MERIDIAN USA HOLDINGS, INC. SECURITYHOLDERS AGREEMENT

     This  Securityholders  Agreement  (this "Agreement") is made as of June 16,
2000  by  and  among  Meridian  USA  Holdings,  Inc., a Florida corporation (the
"Company"),  Alan  Posner  and  Mark  Streisfeld  (each,  a  "Founder"  and,
collectively with their transferees, the "Founders"), Joel Flig, Paul M. Galant,
Ronald  Shapss (each an "Other Holder," collectively with their transferees, the
"Other  Holders"  and  together with the Founders, the "Management Holders") and
the  purchasers  of  the  Company's  Series  A  Convertible  Notes due 2010 (the
"Convertible  Notes")  listed  on the signature pages hereto (each a "Purchaser"
and,  collectively  with  their  transferees,  the  "Purchasers").

     WHEREAS, the Management Holders currently own shares of Common Stock of the
Company,  $.001  par  value  per  share  (the  "Common Stock") and shares of the
Company's  Series  I  Preferred  Stock, $1.00 par value per share (the "Series I
Preferred");  and

    WHEREAS, the Purchasers and the Company  have  entered  into  that  certain
Securities  Purchase  Agreement  dated  as  of  June  16,  2000  (the  "Purchase
Agreement");  and

    WHEREAS, the Purchase Agreement provides for, among other things, the sale
By the Company and the purchase by the Purchasers of $8,000,000 aggregate
Principal amount of the Company's Series A Convertible Notes (the "Convertible
Notes"); and

    WHEREAS, the sale of the Convertible Notes to the Purchasers is conditioned
Upon the extension of the rights set forth herein, and the Company and the
Management Holders  desire  to  extend  such  rights  herein.

     NOW,  THEREFORE,  the  parties  agree  as  follows:

     1.     Definitions.  For  purposes  of  this Agreement, the following terms
shall  have  the  following  meanings.

    1.1     "Affiliate"  of any person or entity shall mean any other person or
entity  which,  directly  or  indirectly, controls, is controlled by or is under
common  control  with  such  person  or  entity.

    1.2  "Common  Stock Equivalents"  means  and  includes  all  shares  of  the
Company's  Common Stock issued and outstanding at the relevant time plus (a) all
shares of Common Stock that may be issued upon exercise of any options, warrants
and  other  rights  of any kind that are then exercisable, and (b) all shares of
Common  Stock  that  may  be  issued  upon  conversion  or  exchange  of (i) any
convertible  securities,  including  without  limitation the Series I Preferred,
Series  II  Preferred  and  all  other  preferred stock and debt securities then
outstanding,  which are by their terms then convertible into or exchangeable for
Common  Stock, or (ii) any such convertible securities issuable upon exercise of
options,  warrants  or  other  rights, in  each case that are then exercisable.

    1.3 "Investment  Return  Date"  means the first date on which the Purchasers
who  acquire  Convertible  Notes (or shares of Series II Preferred issuable upon
conversion  of  Convertible  Notes) prior to the date ninety (90) days after the
Purchase Date have Transferred (other than to Affiliates) shares of Common Stock
in  transactions  consummated after the date ninety (90) days after the Purchase
Date  and  yielding  aggregate proceeds to such Purchasers at least equal to the
sum  of  (x)  $8,000,000,  plus  (y)  the  amount necessary to provide an IRR on
amounts  invested  equal  to twelve percent (12%), compounded quarterly, through
the  date  of  such  payment.

    1.4 "IRR"  means  an  annual  internal rate of return, calculated on a daily
basis,  but  compounded  quarterly.

    1.5 "Management Stock" means the Common Stock Equivalents currently owned or
hereafter  acquired  by  the  Management Holders or their transferees who become
parties  to  this  Agreement.

     1.6  "Purchase  Date"  means  June  16,  2000.

    1.7  "Purchaser Stock" means the Common Stock Equivalents currently owned or
hereafter  acquired by the Purchasers or their transferees who become parties to
this  Agreement.

     1.8  "Series II Preferred" means the Series II Convertible Preferred Stock,
$.01  par  value  per  share,  of  the  Company.

    1.9  "Transfer" means (i) when used  as  a  noun:  any direct or indirect
transfer,  sale,  assignment,  pledge,  hypothecation,  encumbrance  or  other
disposition  and  (ii)  when used as a verb: to directly or indirectly transfer,
sell,  assign,  pledge,  hypothecate,  encumber,  or  otherwise  dispose  of.

