MERIDIAN HOLDINGS, INC.
                            1999 STOCK INCENTIVE PLAN

1.   Purposes.

     The purpose of the 1999 Stock Incentive Plan (the "Plan") is to (i) provide
long-term   incentives   and  rewards  to  employees,   directors,   independent
contractors  or  agents  ("Eligible  Participants")of  Meridian  Holdings,  Inc.
("Meridian")  and its  Subsidiaries;  (ii)  assist  Meridian in  attracting  and
retaining  employees,   directors,   independent   contractors  or  agents  with
experience  and/or ability on a basis competitive with industry  practices;  and
(iii)  associate  the  interests  of  such  employees,  directors,   independent
contractors or agents with those of Meridian's stockholders.

2.   Effective Date.

     The  Plan  is  effective  as of the  date it is  adopted  by the  Board  of
Directors of Meridian,  subject to the approval of the Plan by the holders of at
least a majority of the  outstanding  shares of Meridian common stock present or
represented  and  entitled to vote at the 1999 Annual  Meeting of  Stockholders.
Awards may be made  under the Plan on and after its  effective  date  subject to
stockholder  approval of the Plan provided  above. In the event such approval of
the  stockholders  is not obtained,  all awards  granted under the Plan shall be
null and void.

3.   Administration of the Plan.

     The Plan shall be  administered  by the Board of  Directors of Meridian and
the  Board  shall be so  constituted  as to permit  the Plan to comply  with the
disinterested  administration  requirements  under Rule 16b-3 of the  Securities
Exchange  Act of  1934,  as  amended  (the  "Exchange  Act"),  and the  "outside
director" requirement of Section 162(m) of the Internal Revenue Code of 1986, as
amended (the "Code").

     The Board shall have all the powers  vested in it by the terms of the Plan,
such powers to include  exclusive  authority  (within the limitations  described
herein) to select the Eligible Participants to be granted awards under the Plan,
to  determine  the type,  size and  terms of awards to be made to each  Eligible
Participant  selected,  to determine the time when awards will be granted,  when
they will vest,  when they may be exercised and when they will be paid, to amend
awards previously  granted and to establish  objectives and conditions,  if any,
for earning  awards and  whether  awards will be paid after the end of the award
period.  The  Board  shall  have full  power and  authority  to  administer  and
interpret the Plan and to adopt such rules, regulations,  agreements, guidelines
and  instruments for the  administration  of the Plan and for the conduct of its
business as the Board deems  necessary or advisable and to interpret  same.  The
Board's  interpretation  of the Plan,  and all actions taken and  determinations
made by the  Board  pursuant  to the  powers  vested in it  hereunder,  shall be
conclusive   and  binding  on  all   parties   concerned,   including   Meridian
stockholders, any participants in the Plan and any other Eligible Participant of
Meridian.

     All employees of Meridian and all employees of Affiliates shall be eligible
to participate in the Plan. The Board, in its sole  discretion,  shall from time
to time  designate  from  among the  eligible  employees  and  among  directors,
independent  contractors or agents those  individuals  who are to receive awards
under and thereby  become  participants  in the Plan.  For purposes of the Plan,
"Affiliate" shall mean any entity, as may from time to time be designated by the
Board,  that is a  subsidiary  corporation  of  Meridian  (within the meaning of
Section  424  of the  Code),  and  each  other  entity  directly  or  indirectly
controlling or controlled by or under common control with Meridian. For purposes
of this  definition,  "control"  means the power to direct  the  management  and
policies of such entity, whether through the ownership of voting securities,  by
contract or otherwise; and the terms "controlling" and "controlled" have meaning
correlative to the foregoing.

