MERIDIAN USA HOLDINGS, INC.
                       SERIES A CONVERTIBLE NOTE DUE 2010
NO.  1                                                                $8,000,000

          Meridian USA Holdings, Inc., a Florida corporation (hereinafter called
the  "Corporation,"  which  term  includes  any successors), for value received,
hereby promises to pay to U.S. Bancorp Investments, Inc., or registered assigns,
the  principal  sum  of  EIGHT  MILLION  DOLLARS  ($8,000,000) on June 16, 2010.
THE  SECURITIES  EVIDENCED  HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT  OF  1933,  AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
NEITHER  THIS  SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED,
SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE  OF  SUCH  REGISTRATION  UNLESS  SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT  TO,  REGISTRATION

     1.     Interest.

     (a)     General.  Meridian  USA  Holdings,  Inc.,  a  Florida  corporation
(hereinafter  called  the  "Corporation,"  which  term includes any successors),
promises  to  pay  interest  on the principal amount of this Note at the rate of
5.0%  per  annum.  To  the  extent it is lawful, the Corporation promises to pay
interest  on  any  interest payment due but unpaid on such principal amount at a
rate  of  5.0%  per  annum  compounded  quarterly.

             The Corporation will pay interest quarterly on March 15, June 15,
September  15  and  December 15 of each year (each, an "Interest Payment Date"),
commencing  September  15, 2000.  Interest on the Note will accrue from the most
recent  date to which interest has been paid or, if no interest has been paid on
the Securities, from June 16, 2000 to and including the earliest of (i) the date
on  which  this  Note  is converted into Series II Preferred Stock in accordance
with  Section  6,  or (ii) the date on which this Note is redeemed in accordance
with  Section  5.

             Accrued  and  unpaid interest from June 16, 2000 shall be paid in
cash  concurrently  with  the  consummation  of  (i) a public offering of equity
securities  by the Corporation (other than equity securities registered pursuant
to  registration  statements  on  Form  S-4  or  S-8 or any successor or similar
forms),  or  (ii)  a  Designated  Event.

             This  Note  shall  entitle the holder thereof to receive interest
prior  and in preference to any dividend with respect to all shares of preferred
stock  and  Common  Stock.  No dividend shall be paid on any series of preferred
stock  or the Common Stock unless and until all accrued and unpaid interest from
the  Purchase Date provided for in this Section 1(a) shall have been paid or all
Notes  shall have been redeemed or converted in accordance with Sections 5 or 6,
respectively.  Interest  will  be  computed  on  the  basis  of  a  360-day year
consisting  of  twelve  30-day  months.

     (b)     Special  Interest.  After  all  accrued and unpaid interest on this
Note  shall  have  been  paid  in  cash  as provided for in Section 1(a) and all
preferential  dividends on all series of Preferred Stock shall have been paid or
declared  and  a  sum  sufficient  for  the  payment thereof set apart, then the
Corporation  may  (when, as and if declared by the Board) declare and distribute
in  such  year  dividends  on the Common Stock; provided, however, that from and
after  such  time  as the holders of the Common Stock have received dividends on
the  Common  Stock  in  an  amount  equal  on a per share basis to the per annum
interest paid pursuant to Section 1(a) (determined on an as-converted basis), no
subsequent  dividend  on  the  shares  of Common Stock shall be declared or paid
unless  and  until interest of an equal amount per share is concurrently paid to
the  holders  of  the  Notes  (determined  on  an  as-converted  basis).

     (c)    Termination. The Corporation's obligation to pay interest, including
accrued  and unpaid interest, with respect to this Note shall be extinguished on
the  Conversion  Effective  Date  or  the  Redemption  Date.