     2.     Restrictions  on  Transfer.

     2.1     Transfers  in  Accordance  with  this  Agreement.  Any  attempt  to
Transfer,  or purported Transfer of, any shares of Management Stock in violation
of  the  terms  of this Agreement shall be null and void and neither the Company
nor  any transfer agent shall register upon its books any such Transfer.  A copy
of this Agreement shall be filed with the Secretary of the Company and kept with
the  records  of  the  Company.

     2.2  Agreement to be bound.  No Management Holder shall Transfer any shares
of  Management  Stock  (other  than  Transfers  to  the  Company or Transfers in
accordance  with  (i)  Sections  2.3  and  2.4 or (ii) Section 3) unless (x) the
certificates  representing such shares of capital stock issued to the transferee
bear  the legend provided in Section 5, and (y) the transferee (if not already a
party  hereto)  has  executed  and  delivered  to  each other party hereto, as a
condition  precedent  to such Transfer, an instrument or instruments, reasonably
satisfactory  to  the  Purchasers,  confirming  that the transferee agrees to be
bound  by  the  terms of this Agreement as a Founder or Other Holder in the same
manner  and  capacity  as  such party's transferor and as if such transferee had
executed  this  Agreement  on  the  date  hereof.

     2.3  Notice of Proposed Transfer. Prior to the Investment  Return Date no
Management  Holder  may sell shares of Management Stock pursuant to Sections 2.3
and  2.4.  After the Investment Return Date, if any Management Holder desires to
sell  (a  "Selling  Holder"), and has received a bona fide offer in writing from
unaffiliated  third  parties to buy, shares of Management Stock, such Management
Holder  shall  provide  the  Company  and  each of the Purchasers with a written
notice  (the "Sale Notice") of the proposed sale at least thirty (30) days prior
to the proposed date thereof.  The Sale Notice shall contain each and every term
of the proposed sale, including, without limitation, a copy of the written offer
received,  the name and address of the prospective purchaser, the purchase price
and terms of payment, the date and place of the proposed sale, and the number of
shares  of  Management  Stock  proposed  to  be  sold by such Management Holder.

     2.4     Right  of  Co-Sale.

     (a)     Upon receipt of the Sale Notice each Purchaser shall have the right
exercisable  upon  written notice to the (a) Selling Holder within ten (10) days
after  receipt  of  the  notice,  to  participate  in such Transfer of shares of
Management Stock.  Each Purchaser may notify the Selling Holder of its desire to
Transfer  to the prospective purchaser (or at the Purchaser's option and demand,
to  the Selling Holder, who hereby agrees to purchase in the event that a direct
sale from the Selling Holder to the prospective purchaser is consummated) all or
any part of the shares of stock of the Company which the Purchaser then holds on
the  same  terms  as  those on which the Selling Holder proposed to Transfer its
Management  Stock  to  the  prospective purchaser.  The maximum number of shares
which  a  Purchaser  shall be entitled to sell pursuant to this Section 2.4 with
respect  to  any  single  sale by a Selling Holder shall be equal to that number
obtained  by  multiplying  (x)  the  total  number  of  shares  of  Common Stock
Equivalents  proposed  to  be  sold  in  such Transfer, times (y) a fraction the
numerator  of which is the total number of Common Stock Equivalents held by such
Purchaser,  and the denominator of which is the total number of shares of Common
Stock  Equivalents  (including  only  the  number of shares of Common Stock into
which (i) the Convertible Notes (including the Series II Preferred issuable upon
conversion  of  the Convertible Notes) and the shares of Series I Preferred have
been  converted  or are then convertible and (ii) other Common Stock Equivalents
held  by  such Selling Holder are then convertible).  If the Purchaser elects to
sell  to the prospective purchaser, then the Selling Holder shall assign as much
of  its  interest in the agreement of sale with the prospective purchaser as the
Purchaser  shall  be  entitled  to  and  shall  accept  hereunder.

     (b)  If, after expiration of the time periods described in Section 2.4(a),
the  Purchasers  do not send notice pursuant to subparagraph (a) above, then the
Selling  Holder  shall  be free to sell the stock to such prospective purchaser,
but  only  at  the  time and on the same terms and conditions as outlined in the
Sale  Notice  sent  to  the  Purchasers, and provided that in the event that the
Transfer  of such Shares is not closed within sixty (60) days of the date of the
Sale  Notice,  they shall once again be subject to the right of co-sale provided
herein.  Any  proposed  sale  or Transfer on terms and conditions more favorable
than  those described in the Sale Notice pursuant to Section 2.3, as well as any
subsequent  proposed  Transfer of any shares of Management Stock by a Management
Holder, shall again be subject to the co-sale rights of the Purchasers and shall
require  compliance  by  the  Management Holder with the procedures described in
this  Section  2.4.

