To

                     First Amendment

                           To

                  ACQUISITION  AGREEMENT


Entered into by and between the following parties:

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

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

     Xxxx Xxxxxxxxxx and Xxxx Xxxxxx.



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

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

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

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

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




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


                              Meridian Holdings Inc.



                              by:/s/ Xxxx X.Xxxxxx
                                    Xxxx X. Xxxxxx, Secretary



                              The Old Fashioned Syrup
                         Company, Inc.



                              by/s/ MarkStreisfeld
                                     Xxxx Xxxxxxxxxx, President