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