   (c)  The  exercise  or non-exercise of the rights of the Purchasers hereunder
to  participate  in  one  or  more transfers by the Management Holders shall not
adversely  affect  their rights to participate in subsequent transfers of shares
of  Management  Stock  subject  to  this  Section  2.4

     3.     Transfers  to  Which  Co-Sale  Rights  Do  Not  Apply.

     3.1     Exception  for  Certain  Family Gifts.  Notwithstanding anything in
this  Agreement  to the contrary, Transfers of Management Stock by gift or other
transfer  to immediate family members of such Management Holder or to trusts for
the  exclusive benefit of family members of such Management Holder, or transfers
of  Management  Stock  by  will  or  intestate  succession, shall be exempt from
Section  2.4  of this Agreement, provided that each transferee agrees in writing
to  hold the Management Stock so transferred subject to all of the provisions of
this  Agreement  so  that  such  transferee  is  bound by all provisions of this
Agreement  and that there shall be no further transfer of such Management Stock,
except  in accordance with the terms of this Agreement.  Any transferee or other
recipient  not  so agreeing may not receive any shares of Management Stock.  For
purposes of this Section 3.1, the term "immediate family" shall mean the spouse,
child,  grandchild, father, mother, brother or sister of such Management Holder,
the adopted child or adopted grandchild of such Management Holder, or the spouse
of any child, adopted child, grandchild or adopted grandchild of such Management
Holder.

     3.2 Other Permitted Transfers. Notwithstanding anything in this Agreement
to  the  contrary,  Transfers of Management Stock pursuant to Rule 144 under the
Securities  Act  of  1933,  as  amended (a "Rule 144 Transaction"), (i) by Other
Holders  at  any  time,  and  (ii) by Founders after the Investment Return Date,
respectively, shall be exempt from Sections 2.2., 2.3 and 2.4 of this Agreement;
provided  that  prior  to  engaging  in  a Rule 144 Transaction, such Management
Holder  shall  provide  the  Purchasers  with  a  written  notice (the "Rule 144
Notice") of such proposed Rule 144 Transaction including the number of shares of
Management  Stock  proposed to be sold in such Rule 144 Transaction and the then
current market price for such shares.  Upon receipt of the Rule 144 Notice, each
Purchaser  shall  have  the  right  exercisable  upon  written  notice  to  such
Management  Holder  within three (3) business days after receipt of the Rule 144
Notice,  to purchase such shares at such market price.  If after the end of such
period,  such  Management Holder shall be free to sell such shares for which the
Purchasers  have  not  provided notice in a Rule 144 Transaction within ten (10)
days  of  the  Rule  144  Notice.

      3.3  Reports. So that the Management Holders may comply with the terms of
this  Section  3,  the  Purchasers  shall provide to the Company within five (5)
business  days after any Transfer (other than to Affiliates) of shares of Common
Stock,  a  report  setting  forth  the  number  of  shares  so  Transferred, the
consideration  received  therefor  and  a calculation of the IRR with respect to
such  shares.

     4.     Board  of  Directors.

     4.1     Nomination  Rights.  So  long  as  $1,000,000  aggregate  principal
amount of Convertible Notes remain outstanding, the Purchasers shall be entitled
to nominate one person to serve as a director of the Company.  Each such nominee
shall  hold  his  or her office as a director of the Company for such term as is
provided  in  the  Company's  charter  documents  or  until  his  or  her death,
resignation  or  removal from the board of directors of the Company or until his
or  her  successor  has  been  duly elected and qualified in accordance with the
provisions  of  this  Agreement,  the Company's charter documents and applicable
law.  If  such  a  nominee  ceases to serve as a director of the Company for any
reason  during  his  or  her term, a nominee for the vacancy resulting therefrom
will  be  designated  by  the  Purchasers.

     4.2  Election of Nominees.  So long as the Company is in compliance with
this  Section  4  and  Section  7 of the Certificate of Designation of Series II
Preferred,  each  of  the parties hereto shall vote all Common Stock Equivalents
then  held by such party in favor of the individuals nominated by the Purchasers
and  individuals nominated by the Company for election to its Board of Directors
at  the two annual meetings of shareholders immediately after the Purchase Date.