4.   Awards.

     (a) Types.  Awards under the Plan shall be made with reference to shares of
Meridian common stock and may include, but need not be limited to, stock options
(including  nonqualified  stock options and incentive  stock options  qualifying
under  Section  422  of  the  Code),   stock   appreciation   rights  (including
freestanding,  tandem and limited stock appreciation rights), warrants, dividend
equivalents,  stock awards,  restricted stock, phantom stock, performance shares
or other  securities or rights that the Board  determines to be consistent  with
the  objectives  and  limitations  of the Plan.  The Board may  provide  for the
issuance  of  shares  of  Meridian   common  stock  as  a  stock  award  for  no
consideration  other  than  services  rendered  or, to the extent  permitted  by
applicable  state law,  to be  rendered.  In the event of an award  under  which
shares of Meridian common stock are or may in the future be issued for any other
type of consideration,  the amount of such  consideration  shall (i) be equal or
greater than to the amount (such as the par value of such shares) required to be
received by Meridian in order to assure compliance with applicable state law and
(ii) to the extent  necessary to comply with Rule 16b-3 of the Exchange  Act, be
equal to or greater than 50% of the fair market value of such shares on the date
of grant of such  award.  The Board may make any  other  type of award  which it
shall determine is consistent with the objectives and limitations of the Plan.

     (b) Performance Goals. The Board may, but need not,  establish  performance
goals to be achieved within such performance periods as may be selected by it in
its sole  discretion,  using such measures of the performance of Meridian and/or
its Affiliates as it may select.

     (c) Rules and Policies. The Board may adopt from time to time written rules
and policies  implementing  the Plan.  Such rules and policies may include,  but
need  not be  limited  to,  the  type,  size and  term of  awards  to be made to
participants  and the  conditions  for the  exercise or payment of such  awards.
Rules relating to stock options and free-standing and tandem stock  appreciation
rights (as distinguished from all other awards,  including,  without limitation,
warrants), attached hereto as Exhibit A, have been approved by the Board subject
to the approval of the Meridian  stockholders.  The rules set forth in Exhibit A
may be amended by the Board in accordance with the provisions and subject to the
limitations set forth in Section 10 of the Plan. The Board shall  determine,  in
its sole discretion, the extent to which rules and policies that it may adopt in
the future shall be subject to the approval of the Meridian  stockholders and/or
limitations on the Board's authority to amend such rules or policies.

     (d) Maximum Awards. An Eligible  Participant may be granted multiple awards
under the Plan. The maximum number of shares of Meridian common stock subject to
awards of stock options,  warrants and stock appreciation rights under the Plan,
both  individually and in the aggregate with respect to each such type of award,
that may be granted during any period of five consecutive  calendar years to any
one  individual  shall be limited to 25,000.  To the extent  required by Section
162(m) of the Code,  awards subject to the foregoing limit that are cancelled or
repriced  shall not again be available for award under this limit.  With respect
to awards of stock, restricted stock, phantom stock, performance shares or other
forms of award  conveying a similar  economic  benefit (but  excluding  options,
warrants  and  stock  appreciation  rights),  the  maximum  number  of shares of
Meridian common stock that may be awarded during any period of five  consecutive
years to any one individual  shall be 25,000 and the maximum number of shares of
that may be awarded to all participants under the Plan shall be 100,000, in each
such case on an  individual  and  aggregate  basis with  respect to each of such
types of award.

5.   Shares of Stock Subject to the Plan.

     The  shares  that may be  delivered  or  purchased  or used  for  reference
purposes  under the Plan shall not  exceed an  aggregate  of  100,000  shares of
Meridian  common  stock.  Any shares  subject  to an award  which for any reason
expires or is terminated  unexercised as to such shares shall again be available
for issuance under the Plan.

6.   Payment of Awards.

     The Board shall  determine  the extent to which  awards shall be payable in
cash, shares of Meridian common stock or any combination  thereof. The Board may
determine  that all or a portion of a payment to a  participant  under the Plan,
whether  it is to be  made  in  cash,  shares  of  Meridian  common  stock  or a
combination  thereof shall be deferred.  Deferrals shall be for such periods and
upon such terms as the Board may determine in its sole discretion.