     2.     Method  of  Payment.

     The Corporation shall pay interest on the Notes (except defaulted interest)
to  the  Persons  who are the registered Holders at the close of business on the
Record  Date  immediately  preceding  the  Interest  Payment Date.  Holders must
surrender  Notes  to  a  Paying  Agent  to  collect  principal  payments.  The
Corporation  shall  pay  principal and interest in cash or, at the Corporation's
election,  such  accrued  interest  may be added to the principal amount of this
Note  and  shall  accrue  interest  thereafter.

     3.     Paying  Agent  and  Registrar.

     Initially,  the  Corporation  will  act as Paying Agent and Registrar.  The
Corporation  may  change  the  Paying  Agent,  Registrar or co-Registrar without
notice  to the Holders.  The Corporation or any of its Subsidiaries may, subject
to  certain  exceptions,  act  as  Paying  Agent,  Registrar  or  co-Registrar.

     4.     Liquidation  Payments.

     (a)     Special  Liquidation  Payment.  In  the  event  of any liquidation,
dissolution  or  winding up of the Corporation, either voluntary or involuntary,
the holders of this Note shall be entitled to receive, prior to any distribution
of  any  of  the  assets  of  the  Corporation  to  the holders of any series of
preferred  stock  and  the  holders of Common Stock by reason of their ownership
thereof,  cash in an amount per $1,000 in principal amount of this Note equal to
the  sum of (i) $1,000.00 (the "Original Issue Price"), and (ii) an amount equal
to  all accrued but unpaid interest, if any, in respect of such principal amount
(the "Accrued Interest" and together with the Original Issue Price, the "Special
Liquidation  Payment").  If  upon  the  occurrence of such event, the assets and
funds  thus  distributed among the holders of the Notes shall be insufficient to
permit  the  payment  to  such  holders  of the full aforesaid amounts, then the
entire  assets  and funds of the Corporation available for distribution shall be
distributed  ratably  among  the  holders  of  the  Notes.

(b)     Distributions after Special Liquidation Payment.  Upon the completion of
the  distribution  required by Section 4(a) and any preferential distribution to
the  Series  I Preferred Stock, Series II Preferred Stock or any other series of
preferred  stock,  the  remaining  assets  of  the  Corporation  available  for
distribution  to  stockholders shall be distributed ratably among the holders of
the  Notes,  Series  II  Preferred  Stock  and  the  holders of the Common Stock
according to the number of shares of Common Stock (1) then held, with respect to
holders  of  the Common Stock, and (2) into which the then outstanding Notes and
shares  of  Series  II  Preferred  Stock  are  then convertible, with respect to
holders  of  the  Notes  and  Series  II  Preferred  Stock.

     5.     Redemption.

     (a)     Mandatory  Redemption.

     If  there  remains  outstanding  any  Note  on or after the occurrence of a
Designated Event (such date, the "Redemption Trigger Date"), each of the holders
of the then outstanding Notes shall have the right to require the Corporation to
redeem  all  or any of such holder's Notes in accordance with this Section 5 for
cash  in  an  amount  per  share equal to the Redemption Price, such right being
referred  to  as  the  "Redemption  Right".

          The  Corporation  shall  give  each  holder of record of Notes written
notice  of  such  impending transaction not later than twenty (20) days prior to
the  stockholders'  meeting  called  to approve such transaction, or twenty (20)
days  prior  to the closing of such transaction, whichever is earlier, and shall
also  notify  such holders in writing of the final approval of such transaction.
The  first  of  such notices shall describe the material terms and conditions of
the  impending  transaction  and  the  provisions  of  this  Section  5, and the
Corporation  shall  thereafter  give  such holders prompt notice of any material
change.  The  transaction  shall  in no event take place sooner than twenty (20)
days  after  the  Corporation  has given the first notice provided for herein or
sooner  than  fifteen  (15)  days  after the Corporation has given notice of any
material change provided for herein; provided, however, that such periods may be
shortened  upon  the  written  consent  of  the  Majority  Noteholders.

