WARRANT
THIS  WARRANT  HAS  NOT  BEEN  REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS
AMENDED,  OR  ANY STATE SECURITIES LAWS.  NO SALE OR DISPOSITION MAY BE EFFECTED
WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (ii) AN OPINION
OF  COUNSEL  FOR  THE  HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION  IS  NOT  REQUIRED, (iii) RECEIPT OF A NO-ACTION LETTER(S) FROM THE
APPROPRIATE  GOVERNMENTAL  AUTHORITY(IES),  OR (iv) OTHERWISE COMPLYING WITH THE
PROVISIONS  OF  SECTION  6  OF  THIS  WARRANT.

                           MERIDIAN USA HOLDINGS, INC.

                       WARRANT TO PURCHASE 698,947 SHARES

           OF COMMON STOCK, PAR VALUE $.001 PER SHARE (this "Warrant")

Warrant  No.  __

     MERIDIAN  USA  HOLDINGS, INC, a Florida corporation (the "Company"), hereby
certifies  that,  for  value  received,  U.S.  Bancorp  Investments,  Inc.  (the
"Holder"),  or  registered  assigns,  is the registered holder of a warrant (the
"Warrant")  to  subscribe  for and purchase 698,947 shares of the fully paid and
nonassessable  Common  Stock, par value $.001 per share (as adjusted pursuant to
Section  4  hereof,  the "Warrant Shares") of the Company, at the price of $1.75
per  share  (such price and such other price as shall result, from time to time,
from  the adjustments specified in Section 4 hereof is herein referred to as the
"Warrant  Price"),  subject  to the provisions and upon the terms and conditions
hereinafter  set  forth.  As used herein, (a) the term "Common Stock" shall mean
the  Company's presently authorized Common Stock, par value $.001 per share, and
any  stock  into  or  for  which such Common Stock may hereafter be converted or
exchanged in a transaction described in paragraph (d) of Section 4, (b) the term
"Date  of  Grant"  shall  mean  June 16, 2000, and (c) the term "Other Warrants"
shall mean any warrant issued upon transfer or partial exercise of this Warrant.
The  term  "Warrant"  as  used  herein shall be deemed to include Other Warrants
unless  the  context  hereof  or  thereof  clearly requires otherwise.  The term
"Securityholder(s)" as used herein means the Holder and the other entity(ies) or
person(s)  purchasing  securities  of  the  Company  in  connection  with  the
transaction  pursuant  to  which  Holder  has  purchased  this  Warrant, if any.

     1.  Term.  The  purchase  right  represented  by  this  Warrant  is
exercisable,  in  whole  or  in part, at any time and from time to time from the
Date  of  Grant  through  and  including  the  close  of business on the seventh
anniversary  of  the  Date  of  Grant  (the  "Expiration  Date").

     2.  Method of Exercise; Payment; Issuance of New Warrant.  Subject to
Section 1 hereof, the purchase right represented by this Warrant may be
exercised by the holder  hereof,  in  whole or in part and from time to time,
by the surrender of this Warrant (with the notice of exercise form attached
hereto as Exhibit A duly executed)  to  the  Company  at its address listed on
the signature page hereto,along  with  (i) the delivery of cash, or a certified
or official bank check in the  amount  of  such  Warrant  Price,  (ii) by an
instruction to the Company to withhold  a  number  of  Warrant  Shares  then
issuable  upon  exercise  of the particular  Warrant  pursuant  to Section 8.2
below (the "Net Exercise Option"), (iii) the surrender to the Company of shares
of Common Stock previously acquired by  the  Holder with an aggregate Fair
Market Value (as defined in Section 4(i)) equal  to  such Warrant Price, or
(iv) any combination of the foregoing.  In the event of any withholding of
Warrant Shares or surrender of Common Stock pursuant to clause (ii) or (iii)
above where the number of shares whose Fair Market Value is  equal  to  the
Warrant  Price  is  not a whole number, the number of shares withheld  by  or
surrendered to the Company shall be rounded down to the nearest whole  share;
provided  that  the Holder is (i) not subject to the Bank Holding Company Act
of 1956, as amended (the "BHCA") or (ii) a bank holding company or an Affiliate
(as defined below) of a bank holding company and has the authority to hold
Capital Stock pursuant to Section 1843(k)(H) of the BHCA.  The person or persons
in whose  name(s) any certificate(s) representing shares of Common Stock shall
be  issuable  upon exercise of this Warrant shall be deemed to have become the
holder(s) of  record of, and shall be treated for all purposes as the record
holder(s) of, the shares represented thereby (and such shares shall be deemed
to have been  issued) immediately  prior  to the close of business on the date
or dates upon which this Warrant is exercised.  In the event of any exercise of
the rights represented by  this  Warrant,  certificates for the shares of stock
so purchased shall be delivered to the holder hereof as soon as possible and in
any event  within three (3)  business  days  after  such exercise and, unless
this Warrant has been fully exercised, a new Warrant representing the portion
of the Warrant  Shares,  if any,  with respect to which this Warrant shall not
then have been exercised shall also be issued to the holder hereof as soon as
possible and in  any  event  within such three (3) business day period.  The
term "Affiliate" means  any  other  person directly or indirectly controlling
or controlled by or under  direct  or  indirect  common  control  with  such
Holder.

     3.  Stock Fully Paid; Reservation of Shares. All Warrant Shares that may be
issued  upon  the  exercise of the rights represented by this Warrant will, upon
issuance  pursuant  to  the  terms  and  conditions  herein,  be  fully paid and
nonassessable,  and  free  from  all taxes (other than any taxes determined with
respect  to,  or  based  upon,  the income of the person to whom such shares are
issued),  liens  and  charges (other than liens or charges created by actions of
the  holder  of  this Warrant or the person to whom such shares are issued), and
preemptive  rights with respect to the issue thereof.  The Company shall pay all
transfer  taxes, if any, attributable to the issuance of the Warrant Shares upon
the  exercise  of  this  Warrant.  During  the  period  within  which the rights
represented by this Warrant may be exercised, the Company will at all times have
authorized,  and  reserved  for  the  purpose  of the issue upon exercise of the
purchase  rights evidenced by this Warrant, a sufficient number of shares of its
Common  Stock  to  provide  for  the  exercise of the rights represented by this
Warrant.

