MERIDIAN USA HOLDINGS INC, 10SB12G/A, 2000-01-06

MERIDIAN USA HOLDINGS INC
10SB12G/A, 2000-01-06
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As filed with the Securities Exchange Commission on January 4, 2000

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

AMENDMENT NO. 2 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

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
$101,623. 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 $205,286, 142% of sales, as compared to
230% of sales in the prior year. The Syrup Company had a net loss in 1998 of
$166,996, compared to a net loss of $101,623 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 $141,853 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 $128,008 or $.04 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.

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 15, 1999, the shares traded under the
symbol "MDHG". On December 15, 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.

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. 2 to the Registration Statement on Form
10-SB to be signed on its behalf by the undersigned, thereunto duly authorized.

MERIDIAN HOLDINGS INC.

Date January 5, 2000 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. AND SUBSIDIARIES

Independent Auditor's Report F-1

Consolidated Balance Sheet as of December 31, 1998 F-2

Consolidated Statements of Operations for the years ended

December 31, 1998 and 1997 F-3

Consolidated Statements of Stockholders' Equity (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

<PAGE>

INDEPENDENT AUDITOR'S REPORT

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

We have audited the accompanying consolidated balance sheet of The Old Fashioned
Syrup Company, Inc. and subsidiaries as of December 31,1998, 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. and subsidiaries, 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/ Feldman Sherb Horowitz & Co., P.C.
Feldman Sherb Horowitz & Co., P.C.
Certified Public Accountants

New York, New York
January 4, 2000

F - 1
<PAGE>
THE OLD FASHIONED SYRUP COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

December 31,
ASSETS 1998
---------
Current assets:
Cash ............................................ $ 36,258
Accounts receivable , net ....................... 14,239
Other current assets ............................ 1,479
---------
Total current assets ........................... 51,976
---------
Property and equipment , net ........................ 16,773
Other assets ........................................ 1,522
---------
$ 70,271
=========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

Accounts payable ................................ $ 79,159
Loans payable - stockholders .................... 50,000
Accrued expenses and other current liabilities .. 15,291
---------
Total current liabilities ...................... 144,450
---------
Commitment and Contingencies ........................ --

Stockholders' deficit:
Common stock, par value $1.00 - authorized ...... 748
2,000 shares, issued and outstanding 748 shares
Additional paid in capital ...................... 627,569
Accumulated deficit ............................. (702,496)
---------
(74,179)
---------
$ 70,271
=========

See notes to consolidated financial statement

F-2
<PAGE>
THE OLD FASHIONED SYRUP COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS

Year ended December 31,
----------------------
1998 1997
--------- ---------
Net sales .......................................... $ 144,206 $ 57,608

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

Selling, general and administrative ................ 205,286 132,602
--------- ---------
Loss from operations ............................... (166,996) (116,669)

Other income ....................................... -- 15,046
--------- ---------
Net loss ........................................... $(166,996) $(101,623)
========= =========

Basic net loss per common share .................... $ (223.26) $ (135.86)
========= =========
Weighted average number of common shares outstanding 748 748
========= =========

See notes to consolidated financial statements.
F-3
<PAGE>
THE OLD FASHIONED SYRUP COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock Additional Total
--------------------- Paid-in Accumulated Stockholders'
No. Shares Amount Capital Deficit Equity (Deficit)
---------- --------- ---------- ------------- -------------

<S> <C> <C> <C> <C> <C>
Balances, January 1, 1997 950 $ 950 $ 430,027 $ (433,877) $ (2,900)
Contribution of capital - - 106,436 - 106,436
Stock subscription - - - - -
Net loss - - - (101,623) (101,623)
---------- --------- ---------- ------------- -------------
Balances, December 31, 1997 950 950 536,463 (535,500) 1,913
Issuance of Old Fashioned common stock for the - - - - -
Common stock of the affiliates (202) (202) - - (202)
Contribution of capital - - 91,106 - 91,106
Net loss - - - (166,996) (166,996)
---------- --------- ---------- ------------- -------------
Balances, December 31, 1998 748 $ 748 $ 627,569 $ (702,496) $ (74,179)
========== ========= ========== ============= =============

</TABLE>

See notes to consolidated financial statement

F-4
<PAGE>
THE OLD FASHIONED SYRUP COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS

Year ended December 31,
-----------------------
1998 1997
---------- ---------
Cash flows from operating activities:
<S> <C> <C>
Net loss .................................................. $(166,996) $(101,623)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization ......................... 8,079 9,732
Changes in current assets and liabilities:
Accounts receivable ................................... (4,542) (9,697)
Other assets .......................................... (1,479) 760
Accounts payable ...................................... 53,698 2,864
Accrued expenses and other current liabilities ........ (5,225) 19,627
----------- ----------
Net cash used in operating activities ..................... (116,465) (78,337)
----------- ----------
Cash flows from investing activities:
Capital expenditures .................................. (2,015) (5,610)
----------- ----------
Net cash used in investing activities ..................... (2,015) (5,610)
----------- ----------
Cash flows from financing activities:
Loan payable - stockholders ........................... 50,000 (25,897)
Proceeds from contributions of capital ................ 101,106 113,273
----------- ----------
Net cash provided by financing activities ................. 151,106 87,376
----------- ----------
Net increase in cash ........................................... 32,626 3,429

Cash, beginning of year ........................................ 3,632 203
----------- ----------
Cash, end of year .............................................. $ 36,258 $ 3,632
=========== ==========

Supplemental Disclosure of Cash Flow Information

Cash paid during the year:
Interest expense ...................................... $ 1,890 $ --
=========== ==========
Income taxes .......................................... $ - $ --
=========== ==========

</TABLE>

See notes to consolidated financial statements.

F-5

<PAGE>

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

1. BASIS OF PRESENTATION AND ORGANIZATION

A. BASIS OF PRESENTATION

The accompanying financial statements include the accounts
of The Old Fashioned Syrup Company, Inc. ("Old Fashioned")
and its subsidiaries, The Old Fashioned Egg Cream Company,
Inc. and The Original Egg Cream Company, Inc. Old Fashioned
was incorporated during November 1996 in the state of
Florida and its subsidiaries were incorporated in 1993 in
the state of Florida.

B. BUSINESS

Old Fashioned was incorporated for the purpose of developing
sugar-free, fat-free, cholesterol-free chocolate-flavored
syrup to market and sell principally to retailers and food
service customers located throughout the United States. The
Old Fashioned Egg Cream Company, Inc. and The Original Egg
Cream Company, Inc. were 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. In 1998, both companies ceased to conduct any
business activity and management has determined that they do
not meet the requirements for presenting reportable segment
information as required by Statement on Financial Accounting
Standards No. 131.

C. REORGANIZATION

On October 30, 1998, in connection with Old Fashioned's
contemplation of becoming a public company they issued common
stock for all the issued and outstanding common stock of The
Old Fashioned Egg Cream Company, Inc., and The Original Egg
Cream Company, Inc. Concurrently with the reorganization, Old
Fashioned and its subsidiaries will become subject to
additional federal and state taxes (see Note 4).

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the
accounts of The Old Fashioned Syrup Company, Inc.,
and its subsidiaries, The Old fashioned Egg Cream
Company, Inc., and The Original Egg Cream Company,
Inc. (hereinafter collectively referred to as the
"Companies"). All material intercompany transactions
and balances have been eliminated.

B. PROPERTY AND EQUIPMENT

Property and Equipment are recorded at cost. Depreciation of
property and

F - 6

<PAGE>

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

equipment, including property held under capital leases, is
computed using the straight-line method over the estimated
useful lives of the respective assets. The range of useful
lives are as follows:

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

Expenditures for major betterments and additions are
capitalized, whereas, maintenance and repairs which do not
extend the lives of the respective assets are charged to
operation as incurred. Upon the sale or retirement of property
and equipment, the related costs and accumulated depreciation
are eliminated from the accounts and gains or losses are
reflected in operations.

C. USE OF ESTIMATES

The preparation of financial statements in accordance 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 at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates.

D. FAIR VALUE OF FINANCIAL INSTRUMENT

The Company's financial instruments consist primarily of cash,
accounts receivable, accounts payable, accrued expenses and
loans payable which approximate fair value because of their
short maturities.

E. REVENUE RECOGNITION

Sales are recognized upon shipment to customers. Allowances
for estimated bad debts, sales returns and discounts are
provided when sales are recorded.

F. LOSS PER SHARE

These Companies have 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 Companies 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

F - 7

<PAGE>

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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, if any, at
December 31,1998 and 1997.

For the years ended December 31,1998 and 1997, diluted net
loss per share was the same as basic net loss per share since
there were no common stock equivalents. Further, the per share
data used to calculate the weighted average shares outstanding
has been retroactively restated as of January 1, 1997 to give
effect for the reorganization on October 30, 1998 (see Note 1
(c)).

