Inc. hereby adopts the following
Articles of Amendment to its Articles of Incorporation.

          1.   The name of the Corporation is
Meridian Holdings, Inc.

          2.   The Articles of Incorporation were
filed on August 4, 1994 with the Secretary of State of the
State of Florida.

          3.   Article 1 of the Articles of
Incorporation of the Corporation is hereby amended so as
henceforth to read as follows:

     "1.  The name of the Corporation is: MERIDIAN
     USA HOLDINGS, INC."

          4.   The date of adoption of the aforesaid
Amendment was December 1, 1999.

          5.   The Amendment herein provided for
was adopted unanimously by the Board of Directors of the
Corporation without shareholder action, pursuant to the
Florida Business Corporation Act, Section 607.1002(6).

          6.   The effective time and date of these
Articles of Amendment shall be upon filing with the
Department of State.

EXECUTED on December 3, 1999.

MERIDIAN HOLDINGS, INC.

          By: /s/ Mark Streisfeld
          Name of Officer: Mark Streisfeld
          Title of Officer:   President and Director

          By: /s/ Alan Posner
          Name of Officer: Alan Posner
          Title of Officer: Secretary and Director



            ACQUISITION  AGREEMENT

Entered into by and between the following parties:

     Meridian Holdings Inc., ("MDHG") a Florida corporation,
with its principal offices at: 2263 NW 2nd Avenue, Suite 202, Boca
Raton, Florida 33431;

     The Old Fashioned Syrup Company, Inc. ("Syrup") a
Florida corporation engaged in manufacture and wholesale
distribution and sales of a sugar, fat and cholesterol free chocolate
syrup, which maintains its principal offices at: 4270 N.W. 19th
Avenue, Suite D, Pompano Beach, FL 33064; and

     Mark Streisfeld and Alan Posner, being the officers,
directors and majority shareholders of Syrup.

NOW, THEREFORE, in consideration of the promises and the mutual
and dependent covenants hereinafter contained, the parties hereto
represent, warrant, covenant, and agree as follows:


                ARTICLE I

     1.1  Plan of Acquisition.   The Plan consists of the acquisition
by MDHG, of all of the issued and outstanding shares of Capital Stock
of Syrup, in a contemplated tax-free exchange for the issuance by
MDHG to Syrup Shareholders of 3,026,794 shares of MDHG's
authorized but presently unissued $0.001 par value Common Stock.

Issuance of the foregoing shares shall be made at such time as all of the
terms and conditions set forth in this Agreement (excluding Preferred
Stock conversion conditions) are satisfied.

On Closing MDHG shall also issue an aggregate of 350 shares of $1
par value Preferred Stock, to Mark Streisfeld and Alan Posner to
enter into the Transaction.  Each such share shall be convertible into
Three Hundred (300) shares of $0.001 par value Common Stock upon
the earliest of the following events: i) MDHG's annual gross revenues
equal or exceed $10 Million; or, the Company completes an SEC
registration for the sale of its securities and attains a NASDAQ or
exchange listing.

Streisfeld and Posner shall be elected to the board of directors of
MDHG simultaneously with the Closing.

      1.2  Agreement to Consummate Transaction.    Subject to
the terms and conditions of this Agreement, MDHG and Syrup agree
to consummate or cause to be consummated, the transaction
contemplated hereby ("Transaction"), and agree that the consummation
of the Transaction is conditional upon the compliance with all of the
terms and conditions hereinstated, except for Preferred Stock
conversion conditions.

      1.3 Shareholder Approvals.  Both parties shall obtain
such Shareholder approvals, if any, which may be required under the
laws of their respective domiciles for the issuance of the shares as
contemplated hereby.

      1.4 Closing.  Either by a formal meeting of the parties, or
by a timely exchange of documents, a closing  ("Closing") will take
place at such time as the parties hereafter determine and which is
contemplated to occur within 30 days from the date of this Agreement.

At such Closing, certificates, opinions, letters and other documents
required by this Agreement will be delivered or exchanged. If a formal
meeting is held, such Closing will take place at a location designated
by the mutual consent of the parties, or in the absence thereof, at the
Offices of MDHG.

Such Closing of the contemplated transaction shall be subject to: i) the
completion of an appropriate due diligence investigation of each of the
parties by the other; ii) the submission to MDHG, at least 10 days prior
to the date hereafter established for the Closing, of Syrup's 1998
audited financial statements.

      1.5  Consummation of Transactions.   If at the Closing no
condition exists which would permit any of the parties to terminate this
Agreement, or a condition then exists and the party entitled to
terminate because of that condition elects not to do so, then and
thereupon the parties will execute any required documents to effectuate
the transaction.

     1.6   Acquisition of Shares.  Upon and subject to the terms
and conditions herein stated, the Shareholders of Syrup shall acquire
all rights, title and interests in and to the previously described shares
of the Common Stock of MDHG.

     1.7   Consideration, Issuance and Delivery of Stock.   In
consideration of the delivery of all of the issued and outstanding shares
of the Capital Stock of Syrup to MDHG, and compliance by Syrup
with its warranties and undertakings contained herein, MDHG shall at
Closing, deliver one or more certificates representing the aggregate of
3,026,794 shares of MDHG Common Stock.  Notwithstanding the
foregoing, said stock shall be delivered to Morgenthau, Greenes,
Goldfarb & Aronauer, P.C. as Escrow Agents, to be held by such firm
in escrow until such time as the total sum of $150,000 has been paid to
the Selling Control Shareholder Group as defined in the
contemporaneous Stock Purchase Agreement by and between the
parties.  Until such time as such shares are released from escrow, the
Shares will not have voting rights.

All such shares issuable pursuant to this Agreement will be investment
stock, and are subject to all restrictions upon resale, assignment and
transfer as may be imposed under the Securities Act of 1933, as
amended; and when so issued and delivered, such shares, each with an
appropriate restrictive legend thereupon, shall be fully paid and non-
assessable.  As a condition precedent to the issuance of the certificates,
Syrup undertakes to provide duly executed Investment Letters from
each person or entity, other than Streisfeld and Posner, in whose name
any of the aforementioned shares shall be issued.

     1.10  Reverse Reorganization/Share Dilution.  The parties
acknowledge that for the earlier of i) a period of two years from the
Closing Date; or, ii) the sale or transfer by the present Control
Shareholders of 75% or more of their holdings, Syrup agrees that upon
assuming 'control', it and its current principal shareholders will not
without the prior written consent of the present control shareholders:
a) effect a 'reverse' recapitalization of MDHG;  or, b) otherwise issue
additional shares of Common Stock except in consideration for the
acquisition of valuable assets or raising of capital for valid business
purposes.

     1.11   Present Capitalization.   MDHG hereby represents that
MDHG's present authorized capitalization consists of Twenty
(20,000,000) Million shares of Common Stock, each of the par value
of $0.001, and One (1,000,000) Million shares of Preferred Stock, each
of the par value of $1.00.



                ARTICLE ll
     Representations and Warranties

          The parties mutually represent and warrant to the other as
     follows:

      2.1  Organization and Good Standing.  That each is a
corporation duly organized, validly existing and in good standing under
the laws of the State of Florida.  Each party has the corporate power to
acquire or otherwise enter into a business combination with another
enterprise and to carry on its business as it is now being conducted.
Copies of Certificates of Incorporation, all amendments, and the
corporate By-Laws of each shall be delivered to the representative of
the other party within fifteen (10) days from the execution of this
Agreement.  The parties acknowledge that MDHG's Certificate of
Incorporation, all Amendments thereto, and the Corporate By-laws, as
presently in effect are contained in its currently effective 15c2-11
Information and Disclosure Statement which is currently on file with
the National Association of Securities Dealers, Inc., and the Securities
And Exchange Commission ("SEC").

     2.2   Authority.  Each party has the corporate power to enter
into this Agreement and carry out the transactions contemplated
hereby. The execution, delivery, and performance of the Agreement
will have been duly and validly authorized and adopted by resolution
of the respective Board of Directors; and this Agreement and the
consummation of the Plan of Acquisition will have been duly and
validly authorized and approved by all necessary corporate action and
this Agreement will be legally binding, and enforceable in accordance
with its terms, subject to applicable bankruptcy, reorganization,
insolvency, moratorium and other laws affecting creditors' rights
generally from time to time in effect and subject to principles of equity,
which may affect the availability of remedies with respect thereto.  To
the best knowledge of the parties, the entering into this Agreement and
its consummation of the Transactions contemplated hereby will not
violate the provisions of  (i) any applicable laws of the United States
or any other state or jurisdiction in which each does business;  (ii) their
Certificates of Incorporation or By-Laws; or (iii) any judgment or
decree requiring the obtaining of permits, approvals, consents,
authorizations and modifications referred to in Section 4.3 hereof.
Further, no default or breach will occur in any material respect by
virtue of the Plan of Acquisition under any material contract,
agreement, mortgage, indenture or other instrument, of which either of
the parties is a part or by which it is bound, and no material right under
any such existing contract, agreement, mortgage, indenture or other
instrument will be extinguished by virtue of the Agreement.

     2.3  Absence of Material Changes.  Except as permitted or
contemplated by this Agreement, or otherwise disclosed, there has not
been any material changes in the financial or operating condition of
either party.

     2.4  Litigation.  Except for the items disclosed on the Schedule
attached hereto, to the best knowledge of management of both parties
hereto, there are no judicial or administrative actions, suits, proceeding
or investigations pending, or, threatened, against which might result in
any material adverse change in their respective condition (financial or
other), properties, assets, business, operations or prospects of either
party; or in any material liability, or which question the validity of this
Agreement, or of any action taken or to be taken in connection
herewith.  There are no citations, fines or penalties heretofore asserted
against the parties under any federal, state or local law relating to air
or water pollution, or other environmental protection matters, or
relating to occupational health or safety.

     2.5 Disclosing of Material Information.  Neither this
Agreement nor any exhibit hereto contains any untrue statement or
material fact, or admits to state a material fact necessary to make the
statements herein or therein not misleading, relating to the business or
affairs of each party hereto.  There is no fact known that materially
adversely affects the business, condition (financial or otherwise) or
prospects of either party, which has not been set forth herein or
otherwise disclosed.

     2.6  Capitalization.  Except as set forth on the schedule
attached hereto, there are no options, warrants, conversion rights, rights
of exchange or other rights, plans, agreements or commitments of any
nature whatsoever (including, without limitation, conversion or
preemptive rights) providing for the purchase, issuance or sale of any
shares of capital stock of MDHG or Syrup.

     2.7  Subsidiaries.  Except as set forth on the schedule
attached hereto, neither MDHG nor Syrup, either directly or indirectly,
has ever had and as of the date of this Agreement and as of the Closing
Date does not have, any subsidiaries or any interests in any other
corporation, association, joint venture or other business entity.

     2.8  Taxes.  Except as set forth on the schedule attached
hereto, all taxes, including without limitation, income, property, sales,
use, franchise, value added, withholding and social security taxes
imposed by the United States, any state, municipality, other local
government or other subdivision or instrumentality of the United
States, or any foreign country or any other state or government thereof,
or any other taxing authority, that are due and payable by each of the
parties hereto, and all interest and penalties thereon, whether disputed
or not, and which would result in the imposition of a lien, claim or
encumbrance on either of the parties, other than taxes which are not yet
due and payable, have been paid in full, all tax returns required to be
filed in connection therewith have been accurately prepared and duly
and timely filed and all deposits required by law to be made by each of
the parties with respect to employees' withholding taxes have been duly
made.  Neither of the parties is delinquent in the payment of any
foreign or domestic tax, assessment or government charge or deposits
which would result in the imposition of a lien, claim or encumbrance
on either of the parties and neither of the parties has a tax deficiency or
claim outstanding, proposed or assessed against it and there is no basis
for any such deficiency or claim, which would result in the imposition
of any lien, claim or encumbrance on or against either of the parties
hereto.

     2.9  No Assets or Liabilities.  Except as set forth on the
schedule attached hereto, MDHG has, and at the Closing Date will
have, no assets, liabilities, obligations or commitments of any kind
whatsoever.

     2.10 Compliance with Laws.  To the best knowledge of
management of both parties hereto, MDHG and Syrup are in
compliance in all material respects with all applicable laws,
regulations, orders, judgments and decrees.

     2.11 Charter Documents.  MDHG has provided to Syrup
for its examination (i) complete and accurate copies of the Certificate
of Incorporation and By-laws of MDHG, both as amended to the
Closing; (ii) the minute book of MDHG containing all proceedings,
consents, actions and meetings of the stockholders and board of
directors of MDHG; and (iii) the stock transfer books of MDHG,
setting forth all transfers of capital stock of MDHG since its inception.
MDHG warrants that all such records are, and as of the Closing Date
will be, true and accurate in all respects.

     2.12 Brokers or Finders Fees.  No agent, broker, person
or firm acting on behalf of either of the parties is, or will be, entitled to
any commission or brokers or finders fees from any of the parties
hereto, or from any person controlling, controlled by or under common
control with any of the parties hereto, in connection with any of the
transactions contemplated herein, unless specifically set forth in this
Agreement or in the Stock Purchase Agreement of even date herewith.

     2.13 No Reliance of the Representations.  Neither of the
parties hereto has relied on any representations or warranties of any
party other than the parties to this Agreement as contained in this
Agreement and in any other agreements, documents or instruments
delivered by the parties in connection with the transaction
contemplated hereby.


               ARTICLE III
         Covenants of the Parties

Each party covenants with the other as follows:

     3.1     Negative Covenants.    Without it in any way limiting
the fiduciary obligations of any party hereto, from the date of this
Agreement, neither party will:

          3.1-1     Engage in any activities or transactions which
will be detrimental to the interests of its Shareholders, other than
conduct its normal course of business;

          3.1-2   Engage in any activities or transactions which
would be adverse to the interests of the Shareholders of the other.

     3.2     Affirmative Covenants.    Prior to the Closing Date,
each party will do or has done, the following:
          3.2-1     If required by the laws of their respective
states of incorporation, have obtained the required consent of their
Shareholders to proceed with the Agreement and the Plan of
Acquisition;

          3.2-2     Use its best efforts to enhance its business
organization and retain the services of its officers, employees and "key"
consultants;

          3.2-3     Afford to the officers, attorneys, accountants
and other authorized representatives of the other party, full and free
access to its properties, books, tax returns and records, to provide a full
opportunity to make such investigations as deemed necessary of the
affairs of the other party.

          3.2-4     Promptly advise the other in writing of any
materially adverse change in the financial condition, business,
operations or key personnel, any breach of its representations or
warranties contained herein, and any material contract, agreement,
license or other arrangement which, if in effect on the date of this
Agreement, should have been included in this Agreement;

          3.2-5     Use its best efforts to accomplish all actions
necessary to consummate the Plan of Acquisition, including the
satisfaction of all the conditions set forth in this Agreement.


               ARTICLE  IV
            Mutual Conditions

Neither party will be obligated to complete or cause to be completed
the transactions contemplated by this agreement unless the following
conditions, and any which may be set forth as a Schedule if annexed
hereto as an integral part hereof, have been met prior to or at the
Closing:

      4.1 Absence of Restraint. No order to restrain, enjoin or
otherwise prevent the consummation of this Agreement, or the
transactions contemplated herein shall have been entered by any court
of or administrative body, and no proceeding to obtain any such order
shall have been commenced or shall be threatened.

     4.2 Absence of Termination.  The obligations to consummate
the transactions contemplated hereby shall not have been canceled
pursuant to sections 6.1.

     4.3 Required Approvals.  Each party shall have received all
such approvals, consents, authorizations or modifications as may be
required to permit the specific performance of their respective
obligations under this Agreement, and the consummations of the
transactions herein contemplated (whether for governmental authorities
or other persons), and each party shall have received any and all
permits and approvals from any regulatory authority having jurisdiction
required for the lawful consummation for the Plan of Acquisition.

     4.4  Compliance - Securities Laws.   The parties hereto
acknowledge that all of the shares of Common Stock to be issued by
MDHG in the consummation of this Agreement are and shall be
"restricted" shares under the Securities Act of 1933, as amended.  Each
share shall have the following or similar restrictive legend upon the
face and or the reverse:

     "The shares represented by this Certificate have not been
registered under the Securities Act of 1933. The shares have been
acquired for Investment and may not be sold, transferred or assigned in
the absence of an effective registration statement for these shares under
the Securities Act of 1933 or an opinion of the Company's counsel that
registration is not required under said Act."

Except for Streisfeld and Posner, all Shareholders of Syrup who will
receive Shares hereunder shall execute an appropriate Investment
Letter indicating that:
i) such Shareholder is acquiring the shares of MDHG by virtue of this
business combination, will hold same as an investment, and does not
then have a present intention to sell, transfer or otherwise engage in a
distribution of such shares;   and

ii) any future sale or transfer shall only be made pursuant to an
effective SEC Registration Statement covering said shares, or pursuant
to the provisions of Rule 144 or other applicable exemption from
registration, as promulgated under the Act.


                ARTICLE  V
        Conditions to Obligations

Neither party shall be obligated to complete or cause to be completed
the transactions contemplated by this Agreement unless the following
conditions have been met prior to or at the Closing:

      5.1  Compliance with Representations, Warranties and
Covenants. i) All of the representations and warranties contained in
this Agreement are true and shall be true in all material respects at and
as of the Closing date; ii) Each party shall have complied with and
performed all of the covenants contained in this Agreement to be
performed by them at or prior to the Closing Date;  iii) evidence of
compliance shall be by appropriate schedules to be attached hereto and
incorporated by reference and certified as correct by the President of
Syrup.

      5.2 Tax Opinion.   Both parties shall have received from
their respective accountants, a letter to the effect that in their opinion
the income tax consequences of the Agreement to be substantially as
follows:

          5.2-1     No gain or loss will be recognized by the
Shareholders of either party upon receipt of the shares as provided for
in the Agreement;

          5.2-2     The tax basis of the shares of stock received
will be the value placed upon said shares by the determination pursuant
hereto of the value of the transaction.

      5.3 Opinion of Counsel.  The parties shall have received
opinion letters dated at or near the Closing date from their respective
counsel that:

          5.3-1     The respective party is a corporation validly
organized, legally existing and in good standing under the laws of the
state of its incorporation, and is authorized to conduct business in each
jurisdiction in which may be applicable; and has full corporate power
and authority to own its properties and to conduct its business as it is
being conducted;

          5.3-2   Each operating subsidiary corporation, if any,
is validly organized, legally existing and in good standing under the
laws of the jurisdiction in which domiciled, with full corporate power
and authority to own its properties and to conduct its business
operations;

          5.3-3     The respective party has the full corporate
power to carry out the transactions contemplated herein; this
Agreement has been duly executed and delivered and all necessary
corporate action has been taken by, the respective Boards of Directors
and Shareholders.

     5.4  Good Standing Certificate.  Each of the parties shall
have delivered to the other Certificates of Good Standing from the
Secretary of State of the state of its incorporation, to the effect that
such party is in good standing in such state and listing all chartered
documents on file with the Secretary of State.


               ARTICLE  VI
              Miscellaneous


     6.1 Termination. This Agreement may be terminated or
canceled, and the transactions contemplated hereby may be abandoned,
notwithstanding Shareholder authorization, at any time before
consummation of the Agreement:

          6.1-1    By mutual consent of the Board of Directors of
both parties; or

          6.1-2  By either party in the event that the other party
shall not have performed a material obligation of such party hereunder,
within the time contemplated by this Agreement.

           6.2  Effect of Termination.  If this Agreement is terminated,
this Agreement, except as to Sections 6.3 and 6.4, shall no longer be of
any force or effect and there shall be no liability on the part of any
party or its respective directors, officers or Shareholders, except in the
case of deliberate fraud and misrepresentation, including the intentional
omission of a material fact, neither party shall be responsible for the
damages (including attorneys fees and related costs) incurred by the
other party hereto.  All cash funds paid by either party to the other, if
any, shall be deemed liquidated damages and are not refundable in the
event that this Agreement is terminated for any reason whatsoever.

           6.3  Return of Information; Confidentially.  In the event this
Agreement is terminated or the Plan of Acquisition is not consummated
for any reason, the parties agree that all written information and
documents supplied by either to each other shall be promptly returned
to the other party at its request, and each party shall each use its best
efforts to cause confidential information to continue to be treated as
confidential and shall refrain from disclosure to any third parties.

     6.4  Costs and Expenses.  Unless otherwise specifically
provided for, all costs and expenses incurred in connection with
satisfying their respective obligations under this Agreement will be
paid by the party incurring the expenses.  In the event of a termination
of this Agreement, pursuant to Article VI, each party will bear their
own expenses.

           6.5   Extension of Time;  Waivers.   At any time prior to the
Closing date either party may extend the time for the performance of
the obligations or other acts required by the other party, or  (ii) waive
any inaccuracies in the representations and warranties of the other
party contained herein or in any document delivered pursuant hereto by
the parties to the other, and (iii) waive compliance with any of the
agreements or conditions herein to be performed by the other party. All
performance waivers hereunder shall be in writing and signed by the
waiving party.

     6.6   Reliance of Counsel.   In rendering any opinion referred
to herein, counsel for the parties may rely upon factual matters,
certificates of public officials and corporate officers, opinions of
corporate general counsel, and such other evidence as counsel may
reasonably deem appropriate.

 6.7    Notices.     All notices by both parties to the other shall be
in writing, delivered by the U.S. Postal Service (certified, registered or
overnight express) with return receipt requested, and addressed to the
respective party at the address stated hereinabove, or such other
address as may hereafter be provided and such change of address be
acknowledged.  Notice may be delivered by private carrier express or
overnight delivery, with written proof of receipt required.

     6.8  Amendment.  This Agreement may only be altered,
changed or modified by an amendment in writing, which has been
submitted to and approved by the board of directors and or
shareholders of the respective parties.

     6.9  Timely Basis.  Both parties agree that reasonable delays
in completing the contemplated transaction which are necessitated by
compliance with the provisions of the Securities Act of 1933, and or
the Securities Exchange Act of 1934, both as amended, may be
required, but in no event shall a party be required to agree with any
unreasonable delay when time is of the essence, and the obvious result
would be that the transaction cannot be completed on a timely basis.

     6.10  Assignment. The benefits and obligations hereunder
shall inure to the benefit of the parties and their successors in interest,
including their heirs, executors, legal representatives, successors and
assigns. Notwithstanding the foregoing, this Agreement, and the
obligations hereunder, may only be assigned by the written consent of
the other party.

            6.11   Miscellaneous.

          6.11-1 Entire Agreement.  This Agreement and the
contemporaneous Stock Repurchase Agreement between MDHG, the
present Control Shareholders and Streisfeld and Posner are the only
agreements between the parties and supersede all prior oral and written
agreements with regard to the subject matter hereof. All provisions
hereof shall survive the Closing until such time as all conditions,
whether their required performance is contemporaneous or subsequent,
shall have been completed as required hereunder.

          6.11-2  Effective Date.  This Agreement shall take
effect only upon its proper execution by duly authorized
representatives of both parties.  No obligation hereunder shall arise
until such time as this Agreement is so duly executed.

          6.11-3  Counterparts. This Agreement may be
executed in several counterparts, each of which will be deemed an
original and all of which taken together shall constitute one and the
same instrument.

          6.11-4  Facsimile Signatures.  The facsimile
signatures of one or more of the signatories hereto shall for be deemed
originals for all purposes hereunder.

          6.11-5  Surviving Clauses.  The parties hereto
specifically agree that those provisions contained herein that by their
nature require subsequent or continuing performance, shall survive the
Closing and shall be fully enforceable hereunder by appropriate legal
remedies.

          6.11-6   Governing Law.  This Agreement shall be
governed in all respects, including validity, interpretation and effect,
pursuant to the laws of the State of Florida without regard to the
principles of 'conflict of laws'.

          6.11-7  Titles And Captions.   The titles and captions
of the Sections and paragraphs of this Agreement are included solely
for convenience of reference, and shall have no effect upon the
constructions or meanings of this Agreement.