     4. Adjustment of Warrant Price and Number of Shares. The number and kind of
securities  purchasable  upon the exercise of this Warrant and the Warrant Price
shall  be subject to adjustment from time to time upon the occurrence of certain
events,  as  follows:

     a.  Warrant  Price  Adjustments  of  Common  Stock  for Certain Dilutive
Issuances, Splits and Combinations.  The Warrant Price of the Common Stock shall
be  subject  to  adjustment  from  time  to  time  as  follows:

     i.  In  the  event  the  Company should at any time or from time to time
after  the  Date  of  Grant fix a record date for the effectuation of a split or
subdivision  of  the  outstanding shares of Common Stock or the determination of
holders  of  Common  Stock  entitled to receive a dividend or other distribution
payable  in  additional  shares  of  (i) Common Stock, (ii) warrants, options or
other  rights  to  subscribe  for  or  to  purchase  Common Stock or Convertible
Securities ("Options"), or (iii) securities convertible into or exchangeable for
Common  Stock.  ("Convertible  Securities,"  and  together with Options, "Common
Stock  Equivalents") without payment of any consideration by such holder for the
additional shares of Common Stock or the Common Stock Equivalents (including the
additional shares of Common Stock issuable upon conversion or exercise thereof),
then,  as  of such record date (or the date of such dividend distribution, split
or  subdivision  if  no  record  date  is  fixed),  the  Warrant  Price shall be
appropriately  decreased  so  that the number of shares of Common Stock issuable
upon  the  exercise  of  this  Warrant  shall be increased in proportion to such
increase  in  the  aggregate  number  of  shares of Common Stock outstanding and
issuable  with  respect  to  such  Common  Stock  Equivalents.

     ii.  If  the  number  of  shares of Common Stock outstanding at any time
after  the Date of Grant is decreased by a combination of the outstanding shares
of  Common  Stock,  then,  following  the  record  date of such combination, the
Warrant  Price  shall be appropriately increased so that the number of shares of
Common  Stock  issuable  upon the exercise of this Warrant shall be decreased in
proportion  to  such  decrease  in  outstanding  shares.

     b. Warrant Price Adjustments for Sale of Shares Below Conversion Price.

     i.  If  at  any  time  or from time to time after the Date of Grant, the
Company  issues or sells, or is deemed by the express provisions of this Section
4(b)  to  have  issued or sold, Additional Shares of Common Stock (as defined in
clause  v  below)),  other  than  upon  a subdivision or combination of, or as a
dividend or other distribution on, the Common Stock as provided in Section 4(b),
for  an  Effective  Price less than the then existing Conversion Price, then the
Warrant  Price  shall independently be reduced, as of the opening of business on
the  date of such issue or sale, to the price determined by multiplying the then
existing Warrant Price by a fraction (A) the numerator of which shall be (1) the
number  of  shares of Common Stock outstanding immediately preceding the date of
such  issue  or  sale,  plus  (2)  the number of shares of Common Stock that the
aggregate  consideration received (or by the express provisions hereof deemed to
have  been received) by the Company for the total number of Additional Shares of
Common  Stock  so  issued  would  purchase at the applicable existing Conversion
Price,  and (B) the denominator of which shall be the number of shares of Common
Stock  outstanding  at  the  close  of  business on the date of such issue after
giving  effect  to  such  issue  of Additional Shares of Common Stock; provided,
however,  that  for  the purposes of this clause (i), all shares of Common Stock
that would be issuable upon the exercise in full of this Warrant shall be deemed
to  be  outstanding.

     ii.  For the purpose of making any adjustment required under this Section
4(b),  the  consideration  received  by  the  Company  for  any issue or sale of
securities shall (A) to the extent it consists of cash, be computed at the gross
amount  of cash received by the Company before deducting any expenses payable by
the  Company  and  any  underwriting  or  similar  commissions, compensation, or
concessions  paid  or  allowed  by  the Company in connection with such issue or
sale,  (B)  to  the extent it consists of property, be computed as determined in
good  faith  by  the  Board  and  (C)  if  Additional  Shares  of  Common Stock,
Convertible Securities or rights or options to purchase either Additional Shares
of Common Stock or Convertible Securities are issued or sold together with other
stock  or  securities  or  other  assets of the Company for a consideration that
covers  both,  be  computed as the portion of the consideration so received that
may  be reasonably determined in good faith by the Board to be allocable to such
Additional  Shares of Common Stock, Convertible Securities or rights or options,
as  the  case  may  be.

     iii.  For the purpose of the adjustment required under this Section 4(b),if
the  Company  issues  or  sells  any  Options  to  purchase  Common Stock or any
Convertible  Securities  and  if the Effective Price of the Additional Shares of
Common  Stock underlying such Options or Convertible Securities is less than the
Warrant  Price then in effect, the Company shall be deemed to have issued at the
time  of  the  issuance  of  such  Options or Convertible Securities the maximum
number of Additional Shares of Common Stock issuable upon exercise or conversion
thereof and to have received as consideration for the issuance of such shares an
amount  equal  to the total amount of the consideration, if any, received by the
Company for the issuance of such Options or Convertible Securities, plus, in the
case  of  such  Options, the minimum amount of consideration, if any, payable to
the  Company upon the exercise of such Options, plus, in the case of Convertible
Securities, the minimum amounts of consideration, if any, payable to the Company
(other  than  by  cancellation  of  liabilities or obligations evidenced by such
Convertible  Securities)  upon the conversion thereof.  No further adjustment of
the  Conversion Price, adjusted upon the issuance of such Options or Convertible
Securities,  shall  be  made  as  a  result of the actual issuance of Additional
Shares  of Common Stock on the exercise of any such Options or the conversion of
any  such  Convertible  Securities.  If  the  purchase price provided for in any
Option  or  the  additional  consideration  (if  any)  payable  upon  the issue,
conversion  or  exchange  of any Convertible Securities or the rate at which any
Convertible  Securities  are  convertible  into or exchangeable for Common Stock
changes  at  any  time,  the  Warrant Price in effect at the time of such change
shall  be  adjusted  immediately  to  the  Warrant Price that would have been in
effect  at such time had such Option or Convertible Security originally provided
for such changed purchase price, additional consideration or conversion rate, as
the case may be, at the time initially granted, issued or sold.  For purposes of
this  Section  4(b), if the terms of any Option or Convertible Security that was
outstanding  as  of the Date of Grant are changed in the manner described in the
immediately preceding sentence, then such Option or Convertible Security and the
Common Stock deemed issuable upon exercise, conversion or exchange thereof shall
be  deemed to have been issued as of the date of such change; provided, however,
that  no  such change shall at any time cause the Warrant Price thereunder to be
increased.  If any such Options issued after the Date of Grant or the conversion
privilege  represented  by any such Convertible Securities issued after the Date
of  Grant  shall  expire  without  having  been exercised, the Conversion Price,
adjusted  upon  the  issuance  of  such Options or Convertible Securities issued
after the Date of Grant shall be readjusted to the Warrant Price that would have
been in effect had an adjustment been made on the basis that the only Additional
Shares  of Common Stock so issued were the Additional Shares of Common Stock, if
any,  actually  issued  or  sold  on  the  exercise of such Options or rights of
conversion  of such Convertible Securities, and such Additional Shares of Common
Stock,  if  any,  were issued or sold for the consideration actually received by
the  Company  upon  such  exercise,  plus  the  consideration,  if any, actually
received  by  the  Company  for the granting of all such Options, whether or not
exercised,  plus  the  consideration  received  for  issuing  or  selling  the
Convertible  Securities  actually  converted,  plus  the  consideration, if any,
actually  received  by the Company (other than by cancellation of liabilities or
obligations  evidenced by such Convertible Securities) on the conversion of such
Convertible  Securities.