     5.     Restrictive  Legend  and  Stop-Transfer  Orders.

     5.1     Legend.  Each  Management  Holder  understands  and agrees that the
Company  shall  cause  the  legend  set  forth  below, or a legend substantially
equivalent thereto, to be placed upon any certificate(s) evidencing ownership of
the  Management  Stock.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY BE TRANSFERRED
ONLY IN COMPLIANCE WITH A SECURITYHOLDERS AGREEMENT DATED AS OF JUNE 16, 2000, A
COPY  OF  WHICH  IS  ON  FILE  AT  THE  PRINCIPAL  OFFICE  OF  THE  COMPANY.

     Such  legend shall be removed upon consummation of a Transfer in accordance
with  Section  2.4  or  a  Rule  144  Transaction.

     5.2     Stop  Transfer  Instructions.  Each  Management  Holder  agrees, to
insure  compliance  with  the  restrictions referred to herein, that the Company
will issue appropriate "stop transfer" certificates or instructions and that, if
the  Company  transfers its own securities, it may make appropriate notations to
the  same  effect  in  its  records.

     6.     Assignment  of  Rights.  The rights to which a Purchaser is entitled
hereunder  may  be assigned or otherwise transferred by that Purchaser to one or
more  "accredited  investors"  who  hold  Convertible Notes, shares of Series II
Preferred  and/or  shares  of Common Stock issued on conversion of the Series II
Preferred; provided, however, that with respect to each such assignment or other
transfer,  the  Company  shall  be  given  written  notice  of the transfer, the
transferee  shall  agree  in  writing  to  be  bound  by  the provisions of this
Agreement,  and such transfer shall otherwise be effected in accordance with all
applicable  securities laws and all other applicable agreements, if any, between
the  Company  and  such  Purchaser.

    7.  Automatic  Termination. If not earlier  terminated pursuant to Article
8.4,  this Agreement shall terminate automatically upon the third anniversary of
the  Investment  Return  Date  or  the  redemption  of  all  shares of Series II
Preferred  in  accordance  with  their  terms.

     8.     Miscellaneous  Provisions.

     8.1     Notices.  All  notices  and  other  communications  required  or
permitted hereunder shall be in writing (or in the form of a telecopy (confirmed
in writing) to be given only during the recipient's normal business hours unless
arrangements have otherwise been made to receive such notice by telecopy outside
of  normal  business hours) and shall be mailed by registered or certified mail,
postage  prepaid,  or  otherwise  delivered  by hand, messenger, or telecopy (as
provided  above)  addressed  (a)  if to a Purchaser or Management Holder, at the
address for such Purchaser or Management Holder set forth on the signature pages
hereto  or  at  such  other address as such Purchaser or Management Holder shall
have  furnished  to  the  Company in writing, or (b) if to the Company, one copy
should be sent to its principal executive offices and addressed to the attention
of  the  Corporate  Secretary or at such other address as the Company shall have
furnished  in  writing  to  the  Purchasers.

     8.2  Binding on Successors and Assigns.  This Agreement, and the rights and
obligations  of  the  parties  hereunder,  shall inure to the benefit of, and be
binding  upon,  their  respective  successors,  permitted  assigns  and  legal
representatives.

    8.3  Severability.  If one or more of the  provisions of this Agreement
should,  for  any reason, be held to be invalid, illegal or unenforceable in any
respect,  such  invalidity,  illegality or unenforceability shall not affect any
other  provisions  of this Agreement, and such invalid, illegal or unenforceable
provision  shall  be  enforced  to  the  extent  permissible.

    8.4  Amendment. Any amendment, extension, modification  or termination of
this  Agreement  shall  be  effective  only  with the written consent of (i) the
Company, (ii) Purchasers who hold not less than 50% of the Convertible Notes and
Series II Preferred than held by all Purchasers, voting together on the basis of
aggregate  principal  amount and liquidation preference and (iii) the holders of
more  than  50%  of  the  Management Stock.  Any waiver by a party of its rights
hereunder  shall be effective only if evidenced by a written instrument executed
by a duly authorized representative of such party.  No such waiver shall require
consent  of  the Company, any Management Holder or any Purchaser, other than the
person  making  the  waiver.

     8.5  Governing Law. This Agreement shall  be governed by and construed in
accordance  with the laws of the State of Florida as applied to agreements among
Florida  residents  entered  into  and  to be performed entirely within Florida.