G. RECENT ACCOUNTING PRONOUNCEMENT

In April 1998, the AICPA issued SOP 98-5, "Reporting on the
Cost of Start-Up Activities." The statement requires costs of
start-up activities and organization costs to be expensed as
incurred. The Companies are required to adopt SOP 98-5 for the
year ended December 31, 1999. The adoption of SOP 98-5 is not
expected to have a material impact on the Companies' financial
statements.

3. PROPERTY AND EQUIPMENT

At December 31, property and equipment consisted of the following:

1998
---------------
Carts $ 24,077
Office furniture and equipment 18,096
Vehicles 2,800
---------------
44,973
Less: Accumulated depreciation (28,200)
---------------
$ 16,773
===============

4. INCOME TAXES

As a result of the reorganization, in October 1999, the Companies now
utilize 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

F - 8

<PAGE>

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

4. INCOME TAXES (CONTINUED)

expected to reverse. Further, since the Companies prior to the
reorganization, were a Subchapter "S" corporations, income taxes on
net income, if any, were payable by the stockholders. Accordingly, no
provision had been made historically for federal and state income
taxes in the accompanying consolidated statements of operations.

As of December 31,1998, if the Companies had been subjected to federal
and state taxes they would have had available unused federal and state
net operating loss carryforwards of approximately $700,000 that may be
applied against future taxable income and that expire in 2018. The
Companies would have established a valuation allowance with respect to
the available unused federal and state net operating loss
carryforwards because the likelihood of realization of these benefits
could not have been determined.

Deferred tax assets:

Net operating loss carryforward $ 260,000
Valuation allowance (260,000)
----------------
Net deferred tax assets $ -
================

5. LOANS PAYABLE - STOCKHOLDERS

At December 31,1998, the balance consisted of the following:

Mark Streisfeld $ 10,000
Elaine Streisfeld 40,000
----------------
$ 50,000
===============

The loans bear interest at 5.43 % per annum, are uncollateralized and
have no specific date for repayment. Mark Streisfeld is a stockholder
and officer of the Companies and Elaine Streisfeld is a stockholder.
The loans have been repaid during fiscal year 1999.

F - 9

<PAGE>

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

6. COMMITMENTS AND CONTINGENCIES

The Companies have an operating lease for office space that expires in
2004 and the future minimum lease payments 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
=======================

Total rent expense amounted to approximately $11,500 and $10,400 for
the years ended December 31, 1998 and December 31, 1997, respectively.

7. SUBSEQUENT EVENT

The companies 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
Companies' sugar-free, fat-free, cholesterol-free chocolate flavored
syrup product.

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

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 ............................... 2,173,679
Less: Common stock subscriptions receivable .............. (94,294)
Accumulated deficit ...................................... (1,677,903)
-------------
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 .............. 497,931 141,853
----------- -----------
Net loss .........................................$ (453,907) $ (128,008)
=========== ===========
Basic net loss per common share ..................$ (0.09) $ (0.04)
=========== ===========
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 -- $ -- -- $ -- $ 630,968 $ -- $ (702,496) $(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 $2,173,679 $(94,294) $ (1,677,903) $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) $ (128,008)
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 28,985
------------ ---------
Net cash used in operating activities ......................................... (556,292) (67,495)
------------ ---------
Cash flows from investing activities:
Loans receivable - stockholders ......................................... -- (5,295)
------------ ---------
Cash used in investing activities ............................................. -- (5,295)
------------ ---------
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 .................................... -- 91,106
------------ ---------
Net cash provided by financing activities ..................................... 595,356 91,106
------------ ---------
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

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.

(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.

(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>

IN 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.

<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
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 51,976
<PP&E> 16,773
<DEPRECIATION> 0
<TOTAL-ASSETS> 70,271
<CURRENT-LIABILITIES> (144,450)
<BONDS> 0
0
0
<COMMON> 748
<OTHER-SE> 627,569
<TOTAL-LIABILITY-AND-EQUITY> 70,271
<SALES> 144,206
<TOTAL-REVENUES> 144,206
<CGS> 105,916
<TOTAL-COSTS> 205,286
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (166,996)
<INCOME-TAX> 0
<INCOME-CONTINUING> (166,996)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (166,996)
<EPS-BASIC> (223.26)
<EPS-DILUTED> (223.26)

</TABLE>