     iv.  For the purpose of the adjustment required under this Section 4(b), if
the  Company  issues  or  sells  any  Options  for  the  purchase of Convertible
Securities  and  if the Effective Price of the Additional Shares of Common Stock
underlying such Convertible Securities is less than the Warrant Price in effect,
the  Company  shall be deemed to have issued at the time of the issuance of such
Options  the  maximum  number of Additional Shares of Common Stock issuable upon
conversion of the total amount of Convertible Securities covered by such Options
and to have received as consideration for the issuance of such Additional Shares
of Common Stock an amount equal to the amount of consideration, if any, received
by  the  Company  for  the issuance of such Options, plus the minimum amounts of
consideration,  if any, payable to the Company upon the exercise of such Options
and  plus  the  minimum  amount of consideration, if any, payable to the Company
(other  than  by  cancellation  of  liabilities or obligations evidenced by such
Convertible  Securities) upon the conversion of such Convertible Securities.  No
further  adjustment  of  the  Warrant  Price, adjusted upon the issuance of such
Options,  shall  be  made  as a result of the actual issuance of the Convertible
Securities  upon  the  exercise  of  such Options or upon the actual issuance of
Additional  Shares  of  Common  Stock  upon  the  conversion of such Convertible
Securities.  If  the purchase price provided for in any Option or the additional
consideration  (if  any)  payable  upon the issue, conversion or exchange of any
Convertible  Securities  or  the  rate  at  which any Convertible Securities are
convertible  into  or  exchangeable  for  Common  Stock changes at any time, the
Warrant Price in effect at the time of such change shall be adjusted immediately
to the Warrant Price that would have been in effect at such time had such option
or  Convertible  Security  originally  provided for such changed purchase price,
additional  consideration  or  conversion  rate, as the case may be, at the time
initially  granted,  issued  or sold.  For purposes of this Section 4(b), if the
terms  of any Option or Convertible Security that was outstanding as of the Date
of  Grant  are  changed  in  the  manner  described in the immediately preceding
sentence,  then  such Option or Convertible Security and the Common Stock deemed
issuable  upon  exercise, conversion or exchange thereof shall be deemed to have
been issued as of the date of such change; provided that no such change shall at
any  time cause the Warrant Price thereunder to be increased.  The provisions of
clause (iii) above for the readjustment of the Warrant Price upon the expiration
of  Options  or  the rights of conversion of Convertible Securities shall apply,
the  necessary  changes  having  been  made,  to  the  Options  and  Convertible
Securities  referred  to  in  this  subpart  (iv).

     v.  "Additional Shares of Common Stock" shall mean all shares of Common
Stock issued by the Company after the Date of Grant ,whether or not subsequently
reacquired  or  retired by the Company, other than shares of Common Stock issued
(A)  upon  conversion  of  the  Company's  Preferred  Stock;  (B)  to  officers,
employees  or  directors  of,  or  consultants, contractors and advisors to, the
Company  or any subsidiary (other than Messrs. Galant, Posner and Streisfeld and
their  respective family members) pursuant to any stock purchase or stock option
plans  or  other  awards,  contracts  or  arrangements  that are approved by the
Company's  Board  of  Directors,  which  when added together with all such other
plans,  awards,  contracts,  or arrangements, if not to exceed 250,000 shares of
Common  Stock in the aggregate (other than Options, warrants or shares described
in clause (D)); (C) a stock split or stock dividend; or (D) pursuant to Options,
warrants,  notes  or other rights, if any, to acquire securities of the Company,
that  are  in  existence on, or required by the terms of contracts or agreements
existing  on,  the  Date  of  Grant.

     vi.  The "Effective  Price" of Additional Shares of Common Stock shall mean
the  quotient  determined  by  dividing the total number of Additional Shares of
Common  Stock  issued  or  sold,  or  deemed  to have been issued or sold by the
Company  under this Section 4(b)), into the aggregate consideration received, or
deemed  to  have  been received by the Company for such issue under this Section
4(b),  for  such  Additional  Shares  of  Common  Stock.

     c.  Other  Distributions.  In  the  event  the  Company  shall declare a
distribution  payable  in securities of other persons, evidences of indebtedness
issued  by  the  Company  or other persons, assets (excluding cash dividends) or
options  or  rights not referred to in Section 4(b), then, in each such case for
the purpose of this Section 4(c), the Holder shall be entitled to a share of any
such  distribution  as  though  they were the holders of the number of shares of
Common  Stock for which this Warrant is exercisable, as of the record date fixed
for  the  determination of the holders of Common Stock  entitled to receive such
distribution.

     d.  Recapitalizations.  If any time or  from time to time there shall be a
recapitalization  of  the Common Stock (other than a subdivision, combination or
merger  or  sale  of assets transaction provided for elsewhere herein) provision
shall  be  made  so that the Holder shall thereafter be entitled to receive upon
exercise  of  this  Warrant the number of shares of stock or other securities or
property  of  the  Company  or  otherwise,  to  which  a  holder of Common Stock
deliverable  upon  such  exercise  would  have  been  entitled  on  such
recapitalization.  In any such case, appropriate adjustment shall be made in the
application  of  the  provisions of this Section 4 with respect to the rights of
the  Holder  after  the  recapitalization to the end that the provisions of this
Section  4  (including  adjustment  of  the Warrant Price then in effect and the
number  of  shares  for which this Warrant can be exercised) shall be applicable
after  that  event  as  nearly  equivalent  as  may  be  practicable.

     e.  No Impairment.  The Company will  not, by amendment of its Articles of
Incorporation  or  through  any  reorganization,  recapitalization,  transfer of
assets,  consolidation,  merger, dissolution, issue or sale of securities or any
other  voluntary action, avoid or seek to avoid the observance or performance of
any  of the terms to be observed or performed hereunder by the Company, but will
at  all  times in good faith assist in the carrying out of all the provisions of
this  Section  4  and  in  the  taking of all such action as may be necessary or
appropriate  in  order  to  protect the rights of the Holder against impairment.

     f.  No Fractional Shares and Certificate as to Adjustments.  No fractional
shares  shall  be  issued  upon  the  exercise  of this Warrant; in lieu of such
fractional  shares  the  Company shall make a cash payment therefor based on the
Fair  Market  Value  of  a  share  of  Common  Stock  on  the  date of exercise.

     g.  Reservation of Stock Issuable Upon Exercise.  The Company shall at all
times  reserve  and  keep available out of its authorized but unissued shares of
Common  Stock, solely for the purpose of effecting the exercise of this Warrant,
such  number  of  its  shares  of  Common  Stock  as  shall from time to time be
sufficient  to effect the exercise in full of this Warrant; provided that, if at
any  time the number of authorized but unissued shares of Common Stock shall not
be  sufficient  to  effect  the exercise in full of this Warrant, in addition to
such  other  remedies as shall be available to the Holder, the Company will take
such  corporate  action  as  may, in the opinion of its counsel, be necessary to
increase  its  authorized  but unissued shares of Common Stock to such number of
shares  as shall be sufficient for such purposes, including, without limitation,
engaging in its best efforts to obtain the requisite stockholder approval of any
necessary  amendment  to  its  Articles  of  Incorporation.