    8.6  Obligations of Company. The Company agrees to use its best efforts to
enforce  and  abide  by the terms of this Agreement, to inform each Purchaser of
any  breach  hereof  (to  the  extent  the Company has knowledge thereof) and to
assist  each  Purchaser  in  the  exercise  of  its  rights  hereunder.

     8.7 Expenses. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs and necessary disbursements in addition to any
other  relief  to  which  such  party  may  be  entitled.

    8.8  Counterparts. This Agreement may be  executed  in  any  number  of
counterparts,  each  of  which  shall  be  deemed  an  original and all of which
together  shall  constitute  one  and  the  same  instrument.

    8.9  Facsimile Signatures. Any signature page delivered by a fax machine or
telecopy  machine  shall  be binding to the same extent as an original signature
page,  with regard to any agreement subject to the terms hereof or any amendment
thereto.  Any  party  who delivers such a signature page agrees to later deliver
an  original  counterpart  to  any  party  which  requests  it.

     8.10  Entire Agreement. This Agreement constitutes the entire understanding
and  agreement  of  the  parties  with  respect to the subject matter hereof and
supersedes  any prior understandings and agreements with respect to such subject
matter.

     8.11  Consent to Jurisdiction and Venue.  EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO SUBMIT TO THE EXCLUSIVE JURISDICTION
OF  THE  COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA, IN
EACH  CASE  LOCATED  IN  THE  COUNTY  OF NEW YORK, FOR ANY ACTION, PROCEEDING OR
INVESTIGATION  IN  ANY COURT OR BEFORE ANY GOVERNMENTAL AUTHORITY ("LITIGATION")
ARISING  OUT  OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY  (AND  AGREES  NOT  TO COMMENCE ANY LITIGATION RELATING THERETO EXCEPT IN
SUCH COURTS), AND FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR
DOCUMENT  BY  REGISTERED  MAIL  TO  ITS  RESPECTIVE  ADDRESS  SET  FORTH IN THIS
AGREEMENT  SHALL  BE  EFFECTIVE  SERVICE  OF  PROCESS FOR ANY LITIGATION BROUGHT
AGAINST IT IN ANY SUCH COURT.  Each of the parties hereto hereby irrevocably and
unconditionally  waives  any  objection to the laying of venue of any Litigation
arising  out  of  this  Agreement or the transactions contemplated hereby in the
courts  of  the  State of New York or the United States of America, in each case
located  in  the  County  of  New  York,  and  hereby  further  irrevocably  and
unconditionally  waives  and agrees not to plead or claim in any such court that
any  such  Litigation  brought  in  any  such  court  has  been  brought  in  an
inconvenient forum.  EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO  THE  FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL
BY  JURY  IN  CONNECTION  WITH ANY LITIGATION ARISING OUT OF OR RELATING TO THIS
AGREEMENT  OR  THE  TRANSACTIONS  CONTEMPLATED  HEREBY.




  IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date  first  written  above.

THE  COMPANY:       MERIDIAN  USA  HOLDINGS,  INC.
                    By:   /s/  Mark  Streisfeld
                    -----------------------
                    Name:  Mark  Streisfeld
                    Title:  President

FOUNDERS:            /s/  Paul  M.  Galant
                    -----------------------
                    Paul  M.  Galant

          Address:  470  N.E.  25th  Terrace
                    Boca  Raton,  FL  33431

                     /s/  Alan  Posner
                    -------------------
                    Alan  Posner

          Address:  6786  Willow  Wood  Drive
                    Boca  Raton,  FL  33431

                     /s/  Mark  Streisfeld
                    -----------------------
                    Mark  Streisfeld

          Address:  15848  Laurel  Oak  Circle
                    Delray  Beach,  FL  33484

OTHER  HOLDERS:       /s/  Joel  Flig
                    -----------------
                    Joel  Flig

          Address:  425  Cedarhurst  Avenue
                    Cedarhurst,  NY   11516

                     /s/  Ronald  Shapss
                    ---------------------
                    Ronald  Shapss

         Address:  75  Montebello  Road
                   Suffern,  NY  10901



<PAGE>
PURCHASERS:     U.S.  BANCORP  INVESTMENTS,  INC.

                By:    /s/ Jess M. Ravich
                Name:  Jess M. Ravich
                Title: Chairman

Address:  11766  Wilshire  Boulevard,
          Suite  870
          Los  Angeles,  CA  90025
          Attention:  General  Counsel
          Facsimile:  (310)  312-5640