          Within  ten  (10)  days  after  the  Redemption  Trigger  Date,  the
Corporation  shall  notify all holders of Notes that the Redemption Right may be
exercised,  and  each  holder  of  Notes  shall  have  the right, exercisable by
delivery of a Redemption Notice to the Corporation within thirty (30) days after
receipt of such notice from the Corporation, to request that all or a portion of
such  holder's  Notes be redeemed on the Redemption Date.  The Corporation shall
be  obligated  to  redeem  the  total  principal amount of Notes requested to be
redeemed  in  accordance  herewith  on  the  Redemption  Date.

          In  the  event  that  the  Corporation  does not have sufficient funds
available  for redemption of the Notes in accordance with this Section 5(a), the
Corporation  shall  forthwith  either:

          (A)  cause such closing to be postponed until such time  as  the
requirements  of  this  Section  5(a)  may  be  complied  with;  or

          (B)  cancel such transaction, in which event the rights, preferences
and privileges  of  the holders of the Notes shall revert to and be the same as
such rights, preferences and privileges existing immediately prior to the date
of the first  notice  referred  to  in  Section  5(a).

     (b)  Procedure.  Each holder of Notes shall surrender the certificate or
certificates  representing  such Notes to the Corporation, duly endorsed, at the
office of the Corporation or any Paying Agent or Registrar for the Notes, and on
the  Redemption  Date  the  full  Redemption Price for such Notes so surrendered
shall be payable in cash to the Person whose name appears on such certificate or
certificates  as  the  owner  thereof.

     (c)  Reissuance  of Certificate.  In case less than all of the principal
amount of Notes represented by any certificate is redeemed in any installment, a
new  certificate  representing  the  unredeemed principal amount of such of Note
will  be issued to the holder thereof without cost to such holder promptly after
surrender  of the certificate representing the redeemed principal amount of such
Note.

     (d)  Termination.  The rights of the Corporation and the holders of the
Notes under  this Section 5 shall terminate and be of no effect upon the
conversion of all  Notes  into  shares  of  Series  II  Preferred  Stock.

     6.     Conversion.  The  holders  of the Notes shall have conversion rights
as  follows  (the  "Conversion  Rights"):

     (a)     Mandatory  Conversion.  Each $1,000 principal amount of Notes shall
be automatically converted on June 16, 2001  at the office of the Corporation or
any  Paying Agent or Registrar for the Notes, into such number of fully paid and
nonassessable  shares  of Series II Preferred Stock as is determined by dividing
(x)  the  Special  Liquidation  Payment by (y) the Conversion Price, as adjusted
from  time  to  time in accordance with Sections 6(e), (f), (g), (h) and (i), in
effect  on  the  date  the  certificate  is  surrendered  for  conversion.

      (b)    Right to Convert at the Option of the Holder.  Each $1,000
principal amount  of  Notes  shall be convertible, at the option of the holder
thereof, at any  time  after  the  date  of  issuance  of  such  Note  at  the
office of the Corporation  or any Paying Agent or Registrar for the Notes, into
such number of fully  paid  and  nonassessable  shares  of  Series II Preferred
Stock  as is determined by dividing (x) the Special Liquidation Payment by (y)
the Conversion Price, as adjusted from time to time in accordance with Sections
6(e), (f), (g),(h)  and  (i),  in  effect  on  the  date  the  certificate  is
surrendered for conversion;  provided  that  notwithstanding  any  right  of
conversion of Notes provided  for  in this Section 6(b), provided that  the
Holder is a bank holding company or an Affiliate of a bank holding company, and
has the authority to hold Series  II  Preferred  Stock  pursuant to Section
1843(k)(H) of the Bank Holding Company  Act  of  1956,  as  amended (the "BHCA")
The occurrence of a Designated Event  or  the existence of a Redemption Right
shall in no way limit the ability of  a  holder  to  convert  Notes  into shares
of  Series  II Preferred Stock.