     h.  Adjustment of Number of Shares.  Upon each adjustment in the Warrant
Price,  the number of Warrant Shares purchasable hereunder shall be adjusted, to
the  nearest  whole  share, to the product obtained by multiplying the number of
Warrant  Shares  purchasable immediately prior to such adjustment in the Warrant
Price  by  a  fraction,  the  numerator  of  which  shall  be  the Warrant Price
immediately  prior  to such adjustment and the denominator of which shall be the
Warrant  Price  immediately  thereafter  calculated  to  five  decimal  places.

     i.  Determination of Fair Market Value. For purposes of this Warrant, "Fair
Market  Value"  of  a  share  of  Common  Stock  as  of  a  particular date (the
"Determination  Date")  shall mean (i) if shares of Common Stock are traded on a
national  securities  exchange  (an  "Exchange"),  the  weighted  average of the
closing  prices  of  a share of the Common Stock of the Company on the last five
(5)  trading  days  prior to the Determination Date reported on such Exchange as
reported in The Wall Street Journal (weighted with respect to the trading volume
with respect to each such day), (ii) if shares of Common Stock are not traded on
an  Exchange but trade in the over-the-counter market and such shares are quoted
on  the  NASDAQ  National  Market  ("NASDAQ"),  (A) the average of the last sale
prices reported on NASDAQ or (B) if such shares are an issue for which last sale
prices  are  not  reported  on  NASDAQ,  the  average of the closing bid and ask
prices, in each case on the last five (5) trading days (or if the relevant price
or  quotation did not exist on any of such days, the relevant price or quotation
on the next preceding business day on which there was such a price or quotation)
prior to the Determination Date as reported in The Wall Street Journal, or (iii)
if  no  price  can be determined on the basis of the above methods of valuation,
then the judgment of valuation shall be determined in good faith by the Board of
Directors  of  the  Company,  which  determination  shall be described in a duly
adopted  board  resolution  certified  by  the  Company's Secretary or Assistant
Secretary.  If  the Board of Directors of the Company is unable to determine any
Valuation  (as  defined  below), or if the holders of at least fifty-one percent
(51%)  of  all  of the Warrant Shares then issuable hereunder (collectively, the
"Requesting  Holders")  disagree with the Board's determination of any Valuation
by  written  notice delivered to the Company within ten (10) business days after
the  determination  thereof  by  the  Board  of  Directors  of  the  Company  is
communicated to holders of the Warrants affected thereby, which notice specifies
a  majority-in-interest  of  the  Requesting  Holders'  determination  of  such
Valuation, then the Company and a majority-in-interest of the Requesting Holders
shall  select  a  mutually  acceptable  investment  banking  firm  of  national
reputation  which  has  not  had a material relationship with the Company or any
officer of the Company within the preceding two (2) years, which shall determine
such  Valuation.  Such investment banking firm's determination of such Valuation
shall  be final, binding and conclusive on the Company and the holders of all of
the  Warrants  issued hereunder and then outstanding.  If the Board of Directors
of  the  Company  was  unable to determine such Valuation, all costs and fees of
such  investment  banking firm shall be borne by the Company.  If the Requesting
Holders  disagreed  with  the Board's determination of such Valuation, the party
whose  determination of such Valuation differed from the Valuation determined by
such  investment  banking  firm  by the greatest amount shall bear all costs and
fees  of  such  investment banking firm.  For purposes of this Section 4(j), the
term "Valuation" shall mean the determination, to be made initially by the Board
of  Directors of the Company, of the Fair Market Value per share of Common Stock
pursuant  to  clause  (iii)  above.

     j.  If, at any time after any adjustment of the Warrant Price shall have
been made hereunder as the result of any issuance, sale or grant of any rights,
options, warrants or convertible or exchangeable securities, any of such rights,
options or warrants or the rights of conversion or exchange associated with such
convertible  or  exchangeable  securities  shall expire by their terms or any of
such  rights,  options, warrants or convertible or exchangeable securities shall
be  repurchased  by  the Company or a subsidiary thereof for a consideration per
underlying  share of Common Stock not exceeding the amount of such consideration
received  by  the Company in connection with the issuance, sale or grant of such
rights, options, warrants or convertible or exchangeable securities, the Warrant
Price  then  in  effect  shall  forthwith be increased to the Warrant Price that
would have been in effect if such expiring right, option or warrant or rights of
conversion  or  exchange  or  such  repurchased  rights,  options,  warrants  or
convertible  or exchangeable securities had never been issued.  Similarly, if at
any  time  after  any  such adjustment of the Warrant Price shall have been made
pursuant to subparagraph (c) above (i) any additional aggregate consideration is
received or becomes receivable by the Company in connection with the issuance of
exercise  of  such  rights,  options,  warrants  or  convertible or exchangeable
securities  or  (ii)  there  is  a reduction in the conversion or exchange ratio
applicable  to  such convertible or exchangeable securities so that fewer shares
of  Common  Stock  will  be  issuable upon the conversion or exchange thereof or
there  is  a  decrease  in  the  number  of shares of Common Stock issuable upon
exercise  of  such rights, options or warrants, the Warrant Price then in effect
shall  be  forthwith  readjusted  to  the  Warrant Price that would have been in
effect  had  such  changes  taken  place  at the time that such rights, options,
warrants  or  convertible  or  exchangeable  securities  were  initially issued,
granted or sold.  In no event shall any readjustment under this subparagraph (i)
affect  the  validity  of  any  Warrant  Shares issued upon any exercise of this
Warrant  prior  to  such  readjustment.

     5.  Required  Notices.

     5.1  Notice of Adjustments.  Whenever the Warrant Price or the number of
Warrant  Shares  purchasable  hereunder  shall be adjusted pursuant to Section 4
hereof,  the  Company  shall  promptly  deliver  to the holder of this Warrant a
certificate  signed  by its chief financial officer setting forth, in reasonable
detail,  the  event  requiring the adjustment, the amount of the adjustment, the
method  by  which  such adjustment was calculated, and the Warrant Price and the
number  of  Warrant  Shares  purchasable  hereunder  after giving effect to such
adjustment.  The  Company  shall,  upon  the  written request at any time of the
Holder,  furnish  or  cause  to  be  furnished  to the Holder a like certificate
setting forth (A) the Warrant Price at the time in effect, and (B) the number of
shares  of  Common  Stock  and the amount, if any, of other property that at the
time  would  be  received  upon  the  exercise  of  this  Warrant.
5.2     Other  Notices.  If  at  any  time  prior  to  Expiration Date:  (a) the
Company  shall  declare  any  dividend  payable  in  any  securities or make any
distribution  to  its  shareholders;  (b)  the  Company  shall  offer  to  its
shareholders  any  additional  shares  of Common Stock or securities convertible
into  Common  Stock or any right to subscribe for, purchase or otherwise acquire
Common  Stock, securities convertible or exchangeable into Common Stock or other
securities or property; or (c) a dissolution or winding up of the company (other
than  in connection with a consolidation, merger or sale of all or substantially
all of its property, assets and business as an entirety) shall be proposed; then
in  any  one or more of such events, the Company shall give notice in writing of
such  event  to  the Holder at least 15 days prior to the date fixed as a record
date  or  the  date  of  closing the transfer books for the determination of the
shareholders  entitled to such dividend, distribution or subscription rights, or
for  the  determination  of  shareholders  entitled  to  vote  on  such proposed
dissolution,  liquidation  or winding up.  Such notice shall specify such record
date  or  date  of  the  closing  of  the  transfer  books,  as the case may be.