IN WITNESS WHEREOF, the parties hereto have executed
this 9 page Agreement as of the 8th day of January, 1999.
                              Meridian
Holdings Inc.
ATTEST:


/s/ Paul Galant
Paul M. Galant, Secretary

                              by:/s/ Frank E. Lambrecht
                                    Frank E.
Lambrecht,  President
                              The Old
Fashioned Syrup Company, Inc.
ATTEST:


/s/ Alan Posner
Alan Posner, Secretary
                              by:/s/ Mark Streisfeld
                                     Mark
Streisfeld, President









                     First Amendment

                           To

                  ACQUISITION  AGREEMENT


Entered into by and between the following parties:

     Meridian Holdings Inc., ("MDHG") a Florida corporation;

     The Old Fashioned Syrup Company, Inc. ("Syrup") a Florida
corporation; and

     Mark Streisfeld and Alan Posner.



1.   In consideration of the promises and the mutual and dependent
covenants herein and as contained in the Acquisition Agreement dated,
January 8, 1999 between the parties, the parties hereby agree that
paragraph 1.7 of the said Acquisition Agreement is hereby deleted in its
entirety and shall be replaced by the following:

     "1.7   Consideration, Issuance and Delivery of Stock.   In
consideration of the delivery of all of the issued and outstanding shares of
the Capital Stock of Syrup to MDHG, and compliance by Syrup with its
warranties and undertakings contained herein, MDHG shall at Closing,
deliver one or more certificates representing the aggregate of 3,026,794
shares of MDHG Common Stock."

All such shares issuable pursuant to this agreement will be investment stock,
and are subject to all restrictions upon resale, assignment and transfer as
may be imposed under the Securities Act of 1933, as amended; and when
so issued and delivered, such shares, each with an appropriate restrictive
legend thereupon, shall be fully paid and non-assessable.  As a condition
precedent to the issuance of the certificates, Syrup undertakes to provide
duly executed Investment Letters from each person or entity, other than
Streisfeld and Posner, in whose name any of the aforementioned shares
shall be issued.

2.  The numeric headings in the Acquisition Agreement do not contain
Sections 1.8 or 1.9.

3.  Governing Law.  This Agreement shall be governed in all respects,
including validity, interpretation and effect, pursuant to the laws of the State
of Florida without regard to the principles of 'conflict of laws'.


<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to the Acquisition Agreement between the parties as of the
10th day of January, 1999.


                              Meridian Holdings Inc.



                              by:/s/ Paul M.Galant
                                    Paul M. Galant, Secretary



                              The Old Fashioned Syrup
                         Company, Inc.



                              by/s/ MarkStreisfeld
                                     Mark Streisfeld, President






AMENDED AND RESTATED
LICENSE AGREEMENT

          THIS AMENDED AND RESTATED LICENSE
AGREEMENT (this "Agreement") made and entered into as of the 24th
day of September, 1999, by and among CUMBERLAND PACKING
CORP., a New York corporation, with offices at 2 Cumberland Street,
Brooklyn, New York 11205 ("Cumberland"), OLD FASHIONED
SYRUP COMPANY, INC., a Florida corporation, with offices at 3350
NW Boca Raton Boulevard, Suite A28, Boca Raton, Florida 33431
("Licensee"), Licensee's sole shareholder, MERIDIAN HOLDINGS,
INC. a Florida corporation, with offices at 3350 NW Boca Raton
Boulevard, Suite A28, Boca Raton, Florida 33431 ("Meridian") with
respect to Sections 1(p), 14, 15, 18, 19, 20 and 21 herein, and with respect
to Sections 15 and 18 herein, Alan Posner and Mark Streisfeld, the
managing shareholders of Meridian (the "Managing Shareholders");
with reference to the following background:

     A.   WHEREAS, Cumberland is the owner of the Licensed
Trademark (as such term is defined below) throughout the world relating
to the world renowned mark "SWEET'N LOW" for use in connection
with sugar-free reduced calorie sugar substitutes and various other food
items;

     B.   WHEREAS, Cumberland and Licensee previously
entered into a License Agreement dated as of November 28, 1998 (the
"Original Agreement") whereby Cumberland granted Licensee an
exclusive license in the Licensed Territory to manufacture and sell
Licensed Product (as such terms are defined below) under the Licensed
Trademark;

     C.   WHEREAS, the Original Agreement required certain
shareholders of Licensee (the "Licensee Shareholders") to grant
Cumberland a right of first refusal with respect to the sale or exchange of
their Licensee stock providing, among other things, that if Cumberland
did not exercise its right of first refusal, the Licensee Shareholders were
required to pay Cumberland a percentage of the proceeds from the sale or
exchange of their Licensee stock;

     D.   WHEREAS, the Licensee Shareholders subsequently
restructured Licensee's ownership by transferring their Licensee stock to
Meridian in exchange for Meridian stock and now Licensee is a wholly
owned subsidiary of Meridian;

     E.   WHEREAS, in exchange for Cumberland's consent to the
restructured ownership, Cumberland has agreed to release the Licensee
Shareholders from certain obligations under the Original Agreement and
Meridian agrees to grant Cumberland the Warrant (defined below); and

     F.   WHEREAS, pursuant to the terms and conditions of this
Agreement, the parties hereto desire to amend and restate the Original
Agreement as of the date hereof.

          NOW THEREFORE, for and in consideration of the
covenants and obligations hereinafter set forth, to be well and faithfully
performed by the respective parties hereto, the parties hereby mutually
agree as follows, each intending to be legally bound hereby:

     1.   Definitions.  For purposes of this Agreement, the terms set
forth below shall have the meanings ascribed to them:

     (a)  "Affiliate" shall mean, with respect to any Person (as such term is
     defined below), (i) any Person directly or indirectly controlling,
     controlled by or under common control with such Person, (ii) any
     Person owning or controlling 10% or more of the outstanding
     voting interests of such Person, (iii) any officer, director or
     general partner of such Person, (iv) any Person who is an officer,
     director, general partner, trustee, or holder of 10% or more of the
     voting interests of any Person described in clauses (i) through (iii)
     of this sentence or (v) any relatives, including but not limited to,
     spouse, natural or adoptive lineal ancestors or descendants, and
     trusts for his, her or their exclusive benefit, of any Person
     described in clauses (i) through (v).

     (b)  "Agreement Year" shall mean any calendar year during the term
     of this Agreement, with the first Agreement Year ending on
     December 31, 1999, and each Agreement Year thereafter
     commencing on January 1 and ending on December 31 of such
     year.

     (c)  "CPI" shall mean the Consumer Price Index for All Urban
     Consumers, All U.S. Cities Average (1982-84 Base), as published
     by the U.S. Department of Labor, Bureau of Labor Statistics, or
     any successor index thereto.

     (d)  "Governmental Agency" shall mean the U.S. Food and Drug
     Administration, or its successor, and any other U.S. and foreign
     government, governmental agency or authority that monitors,
     controls or otherwise regulates the marketing, sale, distribution,
     purchase, consumption or use of the Licensed Products in any
     jurisdiction.

     (e)  "License" shall mean the license granted by Cumberland to
     Licensee pursuant to Section 2 hereof.

     (f)  "Licensed Product" shall mean the sugar-free, reduced calorie (as
     each are defined by applicable Governmental Agency guidelines,
     laws, rules or regulations) chocolate flavored syrup product, a
     sample of the formulation of which already has been approved by
     Cumberland, as the same may be amended pursuant to the terms
     of this Agreement.

     (g)  "Licensed Territory" shall initially mean the United States of
     America and Canada, and such other territories as may be
     mutually agreed upon in writing, to the extent that Cumberland
     has rights to the Licensed Trademark therein.

     (h)  "Licensed Trademark" shall mean the mark "SWEET'N LOW "
     used alone or in combination with the design of a musical bar and
     treble clef solely for use in connection with the manufacture and
     sale of the Licensed Product.

     (i)  "Minimum Royalty" shall mean the Minimum Royalty applicable
     to each Agreement Year pursuant to Section 5 herein.

     (j)  "Net Sales" shall mean the total gross invoice price of the sales of
     the Licensed Product, less trade discounts and allowances (not to
     exceed 10% per shipment) and/or refunds for goods returned in
     the ordinary course of business, if actually taken, to the extent
     such items are included in the gross invoice price.  There shall be
     no reduction from the total gross invoice price for any other item,
     including without limitation, coupons, advertising or other similar
     items thereto, except for items given to charity by Licensee, used
     as samples in promotional tastings and such other items as may be
     agreed to by Cumberland in writing.

     (k)  "Person" shall mean any natural person, partnership, corporation,
     limited liability company, trust or other entity or association.

     (l)  "Prime Rate" shall mean the interest rate published from time to
     time by Chase Manhattan Bank, N.A., or its successor, as its
     prime lending rate.

     (m)  "Promotional Materials" shall mean all packaging, labels,
     wrappers, letterhead, business cards, signs, bulletins, circulars,
     selling sheets, brochures, print and broadcast media
     advertisements and all other promotional materials whatsoever,
     regardless of media, relating to the Licensed Products and/or the
     Licensed Trademarks.

     (n)  "Royalty" or "Royalties" shall mean the Royalties set forth in
     Section 4 herein, payable by Licensee to Cumberland pursuant to
     the terms and conditions of this Agreement.

     (o)  "Trade Class" shall mean each of, the "food service" Trade Class
     (for example, restaurants, institutional users) and the "retail"
     Trade Class (for example, supermarkets, drug stores, club stores,
     Wal-Marts).

     (p)  "Transfer" shall mean (i) a direct or indirect sale, assignment,
     delegation, transfer or sublicense by Licensee of any of its rights
     or obligations under this Agreement, (ii) a merger involving
     Licensee or Meridian where Meridian or Licensee does not
     survive the merger and there has been a significant change in
     control of Licensee or Meridian, (iii) a transfer of all or
     substantially all of Licensee's or Meridian's assets (in a single
     transaction or a series of related transactions), (iv) a transfer of all
     or any portion of a direct or indirect ownership interest (1) in
     Meridian by a Managing Shareholder or (2) in Licensee by
     Meridian, and/or (v) a significant change in the management or
     control of Licensee or Meridian.

2.   License.

     (a)  Grant of License.  In exchange for the consideration set forth in
     Section 4 and other valuable consideration, Cumberland hereby
     grants Licensee the exclusive right, license and privilege to: (i)
     manufacture itself or have manufactured on its behalf the
     Licensed Product under the Licensed Trademark by a
     manufacturer or Affiliate approved in writing by Cumberland,
     which approval shall not be unreasonably withheld, and (ii)
     promote, publicize, advertize, market, sell and distribute the
     Licensed Product under the Licensed Trademark in the Licensed
     Territory for the Trade Classes, all subject to the terms and
     conditions of this Agreement.

     (b)  Brokers, Salespersons and Distributors.  Licensee may appoint
     brokers, salespersons and distributors, subject to the terms and
     conditions of this Agreement.  Cumberland shall have the right, in
     its sole and absolute discretion, to disapprove of any broker,
     salesperson or distributor appointed by Licensee if such Person
     acts in an unlawful manner or otherwise adversely affects, or is in
     conflict with, the business or reputation of Cumberland or the
     Licensed Trademark.  Licensee shall be solely responsible for the
     actions and omissions of its brokers, salespersons and distributors.

     (c)  Rights of First Refusal.

     (i)  Each party agrees that prior to marketing, selling or otherwise
     distributing or offering to distribute any non-chocolate flavored
     sugar free, reduced calorie syrup, excluding maple syrup, (e.g.,
     butterscotch, strawberry, caramel) under any mark or label, such
     party hereby gives the other party the right of first refusal to add
     such flavored syrup to the definition of Licensed Product
     hereunder, during the term of this Agreement.  In the event such
     right of first refusal is not accepted, the requesting party may
     proceed with such non-chocolate flavored syrup unencumbered by
     this Agreement.

(ii)      Each party agrees that prior to marketing, selling, distributing or
          otherwise offering to distribute any Licensed Product to or within
          a country not in the Licensed Territory, such party hereby gives
          the other party the right of first refusal to add such country to the
          definition of Licensed Territory under this Agreement.
          Furthermore, in the event the Licensed Territory is expanded by
          mutual agreement of Licensee and Cumberland pursuant to this
          Agreement, Licensee agrees to offer any existing distributor of
          Cumberland products in such expanded territory the right of first
          refusal to sell the Licensed Product hereunder.  Notwithstanding
          the foregoing, Cumberland reserves the right in its sole discretion,
          to purchase the Licensed Product from Licensee for sale to its
          foreign distributors outside the Licensed Territory at the same
          wholesale prices charged by Licensee in the Licensed Territory
          without offering Licensee the right of first refusal with respect to
          such purchases.

(iii)     For the purposes of this Section, the right of first refusal shall
          operate as follows:

     (A)  Prior to entering into any transaction ("Transaction") to which the
     right of first refusal applies pursuant to this Section 2(c),
     Cumberland or Licensee, as the case may be ("Offeror"), shall
     give the other (the "Offeree") written notice containing all of the
     following (the "Offer Notice"):

     (i)  the terms and conditions of the proposed Transaction;

     (ii) a true and complete copy of any written offer related to the
     Transaction from any third party, and

   (iii)     the Offeror's offer (the "Offer") to the Offeree to cause the
          definition of "Licensed Product" or "Licensed Territory," as the
          case may be, to be modified to include the Transaction.

     (B)  The Offer shall be and remain irrevocable for a period (the "Offer
     Period") ending at 11:59 P.M. local time at Cumberland's
     principal office, on the thirtieth (30th) day following the date the
     Offer Notice is given.  The Offer may be accepted at any time
     during the Offer Period in writing.

     (C)  If the Offer is accepted, the definition of Licensed Product or
     Licensed Territory, as the case may be, hereunder shall be
     modified accordingly.

     (D)  If the Offer is not accepted in accordance with the foregoing, the
     party who made the Offer shall have the right, for a period of
     ninety (90) days after the expiration of the Offer Period (the "Free
     Transfer Period") to enter into the proposed Transaction on the
     same terms and conditions as set forth in the Offer Notice.

     (E)  Any Transaction after the last day of the Free Transfer Period or
     without strict compliance with the terms, provisions, and
     conditions of this Section and the other terms, provisions, and
     conditions of this Agreement, shall be null and void and of no
     force or effect.

     (d)  Exclusive License.  During the term of this Agreement, and
     subject to the terms and conditions hereof, neither Cumberland
     nor its Affiliates will grant any other licenses for the manufacture
     or sale of the Licensed Product under the Licensed Trademark in
     the Licensed Territory to any other Person, nor will Cumberland
     or its Affiliates manufacture or sell the Licensed Product under
     the Licensed Trademark in the Licensed Territory.

3.   Ownership of Trademarks and Infringement.

     (a)  Ownership.  All right, title and interest in and to the Licensed
     Trademark is and shall at all times remain the exclusive property
     of Cumberland, and Licensee, on behalf of itself and its Affiliates,
     shall not contest or dispute the validity of Cumberland's exclusive
     rights thereto or adopt the Licensed Trademark, or any portion or
     derivative thereof, to Licensee's own use, except to the extent
     permitted under this Agreement.  All uses of the Licensed
     Trademark by Licensee shall inure to the benefit of Cumberland.
     Licensee, on behalf of itself and its Affiliates, shall not file or
     participate in the filing of any application for registration or other
     similar proceeding for protection of intellectual property rights in
     any jurisdiction with respect to the Licensed Trademark, or any
     portion or derivative thereof, or any mark confusingly similar
     thereto.  Licensee shall promptly notify Cumberland of any actual,
     perceived or potential infringement of a third party against any
     proprietary right of Cumberland in the Licensed Trademark.
     Cumberland shall determine, in its sole and absolute discretion,
     whether or not to challenge any aforementioned infringement, and
     shall be under no affirmative obligation to do so, and Licensee
     agrees to assist Cumberland, at Cumberland's expense and
     request, in establishing Cumberland's superior proprietary rights
     in and to the Licensed Trademark.

     (b)  Ownership Designators.  When used in association with the
     Licensed Trademarks, all Licensed Products and all approved
     Promotional Materials used by or on behalf of Licensee in
     connection with the offer, sale or other distribution of Licensed
     Products shall bear an indication that the Licensed Trademarks are
     owned and licensed by Cumberland, and where appropriate, the
     Licensed Trademarks will bear the U.S. Federal registered
     trademark symbol " " or such other designator as may be
     applicable in the Licensed Territory.

     (c)  Infringement.  As of the date of this Agreement, Cumberland has
     registered or filed an application for registration or commenced a
     similar proceeding for the protection of intellectual property rights
     with respect to the Licensed Trademarks in the Licensed Territory.
     Provided that Licensee is not in breach of this Agreement,
     Cumberland shall defend and hold Licensee harmless from any
     claim of trademark infringement resulting solely from the use of
     the Licensed Trademark in the Licensed Territory, provided that
     with respect to any such claim, Licensee (i) gives Cumberland
     prompt notice, (ii) permits Cumberland to control the defense, and
     (iii) reasonably cooperates, at Cumberland's expense, in the
     defense.  This Subsection 3(c) sets forth the sole extent of
     Cumberland's obligations and liability to Licensee with respect to
     infringement relating to the Licensed Trademark.

     4.   Royalties.

     (a)  Royalty Calculation.  In consideration of the License granted
     herein, Licensee shall pay Cumberland an earned Royalty of seven
     percent (7%) of Net Sales, pursuant to the terms and conditions of
     this Agreement.  In addition, the full seven percent (7%) Royalty
     must be paid on (i) all "free goods" given to retailers (in lieu of
     slotting fees or otherwise) based upon the Net Sales price which
     otherwise would have been charged, and (ii) all "private label"
     sales of the Licensed Product permitted to be sold pursuant to
     Section 15 herein.

     (b)  Indirect Royalties.  In the event that Licensee makes a permitted
     Transfer pursuant to Section 18 and Licensee or an Affiliate
     receives a direct or indirect royalty, license fee or other
     compensation from such Person, the Royalties due Cumberland
     hereunder shall not be diminished thereby and, instead, shall be
     based upon the underlying Net Sales generated by such Person.
     Cumberland, in its sole discretion, may collect such Royalties due
     hereunder directly from such Person or from Licensee.

     (c)  Sales to Affiliates.  Licensee shall not sell or distribute the
     Licensed Products to an Affiliate for a price less than that
     Licensee usually charges non-Affiliates for such Licensed
     Products.

5.   Minimum Royalties.

     (a)  Initial Minimum Royalties.  Licensee shall pay Cumberland
     guaranteed Minimum Royalties ring each applicable Agreement
     Year in accordance with the following schedule:

Agreement Year              Minimum Royalty       Year
First Agreement Year          $  20,000.00        1999
Second Agreement Year         $  30,000.00        2000
Third Agreement Year          $  40,000.00        2001
Fourth Agreement Year         $  50,000.00        2002
Fifth Agreement Year          $  60,000.00        2003
Sixth Agreement Year          $  70,000.00        2004
Seventh Agreement Year        $  80,000.00        2005
Eighth Agreement Year         $  90,000.00        2006
Ninth Agreement Year          $ 100,000.00        2007
Tenth Agreement Year          $ 110,000.00        2008

     (b)  Increase in Minimum Royalties.  In the event the term of this
     Agreement is extended pursuant to Section 17 hereof, the
     Minimum Royalty due hereunder for the first extended Agreement
     Year shall be $150,000, and such Minimum Royalty shall be
     increased by $10,000 each Agreement Year thereafter.

6.   Payment of Royalties.  Within thirty (30) days after the end of
each calendar quarter of each Agreement Year, Licensee shall pay
Cumberland the Royalties, in immediately available funds, due as
follows:

     (a)  First Quarter.  For the first quarter of each Agreement Year, the
     payment shall be equal to one quarter (1/4) of the applicable annual
     Minimum Royalties or the amount of actual Royalties calculated
     from Net Sales, whichever is greater;

     (b)  Second Quarter.  For the second quarter of each Agreement Year,
     the payment shall be equal to one half (1/2) of the applicable annual
     Minimum Royalties or the amount of actual Royalties calculated
     from Net Sales for the first two (2) quarters, whichever is greater,
     less Royalties actually paid by Licensee for the prior quarter;

     (c)  Third Quarter.  For the third quarter of each Agreement Year, the
     payment shall be equal to three quarters ( ) of the applicable
     annual Minimum Royalties or the amount of actual Royalties
     calculated from Net Sales for the first three (3) quarters,
     whichever is greater, less Royalties actually paid by Licensee for
     the prior two (2) quarters; and

     (d)  Fourth Quarter.  For the fourth quarter of each Agreement Year,
     the payment shall be equal to the full applicable annual Minimum
     Royalties or the amount of actual Royalties calculated from Net
     Sales for the entire Agreement Year, whichever is greater, less
     Royalties actually paid by Licensee for the prior three (3) quarters.

7.   Failure to Meet Minimum.  Notwithstanding anything to the
contrary contained herein, in the event that during any Agreement Year
the Royalties calculated from Net Sales are not equal to or greater than
the applicable Minimum Royalty, Cumberland shall have the right to
terminate this Agreement or any License granted hereunder or the
exclusivity thereof, effective immediately, by giving Licensee written
notice of such termination.

8.   License Limitations.

     (a)  Trade Class.  Each Agreement Year after the First Agreement
     Year, Licensee must sell a sufficient quantity of Licensed Product
     in each Trade Class to generate one third (1/3) of the applicable
     Minimum Royalty in each Trade Class.  In the event Licensee
     fails to generate and maintain such one-third (1/3) Minimum
     Royalty in any particular Trade Class, Licensee's License to such
     particular Trade Class shall, at Cumberland's sole option,
     terminate, and such Trade Class will no longer be included as part
     of the License hereunder.  In such event, Licensee shall have no
     further rights to sell the Licensed Product to such Trade Class,
     unless otherwise agreed by Cumberland in writing, and
     Cumberland shall be permitted to manufacture, market, sell and
     otherwise distribute the Licensed Product in that Trade Class in
     the Licensed Territory or grant licenses to one or more third
     parties with respect to the same.  In addition, the applicable
     Minimum Royalty due hereunder shall not be reduced as a result
     of the forfeiture of Licensee's rights to a particular Trade Class.

     (b)  Initial Licensed Country.  Each Agreement Year after the First
     Agreement Year, Licensee must sell a sufficient quantity of
     Licensed Product in Canada and the United States (each an
     "Initial Licensed Country"), respectively, to generate one quarter
     (1/4) of the applicable Minimum Royalty in each Initial Licensed
     Country.  In the event Licensee fails to generate and maintain such
     one-quarter (1/4) Minimum Royalty in each particular Initial
     Licensed Country, Licensee's License to such particular Initial
     Licensed Country shall, at Cumberland's sole option, terminate,
     and such Initial Licensed Country will no longer be included as
     part of the License hereunder.  In such event, Licensee shall have
     no further rights to sell the Licensed Product to such Initial
     Licensed Country, unless otherwise agreed by Cumberland in
     writing, and Cumberland shall be permitted to manufacture,
     market, sell and otherwise distribute the Licensed Product in that
     Initial Licensed Country or grant licenses to one or more third
     parties with respect to the same.  In addition, the applicable
     Minimum Royalty due hereunder shall not be reduced as a result
     of the forfeiture of Licensee's rights to a particular Initial
     Licensed Country.

     (c)  Stand-Alone Entity.  Licensee represents and covenants that it is a
     stand-alone entity and shall not engage in any other business or
     activity other than the manufacture and sale of the Licensed
     Products hereunder and matters incidental thereto without
     Cumberland's prior written approval.

9.   Standards of Quality.  All of the Licensed Products sold by
Licensee under the Licensed Trademarks in the Licensed Territory shall at
all times be manufactured, marketed, sold and otherwise distributed in
accordance with the reasonable standards of quality and control required
by Cumberland.  Licensee shall not manufacture, market, sell or
otherwise distribute any Licensed Product under the Licensed Trademarks
if the same do not satisfy such standards of quality and control.  In order
to ensure that the Licensed Products meet such standards, Licensee shall
permit, and shall contractually cause each of Licensee's manufacturers,
brokers, salespersons and distributors to permit, Cumberland's
representatives to inspect at all reasonable times, upon reasonable notice,
any and all manufacturing plants, storage plants and/or shipping facilities
at which the Licensed Products are manufactured, processed, packaged,
stored and/or shipped, and Licensee shall have the right to be present at
such inspection.  Cumberland shall also have the right to obtain from time
to time, without charge, a reasonable number of samples of the Licensed
Product for testing purposes.  Said samples shall not be distributed by
Cumberland for any other purpose.

