ACQUISITION AGREEMENT

                                 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