     6.  Compliance  with  Securities  Act; Disposition of Warrant or Warrant
Shares.

     a.  Compliance  with  Securities  Act.  The  holder  of this Warrant, by
acceptance hereof, agrees that this Warrant and the shares of Common Stock to be
issued  upon  exercise  hereof  are  being acquired for investment and that such
holder  will not offer, sell or otherwise dispose of this Warrant, or any shares
of  Common  Stock  to  be issued upon exercise hereof except under circumstances
which  will  not result in a violation of the Securities Act of 1933, as amended
(the  "Act").  Upon exercise of this Warrant, the holder hereof shall confirm in
writing,  by executing the form attached as Schedule 1 to Exhibit A hereto, that
the  shares  of  Common Stock so purchased are being acquired for investment and
not  with  a view toward distribution or resale.  This Warrant and all shares of
Common  Stock  issued upon exercise of this Warrant (unless registered under the
Act)  shall be stamped or imprinted with a legend in substantially the following
form:

"THE  SECURITIES  EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF  1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.  NO SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO,
(ii)  AN  OPINION  OF  COUNSEL  FOR  THE  HOLDER, REASONABLY SATISFACTORY TO THE
COMPANY,  THAT  SUCH  REGISTRATION IS NOT REQUIRED, (iii) RECEIPT OF A NO-ACTION
LETTER(S)  FROM  THE  APPROPRIATE GOVERNMENTAL AUTHORITY(IES), OR (iv) OTHERWISE
COMPLYING  WITH  THE  PROVISIONS  OF  SECTION 6 OF THE WARRANT UNDER WHICH THESE
SECURITIES  WERE  ISSUED  DIRECTLY  OR  INDIRECTLY."

     In  addition,  in  connection with the issuance of this Warrant, the holder
specifically represents to the Company by acceptance of this Warrant as follows:

         i.  The holder is aware of the Company's business affairs and financial
condition, and has acquired information about the Company sufficient to reach an
informed  and  knowledgeable  decision  to  acquire this Warrant.  The holder is
acquiring  this Warrant for its own account for investment purposes only and not
with a view to, or for the resale in connection with, any "distribution" thereof
for  purposes  of  the  Act.

          ii. The holder understands that this Warrant and the Warrant Shares
have not been  registered  under the Act in reliance upon a specific exemption
therefrom, which  exemption  depends  upon, among other things, the bona fide
nature of the holder's  investment intent as expressed herein.  In this
connection, the holder understands  that,  in  the  view of the Securities and
Exchange Commission (the "SEC"),  the  statutory  basis  for  such  exemption
may  be unavailable if the holder's  representation  was predicated solely upon
a present intention to hold the  Warrant  and  the  Warrant  Shares  for  the
minimum  capital gains period specified  under  applicable  tax  laws,  for  a
peferred sale, for or until an increase  or decrease in the market price of the
Warrant and the Warrant Shares, or  for  a  period  of  one  (1)  year  or any
other fixed period in the future.

         iii.  The holder further understands that this Warrant and the Warrant
Shares must  be  held indefinitely unless subsequently registered under the Act
and any applicable  state  securities  laws,  or unless exemptions from
registration are otherwise  available.

          iv.  The holder is aware of the provisions of Rule 144 and 144A,
promulgated under  the Act, which, in substance, permit limited public resale
of "restricted securities"  acquired,  directly or indirectly, from the issuer
thereof (or from an  affiliate  of  such  issuer),  in  a  non-public  offering
subject  to  the satisfaction  of  certain  conditions,  if  applicable,
including,  among other things:  the  availability  of certain public
information about the Company, the resale  occurring  not  less than one (1)
year after the party has purchased and paid  for  the securities to be sold; the
sale being made through a broker in an unsolicited  "broker's  transaction"  or
in transactions directly with a market maker  (as  said  term  is defined under
the Securities Exchange Act of 1934, as amended)  and  the amount of securities
being sold during any three-month period not  exceeding  the  specified
limitations  stated  therein.

         v.  The holder further understands that at the time it wishes to sell
this Warrant and the Warrant Shares there may be no public market upon which to
make such a sale, and that, even if such a public market then exists, the
Company may not be satisfying the current public information requirements of
Rule 144 and 144A, and that, in such event, the holder may be precluded from
selling this Warrant  and the Warrant Shares under Rule 144 and 144A even if
the one (1)-year minimum  holding  period  had  been  satisfied.

          vi.  The holder further understands that in the event all of the
requirements of  Rule  144 and 144A are not satisfied, registration under the
Act, compliance with  Regulation  A,  or some other registration exemption will
be required; and that,  notwithstanding  the  fact  that  Rule 144 and 144A is
not exclusive, the Staff  of  the  SEC  has  expressed  its  opinion that
persons proposing to sell private  placement  securities other than in a
registered offering and otherwise than  pursuant to Rule 144 and 144A will have
a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such  persons and
their respective brokers who participate in such  transactions  do  so  at
their  own  risk.

     b.  Disposition  of  Warrant  or  Warrant  Shares.  With  respect to any
offer, sale or other disposition of this Warrant, or any Warrant Shares acquired
pursuant  to  the exercise of this Warrant prior to registration of such Warrant
or  Warrant Shares, the holder hereof and each subsequent holder of this Warrant
agrees  to  give written notice to the Company prior thereto, describing briefly
the manner thereof, together with a written opinion of such holder's counsel, if
reasonably  requested  by  the  Company,  to the effect that such offer, sale or
other  disposition  may be effected without registration or qualification (under
the  Act  as  then in effect or any federal or state law then in effect) of this
Warrant  or  such  Warrant  Shares  and  indicating whether or not under the Act
certificates  for  this  Warrant  or such Warrant Shares to be sold or otherwise
disposed  of  require  any  restrictive  legend as to applicable restrictions on
transferability  in  order  to  ensure compliance with applicable law.  Promptly
upon  receiving  such  written notice and reasonably satisfactory opinion, if so
requested,  the  Company,  as  promptly as practicable, shall notify such holder
that  such  holder may sell or otherwise dispose of this Warrant or such Warrant
Shares, all in accordance with the terms of the notice delivered to the Company.
If  a  determination  has  been  made  pursuant  to this subsection (b) that the
opinion of counsel for the holder is not reasonably satisfactory to the Company,
the  Company  shall  so  notify the holder promptly after such determination has
been  made  and  neither this Warrant nor any Warrant shall be sold or otherwise
disposed  of  until  such  disagreement  has  been  resolved.  The  foregoing
notwithstanding,  this  Warrant  or  such Warrant Shares may, as to such federal
laws,  be offered, sold or otherwise disposed of in accordance with Rule 144 and
144A  under  the  Act,  provided that the Company shall have been furnished with
such  information  as the Company may reasonably request to provide a reasonable
assurance  that  the  provisions of Rule 144 and 144A have been satisfied.  Each
certificate  representing  this  Warrant  or the Warrant Shares thus transferred
(except  a  transfer  pursuant  to  Rule  144)  shall  bear  a  legend as to the
applicable  restrictions  on  transferability in order to ensure compliance with
such  laws,  unless  in  the  aforesaid  opinion of counsel for the holder, such
legend  is  not  required  in  order  to  ensure compliance with such laws.  The
Company may issue stop transfer instructions to its transfer agent or, if acting
as its own transfer agent, the Company may stop transfer on its corporate books,
in  connection  with  such  restrictions.

     7.  Rights  as Stockholders; Information.  No holder of this Warrant, as
such,  shall be entitled to vote or receive dividends or be deemed the holder of
Common  Stock  or  any  other securities of the Company which may at any time be
issuable  on  the  exercise hereof for any purpose, nor shall anything contained
herein  be  construed to confer upon the holder of this Warrant, as such, any of
the rights of a stockholder of the Company or any right to vote for the election
of  the  directors  or  upon any matter submitted to stockholders at any meeting
thereof,  or  to  receive  notice  of  meetings,  or  to  receive  dividends  or
subscription  rights  or  otherwise until this Warrant shall have been exercised
and  the  Warrant  Shares purchasable upon the exercise hereof shall have become
deliverable,  as  provided  herein.  The  foregoing notwithstanding, the Company
will  transmit  to  the  holder  of this Warrant such information, documents and
reports  as  are  generally distributed to the holders of any class or series of
the  securities of the Company concurrently with the distribution thereof to the
stockholders.

     8.     Additional  Rights.

     8.1     Mergers.  In  the  event  that  the Company undertakes to (i) sell,
lease,  exchange, convey or otherwise dispose of all or substantially all of its
property  or  business,  or  (ii)  merge  into  or  consolidate  with  any other
corporation (other than a wholly-owned subsidiary of the Company), or effect any
transaction  (including  a  merger or other reorganization) or series of related
transactions,  in  which  more  than  50%  of the voting power of the Company is
disposed  of,  the  Company will use its best efforts to provide at least thirty
(30)  days  notice  of  the  terms  and  conditions of the proposed transaction.
8.2     Right  to  Convert  Warrant  into  Common  Stock;  Net  Issuance.
     a.     Right to Convert.  In addition to and without limiting the rights of
the  holder  under the terms of this Warrant, the holder shall have the right to
convert this Warrant or any portion thereof (the "Conversion Right") into shares
of Common Stock as provided in this Section 8.2 at any time or from time to time
during  the  term  of  this Warrant.  Upon exercise of the Conversion Right with
respect to a particular number of shares subject to this Warrant (the "Converted
Warrant  Shares"),  the  Company shall deliver to the holder (without payment by
the holder of any exercise price or any cash or other consideration) that number
of  shares  of  fully  paid and nonassessable Common Stock equal to the quotient
obtained  by  dividing  (i)  the value of this Warrant (or the specified portion
hereof)  on  the  Conversion  Date  (as defined in subsection (b) hereof), which
value  shall  be  equal  to (A) the aggregate Fair Market Value of the Converted
Warrant  Shares issuable upon exercise of this Warrant (or the specified portion
hereof)  on  the  Conversion  Date  less  (B) the aggregate Warrant Price of the
Converted  Warrant  Shares  immediately  prior to the exercise of the Conversion
Right  by  (ii)  the  Fair  Market Value of one (1) share of Common Stock on the
Conversion  Date.

Expressed  as  a  formula,  such  conversion  shall  be  computed  as  follows:
     X  =  A  -  B
           -------
              Y

Where:     X  =     the  number  of shares of Common Stock that may be issued to
holder
     Y  =     the  Fair  Market  Value  (FMV)  of  one (1) share of Common Stock
     A  =     the  aggregate  FMV  (i.e.,  FMV  x  Converted  Warrant  Shares)
     B  =     the  aggregate  Warrant  Price  (i.e.,  Converted Warrant Shares x
Warrant  Price)

     No  fractional  shares  shall  be  issuable upon exercise of the Conversion
Right,  and,  if the number of shares to be issued determined in accordance with
the foregoing formula is other than a whole number, the Company shall pay to the
holder  an  amount  in  cash  equal  to  the  Fair Market Value of the resulting
fractional  share  on  the  Conversion  Date.  For purposes of Section 8 of this
Warrant,  shares  issued pursuant to the Conversion Right shall be treated as if
they  were  issued  upon  the  exercise  of  this  Warrant.

     b.  Method  of  Exercise.  The  Conversion Right may be exercised by the
holder  by  the surrender of this Warrant at the principal office of the Company
together  with a written statement specifying that the holder thereby intends to
exercise  the  Conversion  Right  and indicating the number of shares subject to
this  Warrant  which are being surrendered (referred to in subsection (a) hereof
as  the  Converted  Warrant  Shares)  in exercise of the Conversion Right.  Such
conversion  shall  be  effective  upon  receipt  by  the Company of this Warrant
together  with  the  aforesaid  written  statement,  or on such later date as is
specified therein (the "Conversion Date").  Certificates for the shares issuable
upon  exercise  of  the  Conversion  Right  and,  if  applicable,  a new warrant
evidencing the balance of the shares remaining subject to this Warrant, shall be
issued  as  of  the  Conversion Date and shall be delivered to the holder within
thirty  (30)  days  following  the  Conversion  Date.

     9.  Representations and Warranties. The Company represents and warrants
to  the  holder  of  this  Warrant  as  follows:

     a.  This Warrant has been duly authorized and executed by the Company
and  is  a valid and binding obligation of the Company enforceable in accordance
with  its  terms, subject to laws of general application relating to bankruptcy,
insolvency  and  the  relief  of  debtors;

     b.  The Warrant Shares have been duly authorized and reserved for issuance
by the Company and, when  issued  in  accordance  with the terms hereof, will be
validly  issued,  fully  paid  and  nonassessable;

     c.  The rights, preferences, privileges and restrictions  granted  to or
imposed  upon  the  Common Stock and the holders thereof are as set forth in the
certificate of incorporation of the Company, as amended to the Date of Grant (as
so amended, the "Charter"), a true and complete copy of which has been delivered
to  the  original  holder  of  this  Warrant;

     d.  The execution and delivery of this Warrant are not, and the issuance of
the  Warrant  Shares  upon exercise of this Warrant in accordance with the terms
hereof  will not be, inconsistent with the Charter or by-laws of the Company, do
not  and  will not contravene, in any material respect, any governmental rule or
regulation, judgment or order applicable to the Company, and do not and will not
conflict with or contravene any provision of, or constitute a default under, any
indenture,  mortgage,  contract  or  other  instrument of which the Company is a
party  or by which it is bound or require the consent or approval of, the giving
of  notice  to,  the  registration or filing with or the taking of any action in
respect  of or by, any Federal, state or local government authority or agency or
other  person,  except  for  the filing of notices pursuant to federal and state
securities laws, which filings will be effected by the time required thereby and
except for such conflicts and contraventions as will not, individually or in the
aggregate,  have or reasonably be expected to have, a material adverse effect on
the Warrant Shares so issued or the Company's ability to perform its obligations
hereunder;

     e.  There are no actions, suits,  audits,  investigations  or proceedings
pending  or,  to the knowledge of the Company, threatened against the Company in
any  court  or  before any governmental commission, board or authority which, if
adversely  determined, will have a material adverse effect on the ability of the
Company  to  perform  its  obligations  under  this  Warrant;

     f.  The authorized capital stock of the Company consists of the following:

          i.  20,000,000 shares of Common Stock, 6,191,399 of which are issued
and outstanding  as  of  the  Date  of  Grant.

          ii.  1,000,000 shares of Preferred Stock, $1.00 par value (the
"Preferred Stock"),  3,500  of which have  been  designated Series I Preferred
Stock (the "Series  I Preferred") (3,500 of which are issued and outstanding as
of the Date of Grant); and 8,500 of which as of the Date of Grant will have been
designated Series  II  Preferred  Stock (the "Series II Preferred") (none of
which shall be issued  and  outstanding  at  the  Date  of  Grant.)

     g.  Other  than  as set forth in Schedule 9, there are no subscriptions,
warrants,  options,  convertible  securities,  and  other  rights (contingent or
otherwise)  to  purchase  or  otherwise  acquire (directly or indirectly) equity
securities  of  the  Company  (the "Other Securities").  Schedule 9 includes the
number  of  shares  of  equity  securities underlying such Other Securities, the
exercise  or  conversion  price  of  such  Other Securities, the date such Other
Securities  were  issued,  the  date  such  Other  Securities are exercisable or
convertible  and  any  expiration  date  with  respect thereto.  The Company has
reserved  2,063,030  shares  of Common Stock for issuance upon conversion of the
currently  outstanding  shares  of Preferred Stock and exercise or conversion of
the  Other  Securities.

     h.  The Company has reserved 492,500 shares of Common Stock for issuance of
options  and restricted stock to directors, employees or consultants pursuant to
stock  plans  or  other  compensatory  arrangements  approved  by  the  Board of
Directors  of  the Corporation, of which shares 392,500 have been issued and are
outstanding  as  of  the  date  hereof.

     Except  (i)  as  set  forth  above  in  this Section g, (ii) for the rights
granted  in  this Warrant, the $8,000,000 aggregate principal amount of Series A
Convertible  Notes  of  the  Company  due 2010, and the Series II Preferred, and
(iii)  for  the  rights granted to holders of Series I Preferred pursuant to the
Series  I  Designation,  as  of  the  date  hereof  there  are  outstanding  no
subscriptions,  options,  calls,  warrants,  conversion  privileges,  preemptive
rights,  rights of first refusal or other similar commitments or rights to which
the  Company  is  a  party or by which the Company is bound, with respect to the
purchase  or  other  acquisition  of  any of the authorized but unissued capital
stock  of  the  Company.  All  of the outstanding securities of the Company were
issued  in  compliance  with  all  applicable Federal and state securities laws.

          i.  The Company is not subject to  any  obligation  (contingent  or
otherwise) to repurchase or otherwise acquire or retire any shares of its Common
Stock  or  any  security  convertible into or exchangeable for any of its Common
Stock.

     10.     Modification and Waiver.  This Warrant and any provision hereof may
be  changed,  waived,  discharged or terminated only by an instrument in writing
signed  by  the  party  against  which  enforcement  of  the  same  is  sought.
11.     Notices.  Unless  otherwise  specifically  provided  herein,  all
communications  under  this  Warrant  shall be in writing and shall be deemed to
have  been  duly  given  (i)  on the date of service if served personally on the
party  to whom notice is to be given, (ii) on the day of transmission if sent by
facsimile transmission to the number given below, and telephonic confirmation of
receipt  is obtained promptly after completion of transmission, (iii) on the day
after  delivery  to Federal Express or similar overnight courier, or (iv) on the
fifth  day  after mailing, if mailed to the party to whom notice is to be given,
by  first  class  mail,  registered  or certified, postage prepaid, and properly
addressed, return receipt requested, to each such holder at its address as shown
on  the books of the Company or to the Company at the address indicated therefor
on  the signature page of this Warrant.  Any party hereto may change its address
for  purposes of this Section 11 by giving the other party written notice of the
new  address  in  the  manner  set  forth  herein.

     12.  Binding Effect on Successors.  This Warrant shall be binding upon any
corporation  succeeding  the  Company by merger, consolidation or acquisition of
all  or substantially all of the Company's assets, and all of the obligations of
the  Company  relating  to  the  Common  Stock  issuable  upon  the  exercise or
conversion  of  this  Warrant  shall  survive  the  exercise,  conversion  and
termination  of  this  Warrant  and  all  of the covenants and agreements of the
Company  shall  inure to the benefit of the successors and assigns of the holder
hereof.  The  Company  will,  at  the time of the exercise or conversion of this
Warrant,  in  whole  or  in  part,  upon request of the holder hereof but at the
Company's  expense,  acknowledge  in  writing  its  continuing obligation to the
holder hereof in respect of any rights to which the holder hereof shall continue
to  be  entitled  after  such  exercise  or  conversion  in accordance with this
Warrant;  provided,  that  the  failure  of  the  holder hereof to make any such
request  shall not affect the continuing obligation of the Company to the holder
hereof  in  respect  of  such  rights.

     13.  Lost Warrants or Stock Certificates.  The Company covenants to the
holder  hereof  that,  upon  receipt  of evidence reasonably satisfactory to the
Company  of  the  loss,  theft, destruction or mutilation of this Warrant or any
stock  certificate  and,  in  the  case  of any loss, theft or destruction, upon
receipt of an executed lost securities bond or indemnity reasonably satisfactory
to  the  Company,  or  in  the  case  of  any such mutilation upon surrender and
cancellation  of  such  Warrant  or stock certificate, the Company will make and
deliver  a new Warrant or stock certificate, of like tenor, in lieu of the lost,
stolen,  destroyed  or  mutilated  Warrant  or  stock  certificate.

     14.  Descriptive Headings.  The descriptive headings of the several
paragraphs  of  this  Warrant  are  inserted  for  convenience  only  and do not
constitute  a  part  of  this  Warrant.

     15.  Governing Law.  This Warrant shall be  construed  and  enforced  in
accordance with, and the rights of the parties shall be governed by, the laws of
the  State  of  New  York,  without giving effect to conflict of law principles.

     16.  Survival of Representations, Warranties and Agreements.  All
representations  and  warranties  of the Company and the holder hereof contained
herein  shall  survive  the  Date  of  Grant, the exercise or conversion of this
Warrant  (or  any  part  hereof)  and  the  termination  or expiration of rights
hereunder.  All agreements of the Company and the holder hereof contained herein
shall  survive indefinitely until, by their respective terms, they are no longer
operative.

     17.  Remedies. In case any one (1) or more of the covenants and agreements
contained  in  this Warrant shall have been breached, the holders hereof (in the
case  of  a breach by the Company), or the Company (in the case of a breach by a
holder),  may  proceed to protect and enforce their or its rights either by suit
in  equity and/or by action at law, including, but not limited to, an action for
damages as a result of any such breach and/or an action for specific performance
of  any  such  covenant  or  agreement  contained  in  this  Warrant.

     18.  Acceptance. Receipt of this Warrant  by  the  holder  hereof  shall
constitute  acceptance  of  and agreement to the foregoing terms and conditions.

     19.  No Impairment of  Rights.  The  Company  will not, by amendment of its
Articles of Incorporation or through any other means, avoid or seek to avoid the
observance  or  performance of any of the terms of this Warrant, but will at all
times  in  good  faith  assist  in the carrying out of all such terms and in the
taking of all such action as may be necessary or appropriate in order to protect
the  rights  of  the  holder  of  this  Warrant  against  impairment.

                            [Signature page follows.]

     Signature  Page  1  of  1


     IN  WITNESS  WHEREOF, the Company has caused this Warrant to be executed on
its  behalf  by  one  of  its  officers  thereunto  duly  authorized.

     MERIDIAN  USA  HOLDINGS,  INC.

By:   /s/  Mark  Streisfeld
      Name:  Mark Streisfeld
      Title: President
     Address:3350  2nd  Avenue
             Suite  A-28
             Boca  Raton,  FL  33431

             Dated:  as  of  June  16,  2000


                                    EXHIBIT A
                               NOTICE OF EXERCISE


To:     MERIDIAN  USA  HOLDINGS,  INC.

     1.     The  undersigned  hereby  elects to purchase        shares of Common
Stock  of  Meridian  USA  Holdings,  Inc.  pursuant to the terms of the attached
Warrant,  and  tenders  herewith payment of the purchase price of such shares in
full.

     2.     Please  issue a certificate or certificates representing said shares
in  the  name of the undersigned or in such other name or names as are specified
below:

     _______________________________
     (Name)
     _______________________________
     _______________________________
     (Address)

     3.     The  undersigned  represents  that  the  aforesaid  shares are being
acquired  for  the account of the undersigned for investment and not with a view
to,  or  for  resale  in  connection with, the distribution thereof and that the
undersigned  has  no present intention of distributing or reselling such shares.
In  support  thereof,  the undersigned has executed an Investment Representation
Statement  attached  hereto  as  Schedule  1.

     __________________________________
     (Signature)
     _____________________
     (Date)


                                   SCHEDULE 1
                       INVESTMENT REPRESENTATION STATEMENT


Purchaser:
Company:     Meridian  USA  Holdings,  Inc.
Security:     Common  Stock
Amount:
Date:

     In  connection  with  the  purchase  of  the  above-listed  securities (the
"Securities"),  the  undersigned  (the "Purchaser") represents to the Company as
follows:

     (a)  The Purchaser is aware of the Company's business affairs and financial
condition, and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Securities.  The Purchaser is
purchasing  the  Securities for its own account for investment purposes only and
not  with  a  view  to, or for the resale in connection with, any "distribution"
thereof  for  purposes  of  the  Securities Act of 1933, as amended (the "Act").

     (b)  The Purchaser understands that the Securities have not been registered
under  the  Act in reliance upon a specific exemption therefrom, which exemption
depends  upon,  among  other  things,  the  bona  fide nature of the Purchaser's
investment  intent  as  expressed  herein.  In  this  connection,  the Purchaser
understands that, in the view of the Securities and Exchange Commission ("SEC"),
the  statutory  basis  for  such exemption may be unavailable if the Purchaser's
representation  was  predicated  solely  upon  a present intention to hold these
Securities  for  the minimum capital gains period specified under applicable tax
laws,  for  a  deferred sale, for or until an increase or decrease in the market
price  of  the Securities, or for a period of one year or any other fixed period
in  the  future.

     (c)  The Purchaser further understands that the  Securities must be held
indefinitely unless subsequently registered under the Act or unless an exemption
from  registration  is  otherwise  available.  In  addition,  the  Purchaser
understands  that  the  certificate  evidencing the Securities will be imprinted
with  the legend referred to in the Warrant under which the Securities are being
purchased.

     (d)  The Purchaser is aware  of  the  provisions  of  Rule  144  and 144A,
promulgated  under the Act, which, in substance, permit limited public resale of
"restricted  securities"  acquired,  directly  or  indirectly,  from  the issuer
thereof  (or from an affiliate of such issuer), in a non-public offering subject
to the satisfaction of certain conditions, if applicable, including, among other
things:  The  availability  of certain public information about the Company, the
resale  occurring  not  less than one (1) year after the party has purchased and
paid  for  the securities to be sold; the sale being made through a broker in an
unsolicited  "broker's  transaction"  or  in transactions directly with a market
maker  (as  said  term  is defined under the Securities Exchange Act of 1934, as
amended)  and  the amount of securities being sold during any three-month period
not  exceeding  the  specified  limitations  stated  therein.

     (e)  The Purchaser further understands that at the time it wishes to sell
the Securities there may be no public market upon which to make such a sale, and
that,  even  if  such  a  public  market  then  exists,  the  Company may not be
satisfying the current public information requirements of Rule 144 and 144A, and
that,  in such event, the Purchaser may be precluded from selling the Securities
under  Rule  144  and  144A even if the one-year minimum holding period had been
satisfied.

     (f)  The  Purchaser  further  understands  that in  the event all of the
requirements of Rule 144 and 144A are not satisfied, registration under the Act,
compliance  with  Regulation  A,  or  some  other registration exemption will be
required; and that, notwithstanding the fact that Rule 144 is not exclusive, the
Staff  of  the  SEC  has  expressed  its  opinion that persons proposing to sell
private  placement  securities other than in a registered offering and otherwise
than  pursuant  to  Rule  144  will  have  a  substantial  burden  or  proof  in
establishing that an exemption from registration is available for such offers or
sales,  and  that  such  persons and their respective brokers who participate in
such  transactions  do  so  at  their  own  risk.

     Purchaser:__________________________

     Date:__________________