7.   Vesting.

     The Board may determine that all or a portion of a payment to a participant
under the Plan,  whether  it is to be made in cash,  shares of  Meridian  common
stock or a  combination  thereof,  shall be vested  at such  times and upon such
terms as may be selected by it in its sole discretion.

8.   Dilution and Other Adjustment.

     In the event of any change in the  outstanding  shares of  Meridian  common
stock  by  reason  of  any  split,  stock  dividend,  recapitalization,  merger,
consolidation,  spin-off,  reorganization,  combination or exchange of shares or
other similar corporate change, such equitable  adjustments shall be made in the
Plan  and the  awards  thereunder  as the  Board  determines  are  necessary  or
appropriate,  including,  if necessary,  any adjustments in the number,  kind or
character  of shares that may be subject to existing or future  awards under the
Plan  (including by  substitution  of shares of another  corporation  including,
without  limitation,  any successor of Meridian ),  adjustments in the exercise,
purchase  or base  price of an  outstanding  award  and any  adjustments  in the
maximum numbers of shares referred to in Section 4 or Section 5 of the Plan. All
such adjustments shall be conclusive and binding for ail purposes of the Plan.

9.   Miscellaneous Provisions.

     (a)  Rights as  Stockholder.  A  participant  under the Plan  shall have no
rights as a holder of Meridian  common stock with  respect to awards  hereunder,
unless  and  until  certificates  for  shares of such  stock  are  issued to the
participant.

     (b) Assignment to Transfer. No award under this Plan shall be transferrable
by the  participant  or shall be  subject  to any  manner of  alienation,  sale,
transfer,  assignment,  pledge,  encumbrance  or  charge  (other  than  by or to
Meridian),  except (i) by will or the laws of the descent and distribution (with
all references  herein to the rights or duties of holders or  participants to be
deemed to include such beneficiaries or legal  representatives of the holders or
participant unless the context otherwise  expressly  requires);  (ii) subject to
the prior approval of the Board,  for transfers to members of the  participant's
immediate  family,  charitable  institutions,  trusts  whose  beneficiaries  are
members of the participant's  immediate family and/or  charitable  institutions,
trusts whose  beneficiaries  are members of the  participant's  immediate family
and/or charitable  institutions,  or to such other persons or entities as may be
approved by the Board in each case  subject to the  condition  that the Board be
satisfied  that such  transfer is being made for the estate  and/or tax planning
purposes on a gratuitous or donative basis and without consideration (other than
nominal consideration) being received therefor. Except as provided above, during
the lifetime of a participant,  awards  hereunder are  exercisable  only by, and
payable  only to, the  participant.  Notwithstanding  anything  to the  contrary
contained  herein,  until the  expiration of the phase-in  period under new Rule
16b-3 under the Exchange Act (as generally effective May 1, 1991, and amendments
thereto),  any  derivative  security the grant of which is intended to be exempt
from  Section  16(b)  under  the  Exchange  Act  shall  not be  transferable  or
exercisable  other than as  permitted by former Rule  16b-3(d)(1)(ii)  under the
Exchange Act.

     (c)  Agreements.  All awards  granted  under the Plan shall be evidenced by
agreements  in  such  form  and  containing   such  terms  and  conditions  (not
inconsistent with the Plan) as the Board shall adopt.

