AMENDED AND RESTATED
LICENSE AGREEMENT

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.   License.

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

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

     (c) Rights of First Refusal.

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

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

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

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

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

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

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

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

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

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

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

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

3.   Ownership of Trademarks and Infringement.

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

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

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

     4.   Royalties.

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

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

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

5.   Minimum Royalties.

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

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

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

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

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

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

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

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

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

8.   License Limitations.

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

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

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

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

10.  Formulation and Product Samples.

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

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

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

11.  Promotional Materials.

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

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

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

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

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

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

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

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

     (f) Co-Branding and Cooperative Advertising.

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

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

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

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

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

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

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

13.  Records and Access.

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

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

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

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

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

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

14.  Reputation, Goodwill and Misrepresentation.

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

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

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

16.  Indemnification and Insurance.

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

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

17.  Term and Termination.

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

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

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

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

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

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

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

18.  Transfers and Right of First Refusal.

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

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

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

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

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

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

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

21.  Miscellaneous.

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

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

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

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

  If to Cumberland to:                    with a copy to

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






      If to Licensee to:                      with a copy to:

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

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

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

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


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


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


Attest:                            OLD FASHIONED
SYRUP COMPANY, INC.

                              By: /s/ Alan Posner
                                   Alan Posner, President


Attest:                            MERIDIAN HOLDINGS,
INC.

                              By:/s/Alan Posner
                                   Alan Posner, President


                                                            THE MANAGING
                              SHAREHOLDERS:
Witness:

________________________      /s/ Alan Posner
                               Alan Posner

Witness:

________________________      /s/ Mark Streisfeld
                                 Mark Streisfeld



<PAGE>

                                    Exhibit A

                                Warrant Agreement



<PAGE>

                                    Exhibit B

Number of Shares of Meridian Stock Held by the Managing Shareholders

Managing Shareholder's Name             Number of Meridia  Shares

  Alan Posner
  Mark Streisfeld



<PAGE>

                                WARRANT AGREEMENT

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

                                   WITNESSETH

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

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

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

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

2.   Warrant Certificate.

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

     (b) Countersignature and Registration.

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

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

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

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

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

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

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

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

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

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

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

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

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

6.   Reservation and Availability of Common Stock.

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

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

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

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

<PAGE>

7.   No Dilution or Impairment.

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

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

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

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

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

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

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

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

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

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

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

10.  Registration of Common Stock.

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

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

     (b) Indemnification.

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

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

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

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

     (c) Information by Each Holder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ATTEST:                  MERIDIAN HOLDINGS, INC.

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

                 Print Name: Mark Streisfeld        Print Name: Alan Posner

                   Title:  President             Title:Chairman, Secretary

CUMBERLAND PACKING CORP.

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


ACKNOWLEDGED AND AGREED with
respect to Section 14 hereof:


/s/ Alan Posner
Alan Posner

/s/ Mark Streisfeld
Mark Streisfeld


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



           COMMON STOCK PURCHASE WARRANT

                September 30, 1999

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

                 ________________

1.   Exercise of Warrant.

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

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

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

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

2.   Surrender of Warrant: Expenses.

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

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

3.   Warrant Register, Exchange, Transfer, Loss.

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

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

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

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

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

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


                                   MERIDIAN
HOLDINGS, INC.


By________________________________

Its_________________________________

Attest:

_________________________________
Secretary




<PAGE>

                                   Exhibit A-1

                              COMMON STOCK WARRANT
                                  EXERCISE FORM


Meridian Holdings, Inc.
Attention:  President
_________________________________
_________________________________

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

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

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

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

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


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


Title______________________________________

<PAGE>

                                   Exhibit A-2

                              COMMON STOCK WARRANT
                                 ASSIGNMENT FORM


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

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

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

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

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


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

Title________________________________

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

         ________________________________