Exhibit 1
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDED AGREEMENT (the "Amendment") is made and effective as of November
30, 2000, by and between Meridian Holdings, Inc. ("Meridian"), a Colorado
corporation, Intercare.com-Dx, Inc. ("Intercare"), a California corporation and
a subsidiary of Meridian, and Xxxxxxx X. Xxxx ("Executive"), an individual, with
respect to the following facts and understandings:
RECITALS
WHEREAS, there was an employment agreement ("Agreement") entered into on
October 31, 1999 by and between Meridian, Intercare Diagnostics, Inc., the
predecessor of Intercare, and Executive in which the latter is retained to serve
in the capacity of President and Chief Technology Officer of Intercare from
November 1, 1999 and up to and including November 1, 2001.
WHEREAS, Article 3.3 of the Agreement granted Executive an option to purchase
cumulatively up to 500,000 restricted shares of Meridian's common stock pursuant
to the then existing Stock Option Agreement between Meridian and Executive.
AMENDMENT
Sufficient consideration haven been given and received, it is now mutually
agreed between all concerned that that paragraph of the Agreement be amended to
read as follows:
"3.3. Stock Option. As an additional element of compensation to Executive, in
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consideration of the services to be rendered, Intercare shall grant to Executive
200,000 restricted shares of Intercare's common stock having a par value of
$0.000. Executive shall have the opportunity to exercise the option during the
term of his employment. The terms and condition of such option shall be
governed by the Stock Option Agreement between Intercare and Executive."
Agreed To: BY: INTERCARE BY: MERIDIAN BY: EXECUTIVE
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/s/ Xxxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxx /s/ Xxxxxx X.Xxxx
Signatures: ______________ ___________ ____________
Xxxxxxx Xxxx Xxxxxxx Xxxx Xxxxxx X Xxxx
Witness: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx