AGREEMENT

                                    AGREEMENT

     Promotional  and  consulting  services of Xxxxxxx  Xxxxxxx  a/k/a "The Love
Chef" in relationship to the products of OLD FASHIONED SYRUP CO., INC.  ("O.F.S.
Co."), presently formulated and future products.

     Xxxxxxx  Xxxxxxx will  represent,  publicize,  promote and increase  market
exposure of and demand for O.F.S. Co.'s present and future products.

Terms

     Agreement  shall remain in full force and effect after initial twenty- four
(24) month period, or as further agreed between the parties.

Compensation

     Stock: - Upon  acceptance of ten thousand  (10,000) shares of MDHG stock to
be delivered in the name of Xxxxxxx Xxxxxxx and/or other names so directed.

     There shall be a stock option of an additional  10,000  shares,  at current
market price at the time of execution of this Agreement,  to be exercised within
term limits of this Agreement or any extensions thereof.

Commissions/Bonuses

     All  Business  directed  to or  engineered  by Xxxxxxx  Xxxxxxx  and/or his
associates  to OLD  FASHIONED  SYRUP CO. or its  designees  shall be  percentage
negotiated on each occurrence.

     All  Business  to  include:  wholesale,  retail,  co-pack,  direct  and  TV
marketing.

Expenses

     OLD FASHIONED  SYRUP CO. will promptly  reimburse all expenses  incurred by
Xxxxxxx Xxxxxxx on their behalf with regard to promotional  venues provided that
such expenses are approved in advance by O.F.S. Co..

Advertising

     The terms of this agreement do not convey any  authorization  to O.F.S. Co.
to utilize any of the three marks, Xxxxxxx Xxxxxxx, "The Love Chef", or "Cooking
with Love" on  packaging,  print or  electronic  media,  unless a  separate  and
compensated agreement shall be made, apart from this understanding.

     Notwithstanding  the above,  O.F.S.  Co. may utilize  the above  referenced
marks in press  releases for its business,  disclosure  and reporting  documents
required  under the securities  laws and in promotions for sale of O.F.S.  Co.'s
securities.

     Xxxxxxx  Xxxxxxx  agrees  that the use of the  Sweet 'N Low  trademarks  is
subject  to  restrictions  under a license  agreement  between  O.F.S.  Co.  and
Cumberland  Packing  Corp.  and  that he will  not use the  Sweet 'N Low name or
trademark without the prior consent of O.F.S. Co.

                              ACCEPTED FOR                  ACCEPTED FOR


    /s/ Xxxx Xxxxxx  -   6/1/99              /s/ Xxxxxxx Xxxxxxx    - 6/3/99
   Xxxx Xxxxxx/CEO      Date          Xxxxxxx Xxxxxxx               Date







                             STOCK OPTION AGREEMENT

     Stock Option Agreement made June 6, 1999, between Meridian Holdings,  Inc.,
with an address at 0000 X.X. Boca Raton Blvd., Xxxxx X- 00, Xxxx Xxxxx, XX 00000
("Company")  and Xxxxxxx  Xxxxxxx,  with an address at 000 Xxxxx  Xxxxxx,  Xxxxx
0000, Xxx Xxxx, Xxx Xxxx 00000 ("Xxxxxxx").

                                   WITNESSETH:

     WHEREAS,  Company has engaged  Xxxxxxx to provide  certain  promotional and
consulting services for its products; and

     WHEREAS,  in connection  with such  engagements,  the Company has agreed to
xxxxx Xxxxxxx certain stock options.

     NOW, WHEREFORE, it is agreed as follows:

     1.  Stock  Option.  As a further  incentive  and  inducement  to Xxxxxxx to
provide promotional and consulting  services to the Company,  the Company hereby
grants to Xxxxxxx the option to purchase from it, upon the terms and  conditions
set forth below,  an aggregate of 10,000 shares of the  authorized  and unissued
common  shares of the  Company.  The granting of this option shall be subject to
the approval of the  shareholders  of the Company at the  shareholders'  meeting
which  is to be  held  at the  earliest  date  following  the  signing  of  this
Agreement.

     2. Terms of Stock Option.  The stock option  awarded  under this  Agreement
shall be subject to the following terms and provisions:

          (a) The option  price  shall be 100% of the mean  between  the highest
     price and the lowest  price per shares for the  Company's  common  stock as
     quoted in the OTC "Pink Sheets" on the date of this Agreement;

          (b) The option  may be  exercised  with  respect to all or some of the
     shares  at any time  from the  date  hereof  until  the  expiration  of the
     promotional  and  consulting  services  agreement  between  the Company and
     Xxxxxxx dated as of the date hereof ("Consulting Agreement");

          (c) The right to purchase  the option  stock may be exercised in whole
     or in part up to the expiration date.  Notice of exercise will be delivered
     to the  Company,  stating  the number of shares  with  respect to which the
     option is being exercised and specifying a date, not less than five (5) nor
     more than ten (10) days after  such  notice,  as the date on which  Xxxxxxx
     will deliver  payment for such stock. On the date specified in such notice,
     the Company will deliver to Xxxxxxx  certificates  for the number of shares
     with respect to which the option is being  exercised,  against  payment for
     them by certified check for the option price;

          (d)  Xxxxxxx  will not have any rights  with  respect to any shares on
     which this  option has been  exercised  if payment has not been made in the
     manner expressed in the previous paragraph;

          (e) The  option  price and the  number of shares  shall be  subject to
     equitable adjustment, as determined by the certified public accountants for
     the Company, if, while this option is outstanding, there is a change in the
     common shares of the Company through the declaration of share dividends, or
     recapitalization resulting in stock split-ups, combinations or exchanges of
     shares or otherwise;

          (f) During his lifetime, the option rights granted to Xxxxxxx shall be
     exercisable  only by him,  and none of his rights shall be subject to sale,
     transfer, hypothecation or assignment except by will or the laws of descent
     and distribution.  If the Consulting  Agreement  terminates,  all remaining
     rights under this option shall terminate;

     If Xxxxxxx  dies  during the term of the  Consulting  agreement,  his legal
representative  shall have the right within three months  thereafter to exercise
in whole or in part,  any option  which was  available to Xxxxxxx at the time of
his death.

     3.  Approvals.  The  obligation  of the Company to xxxxx Xxxxxxx the option
awarded  under this  Agreement  shall be subject to the  approval of such public
bodies or agencies, if any, as may have jurisdiction in the matter.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above. MERIDIAN HOLDINGS, INC.

By:   /s/ Xxxx Xxxxxx
Xxxx Xxxxxx, CEO

     /s/ Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx