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