      (c)  Right to Convert at the Option of the Corporation.  Each $1,000
principal amount of  Notes  shall  be  convertible, at the option of the
Corporation, at any time after the date of issuance of such Note, at the office
of the Corporation or any Paying Agent or Registrar for the Notes, into such
number of fully paid and nonassessable  shares  of Series II Preferred Stock as
is determined by dividing (x)  the  Special  Liquidation  Payment by (y) the
Conversion Price, as adjusted from  time  to  time in accordance with Sections
6(e), (f), (g), (h) and (i), in effect on the date the certificate is
surrendered for conversion;  provided that the Holder is a bank holding company
or an Affiliate of a bank holding company, and has the  authority  to  hold
Series II Preferred Stock pursuant to Section 1843(k)(H) of the BHCA. Mechanics
of Conversion.  Before any holder of Notes  shall be entitled to convert the
same into shares of Series II Preferred Stock,  such  holder  shall  surrender
the certificate or certificates therefor, duly  endorsed,  at  the  office  of
the  Corporation or of any Paying Agent or Registrar for the Notes, and shall
give written notice to the Corporation at its principal  corporate office, of
the election to convert the same and shall state therein the name or names in
which the certificate or certificates for shares of Series  II  Preferred Stock
are to be issued.  The Corporation shall, as soon as practicable  thereafter,
but  in  no  event  later than three (3) business days thereafter,  issue and
deliver at such office to such holder of Notes, or to the nominee or nominees
of such holder, a certificate or certificates for the number of shares of
Series II Preferred Stock to which such holder shall be entitled as aforesaid.
Such  conversion shall be deemed to have been made immediately prior to  the
close  of  business  on  the  date of such surrender of the Notes to be
converted  (except as otherwise provided in the immediately following sentence),
and  the person or persons entitled to receive the shares of Series II Preferred
Stock  issuable  upon  such  conversion shall be treated for all purposes as the
record  holder or holders of such shares of Series II Preferred Stock as of such
date.  If  the  conversion is (i) in connection with an underwritten offering of
securities registered pursuant to the Securities Act, or (ii) in anticipation of
a  Designated  Event, such conversion may, at the option of any holder tendering
Notes  for  conversion, be conditioned upon the closing with the underwriters of
the  sale  of  securities  pursuant to such offering or the consummation of such
Designated  Event,  as the case may be, in which event the person(s) entitled to
receive  the Series II Preferred Stock upon conversion of the Notes shall not be
deemed to have converted such Notes until the closing of such sale of securities
or  consummation  of  such  Designated  Event.

     (d)  Conversion Price Adjustments of Notes for Certain Dilutive Issuances,
Splits  and Combinations.  The Conversion Price of the Notes shall be subject to
adjustment  from  time  to  time  as  follows:

          (i)  In the event the Corporation should at any time or from time to
time  after  the Purchase Date fix a record date for the effectuation of a split
or  subdivision  of  the  outstanding shares of Series II Preferred Stock or the
determination  of  holders  of  Series  II Preferred Stock entitled to receive a
dividend  or  other  distribution  payable  in  additional  shares  of Series II
Preferred Stock or Common Stock Equivalents without payment of any consideration
by  such  holder  for  the additional shares of Series II Preferred Stock or the
Common  Stock  Equivalents  (including  the  additional  shares  of Common Stock
issuable  upon conversion or exercise of Series II Preferred Stock), then, as of
such  record  date  (or  the  date  of  such  dividend  distribution,  split  or
subdivision  if  no  record  date  is  fixed),  the  Conversion  Price  shall be
appropriately  decreased  so  that  the  number of shares of Series II Preferred
Stock  issuable  on  conversion of each Note shall be increased in proportion to
such  increase  in  the  aggregate number of shares of Series II Preferred Stock
outstanding  and  issuable  with  respect  to  such  Common  Stock  Equivalents.
(ii)     If the number of shares of Series II Preferred Stock outstanding at any
time  after  the  Purchase Date is decreased by a combination of the outstanding
shares  of  Series  II  Preferred Stock, then, following the record date of such
combination,  the  Conversion Price shall be appropriately increased so that the
number  of  shares  of  Series II Preferred Stock issuable on conversion of each
share  of  such  series  shall  be  decreased  in proportion to such decrease in
outstanding  shares.