10.  Formulation and Product Samples.

     (a)  Formulations and Testing.  Cumberland shall have the right to
     inspect, test and approve in writing all formulations prior to their
     use in the Licensed Products for the purpose of assuring itself that
     the Licensed Products conform to the requirements and standards
     of each Governmental Agency and of Cumberland.  Such approval
     will not be unreasonably withheld and once granted shall not be
     withdrawn unless the Governmental Agency establishes new
     criteria or Licensee modifies or changes the formulation (with
     Cumberland's approval) in which event the approval process will
     be repeated as set forth herein.  Unless otherwise required by law,
     Cumberland agrees to maintain all formulations in strict
     confidence, with such formulations to be disclosed only to those
     representatives of Cumberland as are necessary on a need to know
     basis, and Cumberland will require such representatives to
     maintain such formulations in strict confidence.

     Cumberland shall be permitted, but not be obligated, to provide
advice and recommendations to Licensee with respect to improving
formulation, taste and texture of the Licensed Product.  Licensee agrees to
revise the product formulation consistent with Cumberland's
recommendations if such formulation is reasonably acceptable to
Licensee.  No product formulation shall be changed without
Cumberland's prior written consent.

     (b)  No Endorsement of Legality.  Anything to the contrary in Sections
     9 or 10 notwithstanding, Cumberland's approval or consent to any
     standard of quality or control, any product formulation, nutritional
     labeling or claims made on labels, shall not be deemed an
     endorsement of the legality or compliance of such standard or
     product formulation with the guidelines, laws, rules and
     regulations of any Governmental Agency, and Licensee shall
     remain solely responsible for such legality and compliance.

11.  Promotional Materials.

     (a)  Prior Approval.  Prior to Licensee's (i) use of the Licensed
     Trademark in association with a Licensed Product, (ii) marketing,
     selling or otherwise distributing a Licensed Product in a
     jurisdiction in the Licensed Territory where such products have
     not previously been marketed, sold or distributed, (iii) advertising,
     promoting or marketing a Licensed Product, or (iv) use of any
     Promotional Materials, Licensee will submit to Cumberland an
     exact copy or reproduction of all Promotional Materials to be used
     in connection therewith for Cumberland's written consent, which
     consent will not be unreasonably withheld or delayed.

     (b)  Legal Opinion.  Except for the packaging, labels or wrappers that
     have been previously approved by Cumberland, prior to
     submitting any other packaging, labels or wrappers (including text
     and claims appearing thereon) to Cumberland for approval,
     Licensee shall obtain an opinion of legal counsel at Licensee's
     cost (and forward the same to Cumberland along with such
     materials) in the appropriate jurisdiction where the Licensed
     Product is to be marketed, sold or otherwise distributed which
     provides that:

     (i)  Licensee's packaging, labels, wrappers, advertising or
     Promotional Materials used in connection with the Licensed
     Product are factually true and accurate and in compliance with all
     applicable laws, regulations or other requirements of each
     applicable Governmental Agency and are not otherwise false,
     misleading or deceptive; and

     (ii) to legal counsel's best knowledge, the Licensed Product is
     sufficiently distinctive in trade dress so as not to be confused with
     other products.

     In addition to the foregoing, and upon Cumberland's reasonable
request, prior to submitting any Promotional Materials not included in the
materials described in Subsection 11(b) to Cumberland for approval,
Licensee shall provide a legal opinion as set forth above.

     (c)  Timing of Rejection or Approval.  Either written approval of or
     written objection to the Promotional Materials will be given by
     Cumberland to Licensee within twenty (20) business days of the
     receipt of the foregoing.  Failure of Cumberland to object to the
     Promotional Materials within such twenty (20) day period shall be
     considered as approval thereof.

     (d)  Prohibition Against Use.  In the event Cumberland determines
     that the Promotional Materials do not comply with the foregoing
     conditions and all applicable laws, regulations or other
     requirements applicable to the marketing, sale or other
     distribution of the Licensed Products in such jurisdiction,
     Licensee shall not market, sell or otherwise distribute the
     Licensed Products in such jurisdiction until corrected.  It shall be
     Licensee's exclusive responsibility to monitor and comply with
     the packaging, advertising and labeling laws, rules and regulations
     in each country in which it advertises, markets, sells or otherwise
     distributes the Licensed Products and to promptly notify
     Cumberland of any changes therein.  Cumberland reserves the
     right, in its sole and absolute discretion, to prohibit or selectively
     preclude Licensee from using any Promotional Materials that
     specifically references that a Licensed Product "contains no
     saccharin" or is "saccharin free" or any similar usage thereto.

     (e)  Changes and Additions.  All new or revised Promotional
     Materials must be submitted to Cumberland for written approval
     in the same manner as set forth in this Section 11, which approval
     will not be unreasonably withheld.

     (f)  Co-Branding and Cooperative Advertising.

     (i)  All third-party co-branding or cooperative advertising of the
     Licensed Products must be approved in writing, in advance, by
     Cumberland.  Licensee shall furnish Cumberland with a copy of
     proposed contracts or agreements prior to Cumberland making a
     final determination of approval with respect thereto.

          (ii)      Any approved co-branded or cooperatively advertised Licensed
          Product shall be subject to all of the terms and conditions of this
          Agreement, including this Section 11.

          (iii)     The Licensed Trademarks must appear as prominently as and at
          least one hundred-fifty percent (150%) of the size of any
          co-branded or cooperatively advertised product name or mark on
          all Promotional Materials.

12.  Advertising and Promotional Efforts.  Licensee agrees to use best
efforts in the promotion and sale of the Licensed Products under the
Licensed Trademarks in the Licensed Territory.  Licensee agrees to
provide the advertising and promotion during each Agreement Year
necessary to achieve adequate sales of the Licensed Products.  Licensee
commits to expend the following minimum annual expenditures solely
for advertising and promoting the Licensed Product during each
Agreement Year (the "Minimum Capital Commitment"):

Agreement Year           Minimum Capital Commitment
                                        First Agreement Year       $150,000
Second Agreement Year              $200,000
                                   Third Agreement Year               $250,000

Notwithstanding anything to the contrary contained herein, in the event
Licensee fails to expend the Minimum Capital Commitment in any of the
First, Second or Third Agreement Years (taking into account Licensee's
Minimum Capital Commitment expenditures under the Original
Agreement), Cumberland shall have the right to immediately terminate
this Agreement, by giving Licensee written notice of such termination.

For each Agreement Year after the Third Agreement Year, Licensee shall
expend a Minimum Capital Commitment of the lesser of (i) $500,000
(adjusted each year for increases in the consumer price index), or (ii) 10%
of the Net Sales of the Licensed Product.  For purposes of this Section 12,
up to [25%] of the Minimum Capital Commitment for each year may be
comprised of costs associated with "slotting," "free" goods or trade
discounts .  Upon Cumberland's request, Licensee shall submit to
Cumberland satisfactory evidence that Licensee has the financial ability
to satisfy the Minimum Capital Commitment required hereunder.
Advertising and promotional expenditure may be spent on product
sampling, print, broadcast or other advertising media, promotional events
or other advertising as determined by Licensee.  Without prejudice to
Cumberland's right to terminate pursuant to Section 17 herein, in the
event of a shortfall in Licensee's advertising and promotional expenditure
during a particular Agreement Year after the Third Agreement Year,
Licensee shall increase its minimum advertising and promotional
expenditures for the ensuing Agreement Year by the amount of such
shortfall.  After the Third Agreement Year, Cumberland shall not
terminate this Agreement pursuant to Section 17 unless Licensee fails to
make the Minimum Capital Commitments as measured over a weighted
two (2) year average, provided, however, Cumberland may terminate the
Agreement immediately in the event that the Minimum Capital
Commitment shortfall in any Agreement Year is more than ten percent
(10%).

13.  Records and Access.

     (a)  Processing and Packaging Procedures.  Licensee shall follow such
     processing and packaging procedures as Cumberland shall
     reasonably specify to assure itself that the Licensed Products meet
     the requirements set forth in this Agreement.  Such processing and
     packaging procedures will include, at a minimum, the following:

     (i)  Licensee shall require all manufacturers to keep manufacturing
     records showing the number of items, sizes and lot numbers,
     permitting identification and tracing of each lot of each batch of
     Licensed Products completed and distributed.

     (ii) Licensee shall require all manufacturers to keep manufacturing,
     process and packaging records showing the history of each lot of
     each batch of Licensed Products, as well as any other information
     reasonably specified by Cumberland, in triplicate and will forward
     one copy of such records to Cumberland's offices by mail at
     Cumberland's request, unless Cumberland shall waive such
     requirement in writing.  Licensee agrees that it will require all
     manufacturers to maintain copies of such records on file for a
     period of five (5) years or such longer period if required to do so
     pursuant to Governmental Agency guidelines, laws, rules or
     regulations.

     (b)  Reports.  Within thirty (30) days after the end of each calendar
     quarter during the term of this Agreement, and for each period
     thereafter in which Licensee may generate Net Sales, Licensee
     shall submit a written report to Cumberland showing (i) a sales
     report for the preceding quarter to include the name of each
     customer, purchases made by such customer and the volume,
     value and Licensed Product sold to such customer separated by
     Trade Class and by countries within the Licensed Territory, and
     whether such Licensed Product was sold or otherwise distributed
     under the Licensed Trademark or under a "private label", (ii)
     details of any deduction from gross sales in arriving at Net Sales,
     (iii) all "free goods" shipped during the quarter, and (iv)
     documentation relating to Minimum Capital Commitment
     expenditures for the preceding quarter.  In addition, Licensee shall
     provide Cumberland with such oral reports and updates as
     Cumberland may reasonably request from time to time.  Such
     written report shall include a computation of the Royalties due
     based on such Net Sales calculated separately for each Trade
     Class and shall specifically identify each deduction from total
     gross sales used in arriving at Net Sales.

(c)Financial Statements.  On the date of this Agreement and within ninety
(90) days after the end of each fiscal year of Licensee during the term of
this Agreement, Licensee shall submit to Cumberland accurate and
complete copies of Licensee's annual financial statements (including
balance sheets and statements of income with notes) prepared in
accordance with generally accepted accounting principles, consistently
applied, and reviewed by independent certified public accountants, and
Cumberland agrees to maintain the same in confidence.  In addition,
Licensee shall furnish Cumberland with an accurate and complete copy of
any annual sales reports (or similar data) from any subscriptions it
maintains with information database services, such as Information
Resources, Inc. or Dunn & Bradstreet or services similar thereto.

(d)Audit.  Licensee shall keep its records in sufficient detail, and
Cumberland shall have the right at any time upon reasonable notice,
which shall be at least one (1) business day, during normal business hours
to have Licensee's records examined by any independent public
accountant or accountants or by a Cumberland representative to whom
Licensee shall have no reasonable objections for the sole purpose of
verifying the volume of inventories, the amount of distributions and sales
made, the amount of Royalties due under this Agreement and the amounts
spent on advertising and promotions.  Such examination shall be
conducted at Cumberland's expense.  However, if upon such examination
it is determined that the amount of Royalties paid to Cumberland was
short by five (5%) percent or more during any Agreement Year, then, in
addition to paying the shortage in Royalties to Cumberland, Licensee
shall pay for the cost of the examination plus interest on such shortage at
the Prime Rate, plus two percent (2%).

14.  Reputation, Goodwill and Misrepresentation.

(a)Reputation and Goodwill.  Licensee and Meridian warrant and
covenant that neither of them nor their Affiliates, employees, contractors,
representatives, brokers, agents or distributors, during the term of this
Agreement or thereafter, shall make any representations or use any
Promotional Materials in any manner that actually, or in Cumberland's
reasonable discretion may, adversely affect any legal right of Cumberland
or be detrimental to the good name and reputation of Cumberland or any
of the Licensed Trademarks.  Licensee and Meridian, on behalf of
themselves and their Affiliates, employees, contractors, representatives,
brokers, agents and distributors, warrants and covenants that each will
conduct their activities in an ethical manner so that they will not harm,
misuse or bring into disrepute the Licensed Trademarks, but on the
contrary, will attempt to maintain the value and reputation thereof to the
best of their ability.

(b)No Misrepresentation.  Licensee and Meridian, on behalf of
themselves and their Affiliates, employees, contractors, representatives,
brokers, agents and distributors, during this Agreement and thereafter,
shall not misrepresent the quality, composition, use, purpose or price of
any of the Licensed Products, nor make any promise or representation
contrary to the policy or instructions of Cumberland in any manner as set
forth in writing.

15.  Non-Compete.  Licensee, Meridian, the Managing Shareholders
and their respective Affiliates hereby covenant and agree that they shall
not establish, open, be engaged in, or in any manner whatsoever become
interested directly or indirectly in a business or product directly
competitive with the Licensed Product in the Licensed Territory during
the term of this Agreement and for a period of two (2) years after the
termination or expiration of this Agreement for any reason; provided,
however, that Licensee may distribute and sell Licensed Products under
"private label", (i.e., super market brands) without any inclusion or use of
the Licensed Trademark, and Licensee shall pay Cumberland Royalties on
all Net Sales of such "private label" Licensed Product sales on the same
terms and conditions as Licensed Product sales sold under the Licensed
Trademark.  In no event, however, shall "private label" sales during any
Agreement Year exceed twenty percent (20%) of all sales by Licensee of
Licensed Products made in conjunction with the Licensed Trademark,
without Cumberland's prior written consent.

16.  Indemnification and Insurance.

(a)Indemnification.  Except as provided in paragraph 3(c) hereof or with
respect to items specifically related to a breach by Cumberland hereunder,
Licensee hereby releases, indemnifies and holds Cumberland, its
shareholders, directors, officers, employees, agents, successors and
assigns, harmless from and against and in respect of any loss, liability,
damages, claims, costs and expenses (including reasonable attorneys'
fees) arising out of, relating to or in any way connected with this
Agreement, including, without limitation, the manufacture, packaging,
labeling, distribution, marketing, sale, content, consumption or
advertising of any of the Licensed Products or the compliance or
non-compliance with any applicable law, rule or regulation of any
jurisdiction.

(b)Insurance.  Licensee shall obtain and maintain an all risk liability
insurance policy (including product liability coverage) with a reputable
insurer in a minimum amount of one million dollars ($1,000,000) per
occurrence, which policy shall include Cumberland as an additional
named insured during the term of this Agreement.  Each Agreement Year,
Licensee shall cause such insurer or its successor to furnish Cumberland
with a certificate of proof of such insurance coverage on the insurer's
standard form.  Such policy shall be written on an "occurrence" basis, and
Cumberland shall be entitled to thirty (30) days written notice prior to the
non-renewal, cancellation or material modification of the terms and
conditions of such policy.  Every five (5) years from the date of this
Agreement, Licensee shall increase the amount of such insurance
coverage to reflect, at a minimum, the cumulative percentage increase in
the CPI during the preceding five (5) year period.

17.  Term and Termination.

(a)Term of Agreement.  Unless otherwise terminated as provided herein,
the initial term of this Agreement shall expire on December 31, 2008 with
an option for Licensee to renew for an additional seven (7) year period
upon providing Cumberland with not less than ninety (90) days and not
more than one hundred-eighty (180) days written notice prior to the
expiration of the initial term, provided that Licensee is not then in default
of this Agreement.  Any extension or renewal of this Agreement shall be
subject to the increase in Minimum Royalties as set forth in Section 5(b).
Following the expiration of any renewal term, either party may terminate
this Agreement at any time upon ninety (90) days prior written notice to
the other of its intention to terminate this Agreement.

(b)Termination.  Unless otherwise terminated as provided herein,
notwithstanding Subsection 17(a), either party hereto may immediately
terminate this Agreement by giving written notice to the other party if:

(i) the other party becomes insolvent or any voluntary petition in
bankruptcy or corporate reorganization is filed by or against such party, or
liquidation proceeding is commenced by or against such party; or

(ii) Licensee breaches any obligations under Sections 4 through 7, 11(b),
12, 15 or 18; or

(iii) the other party fails to perform any of its obligations under this
Agreement and, unless otherwise provided herein, such failure is not
cured within a reasonable time not exceeding thirty (30) days in the case
of non-payment related obligations, or ten (10) days in the case of
payment related obligations, after it has received written notice requesting
a remedy thereof.

(c)Accrued Obligations.  Termination or expiration of this Agreement
shall not relieve the parties hereto from their respective obligations which
shall have accrued hereunder prior to the effective date of such
termination or expiration.  Upon the expiration or termination of this
Agreement for any reason whatsoever, all rights and interest of Licensee
in and to the Licensed Trademarks shall automatically cease and
terminate and revert to Cumberland, and Licensee shall, upon request of
Cumberland, execute and deliver to Cumberland such papers and
documents as may be reasonably requested by Cumberland to evidence
such termination.  Upon termination or expiration of this Agreement, and
provided that Licensee is not in default hereunder, Licensee shall be
permitted ninety (90) days following the effective date of termination to
sell off its remaining inventory of Licensed Products not exceeding one
thousand two hundred (1,200) cases and shall pay Royalties on Net Sales
thereon in accordance with the terms and conditions of this Agreement.

(d)Right to Injunctive Relief.  Licensee expressly acknowledges that
Licensee's breach of this Agreement would cause Cumberland irreparable
harm to Cumberland's rights and interests in the Licensed Trademarks
which could not be adequately remedied at law, and therefore
Cumberland shall by entitled to injunctive relief in addition to any other
rights and remedies otherwise available to Cumberland at law or equity.

18.  Transfers and Right of First Refusal.

(a)Transfers.  Cumberland shall have the right to freely assign or delegate
any portion of its rights and obligations under this Agreement.   Neither
Licensee, Meridian nor the Managing Shareholders shall make a Transfer
without the prior written consent of Cumberland, which consent shall not
be unreasonably withheld, and any such attempted Transfer in violation
of this Section 18 shall be a material breach of this Agreement and entitle
Cumberland to immediately terminate this Agreement.  Notwithstanding
anything in this Section 18(a) to the contrary, either Managing
Shareholder  may sell individually to a third party purchaser up to
twenty-five percent (25%) of his shares of Meridian common stock held
on the date hereof, pursuant to the terms of the Warrant Agreement
(described in Section 20 hereof) without violating this Section 18(a).

     In the event Cumberland grants its consent pursuant to this
Section 18, any permitted transferee must expressly agree to be bound by
and assume and perform all of the obligations and duties of Licensee,
Meridian or the Managing Shareholders, respectively, as the case may be,
under this Agreement.  Notwithstanding anything contained herein to the
contrary, unless otherwise agreed in writing by Cumberland, Licensee,
Meridian and/or the Managing Shareholders shall not be relieved of any
of their duties or obligations under this Agreement in the event of a
Transfer.  As of the date hereof, each Managing Shareholder owns the
number of shares of Meridian stock as set forth on Exhibit B, attached
hereto and incorporated herein.

(b)Right of First Refusal.  Notwithstanding the foregoing, in the event of
a proposed Transfer, Cumberland shall have the right of first refusal with
respect to such proposed Transfer upon the same terms and conditions
offered by and to the prospective transferee.  Licensee, Meridian and/or
the Managing Shareholder(s), as the case may be (individually, the
"Transferor"), shall provide written notice to Cumberland of the terms of
any proposed Transfer and shall allow Cumberland thirty (30) days from
receipt of such written notice to exercise its right of first refusal.  In the
event that Cumberland declines to exercise its right of first refusal within
said thirty (30) days and consents to the Transfer, Licensee, Meridian
and/or the Managing Shareholder(s), as the case may be, may
consummate the Transfer on the same terms and conditions set forth in
the foregoing written notice.

(c)Annual Documentation.  In addition to the financial statements
Licensee must provide Cumberland pursuant to Section 13(c), during the
term of this Agreement, within thirty (30) days (unless otherwise agreed
to by Cumberland in writing) after Licensee and Meridian, respectively,
file their tax returns, Licensee and Meridian, respectively, shall each send
Cumberland a copy of their respective tax returns and a list of their
officers and directors.  Additionally, within forty-five (45) days (unless
otherwise agreed to by Cumberland in writing) after the end of each of
the Managing Shareholders' respective fiscal (or calendar) years during
the term of this Agreement, each Managing Shareholder shall execute a
written statement that sets forth the number of shares of stock such
Managing Shareholder owns in Meridian as of the close of the previous
fiscal year and send such written statement to Cumberland.

(d)Security Interest, etc.  Notwithstanding the foregoing, Licensee and
Meridian and their Affiliates shall not directly or indirectly mortgage,
pledge, hypothecate, grant a security interest in, collateralize or otherwise
encumber the License granted hereunder without the express written
consent of Cumberland, which consent may be withheld in Cumberland's
sole and absolute discretion.

19.  Review of Prospectus Materials.  Licensee and Meridian agree
that they will not disseminate any offering circular or placement
memorandum, press releases, prospectus, registration statement
(including but not limited to a Form 10 filed with the U.S. Securities and
Exchange Commission) or like materials that contain information about,
concerning or related to Cumberland, the License granted hereunder, the
Licensed Product or the Licensed Trademark (in each case, the
"Prospectus Materials"), without first (i) submitting drafts of the
Prospectus Materials to Cumberland for review, and (ii) giving due
consideration to any written comments Cumberland may submit
concerning the Prospectus Materials.  In the event that Cumberland has
comments concerning any provision of the Prospectus Materials it must
submit such comments in writing to Licensee and Meridian within three
(3) days of receiving such Prospectus Materials.  Notwithstanding
anything contained in this Section 19 to the contrary, the information
contained in the Prospectus Materials shall be the sole and exclusive
responsibility of Licensee and/or Meridian, and Licensee and Meridian
hereby agree to indemnify and hold Cumberland harmless from any
claims, actions or liability related to or arising out of the Prospectus
Materials.

20.  Warrant Agreement.  Pursuant to a Warrant Agreement  executed
simultaneous herewith, Meridian will issue Cumberland a warrant to
purchase up to three hundred and fifty thousand (350,000) shares of
Meridian common stock at an exercise price per share equal to the greater
of either (i) two dollars and fifty cents ($2.50), or (ii) fifty percent (50%)
of the average closing trading price during the twenty (20) day period
prior to Cumberland's exercise thereof (the "Warrant").  The Warrant
shall be exercisable through and until December 31, 2008, whether or not
this Agreement is terminated earlier for any reason.  Cumberland may
exercise the Warrant by notifying Meridian in writing of the number of
shares it desires to purchase and tendering the appropriate exercise price.
The issuance of the Warrant is evidenced by the Warrant Agreement
attached hereto and incorporated herein as Exhibit A.

21.  Miscellaneous.

(a)Entire Agreement.  This Agreement constitutes the complete
agreement between the parties and supersedes all prior or
contemporaneous agreements or representations, written or oral,
including the Original Agreement, concerning the subject matter of this
Agreement.  This Agreement may not be modified or amended except in
a writing signed by a duly authorized representative of each party, and no
other act, document, usage or custom shall be deemed to amend or
modify this Agreement.  This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors
and permitted assigns.

(b)No Waiver.  The waiver by either party of compliance with any
provision of this Agreement or any default or breach of this Agreement
shall not constitute a waiver of any other or subsequent compliance,
default or breach.  No act, delay or omission on the part of either party
shall be deemed a waiver unless expressly made in writing.

(c)Relationship of Parties.  The relationship of Cumberland and Licensee
shall be solely that of licensor and licensee.  Neither Licensee, Meridian
or the Managing Shareholders nor any of their Affiliates, agents,
representatives or employees shall be deemed agents, representatives or
employees of Cumberland.  Neither (i) Licensee, Meridian or the
Managing Shareholders, nor (ii) Cumberland shall have any right or
ability to enter into any contract or commitment in the name of, or on
behalf of, the other or to bind the other in any respect whatsoever.
Licensee, Meridian, the Managing Shareholders and Cumberland do not
intend to create any agency, partnership, joint venture or
employer-employee relationship.

