Intercare Dx, Inc. Watch

from 10QSB/A 1 page 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 Russell A. Lyon ("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 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 /S/ Anthony C. Dike /S/ Anthony C. Dike /S/ Russel A.LYON Signatures: Anthony Dike Anthony Dike Russel a Lyon Witness: /S/ Philip Falese Philip Falese

from 10QSB 1 page 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 Russell A. Lyon ("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 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 /S/ Anthony C. Dike /S/ Anthony C. Dike /S/ Russel A.LYON Signatures: Anthony Dike Anthony Dike Russel a Lyon Witness: /S/ Philip Falese Philip Falese