     (e)     Conversion  Price  Adjustments  for Sale of Shares Below Conversion
Price.

             (i)  If at any time or from time to time after the Purchase Date
hereof, the  Corporation issues or sells, or is deemed by the express provisions
of this Section  6(f)  to  have issued or sold, Additional Shares of Series II
Preferred Stock  (as  defined  in  clause  (v)  below)),  other than upon a
subdivision or combination  of,  or  as a dividend  or  other  distribution on,
the Series II Preferred  Stock  as  provided in Section 6(e), for an Effective
Price less than the  then  existing  Conversion Price,  then  the  Conversion
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 Conversion  Price  by  a  fraction  (A)  the numerator of which
shall be (1) the number  of shares of Series II Preferred Stock outstanding
immediately preceding the  date  of  such issue  or  sale, plus (2) the number
of shares of Series II Preferred  Stock  that  the  aggregate consideration
received (or by the express provisions hereof deemed to have been received) by
the Corporation for the total number  of  Additional  Shares  of  Series  II
Preferred  Stock so issued would purchase at the applicable existing Conversion
Price, and (B) the denominator of which  shall be the number of shares of
Series II Preferred Stock outstanding at the  close  of  business  on the date
of such issue after giving effect to such issue  of  Additional  Shares  of
Series  II  Preferred  Stock.

          (ii)  For the  purpose  of making any adjustment required under this
Section 6(f),  the  consideration  received  by the Corporation 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 Corporation before deducting any
expenses payable by the Corporation and any underwriting or similar
commissions, compensation, or concessions  paid or allowed by the Corporation
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 the
Majority Noteholders, and (C) if Additional Shares of Series II Preferred Stock,
Convertible Securities or rights or options to purchase either Additional Shares
of Series II Preferred Stock or Convertible Securities are issued or sold
together with other stock or securities or other assets  of  the Corporation 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 Series II Preferred
Stock,Convertible Securities or rights or options, as the case may be.

     (iii)  For the purpose of the adjustment required under this Section 6(f),
if the Corporation issues or sells any Options to purchase Series II Preferred
Stock or any Convertible Securities and if the Effective Price of the Additional
Shares  of  Series  II  Preferred  Stock  underlying such Options or Convertible
Securities  is  less  than  the Conversion Price then in effect, the Corporation
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 Series II
Preferred  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 Corporation 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 Corporation
upon  the exercise of such Options, plus, in the case of Convertible Securities,
the  minimum amounts of consideration, if any, payable to the Corporation (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  Series II Preferred 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 Series II
Preferred  Stock changes at any time, the Conversion Price in effect at the time
of  such change shall be adjusted immediately to the Conversion 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  6(f),  if  the  terms  of any Option or
Convertible Security that was outstanding as of the Purchase Date are changed in
the  manner described in the immediately preceding sentence, then such Option or
Convertible  Security  and  the  Series  II Preferred 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 Conversion Price thereunder to be increased.  If any such Options
issued  after  the  Purchase Date or the conversion privilege represented by any
such  Convertible Securities issued after the Purchase Date shall expire without
having  been exercised, the Conversion Price, adjusted upon the issuance of such
Options  or  Convertible  Securities  issued  after  the  Purchase Date shall be
readjusted  to  the  Conversion  Price  that  would  have  been in effect had an
adjustment  been  made on the basis that the only Additional Shares of Series II
Preferred  Stock  so  issued  were  the Additional Shares of Series II Preferred
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
Series  II  Preferred  Stock,  if any, were issued or sold for the consideration
actually received by the Corporation upon such exercise, plus the consideration,
if  any,  actually  received  by  the  Corporation  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 Corporation (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 6(f), if
the  Corporation  issues  or  sells  any Options for the purchase of Convertible
Securities  and  if  the  Effective  Price of the Additional Shares of Series II
Preferred  Stock  underlying  such  Convertible  Securities  is  less  than  the
Conversion  Price  in  effect, the Corporation shall be deemed to have issued at
the time of the issuance of such Options the maximum number of Additional Shares
of  Series  II  Preferred  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 Series II Preferred
Stock  an  amount  equal to the amount of consideration, if any, received by the
Corporation  for  the  issuance  of  such  Options,  plus the minimum amounts of
consideration,  if  any,  payable  to  the Corporation upon the exercise of such
Options  and  plus  the  minimum amount of consideration, if any, payable to the
Corporation  (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 Conversion 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 Series II Preferred 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 Series II
Preferred  Stock changes at any time, the Conversion Price in effect at the time
of  such change shall be adjusted immediately to the Conversion 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  6(f),  if  the  terms  of any Option or
Convertible Security that was outstanding as of the Purchase Date are changed in
the  manner described in the immediately preceding sentence, then such Option or
Convertible  Security  and  the  Series  II Preferred 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 Conversion Price thereunder to be increased.  The provisions of clause (iii)
above  for  the  readjustment  of  the  Conversion  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 Series II Preferred Stock" shall mean all shares
of Series II Preferred Stock issued by the Corporation after the Purchase Date ,
whether  or  not  subsequently  reacquired  or  retired  by  the  Corporation.