(d)Notices.  Any notice, payment or statement required by this Agreement
shall be sent by registered or certified mail to the party to whom such
notice, payment or statement is required (pursuant to instructions of the
other party) at the address first set forth above for said party or as may be
changed and furnished by registered or certified mail.  Notice shall be
deemed delivered five (5) days after posting if sent from the United States
by registered or certified mail, postage prepaid, and addressed as set forth
in this Agreement.  Any notices required hereunder shall be sent to the
parties and addresses set forth below, or to such other place or person as
such person may designate in writing:

  If to Cumberland to:                    with a copy to
Jeffrey R. Eisenstadt                   Gregg M. Kander, Esq.
   Executive Vice President           Klett Lieber Rooney &
                                   Schorling
       Cumberland Packing Corp.           A Professional Corporation
         2 Cumberland Street                One Oxford Centre, 40th
                                   Floor
New York, New York 11205           Pittsburgh, Pennsylvania
15219
              Phone     (718) 858-4200           Phone     (412) 392-2021
               Fax  (718) 858-1145           Fax  (412) 392-2128






            If to Licensee to:                 with a copy to:

                 Alan Posner                        Samuel Goldfarb, Esq.
                 President                     Aronauer Golfarb Sills &
                              Re, LLP
      Old Fashioned Syrup Company, Inc.       444 Madison Avenue
         3350 Boca Raton Boulevard, Suite 28A    New York, New York 10022
Boca Raton, Florida 33431               Phone (212) 755-6000
           Phone                              Fax (212) 755-6006
                              Fax

(e)Enforceability.  In the event any one or more of the provisions
contained in this Agreement shall be held by a court or tribunal of
competent jurisdiction as invalid, illegal or unenforceable in any respect,
such court or tribunal may modify such provision to the minimum extent
possible to make such provision enforceable, and the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in
any way be affected or impaired thereby.

(f)Headings and Captions.  The titles or captions of sections and
subsections in this Agreement are provided for convenience of reference
only, and shall not be considered a part of this Agreement for purposes of
interpreting or construing or applying this Agreement, and such titles or
captions shall not define, limit, extend, explain or describe the scope or
extent of this Agreement or any of its terms or conditions.

(g)Governing Law.  This Agreement shall be governed by and interpreted
in accordance with the laws of the State of New York, without regard to
the conflicts of laws provisions of that or any other jurisdiction.  Each
party hereby submits to the laws and jurisdiction of the State of New
York, and neither party shall assert a defense of forum non conveniens or
the like in any action initiated therein.


          IN WITNESS WHEREOF the parties hereto have
executed this License Agreement as of the day and year first above
written.


Attest:                            CUMBERLAND
PACKING CORP.
                              By:/s/Marvin Eisenstadt
                              Marvin E. Eisenstadt, President


Attest:                            OLD FASHIONED
SYRUP COMPANY, INC.

                              By: /s/ Alan Posner
                                   Alan Posner, President


Attest:                            MERIDIAN HOLDINGS,
INC.

                              By:/s/Alan Posner
                                   Alan Posner, President


                                                            THE MANAGING
                              SHAREHOLDERS:
Witness:

________________________      /s/ Alan Posner
                               Alan Posner

Witness:

________________________      /s/ Mark Streisfeld
                                 Mark Streisfeld



<PAGE>

                   Exhibit A

                Warrant Agreement



<PAGE>

                    Exhibit B

Number of Shares of Meridian Stock Held by the Managing
                  Shareholders

               Managing Shareholder's Name             Number of Meridia
                         Shares

                    Alan Posner

                    Mark Streisfeld



<PAGE>

               WARRANT AGREEMENT

     THIS WARRANT AGREEMENT (this "Agreement") is made as of
September ___, 1999, by and between Meridian Holdings, Inc., with an
address at 3350 N. W. Boca Raton Blvd., Suite A-28, Boca Raton, Florida
33431 (the "Company") and Cumberland Packing Corp., with an address at
2 Cumberland Street, Brooklyn, New York, 11205 ("Cumberland").

                   WITNESSETH

     WHEREAS, the Company's wholly-owned subsidiary, Old
Fashioned Syrup Company, Inc. ("Syrup") entered into a License Agreement
with Cumberland, dated as of November 28, 1998 (the "Original License
Agreement"); and

     WHEREAS, Syrup, the Company and Cumberland have agreed to
amend and restate the Original License Agreement by entering into that
certain Amended and Restated License Agreement (the "Amended and
Restated License"), pursuant to which the Company has agreed to grant to
Cumberland certain warrants to purchase shares of the common stock of the
Company (the "Common Stock") pursuant to the terms set forth herein.

     NOW THEREFORE, the parties, in consideration of the mutual
premises set forth herein and in the Amended and Restated License, and
intending to be legally bound, the parties agree as follows:

     1.   Grant of Warrant.  The Company hereby grants to
Cumberland and its successors and assigns (the "Holder(s)") Warrants to
purchase up to 350,000 shares (the "Exercise Quantity") of the Common
Stock on the date of such purchase.  A Holder has the rights and obligations
provided for in the form of Warrant Certificate (as defined below) and in
this Agreement.

     2.   Warrant Certificate.

          (a)  Form of Warrant Certificate. Each Warrant shall be
evidenced by a certificate ("Warrant Certificate"), which Warrant Certificate
(and the form of election to purchase Common Stock and of assignment to
be attached thereto) shall be substantially the same as Exhibit A hereto and
may have such marks of identification or designations and such legends,
summaries, or endorsements printed thereon as the Company may deem
appropriate and which are not inconsistent with the provisions of this
Agreement, or as may be required to comply with any applicable law or with
any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Warrants may from time to time be
listed. The Warrant Certificate shall entitle the Holder thereof to purchase
such number of shares of Common Stock as shall be set forth therein at the
Exercise Price (as hereinafter defined) at such time or times as the Holder
may elect in its sole discretion, but the number of such shares of Common
Stock and the Exercise Price shall be subject to adjustment as provided
herein.
<PAGE>

          (b)  Countersignature and Registration.

               (i)  Each Warrant Certificate shall be executed on
behalf of the Company by its authorized officer, either manually or by
facsimile signature, shall have affixed thereto the Company's seal or a
facsimile thereof, and shall be attested by the Secretary or Assistant
Secretary of the Company, either manually or by facsimile signature.

               (ii) The Company will keep or cause to be kept,
at its principal office, books for the registration and transfer of the Warrant
Certificates issued hereunder.

          (c)  Transfer, Split-Up, Combination and Exchange of
Warrant Certificates.  At any time prior to the close of business on the Final
Expiration Date (as defined hereinafter), a Warrant Certificate may be
transferred, split up, combined or exchanged for another Warrant Certificate
or Warrant Certificates, entitling the Holder to purchase a like number of
shares of Common Stock as the Warrant Certificate or Warrant Certificates
surrendered then entitled such Holder to purchase;  provided, however, that
any transfer to an entity not majority-controlled by Cumberland requires the
prior written consent of the Company, which shall not unreasonably be
withheld.  Any Holder desiring to transfer, split up, combine or exchange
any Warrant Certificate or Warrant Certificates shall make such request in
writing delivered to the Company, and shall surrender the Warrant
Certificate or Warrant Certificates to be transferred, split up, combined or
exchanged at the principal office of the Company.  Thereupon the Company
shall deliver to the person entitled thereto a Warrant Certificate or Warrant
Certificates, as the case may be, as so requested.

          (d)  Subsequent Issue of Warrant Certificates.  Subsequent
to their original issuance, no Warrant Certificates shall be issued except (a)
Warrant Certificates issued upon any transfer, combination, split up or
exchange of Warrants pursuant to Section 2(c) hereof, (b) Warrant
Certificates issued in replacement of mutilated, destroyed, lost or stolen
Warrant Certificates, and (c) Warrant Certificates issued pursuant to Section
3(d) hereof upon the partial exercise of any Warrant Certificate to evidence
the unexercised portion of such Warrant Certificate.

     3.   Exercise of Warrants; Exercise Price; Expiration Date of
Warrants.

          (a)  The Holder of any Warrant Certificate may exercise
the Warrants evidenced thereby (except as otherwise provided herein) in
whole or in part upon surrender of the Warrant Certificate, with the form of
election to purchase attached thereto duly executed, to the Company at its
principal office, together with payment of the Exercise Price for each share
of Common Stock as to which the Warrants are exercised, at or prior to the
close of business on December 31, 2008 (the "Final Expiration Date"), or if
such day is not a Business Day (as defined below), then on the next
succeeding day that shall be a Business Day.  For the purposes of this
Section 3(a), "Business Day" means any day except a Saturday, Sunday or
other day on which commercial banking institutions in New York City are
authorized by law or executive order to close.

          (b)  The exercise price for each share of Common Stock
pursuant to the  exercise of a Warrant shall be equal to the greater of (i)
$2.50 per share of Common Stock issuable upon exercise of the Warrant, or
(ii) fifty percent (50%) of the average Current Market Value (as hereinafter
defined) per share of the Common Stock during the twenty (20) day period
immediately preceding an exercise of the Warrant (the "Exercise Price"),
shall be subject to adjustment from time to time as provided in Section 7
hereof and shall be payable in accordance with paragraph (c) below.

          (c)  Upon receipt of a Warrant Certificate representing
exercisable Warrants, with the form of election to purchase duly executed,
accompanied by payment of the Exercise Price for the shares to be
purchased and an amount equal to any applicable transfer tax required to be
paid by the Holder of such Warrant Certificate in accordance with Section
6 hereof in cash, or by certified check or cashier's check payable to the order
of the Company, the Company shall as soon as practicable (i) requisition
from any transfer agent of the Common Stock certificates for the number of
shares of Common Stock to be purchased and the Company hereby
irrevocably authorizes its transfer agent to comply with all such requests, (ii)
when appropriate, requisition from the Company the amount of cash to be
paid in lieu of issuance of fractional shares in accordance with Section 8
hereof, (iii) after receipt of such certificates, cause the same to be delivered
to or upon the order of the Holder of such Warrant Certificate, registered in
such name or names as may be designated by such Holder (assuming that
such transfer is made in accordance with the Securities Act of 1933, as
amended, and applicable state securities law and Sections 5 and 11 hereof)
and (iv) subject to Section 8 hereof, after receipt, deliver such cash to or
upon the order of the Holder of such Warrant Certificate.

          (d)  In case the Holder of any Warrant Certificate shall
exercise less than all the Warrants evidenced thereby, a new Warrant
Certificate evidencing Warrants equivalent to the Warrants remaining
unexercised shall be issued by the Company to the Holder of such Warrant
Certificate or to its duly authorized assigns, subject to the  provisions of
Section 8 hereof.

     4.   Cancellation and Destruction of Warrant Certificates.  All
Warrant Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall when surrendered to the Company be
canceled by it, and no Warrant Certificates shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Agreement.

     5.   Restrictive Legend.  Certificates representing shares of
Common Stock issued upon exercise of the Warrants, to the extent that and
for so long as required pursuant to the Securities Act of 1933, as amended,
and applicable state securities law, shall bear the following legend:

                    "THESE SECURITIES HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED (THE
          "SECURITIES ACT"), OR ANY
          SECURITIES LAWS OF ANY STATE
          AND MAY NOT BE TRANSFERRED
          WITHOUT REGISTRATION UNDER THE
          SECURITIES ACT OR STATE
          SECURITIES LAWS OR AN OPINION OF
          COUNSEL, SATISFACTORY TO
          MERIDIAN HOLDINGS, INC., THAT
          SUCH REGISTRATION IS NOT
          REQUIRED."

Any such legend shall be removed and the Company shall issue a certificate
without such legend upon request by the Holder if (a) such securities are
registered under the Securities Act, (b) the Company is provided with an
opinion of counsel reasonably acceptable to the Company to the effect that
a public sale or transfer of such security may be made without registration
under the Securities Act or (c) the Company is provided with reasonable
assurances that such securities can be sold pursuant to Rule 144(k) under the
Securities Act.

     6.   Reservation and Availability of Common Stock.

          (a)  The Company covenants and agrees that it will cause
to be reserved and kept available out of its authorized and unissued shares
of Common Stock or any shares of Common Stock held in its treasury, free
from preemptive rights and solely for the purpose of issue upon exercise of
the Warrants, that number of shares of Common Stock that will from time
to time be sufficient to permit the exercise in full of all outstanding
Warrants.

          (b)  The Company covenants and agrees that it will take
all such action as may be necessary to ensure that all shares of Common
Stock delivered upon the exercise of Warrants shall, at the time of delivery
of the certificates for such shares of Common Stock (subject to payment of
the Exercise Price), be duly authorized, validly issued, fully paid and
nonassessable shares.

          (c)  The Company further covenants and agrees that it will
pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the issuance or delivery of the
Warrant Certificates or of any shares of Common Stock upon the exercise
of Warrants, except that if the shares of Common Stock or new Warrant
Certificates shall be registered in a name or names other than the name of
the Holder, funds sufficient to pay all transfer taxes shall be paid by the
Holder of the Warrant at the time of delivery of the executed election to
purchase or promptly upon receipt of a written request of the Company for
payment.

          (d)  The Company shall promptly secure the listing of the
shares of Common Stock issuable upon exercise of the Warrant(s) upon each
national securities exchange or automated quotation system, if any, upon
which shares of Common Stock are then listed (subject to official notice of
issuance upon exercise of the Warrant(s)) and shall maintain, so long as any
other shares of Common Stock shall be so listed, such listing of all shares
of Common Stock from time to time issuable upon the exercise of the
Warrant(s) and the Company shall so list on each national securities
exchange or automated quotation system, as the case may be, and shall
maintain such listing of, any other shares of capital stock of the Company
issuable upon the exercise of the Warrant(s) if and so long as any shares of
the same class shall be listed on such national securities exchange or
automated quotation system.

<PAGE>

    7.   No Dilution or Impairment.

          (a)  Calculation and Adjustment of Exercise Quantity.
The Company acknowledges that the initial Exercise Quantity was
calculated based upon an intention that the full exercise of the Warrant
would result in the Holder obtaining shares of Common Stock constituting
6.2893% (the "Applicable Percentage") of the Company's Common Stock
and options, warrants (including the Warrants), convertible securities,
securities and other rights (in each case whether now existing or hereafter
issued or arising) to acquire from the Company shares of Common Stock
("Common Stock Equivalents") outstanding as of the date of exercise of the
Warrant (based on Five Million Two Hundred Fifteen Thousand (5,215,000)
shares of Common Stock issued or reserved for issuance upon conversion
of outstanding Common Stock Equivalents as of the date hereof).  It is the
intent of the parties hereto that after giving effect to the exercise in full of
the Warrants, the Holder's share ownership of the Common Stock will be
equal to the Applicable Percentage.  The Exercise Quantity shall be adjusted
upon each additional issuance of shares of Common Stock or Common
Stock Equivalents in order to maintain the Applicable Percentage.
Notwithstanding the foregoing, neither the Exercise Quantity nor the
Exercise Price shall be adjusted pursuant to this Section 7(a) as a
consequence of (i) an issuance of Common Stock or Common Stock
Equivalents at an issuance price per share greater than or equal to the then
current Exercise Price, (ii) a grant of Common Stock Equivalents at a
conversion or exercise price per share greater than or equal to the then
current Exercise Price, (iii) an issuance of shares in connection with the
Company's underwritten initial public offering of its Common Stock, or any
issuances of Common Stock or Common Stock Equivalents subsequent to
such offering, or (iv) the issuance or exercise of a warrant to purchase
50,000 shares of Common Stock pursuant to any license agreement
involving the Company and Cumberland relating to a sports drink product.

          (b)  Adjustment of Exercise Price and Number of Shares.
In addition to the foregoing, the Exercise Quantity and the Exercise Price
shall be subject to adjustment from time to time upon the occurrence of
certain events as follows:

               (i)  Reclassification, Consolidation or Merger.  In
case of any  reclassification or change of outstanding securities of the class
issuable upon exercise of this Warrant (other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), or in case of any consolidation or
merger of the Company with or into another corporation, or in case of any
sale of all or substantially all of the assets of the Company, or in case of a
share exchange in which 80% or more of the outstanding capital stock of the
Company is exchanged for capital stock of another corporation, any of
which transactions shall be referred to hereinafter as a "Corporate
Transaction," the holder shall have the right to receive the type and amount
of shares of stock and other securities and property to which such holder
would have been entitled if it had received Common Stock by exercise of
the Warrants immediately prior to such Corporate Transaction, and the
Exercise Price shall be adjusted accordingly. Notwithstanding anything to
the contrary herein, in the case of a Corporate Transaction, the Company
may, at its option, elect to purchase the Warrants from the holder thereof,
upon written notice to the holder, for cash in an amount equal to the dollar
value of the Common Stock that the Holder would have been entitled to
receive had (i) the Warrants been exercised immediately prior to the
Corporate Transaction, and (ii) such shares of Common Stock been
exchanged in the Corporate Transaction.

               (ii) Subdivision or Combination of Shares.  If the
Company at any time while this Warrant remains outstanding and unexpired
shall subdivide or combine its Common Stock, the Exercise Price shall be
proportionately decreased in the case of a subdivision or increased in the
case of a combination.

               (iii)     Stock Dividends.  If the Company at any time
while this Warrant is outstanding and unexpired shall pay a dividend of
Common Stock with respect to Common Stock payable in, or make any
other distribution with respect to Common Stock, then the Exercise Price
shall be adjusted, from and after the date of determination of shareholders
entitled to receive such dividend or distribution, to that price determined by
multiplying the Exercise Price in effect immediately prior to such date of
determination by a fraction, the numerator of which shall be the total number
of shares of Common Stock outstanding immediately prior to such dividend
or distribution and the denominator of which shall be the total number of
shares of Common Stock outstanding immediately after such dividend or
distribution.

               (iv) Adjustment of Number of Shares.  Upon each
adjustment in the Exercise Price, the number of shares of Common Stock
purchasable hereunder shall be adjusted, to the nearest whole share, to the
product obtained by multiplying the number of shares purchasable
immediately prior to such adjustment of the Exercise Price by a fraction, the
numerator of which shall be the Exercise Price immediately prior to such
adjustment and the denominator of which shall be the Exercise Price
immediately thereafter.

               (v)  No Impairment.  The Company will not, by
amendment of its charter documents or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities, or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed by it
hereunder, but will at all times in good faith assist in the carrying out of all
the provisions of this Warrant and in the taking of all such action as may
reasonably be requested by the holder of this Warrant in order to protect the
exercise privilege of the Holder of the Warrant against dilution or other
impairment, consistent with the tenor and purpose of this Warrant.  Without
limiting the generality of the foregoing, the Company (i) will not increase
the par value of any shares of Common Stock receivable upon the exercise
of this Warrant above the Exercise Price then in effect, and (ii) will take all
such actions as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.

               (vi) Stockholder Rights Plan.  Notwithstanding the
foregoing, in the event that the Company shall distribute "poison pill" rights
pursuant to a "poison pill" stockholder rights plan (the "Rights"), the
Company shall, in lieu of making any adjustment pursuant to Section 7
hereof, make proper provision so that each Holder who exercises a Warrant
after the record date for such distribution and prior to the expiration or
redemption of the Rights shall be entitled to receive upon such exercise, in
addition to the shares of Common Stock issuable upon such exercise, a
number of Rights to be determined as follows:  (i) if such exercise occurs on
or prior to the date for the distribution to the holders of Rights of separate
certificates evidencing such Rights (the "Distribution Date"), the same
number of Rights to which a Holder of a number of shares of Common
Stock equal to the number of shares of Common Stock issuable upon such
exercise at the time of such exercise would be entitled in accordance with
the terms and provisions of and applicable to the Rights; and (ii) if such
exercise occurs after the Distribution Date, the same number of Rights to
which a Holder of the number of shares into which the Warrant to be
exercised was exercisable immediately prior to the Distribution Date would
have been entitled on the Distribution Date in accordance with the terms and
provisions of and applicable to the Rights, and in each case subject to the
terms and conditions of the Rights.

               (vii)     Officer's Certificate.  Whenever the Exercise
Quantity or Exercise Price shall be adjusted as required by the provisions of
this Section 7, the Company shall forthwith maintain at its principal office
an officer's certificate showing the adjustment determined as herein
provided, setting forth in reasonable detail the facts requiring such
adjustment and the manner of computing such adjustment.  Each such
officer's certificate shall be signed by the chairman, president or chief
financial officer of the Company and by the secretary or any assistant
secretary of the Company.  Each such officer's certificate shall be made
available at all reasonable times for inspection by any Holder and the
Company shall, forthwith after each such adjustment, deliver a copy of such
certificate to each Holder.

     8.   Fractional Shares.  The Company shall not be required to
issue fractions of shares of Common Stock upon exercise of the Warrants
or to distribute certificates which evidence fractional shares of Common
Stock.  If any fraction of a share would be issuable upon exercise of the
Warrant, but for this Section 8, in lieu of fractional shares of Common
Stock, the Company may pay to the Holders of Warrant Certificates at the
time such Warrants are exercised as herein provided an amount in cash equal
to the same fraction of the Current Market Value of one share of Common
Stock computed to the nearest cent.  If the Company elects not, or is unable,
to make such a cash payment, the Holder shall be entitled to receive, in lieu
of the final fraction of a share, one whole share of Common Stock.

     9.   Determination of Market Value.  For purposes of this
Agreement, the Current Market Value of a share of Common Stock (the
"Current Market Value") shall be the closing price per share of Common
Stock on the date of determination.  The closing price for any day shall be
the last sale price, regular way, or, in case no such sale takes place on such
day, the average of the closing bid and asked prices, regular way, in either
case as reported in the principal consolidated transaction reporting system
with respect to securities listed or admitted to trading on the New York
Stock Exchange or, if the Common Stock is not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on the principal
national securities exchange on which the Common Stock is listed or
admitted to trading or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, the last quoted price or, if not
so quoted, the average of the high bid and low asked prices in the
over-the-counter market, as reported by NASDAQ (including the OTCBB),
the National Quotation Bureau Incorporated or such other system then in use
with respect to the Common Stock, or, if on any such date the Common
Stock is not quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market maker making a
market in the Common Stock selected by the Board of Directors.  If the
Common Stock is not publicly held or so listed or traded, the Current
Market Value shall mean the current value per share as determined in good
faith by the Board of Directors of the Company at its expense.  If a Holder
objects to the Current Market Value as so determined, an independent
investment banker reasonably acceptable to such Holder(s) and the
Company shall make a determination of Current Market Value which shall
be conclusive.  If such determination is five percent (5%) or more greater
than the current value as determined by the Board of Directors, then the
Company shall pay the reasonable costs and expenses of such independent
investment banker; otherwise the Holder(s) shall pay such costs and
expenses.

     10.  Registration of Common Stock.

          (a)  "Piggyback" Registration.  If at any time the
Company determines to register under the Securities Act of 1933, as
amended (including pursuant to a demand of any security holder of the
Company exercising registration rights but other than on a Registration
Statement on Form S-4 or Form S-8 or any similar or successor form or any
other registration statement relating to an exchange offer or offering of
securities solely to the Company's existing security holders or employees),
any of its Common Stock (except securities to be issued solely in connection
with any acquisition of any entity or business, shares issuable solely upon
exercise of stock options, shares issuable solely pursuant to employee
benefit plans or shares to be registered on any registration form that does not
permit secondary sales), and either Selling Existing Holder (as defined in
Section 14 below) also determines to register any of his shares of Common
Stock, it must give each Holder, written notice of such determinations at
least thirty (30) days prior to each such filing. If, within fifteen (15) days
after receipt of such notice, each Holder so requests in writing, the Company
must include in such registration statement ("Registration Statement") (to
the extent permitted by applicable regulation) all or any part of each
Holder's Warrants and the shares of Common Stock (or other securities
representing Common Stock) purchasable or purchased from time to time
under each Holder's Warrants (collectively, "Registrable Securities") that
each Holder requests to be registered.  Any Registrable Securities which are
included in any underwritten offering under this Section 10 shall be sold
upon such terms as the managing underwriters reasonably request.  If such
managing underwriter determines that a cutback in the number of shares to
be registered is necessary, such cut back shall be effected on a pro rata basis
among the shareholders of the Company requesting registration and each
Holder.  If a Holder disapproves of the terms of such underwriting, such
Holder may elect to withdraw therefrom by written notice to the Company
and the managing underwriter.  Nothing in this Section 10 shall preclude the
Company from discontinuing the registration of its securities being effected
on its behalf under this Section 10 at any time prior to the effective date of
the registration statement relating thereto.

