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.