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