     Each Holder hereby agrees that, if so requested by the Company or
any representative of the underwriters ("Managing Underwriter") in
connection with the registration of a public offering of equity securities of
the Company under the Securities Act of 1933, as amended ("Securities
Act"), that it shall not sell or otherwise transfer Warrants or any shares of
Common Stock or other securities of the Company (including a sale
pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act) during the ten (10) day period prior to and the 180-day
period (or such other lesser period as may be requested in writing by the
Managing Underwriter and agreed to in writing by the Company) ("Market
Standoff Period") following the effective date of a registration statement of
the Company filed under the Securities Act.  The Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such Market Standoff Period.  The Company will
pay all registration expenses in connection with Registrable Securities,
including without limitation all registration and filing fees; listing fees;
printing expenses; the fees and disbursements of counsel for the Company,
one counsel selected by the Holders and the Company's accountants, and
Blue Sky fees and expenses, but excluding underwriting commissions and
discounts applicable to a Holder's shares of Common Stock.

          (b)  Indemnification.

               (i)  In the event of any registration of any of the
Exercised Shares under the Act pursuant to this Section 10, the Company
will, to the extent permitted by law, indemnify and hold harmless each
Holder, its directors, officers or partners, each underwriter (if any) within
the
meaning of the Exchange Act (an "Underwriter") and each other person, if
any, who controls such Holder or such Underwriter within the meaning of
the Act or the Exchange Act (a "Controlling Person") against any losses,
claims, damages or liabilities, joint or several, to which such seller or
Underwriter or controlling person may become subject under the Act, the
Exchange Act, Blue Sky laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement under which such Exercised Shares
were registered under the Act, any preliminary prospectus or final prospectus
contained in the Registration Statement, or any amendment or supplement
to such Registration Statement, or arise out of or are based upon the
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; and the Company
will reimburse such Holder or such Underwriter and each such Controlling
Person for any legal or any other expenses reasonably incurred by
Cumberland or such Underwriter or Controlling Person in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case (i)
to the extent that any such loss, claim, damage or liability arises out of or is
based upon any untrue statement or omission made in such Registration
Statement, preliminary prospectus or prospectus, or any such amendment or
supplement, in reliance upon and in conformity with information furnished
to the Company by or on behalf of such Holder or such Controlling Person
specifically for use in the preparation thereof, or (ii) in the case of a sale
directly by such Holder or such Controlling Person (including a sale of such
shares through any underwriter retained by such Holder to engage in a
distribution solely on behalf of such Holder), such untrue statement or
alleged untrue statement or omission or alleged omission was contained in
a preliminary prospectus and corrected in a final or amended prospectus, and
such Holder failed to deliver a copy of the final or amended prospectus at or
prior to the confirmation of the sale of such shares to the person asserting
any such loss, claim, damage or liability in any case where such delivery is
required by the Securities Act or any state securities laws.

               (ii) In the event of any registration of any of the
Exercised Shares under the Act pursuant to this Agreement, each Holder
will, to the extent permitted by law, indemnify and hold harmless the
Company, each of its directors and officers, each Underwriter (if any) and
each Controlling Person, if any, of the Company or Underwriter against any
losses, claims, damages or liabilities, joint or several, to which the
Company, such directors and officers, any Underwriter or Controlling
Persons may become subject under the Act, Exchange Act, Blue Sky laws
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement under which such shares were registered under the Act, any
preliminary prospectus or final prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement,
or arise out of or are based upon any omission or alleged omission to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made,
not misleading, if the statement or omission was made in reliance upon and
in conformity with information furnished in writing to the Company by or
on behalf of such Holder, specifically for use in connection with the
preparation of such Registration Statement, prospectus, amendment or
supplement; provided, however, that the obligations of each Holder
hereunder shall be limited to an amount equal to the proceeds to each seller
of shares sold as contemplated herein, unless such liability arises out of or
is based on willful misconduct by such Holder.

               (iii)     Each party entitled to indemnification under
this Subsection 10(b) (the "Indemnified Party") shall give notice to the party
required to provide indemnification (the "Indemnifying Party") promptly
after such Indemnified Party has actual knowledge of any claim as to which
indemnity may be sought, and shall permit the Indemnifying Party to assume
the defense of any such claim or any litigation resulting therefrom; provided
that counsel for the Indemnifying Party, who shall conduct the defense of
such claim or litigation, shall be approved by the Indemnified Party (whose
approval shall not be unreasonably withheld); and, provided, further, that the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Indemnifying Party of its obligations under this Subsection 10(b).
The Indemnified Party may participate in such defense at such party's
expense; provided, however, that the Indemnifying Party shall pay such
expense if representation of such Indemnified Party by the counsel retained
by the Indemnifying Party would be inappropriate due to actual or potential
differing interests between the Indemnified Party and any other party
represented by such counsel in such proceeding.  No Indemnifying Party, in
the defense of any such claim or litigation shall, except with the consent of
each Indemnified Party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release
from all liability in respect of such claim or litigation, and no Indemnified
Party shall consent to entry of any judgment or settle such claim or litigation
without the prior written consent of the Indemnifying Party.

               (iv) In order to provide for just and equitable
contribution to joint liability under the Securities Act in any case in which
either (i) a Holder, if exercising rights under this Section 10, or any
Controlling Person of any Holder makes a claim for indemnification
pursuant to this Subsection 10(b) but it is judicially determined (by the entry
of a final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that
such
indemnification may not be enforced in such case notwithstanding the fact
that this Subsection 10(b) provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of such
Holder or any such Controlling Person in circumstances for which
indemnifications is provided under this Subsection 10(b), then, and in each
such case, the Company and such Holder will contribute to the aggregate
losses, claims, damages or liabilities to which they may be subject (after
contribution from others) in such proportion so that such Holder is
responsible for the portion represented by the percentage that the public
offering price of its shares offered by the Registration Statement bears to the
public offering price of all securities offered by such Registration Statement,
and the Company is responsible for the remaining portion, provided
however, that, in any such case, (A) such Holder will not be required to
contribute any amount in excess of the proceeds received from the sale of all
such shares offered by it pursuant to such Registration Statement and (B) no
person or entity guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from
any person or entity who was not guilty of such fraudulent
misrepresentation.

          (c)  Information by Each Holder.

               (i)  Any Holder, if it has shares included in any
registration, shall furnish to the Company such information regarding it and
the distribution proposed by it as the Company may request in writing and
as shall be required in connection with any registration, qualification or
compliance referred to in this Section 10.

               (ii) Each Holder shall report to the Company sales
made pursuant to any registration of Exercised Shares.

          (d)  Limitations on Subsequent Registration Rights.  The
Company shall not, without the prior written consent of each Holder, enter
into any agreement with any holder or prospective holder of any securities
of the Company which would allow such holder or prospective holder to
receive registration rights on terms more favorable than those granted herein.

     11.  Agreement of Warrant Holder.  The Holder consents and
agrees with the Company that:

          (a)  Warrant Certificates are transferable only on the
registry books of the Company if surrendered at its principal offices, duly
endorsed or accompanied by a proper instrument of transfer in accordance
with restrictions on transfer contained herein or in the Warrant Certificates;
and

          (b)  the Company may deem and treat the person in whose
name the Warrant Certificate is registered as the absolute owner thereof and
of the Warrants evidenced thereby (notwithstanding any notations of
ownership or writing on the Warrant Certificates made by anyone other than
the Company) for all purposes whatsoever, and the Company shall not be
affected by any notice to the contrary.

     12.  Warrant Certificate Holder Not Deemed a Stockholder.  No
Holder, as such, of any Warrant Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the shares of Common
Stock or any other securities of the Company which may at any time be
issuable on the exercise of the Warrants represented thereby, nor shall
anything contained herein or in any Warrant Certificate be construed to
confer upon the Holder of any Warrant Certificate, as such, any of the rights
of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders of the Company at
any meeting thereof, or to give or withhold consent to any corporate action,
or to receive notice of meetings or other actions affecting stockholders of the
Company, or to receive dividends or subscription rights, or otherwise, until
the Warrant or Warrants evidenced by such Warrant Certificate that shall
have been exercised in accordance with the provisions hereof.

     13.  Issuance of New Warrant Certificates.  Notwithstanding any
of the provisions of this Agreement or of the Warrants to the contrary, the
Company may, at its option, issue new Warrant Certificates evidencing
Warrants in such form as may be approved by its Board of Directors to
reflect any adjustment or change in the Exercise Price and the number or
kind or class of shares or other securities or property purchasable under the
Warrant.

     14.  Right of Co-Sale.  If at any time except when the registration
rights under Section 10 above apply, either or both of Alan Posner or Mark
Streisfeld (the "Selling Existing Holder") propose to sell shares of Common
Stock, including without limitation any options, warrants or other rights to
purchase Common Stock or securities convertible into Common Stock
("Shares") to parties other than a Holder (a "Third Party Purchaser") in a
transaction (the "Transaction"), the Selling Existing Holder shall have the
right to sell to the Third Party Purchaser, provided that, as a condition to
such a sale by the Selling Existing Holder, each Holder shall have the option
of selling to the Third Party Purchaser, at the same price per share and on the
same terms and conditions as involved in such sale by the Selling Existing
Holder, the same proportion of Shares owned by such Holder as the
proposed sale represents with respect to those Shares then owned (prior to
the proposed sale) by the Selling Existing Holder.  The right of co-sale of
each Holder shall be on the following terms and conditions:

          (a)  The Selling Existing Holder shall deliver to each
Holder a written notice advising each Holder of the right of co-sale pursuant
to this Section 14 (the "Co-Sale Notice"), which notice shall specify the
terms and conditions of the proposed sale and the purchase price.

          (b)  Each Holder, if it elects to exercise the right of
co-sale, shall give notice of such election in writing and delivered to the
Selling Existing Holder within ten (10) days after the date of the Co-Sale
Notice, which notice shall state the quantity of Shares such Holder elects to
sell.

          (c)  Each Holder, if it elects to exercise the right of
co-sale, shall deliver to the Selling Existing Holder for transfer to the Third
Party Purchaser one or more certificates or other appropriate documents,
properly endorsed for transfer, which represent the number of Shares such
Holder elects to sell pursuant to this Section 14.

          (d)  The Shares that each Holder delivers to the Selling
Existing Holder shall be transferred by the Selling Existing Holder to the
Third Party Purchaser in consummation of the sale of the Shares pursuant
to the terms and conditions specified in the Co-Sale Notice, and the Selling
Existing Holder shall promptly thereafter remit to such Holder that portion
of the sale proceeds to which Cumberland is entitled by reason of its
participation in such sale.

          (e)  The exercise or non-exercise of the co-sale rights of
each Holder hereunder to participate in one or more sales of Shares made by
a Selling Existing Holder shall not adversely affect their rights to participate
in subsequent sales of Shares made by a Selling Existing Holder.

          (f)  Each Holder, if it elects to exercise the right of
co-sale, shall pay its pro rata share (based on the total number of Shares to
be sold) of the expenses incurred in connection with such sale and shall be
obligated to join on a pro rata basis (based on the total number of Shares to
be sold) in any indemnification or other obligations that the Selling Existing
Holder originating the sale agrees to provide in connection with such sale;
provided, however, that such Holder shall not be obligated in connection
with such sale to agree to indemnify or hold harmless the purchasers with
respect to an amount in excess of the net proceeds paid to such Holder in
connection with such sale.

          (g)  Notwithstanding anything in this Section 14 to the
contrary, except with respect to a sale of all or substantially all of a Selling
Existing Holder's Shares, either Selling Existing Holder may sell
individually to one or more Third Party Purchasers a total of  up to twenty-
five percent (25%) of his shares of Common Stock as of the date hereof
before any Holder shall have a right of co-sale.  Any sale by a Selling
Existing Holder to a Third Party Purchaser which, alone or together with
earlier sales to one or more related parties or which are part of a related
series of transactions ("Related Sales"), exceeds the 25% threshold, shall
cause the right of co-sale to be effective on the following additional terms:

               (i)  If the sale which causes the 25% threshold to
be exceeded is a Related Sale, the calculation of the number of Shares that
each Holder may sell pursuant to this right of co-sale shall be made upon the
assumption that all Related Sales from the date hereof by the Selling
Existing Holder were made at the time of the sale which exceeded the 25%
threshold;

               (ii) The price per share of the Common Stock that
each Holder may sell under the right of co-sale shall be equal to the greater
of (1) the per share price in connection with the proposed sale that would
exceed the 25% threshold, or (2) the average price per share of all Related
Sales of Common Stock by the Selling Existing Holder (including the
proposed sale).

          (h)  In consideration of Cumberland's agreeing to execute
the Amended and Restated License, each Selling Existing Holder, by their
signatures to this Agreement, acknowledges and agrees to the terms of this
Section 14 and represents (i) that Exhibit B hereto is a complete list of the
Company's stockholders as of the date hereof (together with the number of
shares of Common Stock and Preferred Stock, as applicable, held by each)
and all Common Stock Equivalents and the holders of same, and (ii) that the
securities indicated with an asterisk (*) (for Alan Posner) or a double
asterisk (**) (for Mark Streisfeld) on such Exhibit B are those which are
deemed to be Shares of Messrs. Posner and Streisfeld, respectively, for
purposes of Sections 10 and 14(g) above.

          (i)  If any Shares of a Holder are not of the same type or
class as any shares of a Selling Existing Holder, such Holder and Selling
Existing Holder shall attempt to agree on a value of Holder's securities to
be sold to the Third Party Purchaser.  If agreement is not reached within ten
(10) days following the Holder's delivery of notice of election to the Selling
Existing Holder, an independent investment banker reasonably acceptable
to such Holder and Selling Existing Holder shall make a determination of
value which shall be conclusive.  If such determination is five percent (5%)
or more greater than the value determined by the Selling Existing Holder,
then the Selling Existing Holder shall pay the reasonable costs and fees of
such independent investment banker; otherwise the Holder shall pay such
costs and expenses.

          (j)  Within thirty (30) days following any sale of Shares
by either Selling Existing Holder, such Selling Existing Holder shall send
a written notice to Cumberland and each other Holder providing the amount
of Shares sold, the price, the name of the purchaser, the date of the sale, and
any other operative terms with respect to the sale.

     15.  Headings.  The headings in this Option Agreement are for
purposes of reference only, and shall not limit or otherwise affect the
meaning hereof.

     16.  Successors and Assigns.  The terms of this Agreement shall
be binding upon the Company, the Holders and their respective successors
and assigns.

     17.  Governing Law: Consent to Jurisdiction; Waiver of Jury
Trial. Etc.  THIS AGREEMENT AND ALL RELATED INSTRUMENTS
AND AGREEMENTS SHALL BE DEEMED TO BE CONTRACTS
MADE IN THE STATE OF NEW YORK, AND SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (WITHOUT GIVING EFFECT TO CONFLICT
OF LAWS) AND THE UNITED STATES OF AMERICA.  WITHOUT
EXCLUDING ANY OTHER JURISDICTION, EACH HOLDER AND
THE COMPANY IRREVOCABLY AGREE THAT THE STATE AND
FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, NEW
YORK, BOROUGH OF MANHATTAN, SHALL HAVE
NON-EXCLUSIVE JURISDICTION OVER PROCEEDINGS IN
CONNECTION HEREWITH.  EACH PARTY HEREBY WAIVES ANY
RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY OF ANY
DISPUTE (WHETHER A CLAIM IN TORT, CONTRACT, EQUITY, OR
OTHERWISE) ARISING UNDER OR RELATING TO THIS
AGREEMENT OR ANY RELATED MATTERS, AND AGREE THAT
ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING
WITHOUT A JURY.  EACH PARTY FURTHER AGREES NOT TO
ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM
THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF
ANY SUCH COURT.

     18.  Counterparts.  This Agreement may be executed in any
number of counterparts, each of which together constitute one instrument.

     WITNESS the due execution of this Warrant Agreement as of the
date first above written.

ATTEST:                  MERIDIAN HOLDINGS, INC.

                              By:/s/ Mark Streisfeld        By:/s/ Alan Posner

                 Print Name: Mark Streisfeld        Print Name: Alan Posner

                   Title:  President             Title:Chairman, Secretary

CUMBERLAND PACKING CORP.

By:   /a/ Marvin E. Eisenstadt
Print Name:  Marvin E. Eisenstadt
Title:  President


ACKNOWLEDGED AND AGREED with
respect to Section 14 hereof:


/s/ Alan Posner
Alan Posner

/s/ Mark Streisfeld
Mark Streisfeld


THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE
EXERCISE HEREOF ARE SUBJECT TO THE TERMS AND
PROVISIONS OF THAT WARRANT AGREEMENT DATED AS OF
SEPTEMBER 30, 1999 BETWEEN CUMBERLAND PACKING CORP.
("CUMBERLAND") AND MERIDIAN HOLDINGS, INC. (THE
"COMPANY") (AS THE SAME MAY BE SUPPLEMENTED,
MODIFIED, AMENDED, EXTENDED OR RESTATED FROM TIME TO
TIME, THE "WARRANT AGREEMENT").  AMONG OTHER THINGS,
THE WARRANT AGREEMENT CONTAINS PROVISIONS FOR
RESTRICTIONS ON TRANSFER AND REGISTRATION RIGHTS.  A
COPY OF THE WARRANT AGREEMENT IS AVAILABLE AT THE
EXECUTIVE OFFICES OF THE COMPANY.



           COMMON STOCK PURCHASE WARRANT

                September 30, 1999

     Capitalized terms used and not otherwise defined in this Warrant
shall have the meanings respectively assigned to them in the Warrant
Agreement referred to in the legend above.  The Company certifies and
agrees that Cumberland Packing Corp. and its successors and assigns
(referred to herein as the "Holder") is entitled to purchase from the Company
an Exercise Quantity initially equal to an aggregate of 350,000 shares of the
Company's Common Stock, par value $0.001 per share (the "COMMON
STOCK"), all upon the terms and provisions and subject to adjustment as
provided in the Warrant Agreement and this Common Stock Purchase
Warrant (the "WARRANT").  The exercise price per share of Common
Stock for which this Warrant is exercisable shall be equal to the greater of
(i) $2.50 or (ii) fifty percent (50%) of the average Current Market Value
during the twenty (20) day period immediately preceding an exercise of this
Warrant, as adjusted from time to time pursuant to the terms of this Warrant
and the Warrant Agreement (the "EXERCISE PRICE").

                 ________________

1.   Exercise of Warrant.

               1.1  This Warrant may be exercised by the Holder of this Warrant
          at any time during the term hereof in whole, or in part from
          time to time by presentation and surrender of this Warrant to
          the Company, together with the Exercise Form, in the form
          attached hereto as Exhibit A-1 (the "EXERCISE FORM"),
          duly completed and executed and payment in the aggregate
          amount equal to the Exercise Price multiplied by the number
          of shares of Common Stock being purchased.  Payment of
          the Exercise Price shall be made by check payable to the
          order of the Company. Upon the Company's receipt of this
          Warrant, the completed and signed Exercise Form and the
          requisite payment, the Company shall as soon as practicable
          issue and deliver (or cause to be  delivered) to the exercising
          Holder stock certificates aggregating the number of shares of
          Common Stock purchased.  In the event of a partial exercise
          of this Warrant, the Company shall issue and deliver to the
          Holder a new Warrant at the same time such stock
          certificates are  delivered, which new Warrant shall entitle
          the Holder to purchase the balance of the Exercise Quantity
          not purchased in that partial exercise and shall otherwise be
          upon the same terms and provisions as this Warrant.

               1.2  In the event the Holder of this Warrant desires that any or
 all
          of the stock certificates to be issued upon the exercise hereof
          be registered in a name or names other than that of the
          Holder of this Warrant, the Holder must so request in writing
          at the time of exercise, and pay to the Company funds
          sufficient to pay all stock transfer taxes (if any) payable in
          connection with the transfer and delivery of such stock
          certificates.

               1.3  Upon the due exercise by the Holder of this Warrant,
          whether in whole or in part, that Holder (or any other person
          to whom a stock certificate is to be so issued) shall be
          deemed for all purposes to have become the Holder of record
          of the shares of Common Stock for which this Warrant has
          been so exercised, effective immediately prior to the close of
          business on the date this Warrant, the completed and signed
          Exercise Form and the requisite payment are duly delivered
          to the Company, irrespective of the date of actual delivery of
          certificates representing such shares of Common Stock so
          issued.

               1.4  In lieu of physical delivery of the shares of Common Stock
          for which this Warrant is exercisable, provided the
          Company's transfer agent is participating in The Depository
          Trust Company ("DTC") Fast Automated Securities Transfer
          ("FAST") program, upon request of the Holder and in
          compliance with the provisions hereof, the Company shall
          use its best efforts to cause its transfer agent to electronically
          transmit such shares to the Holder by crediting the account
          of the Holder's Prime Broker with DTC through its Deposit
          Withdrawal Agent Commission system.  The time period for
          delivery described herein shall apply to the electronic
          transmittals described herein.

     2.   Surrender of Warrant: Expenses.

               2.1  Whether in connection with the exercise, exchange,
          registration of  transfer, replacement or put of this Warrant,
          surrender of this Warrant shall be made to the  Company
          during normal business hours on a Business Day (unless the
          Company otherwise permits) at the executive offices of the
          Company, 3350 NW 2nd Avenue, Suite A28, Boca Raton,
          FL 33431, or to such other office or duly authorized
          representative of the Company as from time to time may be
          designated by the Company by written notice given to the
          Holder of this Warrant.

               2.2  The Company shall pay all costs and expenses incurred in
          connection with the exercise, registering, exchange, transfer,
          replacement or put of this Warrant, including the costs of
          preparation, execution and delivery of warrants and stock
          certificates, and shall pay all taxes (other than any taxes
          measured by the income of any Person other than the
          Company) and other charges (subject to Section 1.2 hereof)
          imposed by law payable in connection with the transfer or
          replacement of this Warrant.

     3.   Warrant Register, Exchange, Transfer, Loss.

               3.1  The Company at all times shall maintain at its chief
          executive offices an open register for the Warrant, in which
          the Company shall record the name and address of each
          Holder to whom a Warrant has been issued or transferred,
          the number of shares of Common Stock or other securities
          purchasable thereunder and the corresponding purchase
          prices.

               3.2  This Warrant may be exchanged for two or more warrants
          entitling the Holder hereof to purchase the same aggregate
          Exercise Quantity at the same Exercise Price per share and
          otherwise having the same terms and  provisions as this
          Warrant.  The Holder may request such an exchange by
          surrender of this Warrant to the Company, together with a
          written exchange request specifying the desired number of
          warrants and allocation of the Exercise Quantity purchasable
          under the existing Warrant.

               3.3  Subject to the provisions of Section 11 of the Warrant
          Agreement, this Warrant may be transferred, in whole or in
          part, by the Holder or any duly authorized representative of
          such Holder.  A transfer may be registered with the Company
          by submission to it of this Warrant, together with an
          Assignment Form, in the form of Exhibit A-2 (the
          "ASSIGNMENT FORM"), duly completed and executed.
          Within five (5) Business Days after the Company's receipt of
          this Warrant and the Assignment Form so completed and
          executed, the Company will issue and deliver to the
          transferee a new Warrant representing the portion of the
          Exercise Quantity transferred at the same Exercise Price per
          share and otherwise having the same terms and provisions as
          this Warrant, which the Company will register in the new
          Holder's name.

               3.4  In the event of the loss, theft or destruction of this
Warrant,
          the Company shall execute and deliver an identical new
          Warrant to the Holder in substitution therefor  upon the
          Company's receipt of (i) evidence reasonably satisfactory to
          the company of such event (with the affidavit of an
          institutional Holder being sufficient evidence), and (ii) if
          requested by the Company, an indemnity agreement from
          any institutional Holder or an indemnity bond from anyone
          else reasonably satisfactory in form and amount to the
          Company.

     4.   Rights and Obligations of the Company and the Warrant Holder.
     The Company and the Holders of this Warrant are entitled to the
     rights and bound by the obligations set forth in the Warrant
     Agreement, all of which rights and obligations are hereby
     incorporated by reference herein.

     IN WITNESS WHEREOF, the Company has caused this Warrant to
be executed by
its duly authorized representative and its corporate seal, if any, to be
impressed hereupon and attested to by its Secretary or Assistant Secretary.


                                   MERIDIAN
HOLDINGS, INC.


By________________________________

Its_________________________________

Attest:

_________________________________
Secretary




<PAGE>

                    Exhibit A-1

               COMMON STOCK WARRANT
                   EXERCISE FORM


Meridian Holdings, Inc.
Attention:  President
_________________________________
_________________________________

     The undersigned Holder of the attached Warrant hereby irrevocably
elects to exercise the within Warrant for the purchase of _____ shares of
Common Stock, $0.001 par value per share, of Meridian Holdings, Inc. (the
"Company"), and herewith (please check as applicable) tenders payment for
such shares of Common Stock to the order of the Company in the amount
of $_____ per share (the Exercise Price currently in effect pursuant to this
Warrant) in accordance with the terms hereof by enclosing a check (payable
to the order of the Company) in the amount of $______________ in
payment of the purchase price thereof.

     The undersigned hereby surrenders this Warrant Certificate and all
right, title and interest therein to the Company and requests that a certificate
for such shares of Common Stock be registered on the stock transfer books
of the Company as follows:

Name of Transferee: ____________________________________________
State of Organization (if applicable):_______________________________
Federal Tax Identification or
  Social Security Number:________________________________________
Address:
______________________________________________________

     If this exercise of the Warrant is not an exercise in full, then the
undersigned Holder hereby requests that a new Warrant of like tenor
(exercisable for the balance of the shares of Common Stock underlying this
Warrant) be issued and delivered to the undersigned Holder at the address
on the warrant register of the Company.

Dated:__________________________
___________________________________________
                              (Name of Registered Holder -
Please Print)


By_______________________________________
                                   (Signature of Registered
Holder or
                                     of Duly Authorized
Signatory)


Title______________________________________

<PAGE>

                   Exhibit A-2

               COMMON STOCK WARRANT
                  ASSIGNMENT FORM


     For Value Received, the undersigned Holder of the attached Warrant
hereby sells, assigns and transfers to the transferee whose name and address
are set forth below all of the rights of the undersigned under the within
Warrant (to the extent of the portion of the within Warrant being transferred
hereby, which portion is ___________________________).

Name of Transferee:
________________________________________________
State of Organization (if
applicable):___________________________________
Federal Tax Identification or
  Social Security
Number:_____________________________________________
Address:
___________________________________________________________

     If this transfer is not a transfer of the Warrant in full, then the
undersigned hereby requests that, as provided in the within Warrant, a new
Warrant of like tenor respecting the balance of the Exercise Quantity not
being transferred pursuant hereto be issued in the name of and delivered to,
the undersigned.

     The undersigned does hereby irrevocably constitute and appoint
____________________ attorney to register the foregoing transfer on the
books of the Company maintained for that purpose, with full power of
substitution in the premises.

Dated:_________________________
____________________________________
                                                         (Name of Registered
Holder - Please Print)


By_________________________________
                                        (Signature of
Registered Holder or
                                                                  of Duly
Authorized Signatory)

Title________________________________

THIS WARRANT AND THE SHARES ISSUABLE UPON THE
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR QUALIFIED UNDER APPLICABLE
STATE SECURITIES LAWS. THIS WARRANT AND SUCH SHARES
MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN
COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF
ANY APPLICABLE STATE SECURITIES LAWS.

         ________________________________


            MERIDIAN HOLDINGS, INC.
           1999 STOCK INCENTIVE PLAN
1.   Purposes.

     The purpose of the 1999 Stock Incentive Plan (the "Plan") is to
(i) provide long-term incentives and rewards to employees, directors,
independent contractors or agents ("Eligible Participants")of Meridian
Holdings, Inc. ("Meridian") and its Subsidiaries; (ii) assist Meridian in
attracting and retaining employees, directors, independent contractors or
agents with experience and/or ability on a basis competitive with
industry practices; and (iii) associate the interests of such employees,
directors, independent contractors or agents with those of Meridian's
stockholders.

2.   Effective Date.

     The Plan is effective as of the date it is adopted by the Board of
Directors of Meridian, subject to the approval of the Plan by the holders
of at least a majority of the outstanding shares of Meridian common
stock present or represented and entitled to vote at the 1999 Annual
Meeting of Stockholders.  Awards may be made under the Plan on and
after its effective date subject to stockholder approval of the Plan
provided above.  In the event such approval of the stockholders is not
obtained, all awards granted under the Plan shall be null and void.

3.   Administration of the Plan.

     The Plan shall be administered by the Board of Directors of
Meridian and the Board shall be so constituted as to permit the Plan to
comply with the disinterested administration requirements under Rule
16b-3 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the "outside director" requirement of Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

     The Board shall have all the powers vested in it by the terms of
the Plan, such powers to include exclusive authority (within the
limitations described herein) to select the Eligible Participants to be
granted awards under the Plan, to determine the type, size and terms of
awards to be made to each Eligible Participant selected, to determine the
time when awards will be granted, when they will vest, when they may
be exercised and when they will be paid, to amend awards previously
granted and to establish objectives and conditions, if any, for earning
awards and whether awards will be paid after the end of the award
period.  The Board shall have full power and authority to administer and
interpret the Plan and to adopt such rules, regulations, agreements,
guidelines and instruments for the administration of the Plan and for the
conduct of its business as the Board deems necessary or advisable and to
interpret same.  The Board's  interpretation of the Plan, and all actions
taken and determinations made by the Board pursuant to the powers
vested in it hereunder, shall be conclusive and binding on all parties
concerned, including Meridian stockholders, any participants in the Plan
and any other Eligible Participant of Meridian.

          All employees of Meridian and all employees of
Affiliates shall be eligible to participate in the Plan.  The Board, in its
sole discretion, shall from time to time designate from among the
eligible employees and among directors, independent contractors or
agents those individuals who are to receive awards under and thereby
become participants in the Plan.  For purposes of the Plan, "Affiliate"
shall mean any entity, as may from time to time be designated by the
Board, that is a subsidiary corporation of Meridian (within the meaning
of Section 424 of the Code), and each other entity directly or indirectly
controlling or controlled by or under common control with Meridian.
For purposes of this definition, "control" means the power to direct the
management and policies of such entity, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling"
and "controlled" have meaning correlative to the foregoing.

4.   Awards.

     (a) Types.  Awards under the Plan shall be made with reference
to shares of Meridian common stock and may include, but need not be
limited to, stock options (including nonqualified stock options and
incentive stock options qualifying under Section 422 of the Code), stock
appreciation rights (including freestanding, tandem and limited stock
appreciation rights), warrants, dividend equivalents, stock awards,
restricted stock, phantom stock, performance shares or other securities or
rights that the Board determines to be consistent with the objectives and
limitations of the Plan.  The Board may provide for the issuance of
shares of Meridian common stock as a stock award for no consideration
other than services rendered or, to the extent permitted by applicable
state law, to be rendered.  In the event of an award under which shares of
Meridian common stock are or may in the future be issued for any other
type of consideration, the amount of such consideration shall (i) be equal
or greater than to the amount (such as the par value of such shares)
required to be received by Meridian in order to assure compliance with
applicable state law and (ii) to the extent necessary to comply with Rule
16b-3 of the Exchange Act, be equal to or greater than 50% of the fair
market value of such shares on the date of grant of such award.  The
Board may make any other type of award which it shall determine is
consistent with the objectives and limitations of the Plan.

     (b)  Performance Goals.  The Board may, but need not, establish
performance goals to be achieved within such performance periods as may
be selected by it in its sole discretion, using such measures of the
performance of Meridian and/or its Affiliates as it may select.

     (c)  Rules and Policies.  The Board may adopt from time to time
written rules and policies implementing the Plan.  Such rules and policies
may include, but need not be limited to, the type, size and term of awards
to be made to participants and the conditions for the exercise or payment
of such awards.  Rules relating to stock options and free-standing and
tandem stock appreciation rights (as distinguished from all other awards,
including, without limitation, warrants), attached hereto as Exhibit A, have
been approved by the Board subject to the approval of the Meridian
stockholders.  The rules set forth in Exhibit A may be amended by the
Board in  accordance with the provisions and subject to the limitations set
forth in Section 10 of the Plan.  The Board shall determine, in its sole
discretion, the extent to which rules and policies that it may adopt in the
future shall be subject to the approval of the Meridian stockholders and/or
limitations on the Board's  authority to amend such rules or policies.

     (d)  Maximum Awards.  An Eligible Participant may be granted
multiple awards under the Plan.  The maximum number of shares of
Meridian common stock subject to awards of stock options, warrants and
stock appreciation rights under the Plan, both individually and in the
aggregate with respect to each such type of award, that may be granted
during  any period of five consecutive calendar years to any one individual
shall be limited to 25,000.  To the extent required by Section 162(m) of the
Code, awards subject to the foregoing limit that are cancelled or repriced
shall not again be available for award under this limit.  With respect to
awards of stock, restricted stock, phantom stock, performance shares or
other forms of award conveying a similar economic benefit (but excluding
options, warrants and stock appreciation rights), the maximum number of
shares of  Meridian common stock that may be awarded during any period
of five consecutive years to any one individual shall be 25,000 and the
maximum number of shares of that may be awarded to all participants
under the Plan shall be 100,000,  in each such case on an individual and
aggregate basis with respect to each of such types of award.

5.   Shares of Stock Subject to the Plan.

     The shares that may be delivered or purchased or used for reference
purposes under the Plan shall not exceed an aggregate of 100,000 shares of
Meridian common stock.  Any shares subject to an award which for any
reason expires or is terminated unexercised as to such shares shall again be
available for issuance under the Plan.

6.   Payment of Awards.

     The Board shall determine the extent to which awards shall be
payable in cash, shares of  Meridian common stock or any combination
thereof.  The Board  may determine that all or a portion of a payment to a
participant under the Plan, whether it is to be made in cash, shares of
Meridian common stock or a combination thereof shall be deferred.
Deferrals shall be for such periods and upon such terms as the Board may
determine in its sole discretion.

7.   Vesting.

     The Board may determine that all or a portion of a payment to a
participant under the Plan, whether it is to be made in cash, shares of
Meridian common stock or a combination thereof, shall be vested at such
times and upon such terms as may be selected by it in its sole discretion.

8.   Dilution and Other Adjustment.

     In the event of any change in the outstanding shares of Meridian
common stock by reason of any split, stock dividend, recapitalization,
merger, consolidation, spin-off, reorganization, combination or exchange
of shares or other similar corporate change, such equitable adjustments
shall be made in the Plan and the awards thereunder as the Board
determines are necessary or appropriate, including,  if necessary, any
adjustments in the number, kind or character of shares that may be subject
to existing or future awards under the Plan (including by substitution of
shares of another corporation including, without limitation, any successor
of Meridian ), adjustments in the exercise, purchase or base price of an
outstanding award and any adjustments in the maximum numbers of shares
referred to in Section 4 or Section 5 of the Plan.  All such adjustments shall
be conclusive and binding for ail purposes of the Plan.

9.   Miscellaneous Provisions.

     (a)  Rights as Stockholder.  A participant under the Plan shall have
no rights as a holder of  Meridian common stock with respect to awards
hereunder, unless and until certificates for shares of such stock are issued
to the participant.

     (b)  Assignment to Transfer.  No award under this Plan shall be
transferrable by the participant or shall be subject to any manner of
alienation, sale, transfer, assignment, pledge, encumbrance or charge (other
than by or to Meridian), except (i) by will or the laws of the descent and
distribution (with all references herein to the rights or duties of holders or
participants to be deemed to include such beneficiaries or legal
representatives of the holders or participant unless the context otherwise
expressly requires); (ii) subject to the prior approval of the Board, for
transfers to members of the participant's immediate family, charitable
institutions, trusts whose beneficiaries are members of the participant's
immediate family and/or charitable institutions, trusts whose beneficiaries
are members of the participant's immediate family and/or charitable
institutions, or to such other persons or entities as may be approved by the
Board in each case subject to the condition that the Board be satisfied that
such transfer is being made for the estate and/or tax planning purposes on
a gratuitous or donative basis and without consideration (other than
nominal consideration) being received therefor.  Except as provided above,
during the lifetime of a participant, awards hereunder are exercisable only
by, and payable only to, the participant.  Notwithstanding anything to the
contrary contained herein, until the expiration of the phase-in period under
new Rule 16b-3 under the Exchange Act (as generally effective May 1,
1991, and amendments thereto), any derivative security the grant of which
is intended to be exempt from Section 16(b) under the Exchange Act shall
not be transferable or exercisable other than as permitted by former Rule
16b-3(d)(1)(ii) under the Exchange Act.

     (c)  Agreements.  All awards granted under the Plan shall be
evidenced by agreements in such form and containing such terms and
conditions (not inconsistent with the Plan) as the Board shall adopt.

     (d)  Compliance with Legal Regulations.  During the term of the
Plan and the term of any awards granted under the Plan, Meridian will at
all times reserve and keep available such number of shares as may be
issuable under the Plan, and will seek to obtain from any regulatory body
having jurisdiction, any requisite authority required in the opinion of
counsel for Meridian in order to grant shares of Meridian common stock,
or options to purchase such stock or other awards hereunder, and transfer,
issue or sell such number of shares of common stock as shall be sufficient
to satisfy the requirements of any options or other awards.  If in the opinion
of counsel for Meridian the transfer, issue or sale of any shares of its stock
under the Plan shall not be lawful for any reason including the inability of
Meridian to obtain from any regulatory body having jurisdiction authority
deemed by such counsel to be necessary to such transfer, issuance or sale,
Meridian shall not be obligated to transfer, issue or sell any such shares.  In
any event, Meridian shall not be obligated to transfer, issue or sell any
shares to any participant unless a registration statement which complies
with the provisions of the Securities Act of 1933, as amended (the
"Securities Act"), is in effect at the time with respect to such shares or other
appropriate action has been taken under and pursuant to the terms and
provisions of the Securities Act and any other applicable securities laws, or
Meridian receives evidence satisfactory to the Board that the transfer,
issuance or sale of such shares, in the absence of an effective registration
statement or other appropriate action, would not constitute a violation of
the terms and provisions of the Securities Act.  Meridian's obligation to
issue shares upon the exercise of any award granted under the Plan shall in
any case be subject to Meridian being satisfied that the shares purchased are
being purchased for investment and not with a view to the distribution
thereof, if at the time of such exercise a resale of such shares would
otherwise violate the Securities Act in the absence of an effective
registration statement relating to such shares.

     (e)  Withholding Taxes.  Meridian shall have the right to deduct
from all awards hereunder paid in cash any federal, state, local or foreign
taxes required by law to be withheld with respect to such awards and, with
respect to awards paid in stock, to require the payment (through
withholding from the participant's salary or otherwise) of any such taxes.
The obligation of Meridian to make delivery of awards in cash or Meridian
common stock shall be subject to currency or other restrictions imposed by
any government.

     (f)  No Rights to Award.  No Eligible Participant or other person
shall have any right to be granted an award under the Plan.  Neither the Plan
nor any action taken hereunder shall be construed as giving any employee
any right to be retained in the employ of Meridian or any of its subsidiaries
or shall interfere with or restrict in any way the rights of Meridian or its
subsidiaries, which are hereby reserved, to discharge the employee at any
time for any reason whatsoever, with or without good cause.

     (g)  Costs and Expenses.  The costs and expenses of administering
the Plan shall be borne by Meridian and not charged to any award nor to
any Eligible Participant receiving an award.

     (h)  Funding of Plan.  The Plan shall be unfunded.  Meridian
shall not be required to establish any special or separate fund or to make
any other segregation of assets to assure the payment of any award under
the Plan.

10.  Amendments and Termination.

     (a)  Amendments.  The Board may at any time terminate or from
time to time amend the Plan in whole or in part, but no such action shall
adversely affect any rights or obligations with respect to any awards
theretofore made under the Plan.

     Unless the holders of at least a majority of the outstanding shares
of Meridian common stock present, or represented, and entitled to vote at
a meeting of stockholders shall have first approved thereof, no amendment
of the Plan shall be effective which would (i) increase the maximum
number of shares referred to in section 5 of the Plan or the maximum
awards that may be granted pursuant to section 4(d) of the Plan to any one
individual or (ii) extend the maximum period during which awards may be
granted under the Plan.  For purposes of this section 10 (a), any (A)
cancellation and reissuance or (B) repricing of any awards made under the
Plan at a new option price as provided in Exhibit A hereto shall not
constitute an amendment of this Plan.

     With consent of the Eligible Participant adversely affected, the
Board may amend outstanding agreements evidencing awards under the
Plan in a manner not inconsistent with the terms of the Plan.

     (b)  Termination.  Unless the Plan shall theretofore have been
terminated as above provided, the Plan (but not the awards theretofore
granted under the Plan) shall terminate on and no awards shall be granted
after July __, 2009.

11.  Governing Law.

     The validity and construction of the Plan and any agreements
entered into thereunder shall be governed by the laws of the State of
Florida.



              SALES AGENCY AGREEMENT

     Agreement dated September 21, 1999, by and between The Old
Fashioned Syrup Company, a United States corporation, wholly owned
subsidiary of Meridian Holdings, Inc., having its principle office at 3350
N.W. Boca Raton, Blvd., Boca Raton, Florida USA (hereinafter called
"TOFS") and NAFPRO CANADA INC., a corporation incorporated
under the laws of Canada, with its principle office at 4962 Cherry street,
Stouffville, Ontario, L4A 7X4 (hereinafter called "Distributor").

     WHEREAS, TOFSC is engaged in the business of selling and
marketing certain brand name products and/or private label goods co-
packed for other companies; and

     WHEREAS, Distributor is desirous of acting as the exclusive
Distributor for certain of such brand name products in Canada as listed in
Schedule 1 attached hereto (collectively "PRODUCTS") and any private
label contract obtained;

     NOW, THEREFORE, consideration of the mutual premises
hereinafter set forth, the parties agree:

     Section 1.     Selected Distributor.  TOFSC hereby appoints
Distributor and Distributor hereby agrees to act, as TOFSC's exclusive
Distributor to sell and market the Products in the territory, hereinafter
defined, pursuant to the terms and conditions of this Agreement.
Distributor shall be the sole authorized Distributor for the Products in the
Territory and TOFSC shall not appoint other distributors in the Territory
or otherwise sell the Products in the Territory, except through Distributor.

     Section 2.     Territory.  The term "Territory" as used herein,
shall mean all areas and customers as outlined in Schedule 2 attached
hereto (collectively the "TERRITORY");

    Section 3.     Products, Assembling, Marketing and Reports

          (A)  TOFSC reserves the right to discontinue the
manufacture of, or to make such changes in the design, production,
testing, packaging or formula of the Product as it shall, in its absolute
discretion decide, provided it gives Distributor one hundred and twenty
(120) days prior written notice of any discontinuance or change.

          (B)  To insure the success of this Agreement to the
mutual benefit of TOFSC and Distributor, during the Term, as hereinafter
defined, TOFSC will not sell any of the Products or any competing
products/brands in the same categories (i) to any other person, firm or
company in the Territory, or (ii) to any person, firm or company outside
the Territory who it knows or has reason to believe intends to resell the
Products for use in the Territory.  TOFSC agrees to refer all parties to
Distributor who makes inquiries relating to the purchase of the Products
in the Territory.


          (C)  Distributor agrees to sell the products to all classes
of trade in the Territory and to (i) promote the sales of the Products
through the Territory to potential purchasers thereof; and (ii) study and
keep under review market conditions to ascertain the most likely areas
where or classes of customers to whom sales may be made.  Distributor
agrees to advise TOFSC of any sale inquiries it may receive for the
purchase of the Products outside the Territory and to report such
information to TOFSC

          (D)  Except for advertising expenses and approved coop
advertising which shall be the sole obligation of TOFSC pursuant to
Section II hereof, Distributor shall provide all customer marketing and
selling services for the Products throughout the Territory, including, but
not limited to, all selling, warehousing, order processing, handling,
shipping, collection, customer service and freight out services.
Distributor shall implement such marketing programs based on pricing,
promotion and payment terms approved by TOFSC in consultation with
Distributor but the sole discretion regarding pricing and promotion shall
remain with TOFSC.  TOFSC shall have the opportunity by prior notice
to participate in any sales meetings or other marketing discussions of
Distributor as they relate to Products.  Notwithstanding the foregoing,
TOFSC and Distributor agree that expenses related to advertising the
Products in nationally distributed magazines and periodicals in the
Territory shall be shared equally by the parties in advance of production
and placement.

          (E)  TOFSC shall, provide product liability insurance
coverage for their product(s).  A current copy shall be delivered to the
Distributor annually thirty (30) days prior to each renewal date.  Each
such policy shall provide that it may not be amended, canceled, or
otherwise modified without thirty (30) days prior notice to the
Distributor.

          (F)  Distributor shall have no authority to bind or
commit TOFSC to any agreements of any kind (except as expressly
agreed herein) nor shall Distributor have any authorization to incur any
debt, obligation, or liability or enter into any contract or commitment on
TOFSC's behalf.  Distributor shall be considered an independent
contractor.

Section 4.     Pricing, Payment, Title and Risk of Loss.

          (A)  Pricing.  The Products to be sold by Distributor in
accordance with this Agreement shall be sold by Distributor at the prices
listed in Schedule 1 in United States funds as agreed upon by TOFSC and
Distributor.  TOFSC shall have the right at any time from time to time to
adjust the sales prices for Products by giving Distributor written notice to
that effect not less than ninety (90) days prior to the date upon which the
adjusted price or pries are to become effective.

          (B)(i) Payment Terms and Title.  All payments shall be
made in United States Dollars.  The terms of payment by Distributor to
TOFSC are less 2% of invoice within ten days or net 30 days (-2%, 10
days, net 30 days.)

               (ii) Title to the Products and risk of loss thereof shall
pass to Distributor upon delivery thereof to Distributor F.O.B.
Distributor's principle office, as aforesaid.  Upon termination of this
Agreement, Distributor shall have the right to return any unsold Products
to TOFSC.

          (C)  Third Party Obligations.  Distributor acknowledges
and agrees that it may use ASSOCATED NATIONAL BROKERAGE
INC. or other third party to provide certain administrative services in the
territory.  Distributor agrees that it shall be solely responsible for all
payments, charges and costs that are incurred under such service
agreements and shall indemnify and hold TOFSC and its Representatives
(as hereinafter defined) harmless from any and all costs or liabilities on
account of such service agreements.  Distributor agrees that it shall not
amend any such service agreement as it relates to the Products without
the prior written consent of TOFSC.

          (D)  Defective Products.  TOFSC warrants that each
Product delivered thereunder shall be free from defects in material and
workmanship and fit and sufficient for the purpose intended and shall
comply with all applicable governmental laws and regulations.  TOFSC
will promptly cause to be replaced at TOFSC's expense Products which
prove to be defective whether by reason of defects in material,
workmanship, design, specifications, fitness for purpose or compliance
with applicable laws and regulations.  TOFSC will pay all transportation
charges for shipment of replaced Products to Distributor.  All replaced
Products shall be shipped to Distributor F.O.B. Distributor's principle
office.  Notwithstanding the foregoing, Distributor acknowledges and
agrees that it has examined the label for the Products utilized by TOFSC
in the U.S. and that such label satisfies the labeling requirements for the
Territory.

     Section 5.     Force Majeure.  If, because of force majeure,
Distributor or TOFSC shall be unable to deliver or market the Products
then the obligations of Distributor or TOFSC, as the case may be, under
this agreement shall be suspended to the extent made necessary by such
force majeure.  If Distributor or TOFSC is affected by force majeure it
shall give notice to the other as promptly as practicable of the nature and
probably duration of force majeure.  The term "force majeure" shall
mean, acts of God or governmental authority, fires, explosions, floods, or
other causes beyond the reasonable control of Distributor or TOFSC.

     Section 6.     Indemnification's.  TOFSC hereby indemnifies
Distributor and its officers, directors, distributors and shareholders
("Representatives") against and agrees to hold them harmless from any
and all damages, loss, liability, expense (including, without limitation,
reasonable out-of-pocket expense of investigation involving Distributor)
and cost incurred or suffered by them on account of any actual or alleged
injury to person, including trademark infringement claims and product
liability claims, arising out of the manufacture and sale of the Product,
unless such damage due to an unauthorized representation or the
negligence of Distributor, in which case there shall be no obligation of
TOFSC to indemnify hereunder.  Distributor hereby indemnifies TOFSC
and its officers, directors, distributors and shareholders
("Representatives") against and agrees to hold them harmless from any
and all damage, loss, liability, expense (including, without limitation,
reasonable out-of-pocket expense of investigation and attorneys' fees and
expense in connection with any action, suit or proceeding brought by,
against or involving TOFSC and cost incurred or suffered by them on
account of any actual or alleged damage to person arising out of the
negligence or intentional misconduct of Distributor in selling or
marketing of t he Product unless such damage is also due to the
negligence of TOFSC in which case there shall be no obligation of
Distributor to indemnify hereunder.  The provisions of this Section 6 shall
survive termination of this Agreement.

                         Section 7.     Confidentiality.
          (A)  Confidential Information.  Distributor agrees to
treat as confidential all data and information concerning the Product,
including the formulas, manufacturing procedures and other confidential
information ("Confidential Information") of TOFSC.  Distributor further
agrees not to reveal, divulge or make known to any person, nor use such
Confidential Information, either in its own behalf or on behalf of any
third party, for any purpose whatsoever, during or after any relationship
with TOFSC.  Distributor will take the steps necessary to protect
information, data or other tangible or intangible property of its own that it
regards as proprietary or confidential, to insure that such Confidential
Information is not disclosed.  Such confidentiality obligation shall not
apply with respect to any Confidential Information (i) which is or
hereafter becomes publicly available otherwise than by breach of
Distributor's obligations hereunder or (ii) which is or comes into
possession of Distributor from a third person under no obligation of
confidentiality to TOFSC or (iii) which Distributor is required by law to
disclose.  Distributor agrees that, without TOFSC's written prior consent,
it shall not release to the press, other communication or media,
subcontrators, or consultants, or any other persons, information, new
items, general publicity or advertising pertaining to this Agreement or the
Products hereunder.  Any breach by Distributor of such confidentiality
provision shall be deemed a material breach of a material term of this
Agreement pursuant to Section 11(A)(i).  The provisions of this Section 8
shall survive the termination of this Agreement.

     Section 8.     Term.  The term of this agreement ("Term") shall
commence on September 27, 1999 ("Effective Date") and, unless
terminated earlier as provided in Section 12 hereof, shall be for an initial
period of two (2) years, and automatically renewable for additional
successive five (5) year periods, provided that either party can terminate
at any time by one hundred and ninety (90) days prior written notice.

     Section 9.     Commissions.  In consideration for Distributor's
services hereunder, Distributor shall receive a commission
("Commission") during the Term of this Agreement equal to Five (5%)
percent of the aggregate Net Sales for all TOFSC manufactured
PRIVATE LABEL products sold by the Distributor.  The term "Net
Sales" as used in this Agreement shall mean the gross sales volume in
Canadian dollars achieved by Distributor for all products for which it acts
as a Distributor hereunder, less discounts, returns and allowances.

     Section 10.    Marketing.  Subject to Section 3(D) hereof,
TOFSC shall be responsible for all trade shows, marketing and
advertising expenses for the Products, including coupon redemption or
Co-op allowances and listing fees.

                         Section 11.    Termination

          (A)  Termination Events.  Either party shall have the
right at any time during the continuance of the following events affecting
the other party, to terminate this Agreement by giving one hundred and
eighty (180) days written notice to the other as provided herein, and upon
the termination of such one hundred eighty (180) day period this
Agreement shall terminate if such event has not been cured and still
continues:

          (i)  (a)   a receiver, trustees or liquidator of either party
is appointed for any of its properties or assets; (b) a party admits in
writing its inability to pay its debts as they mature; (c) a party makes a
general assignment for the benefit of creditors; (d) a party is adjudicated
as bankrupt or insolvent; (e) a petition for the reorganization of a party or
plan of arrangement with its creditors, or its dissolution or liquidation is
filed under any law or statute and such petition is not stayed, vacated or
dismissed within ninety (90) days; or (f) a party ceases doing business
and commences dissolution or liquidation;

          (ii) the other party is unable to perform its duties
hereunder for a period of six (6) months in any one period of twelve (12)
calendar months; or

          (iii)     as to Distributor only, if Distributor becomes
subject to the control of any firm or company which markets products in
the product categories of the Products.

     Notwithstanding the foregoing, TOFSC shall have the right at any
time to terminate this Agreement by giving one hundred and eighty (180)
days written notice to Distributor in the event Distributor is not
discharging its responsibilities hereunder or if Distributor is incapable of
so doing, in such case as determined by TOFSC in its sole discretion, and
upon termination of such one hundred and eighty (180) days period this
Agreement shall terminate if such event has not been cured and still
continues.

          (B)  Surviving Rights.  Any termination of this
Agreement except as otherwise herein provided shall (i) be without
prejudice to the ten existing rights and liabilities hereunder of either party
including indemnification rights; (ii) require Distributor to deliver to
TOFSC all books, papers, plan, drawings, literature, documents, samples
and other property of TOFSC of any kind whatsoever which have come
into its possession in the course of its duties hereunder, and (iii) not
release Distributor from its undertakings hereunder regarding
confidentiality of information.  Distributor on or before the effective date
of termination shall remove any reference either to its appointment
hereunder as Distributor which may exist on its premises, vehicles or
stationary and to arrange for the cancellation of any such references on
advertisements or directories at the next reprinting.

     Section 12.    Assignment.  Distributor shall not have the right to
assign this Agreement without prior written consent of TOFSC.

     Section 13.    Entire Agreement.  This Agreement constitutes the
entire understanding and agreement between the parties hereto and the
terms of this Agreement cannot be waived or modified, except by an
express agreement in writing signed by both parties.  Any waiver by
TOFSC or Distributor of a breach of this Agreement shall not be
considered a waiver of any subsequent breach of the same or any other
term or condition of this Agreement.

     Section 14.    Governing Law.  This Agreement shall be
governed by and interpreted under the laws of Ontario Canada without
giving effect to the principles of conflict of laws thereof.  Each of the
parties hereto hereby irrevocably consents to the service or process in any
action or proceeding by the mailing thereof by registered or certified mail
postage prepaid at its address set forth herein.

     Section 15.    Notices.  All notices, requests, demands or other
communications under this Agreement or in connection therewith shall be
in writing and, unless otherwise specifically provided herein, shall be
deemed to have been given when delivered personally or when sent by
certified or registered mail, return receipt requested, or by overnight mail
or fax to the respective parties at the address of each party herein set forth
or to such other address as either party shall designate by notice given to
the other as provided in this paragraph.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written.

               NAFPRO CANADA INC.                 OLD FASHIONED
                                   SYRUP COMPANY


By:        /s/   Francis A. Newton            By:  /s/ Alan Posner
   Title: V.P. Sales                             Alan Posner CEO
<PAGE>

SCHEDULE 1
September
21,
                                             1999

     Sweet 'N Low  Sugar Free Chocolate Flavored Syrup

     Costs in USA funds, F.O.B. Atlanta, Georgia

     12 x 500g per case "Canadian" label

                              Cost      $20.00
                              Less      - 2.00
               Distributor Allowance    $18.00
                           Less 10%      -1.82
               Truckload Allowance
                              Total     $16.38

          Terms: 2% 10 days, net 30 days

     Sweet 'N Low  Sugar Free Chocolate Flavored Syrup

     4 x 1 US gallon per case

     Cost in USA funds, F.O.B. Atlanta, Georgia

                              Cost      $32.00
               Less       - 2.00   Distributor Allowance
                    $30.00
                             Less 10%    -3.00      Truckload Allowance
               Total   $27.00

          Terms: 2% 10 days, net 30 days

<PAGE>

CHEDULE 2

TERRITORY FOR "PRODUCTS"

The territory is described as all of Canada including the Northwest
Territories.

TERRITORY FOR "PRIVATE LABEL" SALES

The territory is described as all of Canada including the Northwest
Territories.




                     AGREEMENT

     Promotional and consulting services of Francis Anthony a/k/a "The
Love Chef" in relationship to the products of OLD FASHIONED SYRUP
CO., INC. ("O.F.S. Co."), presently formulated and future products.

     Francis Anthony will represent, publicize, promote and increase
market exposure of and demand for O.F.S. Co.'s present and future
products.

Terms

     Agreement shall remain in full force and effect after initial twenty-
four (24) month period, or as further agreed between the parties.

Compensation

     Stock:  - Upon acceptance of ten thousand (10,000) shares of
MDHG stock to be delivered in the name of Francis Anthony and/or other
names so directed.

     There shall be a stock option of an additional 10,000 shares, at
current market price at the time of execution of this Agreement, to be
exercised within term limits of this Agreement or any extensions thereof.

Commissions/Bonuses

     All Business directed to or engineered by Francis Anthony and/or
his associates to OLD FASHIONED SYRUP CO. or its designees shall be
percentage negotiated on each occurrence.

     All Business to include: wholesale, retail, co-pack, direct and TV
marketing.

Expenses

     OLD FASHIONED SYRUP CO. will promptly reimburse all
expenses incurred by Francis Anthony on their behalf with regard to
promotional venues provided that such expenses are approved in advance
by O.F.S. Co..

Advertising

     The terms of this agreement do not convey any authorization to
O.F.S. Co. to utilize any of the three marks, Francis Anthony, "The Love
Chef", or "Cooking with Love" on packaging, print or electronic media,
unless a separate and compensated agreement shall be made, apart from
this understanding.

     Notwithstanding the above, O.F.S. Co. may utilize the above
referenced marks in press releases for its business, disclosure and reporting
documents required under the securities laws and in promotions for sale of
O.F.S. Co.'s securities.

     Francis Anthony agrees that the use of the Sweet 'N Low
trademarks is subject to restrictions under a license agreement between
O.F.S. Co. and Cumberland Packing Corp. and that he will not use the
Sweet 'N Low  name or trademark without the prior consent of O.F.S.
Co.

                              ACCEPTED FOR                  ACCEPTED FOR


    /s/ Alan Posner  -   6/1/99              /s/ Francis Anthony    - 6/3/99
   Alan Posner/CEO      Date          Francis Anthony               Date










<PAGE>

              STOCK OPTION AGREEMENT

     Stock Option Agreement made June 6, 1999, between Meridian
Holdings, Inc., with an address at 3950 N.W. Boca Raton Blvd., Suite A-
28, Boca Raton, FL 33431 ("Company") and Francis Anthony, with an
address at 210 Fifth Avenue, Suite 1102, New York, New York 10010
("Anthony").
                    WITNESSETH:
     WHEREAS, Company has engaged Anthony to provide certain
promotional and consulting services for its products; and
     WHEREAS, in connection with such engagements, the Company
has agreed to grant Anthony certain stock options.
     NOW, WHEREFORE, it is agreed as follows:
     1.   Stock Option.  As a further incentive and inducement to
Anthony to provide promotional and consulting services to the Company,
the Company hereby grants to Anthony the option to purchase from it,
upon the terms and conditions set forth below, an aggregate of 10,000
shares of the authorized and unissued common shares of the Company.
The granting of this option shall be subject to the approval of the
shareholders of the Company at the shareholders' meeting which is to be
held at the earliest date following the signing of this Agreement.
     2.   Terms of Stock Option.  The stock option awarded under
this Agreement shall be subject to the following terms and provisions:
          (a)  The option price shall be 100% of the mean
between the highest price and the lowest price per shares for the
Company's common stock as quoted in the OTC "Pink Sheets" on the date
of this Agreement;
          (b)  The option may be exercised with respect to all or
some of the shares at any time from the date hereof until the expiration of
the promotional and consulting services agreement between the Company
and Anthony dated as of the date hereof ("Consulting Agreement");
          (c)  The right to purchase the option stock may be
exercised in whole or in part up to the expiration date.  Notice of exercise
will be delivered to the Company, stating the number of shares with
respect to which the option is being exercised and specifying a date, not
less than five (5) nor more than ten (10) days after such notice, as the date
on which Anthony will deliver payment for such stock.  On the date
specified in such notice, the Company will deliver to Anthony certificates
for the number of shares with respect to which the option is being
exercised, against payment for them by certified check for the option price;
          (d)  Anthony will not have any rights with respect to any
shares on which this option has been exercised if payment has not been
made in the manner expressed in the previous paragraph;
          (e)  The option price and the number of shares shall be
subject to equitable adjustment, as determined by the certified public
accountants for the Company, if, while this option is outstanding, there is a
change in the common shares of the Company through the declaration of
share dividends, or recapitalization resulting in stock split-ups,
combinations or exchanges of shares or otherwise;
          (f)  During his lifetime, the option rights granted to
Anthony shall be exercisable only by him, and none of his rights shall be
subject to sale, transfer, hypothecation or assignment except by will or the
laws of descent and distribution.  If the Consulting Agreement terminates,
all remaining rights under this option shall terminate;
               If Anthony dies during the term of the Consulting
agreement, his legal representative shall have the right within three months
thereafter to exercise in whole or in part, any option which was available
to Anthony at the time of his death.
     3.   Approvals.  The obligation of the Company to grant
Anthony the option awarded under this Agreement shall be subject to the
approval of such public bodies or agencies, if any, as may have jurisdiction
in the matter.
     IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first set forth above.
MERIDIAN HOLDINGS, INC.

By:   /s/ Alan Posner
Alan Posner, CEO

     /s/ Francis Anthony
Francis Anthony




                SUPPLIER AGREEMENT

     THIS SUPPLIER AGREEMENT (this "Agreement") is made
this ____ day of July, 1999, by and between The Old Fashioned Syrup
Company, Inc., a __________ corporation ("OFSC") and Beverage
House, Inc., a Georgia corporation ("Supplier").

     A.   Supplier wishes to be designated by OFSC as a
manufacturer and supplier of the product described on Exhibit A (the
"Product").

     B.   OFSC is willing to designate Supplier as a manufacturer
and supplier of the Product, subject to compliance by Supplier with the
terms and conditions of this Agreement, as it may be amended from time
to time throughout its term (this Agreement, together with all
attachments and exhibits shall be collectively referred to herein as the
"Agreement").

     1.   Product.  Supplier shall develop, manufacture and supply
the Product in accordance with the specifications for the Product
described on Exhibit A.  The Product shall not be substituted, modified,
or otherwise changed from these specifications without first obtaining
OFSC's written approval of such change, such approval not to be
unreasonably withheld.

     2.   Term.  This Agreement shall be in effect commencing
___________, 1999, with an initial term of two (2) years, expiring on
______ 2001 ("Initial Term").  This Agreement shall terminate at the end
of the Initial Term if written notice to terminate is given by either party
at least thirty (30) days prior to the last day of the Initial Term.
Otherwise, following the Initial Term, this Agreement shall
automatically renew and continue for additional six (6) months term(s)
("Renewal Term(s)") unless canceled by either party with at least thirty
(30) days written notice prior to the last day of any Renewal Term.  This
Agreement may also be terminated earlier pursuant to the provisions of
this Agreement.  Notwithstanding anything contained herein, the volume
of Product ordered and the number of orders placed during the Initial or
Renewal Terms shall be determined solely by orders placed pursuant to
Section 3.

     3.   Order and Delivery.

          3.1.  Orders shall be placed in writing by OFSC, sent by
U.S. Mail, or facsimile or personally delivered to Supplier at the address
set forth below (the "Order").  Acceptance of any Order is expressly
limited to the terms thereof.  OFSC shall allow forty-five (45) normal
working days for delivery of Supplier's first three production runs.
OFSC shall allow thirty (30) normal working days for delivery of all
other Supplier production runs.  OFSC agrees that no Product shall be
delivered until all microbiological tests have been performed on each
production run and each production run passes such microbiological
tests.

          3.2.  All Orders shall be shipped F.O.B. Supplier's
facilities in Cartersville, Georgia and in accordance with those
requirements contained in the Order.  The risk of loss or damage in
transit shall be upon OFSC.  Supplier shall in the event of a delay or
threat of delay, due to any cause in the production or delivery of the
Product hereunder, immediately notify OFSC and shall include with
such notice all relevent information with respect to such delay or
threatened delay.

     4.   Price.  The prices of the Product are set forth in Exhibit
B.

     5.   Payment.  Supplier shall invoice OFSC for all Product
units produced during each production run required to fill an Order,
regardless of whether all Produce such units produced are required to
satisfy the Order (the "Invoice").  Each Invoice is payable by OFSC
within thirty (30) days from the date of the Invoice.

     6.   Exclusivity

          6.1 Supplier agrees that the Product will be manufactured
for and supplied exclusively to OFSC and that Supplier shall not
manufacture, supply, or sell the Product, or any product packed in
configuration packing similar to OFSC's Product packaging, under
Supplier's own label to third parties, or under any private label for or to
any other party, unless expressly agreed to in writing OFSC.

          6.2 At OFSC's request, Supplier shall enter into a
Customer Mold Agreement with Berlin Packaging in the form attached
hereto as Exhibit C (the "Mold Agreement").  The Mold Agreement
provides for the production of exclusive Product packaging to be used by
Supplier.  OFSC agrees to purchase such quantity of Product so that the
minimum production requirements set forth in the Mold Agreement shall
be met during the term of the Mold Agreement.  In the event OFSC does
not order such minimum quantities, OFSC agrees to pay Supplier the
difference between the Product quantity ordered and the minimum
production requirements times the amortization rate set forth in the Mold
agreement.  In the event OFSC satisfies the minimum quantity
requirement or pays to Supplier any ammortization costs owed to Berlin
Packaging, then Supplier shall transfer ownership of the mold(s) created
under the Mold Agreement to OFSC.

     7.   Quality Control.

          7.1  Packaging.  The Product and all packaging and
promotional materials used in connection with the Product ("Packaging
and Promotional Material") shall be of a consistent and high quality
which conform to the standards developed by OFSC or developed by
Supplier and approved by OFSC.  The quality and style of the Product
and Packaging and Promotional Material shall be at least as high as
similar goods presently sold or distributed by Supplier.

          7.2  Inspection.  Supplier will cooperate with OFSC
to permit an inspection of the production facility prior to Supplier's
production of the Products.  Supplier agrees to permit two inspections
per year of its operation to allow OFSC to monitor the qulity of Products
offered by Supplier to ensure they conform to OFSC's standards,
provided OFSC gives Supplier 24 hours prior notice of such inspection.
Supplier shall also provide OFSC with access to its qulity assurance data
documentation.  Notwithstanding the above, OFSC will be entitled to
additional inspections under the same notice requirements in the event it
receives written or verbal complaints from consumers or retailers
regarding the quality of the Product or quality of the Packaging.  OFSC
shall provide copies of all such complaints to Supplier.

     8.   Representation and Warranties of Supplier. Supplier
represents and warrants, which warranties and representations will
survive the term of this Agreement.

          8.1 that the Product will conform to all specifications,
including but not limited to those contained in Exhibit A, and will be
merchantable, free from defects and will be fit for the purpose intended;

          8.2 that the Product, including food articles, food
ingredients, food packaging, and food labeling relating to or comprising
the Product or any part thereof that is supplied by Supplier and
delivered, sold or transferred to OFSC hereunder shall be manufactured,
stored and delivered in full compliance iwth all applicable federal, state
and local statutes, rules and regulations (the "Regulations");

          8.3 that the Product shall be manufactured, stored and
delivered in accordance with appropriate "Good Manufacturing
Practices" or similar practices that may be promulgated under the
Regulations as applicable;

          8.4 that the Product shall not be adulterated or
misbranded within the meaning of the Regulations;

          8.5   that the Product shall not be a food product which
may not, under the Regulations, be introduced into interstate commerce
except as provided herein;

          8.6 that Supplier has the facilities and capacity to
manufacture and supply the Product to OFSC in accordance with the
specifications set forth on Exhibit A; and

          8.7 that Supplier is free to enter into this Agreement, that
Supplier's execution of this Agreement has been duly approved by all
applicable corporate procedures, that this Agreement constitutes a legal,
valid and binding obligation of Supplier, and that to Supplier's
knowledge this Agreement will not violate the rights of any third party.

These warranties shall be in additional to all other warranties, express,
implied or statutory and in addition to all obligations contained in this
Agreement.  Payment for, inspection of, or receipt of the Product by
OFSC shall not constitute a waiver of any breach or warranty.

     9.   Representations and Warranties of OFSC.  OFSC
represents and warrants, which warranties and representations will
survive the term of this Agreement:

          9.1 that OFSC has the right to use the Sweet 'N Low
brand artifical sweetener and the associated Sweet 'N Low  trademarks
and logos (the "Marks") for the manfuacture of the Product throughout
the Initial Term of this Agreement and any Renewal Term hereof;

          9.2 that OFSC will have sufficient customers to require
production of the Product in the quantities contemplated by the terms of
this Agreement and any Renewal Term hereof;

          9.2 that OFSC will have sufficient customers to require
production of the Product in the quantities contemplated by the terms of
this Agreement and the Mold Agreement;

          9.3 that any food ingredients, food packaging, and food
labeling relating to or comprising the Product or any part thereof that is
supplied by OFSC and delivered, sold or transferred to Supplier
hereunder shall be manufactured, stored and delivered in full compliance
with the Regulations; and

          9.4 that OFSC is free to enter into this Agreement, that
OFSC's execution of this Agreement has been duly approved by all
applicable corporate procedures, that this Agreement constitutes a legal,
valid and binding obligation of OFSC, and that to OFSC's knowledge
this Agreement will not violate the rights of any third party.

These warranties shall be in addition to all other warranties, express,
implied or statutory and in addition to all obligations contained in this
Agreement.  Receipt of payment for the Product by Supplier shall not
constitute a waiver of any breach or warranty.

     10.  Non-Conformity.  In the event the Products do not
conform to the sample or prototype approved by OFSC, then OFSC shall
be permitted to reject all non-conforming shipments and shall be entitled
to, at OFSC's option, replacement products or reimbursement for the
costs (including shipping and delivery charges) of the Products.

     11.  Widescale Defects/Recall

          11.1 Whenever Supplier becomes aware that any
ingredient or component of a Product covered by this Agreement is or
may become harmful to persons or property or that a Product is
mislabeled, Supplier shall immediately give notice thereof to OFSC and
Supplier shall provide all relevant information with respect thereto.

          11.2 In the event it is deemed necessary by OFSC and
Supplier to recall any quantity of the Product, from any store of OFSC or
from any consumer, both parties agree to take such reasonable steps
necessary to protect the interests of the public and to comply diligently
with all product recall procedures established by the Food and Drug
Administration.

     12.  Insurance.  Supplier agrees to maintain during the entire
term of the Agreement commercial, general liability insurance, including
product liability coverage, in minimum amounts of $1,000,000.00 per
occurrence for damage, injury and/or death to persons and $1,000,000.00
per occurrence for damage and/or injury to property.  Supplier further
agrees to require all of its delivery personnel to be licensed to drive,
whether they are employees or independent contractors.  All policies of
liability insurance required to be effected by Supplier shall cover
Supplier's employees, agents, and independent contractors and shall
include OFSC as an additional insured.  Upon execution of this
Agreement, and annually thereafter, Supplier shall promptly provide
OFSC with certificates of insurance evidencing such coverage and each
certificate shall indicate that coverage represented thereby shall not be
canceled or modified until at least thirty (30) days prior notice has been
given to OFSC.

     13.  Default and Termination.

          13.1 In the event either party:

               (a) breaches any term or condition of this
Agreement; or

               (b) abuses or misrepresents its status as a supplier
and/or seller of the Product to the detriment of the other party, or

               (c) becomes the subject of any proceeding under
the Bankruptcy Act, becomes insolvent or any assignment is made for
the benefit of creditors or a trustee is appointed for all or any portion of
the party's assets, or

               (d) fails to comply with the Regulations,

then, the non-breaching party, in its sole discretion, may terminate this
Agreement with fifteen (15) days written notice to the breaching party.

          13.2 Notwithstanding anything to the contrary, in the
event the party's breach is for noncompliance with the Regulations,
termination shall be effective immediately.

          13.3 The failure to terminate the Agreement upon the
occurrence of one or more of these events of default by a party shall not
constitute a waiver or otherwise affect the right of the non-breaching
party to terminate the Agreement as a result of a continuing or
subsequent failure or refusal by the breaching party to comply with any
such obligations.  Failure by the non-breaching party to exercise any of
its rights or remedies hereunder or to insist on strict compliance with any
of the terms of this Agreement shall not constitute a waiver of any of the
terms or conditions of this Agreement with respect to any other
subsequent breach nor shall it constitute a waiver by the non-breaching
party of its rights at any time thereafter to require strict compliance with
the terms of this Agreement.

          13.4 Upon termination, OFSC shall pay Supplier any
supplier any outstanding Invoices.

          13.5 Upon termination, Supplier agrees as follows:

               (a) Supplier shall immediately pay all sums due
and owing to OFSC;

               (b) Supplier shall immediately case the further
production and manufacturing of the Product; and

               (c) Supplier shall cease any further use of the
Marks and shall not thereafter, directly or indirectly hold itself out or
represent itself as affiliated in any way with OFSC.

     14.  Indemnity.

          14.1 Supplier agrees to indemnify and hold OFSC, its
officers and directors, employees or agents, customers and users of the
Product, harmless from all claims, demands, losses, liability, suits at law
or in equity, costs and expenses, including reasonable attorney's fees,
resulting from injury, illness and/or death caused, in whole or in part, by
contact with, use and/or consumption of the Product, unless (and then
only to the extent) such injury, illness and/or death is caused by the sole
negligence or misconduct of OFSC.  In the event of any claim,
threatened claim, or notification of either which may be the subject of
indemnification provided for in this Section, OFSC will give Supplier
prompt written notification thereof and provide Supplier with such
reasonable assistance in the response and prosecution of any defense as
Supplier may request, at Supplier's expense.    Upon OFSC's tendering
any suit to Supplier, Supplier shall defend the same at its sole cost and
expense.  If Supplier fails to assume such defense, OFSC may defend the
action in the manner it deems appropriate, and Supplier shall pay to
OFSC all costs, including reasonable attorneys' fees, incurred by OFSC
in effecting such defense, in addition to any sum which OFSC may pay
by reason of any settlement or judgment against OFSC.  The provisions
of this Section 14.1, and the indemnity hereunder, shall survive this
Agreement and any performance hereunder.

          14.2 OFSC agrees to indemnify and hold Supplier, its
officers and directors, employees or agents, customers and users of the
Product, harmless from all claims, demands, losses, liabilities, suits at
law or in equity, costs and expenses, including reasonable atotrney's fees,
resulting from the breach of any of OFSC's Marks.  In the event of any
claim, threatened claim, or notification of either which may be the
subject of indemnification provided for in this Section, Supplier will
give OFSC prompt written notification thereof and provide OFSC such
reasonable assistance in the response and prosecution of any defense as
OFSC may request, at OFSC's expense.  Upon Supplier's tendering any
suit to OFSC, OFSC shall defense the same at its sole cost and expense.
If OFSC fails to assume such defense, Supplier may defend the action in
the manner it deems appropriate, and OFSC shall pay to Supplier all
costs, including reasonable attorneys' fees, incurred by Supplier in
effecting such defense, in addition to any sum which supplier may pay
by reason of any settlement for judgment against Supplier.  The
provisions of this Section 14.2, and the indemnity hereunder, shall
survive this Agreement and any performance hereunder.

     15.  Confidentiality.  All terms and conditions of this
Agreement shall remain confidential between Supplier and OFSC.  Each
party acknowledges that during the course of carrying out this
Agreement, it may receive confidential and proprietary information
related to the other party's business, including, without limitation,
recipes and formulations created or provided by the other party
("Confidential Information").  Confidential Information includes any
information, designs, data or know-how that a party has designated as
proprietary and/or confidential, or that, by the nature of the
circumstances surrounding the disclosure, ought to be treated as
exclusive property of the other party and undertakes to retain in
confidence all Confidential Information.  Each party's obligations under
this Section 15 shall survive expiration and termination of the
Agreement and any amendments thereto.

     16.  Miscellaneous Provisions.

          16.1 Independent Contractor Relationship.  Supplier
and OFSC are independent contracting parties and this Agreement does
not create the relationship of principal and agent, partners, joint ventures
or employer and employee between OFSC and Supplier.  Supplier shall
have no authority to bind or otherwise obligate OFSC in any manner nor
shall Supplier represent to anyone that it has a right to do so.

          16.2 Severability.  The provisions of the Agreement
are severable and the Agreement shall be interpreted and enforced as if
all completely invalid or unenforceable provisions were not contained in
the Agreement, and partially valid and enforceable provisions shall be
enforced to the extent that they are valid and enforceable.

          16.3 Entire Agreement.  The Agreement and the
exhibits attached hereto constitute the entire written agreement between
OFSC and the Supplier and supersedes any and all prior negotiations,
understandings and/or agreements, oral or written, between the parties to
this Agreement with respect to the subject matter of this Agreement.
The parites agree that neither party is relying on any statement or
promise not contained in this Agreement.

          16.4 Amendments in Writing.  Neither the Agreement
nor any of its provisions may be waived, modified or amended except by
an instrument in writing signed by the parties to this Agreement.

          16.5 Assignment.   The Agreement shall be binding
upon and shall inure to the benefit of the parties to this Agreement,
provided, however, it shall not be assigned by either OFSC or Supplier,
without the prior written consent of the other party.

          16.6.     Applicable Law.  The Agreement shall be
governed by and construed in accordance with the laws of the State of
Georgia without regarding to its conflict of laws rules.

          16.7.     Force Majeure.  Neither party shall be liable for
defaults or delays or non-performance of any covenant, agreement, work,
service, or other act required under this Agreement to be performed by
such party, if such delay or hindrance is due to strikes, lockouts, failure
of power or other utilities, injunction or other court or administrative
order, governmental law or regulations which prevent or substantially
interfere with the required performance, condemnations, riots,
insurrections, martial law, civil commotion, war, fire, flood, earthquake,
or other casualty, acts of God, or other causes not within the control of
such party.  The performance of any covenant, agreement, work,
services, or other act shall be excused for the period of delay and the
period for the performance of the same shall be extended by such period.

          16.8 No Delegation of Authority.  Supplier shall not
subcontract to or permit third parties to produce the Product or to
perform its obligations under this Agreement.

          16.9 Cumulative Remedies.  The rights and remedies
above provided to either party shall be cumulative and in additional to
all other rights and remedies available to either party in law and in
equity.

          16.10     Notices.  Whenever a provision is made under this
Agreement for any demand, notice or declaration of any kind, or where it
is deemed desirable or necessary by either party to give or serve any such
notice, demand or declaration to the other party, it shall be in writing and
served either personally or sent by United States mail, certified, postage
prepaid, addressed at the addresses set forth below or at such address as
either party may advise the other from time to time.  It shall be deemed
delivered upon receipt.

       To Supplier at:          Beverage House, Inc.
                              107 North Avenue
                              Cartersville, GA 30120

Attn:____________________
                              Tel: (770) 387-0451
                              Fax: (770) 387-1809

                              With copies to:
                              Alston & Bird, LLP
                              601 Pennsylvania Avenue,
N.W.
                              North Building, 11th Floor
                              Washington, D.C.  20004-
2601
                              Attention: Robert O. Ball,
III
                              Tel: (202) 756-2601
                              Fax: (202) 756-3333

           To OFSC at:       The Old Fashioned Syrup
                                   Company, Inc.
                              3350 N.W. Boca Raton
Blvd., A-28
                              Boca Raton, FL 33431

Attn:________________________
                           Tel: (
)_________________
                              Fax: (
)_________________

with copies to:          Aronauer, Goldfarb, Sills &
                                   Re, LLP
                              444 Madison Avenue
                              New York, New York
10022
                              Attn: Samuel Goldfarb,
Esq.
                              Tel: (212) 755-6000
                              Fax: (212) 755-6006

<PAGE>

N WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.

THE OLD FASHIONED SYRUP                 BEVERAGE HOUSE,
                                       INC.
COMPANY, INC.

 By:   /s/ Alan Posner                  By:   /s/ James E. Goldfinch
         Title: Chair/CEO               Title: President



<PAGE>

                    EXHIBIT A

Product

The Product covered by the terms and conditions contained herein shall
specifically be the following:

          [Sweet 'N Low  brand chocolate syrup]

Specifications

Supplier shall develop, manufacture, package, label and deliver the
Product according to the following instructions and specifications:

<PAGE>

EXHIBIT B

Pricing.

     The following prices are based on an annual volume of 100,000
gallons of the Product to be purchased by OFSC.  All prices are subject
to change in the event 100,000 gallons of Product is not purchased
annually by OFSC.  The retail pack price includes an allotment of
seventy-two cents ($.72) per case for front and back labels.  A one-time
setup charge shall be issued to OFSC by Supplier in the event camera-
ready art for such labels is provided by OFSC to Supplier.  Prices will be
reviewed quarterly during the Initial Term and any Renewal Term(s) in
order to analyze price increases or reductions based on increased costs,
increased sales, or other factors affecting price.


                    PACKAGING
                    UNIT PRICE


50 GALLON DRUM
$247.00


4/1 GALLON PACKAGES
  $20.60


RETAIL PACK
  $11.40


CLUB PACK*
  $12.95


     The Club Pack price may be adjusted downward depending upon
the carton selected by OFSC.

SEA BREEZE AND OLD FASHIONED SYRUP
 SUPPLY CONTRACT

     THIS AGREEMENT, executed as of this 26th day of
September, 1997, by and between Old Fashioned Syrup, 4270
N.W. 19th Avenue, Suite D, Pompano Beach, Florida 33064
(hereinafter referred to as "Old Fashioned") and Sea Breeze,
441 Route 202, Towaco, NJ 07082 (hereinafter referred to as
"Sea Breeze").

     WHEREAS, Old Fashioned desires to have Sea Breeze
exclusively manufacture and produce sugar free chocolate
syrup under the Old Fashioned trademarks or trade names
owned by Olf Fashioned (hereinafter referred to as the
"Products") for sale to Old Fashioned under the terms and
conditions herein set forth; and

     WHEREAS, Sea Breeze is willing to manufacture and
produce Products for sale to Old Fashioned under the terms and
conditions set forth herein;

     1.   DEFINITIONS.  Products shall mean Sugar
Free Chocolate Syrup and as more specifically described in
Exhibit "A" attached hereto.  Such Products shall be
processed and packaged for sale under the brand name Old
Fashioned or other brand names as may be designated by Old
Fashioned.  Formula shall mean the ingredients and process to
be used by Sea Breeze to pack the Products as set forth in
Exhibit "B".  This formula and packaging for sugar free
chocolate syrup shall be provided by Sea Breeze exclusively to
Old Fashioned.  As Sea Breeze is in the business of custom
formulating and packing syrups, Sea Breeze shall not be
precluded from formulating and/or packing any other products
in this or any other category of syrups.

     2.   QUANTITY AND PRICE.  Upon order by Old
Fashioned, Sea Breeze will process and pack the ordered
quantity of the Products.  The Products will be manufactured
and packaged in accordance with the formula set forth in
Exhibit "B" and shall be shipped at the direction of Old
Fashioned within fifteen (15) business days of the order.  The
fee to be paid by Old Fashioned to Sea Breeze for the Products
shall be set forth in Exhibit "C" or as otherwise agreed to by
the parties in writing.  Should Old Fashioned request a
modification of the formulation, the fee charged hereunder will
be adjusted based upon a unit cost basis.  Should market costs
of ingredients and/or supplies change more than 10% for any
given component, then Sea Breeze will so advise Old
Fashioned and adjust pricing accordingly.  Further, an annual
review of labor and utility incremental costs will be presented
by Sea Breeze to Old Fashioned for consideration of price
revision with overall annual increases in this area not to exceed
3% of total price.

     3.   TERMS OF PAYMENT.  Old Fashioned shall
pay all invoices net fifteen (15) calendar days from receipt.  Sea
Breeze shall send invoices by way of "fax" and mail hard copy
with Bill of Lading for the invoiced shipment.  In the event
payment is not received within fifteen (15) calendar days of the
faxed invoice being received by Old Fashioned, Sea Breeze
will notify Old Fashioned by "fax" immediately and if Old
Fashioned does not make payment in full within 72 hours, all
shipments of Products will be immediately suspended until
payment is received.

     4.   SERVICES EQUIPMENT AND
INGREDIENTS.  The fee paid to Sea Breeze shall be as set
forth on Exhibit "C" for the processing, packaging and other
services necessary to process and package the Products
including labor, equipment, ingredients and materials.  Storage
of the finished Products prior to shipment, shall be at a fee to
be determined if the finished product storage becomes
excessive.  It is understood this is to be a make and ship
arrangement.

     5.   TERM.  This Agreement shall run for ten (10)
years with Sea Breeze being the exclusive packer of the
product, subject to the terms of Paragraph 6.  This Agreement
shall be terminated upon the sale of Old Fashioned.  Old
Fashioned shall have the exclusive rights to formula and to
give such rights to transferee.

     6.   ROYALTY.  In the event Old Fashioned ceases
to purchase as was customary Old Fashioned will pay to Sea
Breeze a .50 per case research and development royalty for all
cases purchased elsewhere on a monthly basis payable net 15
calendar days from the end of the month.  This is based on
consideration of Sea Breeze providing this formula exclusive to
Old Fashioned.  Old fashioned shall have an affirmative duty to
provide Sea Breeze with the opportunity to view its sales and
purchase records in the event Sea Breeze is not being utilized
as the exclusive packer.

     7.   SEA BREEZE INDEMNIFICATION.  Sea
Breeze will defend, indemnify and hold Old Fashioned and its
customers harmless (i) against any and all complaints or legal
actions by any agency of the Federal, state or local government,
including, without limitation, the Federal Food and Drug
Administration and comparable actions as those seeking
seizure of product or injunctive relief; and (ii) against any and
all complaints, claims, or legal actions alleging damages, death,
illness or injuries arising out of the purchase, sale or use of the
products, to which Old Fashioned may become subject by
reason of any breach of any warranties and the guarantee unless
such breaches are caused in whole or in part by the negligent or
willful act or omission of Old Fashioned or by Old Fashioned's
breach of its obligations hereunder.  In the event any claim is
asserted or any suit is filed against Old Fashioned for which
Sea Breeze may be required to indemnify Old Fashioned under
this paragraph, Old Fashioned shall promptly notify within
fourteen (14) days Sea Breeze of such claim or suit.  Sea
Breeze and/or its agent, upon receipt of such notice, shall
undertake the defense of such suit or the settlement of any such
claim at its own expense and in such event shall have charge
and direction of any proceedings relating thereto provided that
Old Fashioned, at its option, may employ counsel of its choice
and participate in the defense.  In no event shall Old Fashioned
be free to settle any such claim or suit without the consent of
Sea Breeze if by such settlement Sea Breeze may be rendered
liable to indemnify Old Fashioned under the terms of this
Agreement.  Failure on the part of Old Fashioned to notify Sea
Breeze within fourteen (14) days of any claim or suit or failure
of Old Fashioned to cooperate with discovery and trial
participation shall negate Sea Breeze's obligations under this
paragraph.

     8.   REPRESENTATIONS OF OLD FASHIONED.
Old Fashioned represents that:

          a.   all labels approved by Old Fashioned to
be used upon the products or supplied by Old Fashioned to be
used upon the products or supplied by Old Fashioned shall not
violate any law or regulations in effect in any jurisdiction in the
United States or where else sold.  This is subject to the
condition that Sea Breeze not use the labels in a negligent
manner.

          b.   all labels, specifications and procedures
supplied by Old Fashioned hereunder shall not infringe any
valid United States letter patent, trademark or copyright of any
person not a party of this Agreement.  Any notice of such
infringement will be handled by Old Fashioned and resolved.

     9.   TITLE ORDERING   PRODUCTION
REQUIREMENTS.  Old Fashioned agrees to provide Sea
Breeze before the 10th day of each month a projection of
anticipated quantity requirements, by product type and size, for
the following 90 days.  Based upon these projections, Sea
Breeze shall (unles otherwise instructed) purchase and maintain
a supply of materials necessary to meet those projected
requirements and shall meet those requirements.

     10.  OLD FASHIONED'S INDEMNIFICATION.
Old Fashioned will defend, indemnify and hold harmless Sea
Breeze until (i) against any and all complaints or legal actions
by any agency of the Federal, state or local government,
including, without imitation, the Federal Food and Drug
Administration and comparable state or local agencies, and
including, without limitation, such actions as those seeking
seizure of product or injunctive relief, and (ii) against any and
all complaints, claims or legal actions alleging damages, death,
illness or injuries arising out of the purchase, sale or use of the
products, of which Sea Breeze may become subject by reason
of any breach of any warranties and guarantee in Section 8 of
this Agreement unless such breaches are caused in whole or in
part by the negligent or willful act or omission of Sea Breeze or
by Sea Breeze's breach of its obligations hereunder.  In the
event any claim is asserted or any suit is filed against Sea
Breeze under this paragraph, Sea Breeze shall promptly notify
within fourteen (14) days Old Fashioned of such claim or suit.
Old Fashioned, upon receipt of such notice, shall undertake the
defense of such suit or the settlement of any such claim at its
own expense and in such event shall have charge and direction
of any proceedings relating thereto provided that Sea Breeze, at
its option, may employ counsel of its choice and participate in
the defense.  In no event shall Sea Breeze be free to settle any
such claim or suit without the consent of Old Fashioned if by
such settlement Old Fashioned may be rendered liable to
indemnify Sea Breeze under the terms of this Agreement.
Failure on the part of Sea Breeze to notify Old Fashioned
within fourteen (14) days of any claim or suit or failure of Sea
Breeze to cooperate with discovery and trial participation shall
negate Old Fashioned's obligations under this paragraph.

     11.  REPRESENTATION.  Sea Breeze shall
exercise due care in obtaining raw material, supplies,
packaging materials and ingredients necessary to produce the
Products, and in the processing, packaging materials and
ingredients necessary to produce the products, and in the
processing, packaging, storage and loading of all Products and
supplies covered by this Agreement and shall, in particular,
follow the practices set forth in the applicable Good
Manufacturing Practices as promulgated by the United States
Food and Drug Administration and other comparable
promulgations of Federal, State and local agencies.  Sea Breeze
shall further notify Old Fashioned immediately of any action or
inspection report by any regulatory agency requiring corrective
action against Sea Breeze which would place licensing of the
Sea Breeze plan in jeopardy or any aspect of the production of
a Product covered by this Agreement or ingredients or supplies
used to manufacture a Product covered by this Agreement in
jeopardy, and shall confirm such notice promptly in writing.
This shall not infringe on proprietary rights of any third party.
Sea Breeze is fully licensed and authorized to manufacture,
package and deliver product to Old Fashioned.

     12.  CONFIDENTIAL INFORMATION.  Sea
Breeze and its representatives as well as Old Fashioned and its
representatives will maintain as secret and confidential and not
disclose to third parties without prior written permission from
the other any trade secrets and other confidential information
gained from discussions, or in any way, including but not
limited to, formulae, descriptions, specifications and the like
furnished by Sea Breeze to Old Fashioned, except as provided
for in paragraphs 5 and 6.  For other purposes of this paragraph
the terms "trade secrets and other confidential information"
shall include and be limited to information disclosed by one
party to the other that was not: (i) at the time of disclosure or
thereafter known to or available to the public through sources
entitled to disclose such information; (iii) disclosed to one
party in good faith by another party having the right to disclose
such information.

     13.  PRODUCTION SITES; INSPECTION;
RECORDS.  Representatives of Old Fashioned shall be
permitted to enter Sea Breeze's plant and any other plants
which Sea Breeze may sub-contract the production of the
Product to Old Fashioned at all reasonable times, including,
without limitation, during preparation, processing, packaging
and/or clean-up hours to inspect the manner in which the
Product is being packaged, stored and loaded.

     14.  REPLACEMENT OF NON-SPECIFICATION
PRODUCT.  Sea Breeze shall replace without cost, or refund
money to Old Fashioned, at Old Fashioned's option, all
Products sold which are defective or below standard, unless
failure to meet the specifications is caused by the negligent or
willful act or omission of Old Fashioned or by the failure of
Old Fashioned to comply with its obligations under the
Agreement.  Replacement or refund shall be made promptly
upon receipt of reasonable proof of such defect and demand by
Old Fashioned.

     15.  RELATIONSHIP OF THE PARTIES.  This
Agreement shall not make or constitute either party or
representative for the other for any purpose whatsoever.
Neither party shall have the power or authority, except as
specifically authorized, to act in the other's behalf or by in the
other's name, or to bind the other, either directly or indirectly,
in any manner or thing whatsoever.

          Neither parties shall have any authority to
employ any person on behalf of the other.  Each party shall
have, as between the parties, the exclusive right to select,
engage, fix the compensation of, discharge, and otherwise to
manage, supervise and control the persons hired by it and shall,
with respect to all persons, perform all obligations and
discharge all liabilities imposed upon employers under labor,
wage-hour, worker's compensation, unemployment
compensation or insurance, social security, and other Federal,
state and municipal laws and regulations.

     16.  INSURANCE.

          a.   Throughout the life of this Agreement,
Sea Breeze shall maintain comprehensive general liability
insurance in the following amounts:

                                      Bodily Injury:      $1,000,000 per person
                         $1,000,000 each accident

                                        Property Damage     $   300,000
          (except automobile)

          Each Occurrence

including Contractual Liability coverage specifying this
contract, and product liability coverage with Broad Form
vendor's Endorsement naming Old Fashioned as Vendor.    Sea
Breeze shall furnish Certificate of Insurance to Old Fashioned
evidencing the coverage described in this paragraph as soon as
practicable but not more than thirty (30) days after the
execution of this Agreement.  Said Certificate shall provide for
at least thirty (30) days prior notice of cancellation of
substantial change.

     17.  PERFORMANCE DISCLAIMER.  Except as
otherwise provided in this Agreement, each party shall be
excused for failure or delay in performance caused by war,
riots, insurrections, laws, proclamations, regulations, strikes,
floods, fires, explosions, unavailability of materials and
supplies or other disturbances beyond their control without
default of such party.  Nevertheless, such party shall use its best
efforts to perform in spite of the difficulties causing such
failure or delay and shall resume performance with the utmost
dispatch as soon as cessation of difficulties permits.  Any party
claiming such excuse or delay for nonperformance shall give
prompt written notice thereof to the other party.

     18.  NOTICES.  Except as otherwise specifically
provided herein, all notices or communications provided for
herein shall be in writing addressed as follows:

                   Mark Streisfeld, President       Steven Sanders, President
                   Old Fashioned Syrup Company      Sea Breeze
                   4270 NW 19th Avenue, Suite D     441 Route 202
                   Pompano Beach, FL 33064          Towaco, New Jersey 07082

or to such other address or addresses as may be designated by
either party by written notice to the other.

     19.  SUCCESSORS AND ASSIGNS.  Except as
otherwise provided herein, this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of
the respective parties hereto.


     20.  MISCELLANEOUS PROVISIONS.

A.   The captions at the beginning of each paragraph are for
the convenience of the parties and shall in no event be
construed to alter or in any way affect the meaning of the
substantive text of this Agreement.

B.   This agreement shall be governed under the laws of the
State of New Jersey.

C.   This Agreement, together with any Exhibits, contains
all of the covenants, stipulations and provisions agreed upon by
the parties hereto and the terms hereof shall not be altered or
changed unless the change is in writing and signed by an
authorized representative of both parties.  Such changes, if any,
shall be attached hereto as addenda.

D.   Neither party is nor shall be bound by any statement or
representation not in conformity herewith.

By signing below, we agree to the foregoing.

     OLD FASHIONED SYRUP COMPANY


     By:       /s/ Mark Streisfeld
     Title: President


     SEA BREEEZE, INC.


     By:    /s/ Steven Sanders
     Title: President

Subsidiary     State of Incorporation   Names Under Which Subsidiary
                              Does Business

Old Fashioned Syrup Company, Inc.  Florida Old Fashioned Syrup
Company, Inc.

 The Original Egg Cream Company, Inc.   Florida
                    The Original Egg Cream Company Inc.

  The Old Fashioned Egg Cream Company, Inc.    Florida
 The Old Fashioned Egg Cream Company, Inc.

                                        Florida             ChampionLyte, Inc.



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE
COMPANY'S 1998 AUDITED FINANCIALS AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<CASH>                                          39,680
<SECURITIES>                                         0
<RECEIVABLES>                                   14,239
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