     (d) Compliance with Legal Regulations.  During the term of the Plan and the
term of any awards  granted  under the Plan,  Meridian will at all times reserve
and keep  available such number of shares as may be issuable under the Plan, and
will seek to obtain from any regulatory body having jurisdiction,  any requisite
authority  required  in the  opinion of counsel  for  Meridian in order to grant
shares of Meridian  common  stock,  or options to  purchase  such stock or other
awards  hereunder,  and transfer,  issue or sell such number of shares of common
stock as shall be sufficient to satisfy the requirements of any options or other
awards. If in the opinion of counsel for Meridian the transfer, issue or sale of
any  shares of its  stock  under the Plan  shall  not be lawful  for any  reason
including  the inability of Meridian to obtain from any  regulatory  body having
jurisdiction  authority deemed by such counsel to be necessary to such transfer,
issuance or sale, Meridian shall not be obligated to transfer, issue or sell any
such shares. In any event, Meridian shall not be obligated to transfer, issue or
sell any  shares  to any  participant  unless  a  registration  statement  which
complies  with the  provisions  of the  Securities  Act of 1933, as amended (the
"Securities Act"), is in effect at the time with respect to such shares or other
appropriate action has been taken under and pursuant to the terms and provisions
of the  Securities  Act and any other  applicable  securities  laws, or Meridian
receives evidence satisfactory to the Board that the transfer,  issuance or sale
of such shares, in the absence of an effective  registration  statement or other
appropriate action, would not constitute a violation of the terms and provisions
of the Securities Act.  Meridian's  obligation to issue shares upon the exercise
of any award  granted  under the Plan shall in any case be  subject to  Meridian
being satisfied that the shares purchased are being purchased for investment and
not with a view to the distribution  thereof,  if at the time of such exercise a
resale of such shares would otherwise  violate the Securities Act in the absence
of an effective registration statement relating to such shares.

     (e)  Withholding  Taxes.  Meridian  shall have the right to deduct from all
awards  hereunder  paid in cash  any  federal,  state,  local or  foreign  taxes
required by law to be withheld  with respect to such awards and, with respect to
awards  paid in stock,  to require  the payment  (through  withholding  from the
participant's salary or otherwise) of any such taxes. The obligation of Meridian
to make delivery of awards in cash or Meridian  common stock shall be subject to
currency or other restrictions imposed by any government.

     (f) No Rights to Award. No Eligible  Participant or other person shall have
any right to be granted an award under the Plan. Neither the Plan nor any action
taken  hereunder  shall be  construed  as giving  any  employee  any right to be
retained in the employ of Meridian or any of its subsidiaries or shall interfere
with or restrict in any way the rights of  Meridian or its  subsidiaries,  which
are  hereby  reserved,  to  discharge  the  employee  at any time for any reason
whatsoever, with or without good cause.

     (g) Costs and Expenses.  The costs and expenses of  administering  the Plan
shall be borne by  Meridian  and not  charged  to any award nor to any  Eligible
Participant receiving an award.

     (h)  Funding of Plan.  The Plan shall be  unfunded.  Meridian  shall not be
required  to  establish  any  special  or  separate  fund or to make  any  other
segregation of assets to assure the payment of any award under the Plan.

10.  Amendments and Termination.

     (a)  Amendments.  The Board may at any time  terminate or from time to time
amend the Plan in whole or in part,  but no such action shall  adversely  affect
any rights or obligations with respect to any awards  theretofore made under the
Plan.

     Unless  the  holders of at least a majority  of the  outstanding  shares of
Meridian common stock present, or represented, and entitled to vote at a meeting
of  stockholders  shall have first  approved  thereof,  no amendment of the Plan
shall be  effective  which  would  (i)  increase  the  maximum  number of shares
referred to in section 5 of the Plan or the  maximum  awards that may be granted
pursuant to section  4(d) of the Plan to any one  individual  or (ii) extend the
maximum  period during which awards may be granted under the Plan.  For purposes
of this section 10 (a), any (A)  cancellation and reissuance or (B) repricing of
any awards  made under the Plan at a new option  price as  provided in Exhibit A
hereto shall not constitute an amendment of this Plan.

     With consent of the Eligible Participant adversely affected,  the Board may
amend  outstanding  agreements  evidencing awards under the Plan in a manner not
inconsistent with the terms of the Plan.

     (b) Termination.  Unless the Plan shall theretofore have been terminated as
above provided, the Plan (but not the awards theretofore granted under the Plan)
shall terminate on and no awards shall be granted after July __, 2009.

11.  Governing Law.

     The validity and  construction of the Plan and any agreements  entered into
thereunder shall be governed by the laws of the State of Florida.