    (vi) The "Effective Price" of Additional Shares of Series II Preferred Stock
shall  mean  the  quotient determined by dividing the total number of Additional
Shares  of  Series  II  Preferred  Stock  issued or sold, or deemed to have been
issued  or  sold  by the Corporation under this Section 6(f), into the aggregate
consideration  received,  or deemed to have been received by the Corporation for
such  issue  under  this  Section  6(f), for such Additional Shares of Series II
Preferred  Stock.

     (f)  Other  Distributions.  In the event the Corporation shall declare a
distribution  payable  in securities of other persons, evidences of indebtedness
issued by the Corporation or other persons, assets (excluding cash dividends) or
options  or  rights not referred to in Section 6(f), then, in each such case for
the  purpose of this Section 6(g), the holders of the Notes shall be entitled to
a  share  of  any  such distribution in accordance with Section 1 as though they
were  the  holders  of the number of shares of Common Stock into which the Notes
and  the  shares  of  Series II Preferred Stock are convertible as of the record
date  fixed  for  the  determination of the holders of Series II Preferred Stock
entitled  to  receive  such  distribution.

     (g) 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 in this Section 6 or
Section  4)  provision  shall  be  made so that the holders of the Notes and the
Series  II  Preferred  Stock  shall  thereafter  be  entitled  to  receive  upon
conversion  of  the Notes and the Series II Preferred Stock the number of shares
of  stock  or  other  securities or property of the Corporation or otherwise, to
which  a  holder  of  Common  Stock  deliverable upon conversion 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 6 with
respect  to  the  rights of the holders of the Notes and the Series II Preferred
Stock  after the recapitalization to the end that the provisions of this Section
6 (including adjustment of the Conversion Price then in effect and the number of
shares  purchasable  upon  conversion  of  the Notes and the Series II Preferred
Stock)  shall  be  applicable  after  that  event as nearly equivalent as may be
practicable.

     (h)  No Impairment.  The Corporation will not,  by  amendment  of  the
Certificate 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 Corporation, but will at
all times in good faith assist in the carrying out of all the provisions of this
Section  6  and  in  the  taking  of  all  such  action  as  may be necessary or
appropriate  in  order  to  protect  the Conversion Rights of the holders of the
Notes  and  the  Series  II  Preferred  Stock  against  impairment.

     (i)  Certificate  as  to  Adjustments.

          (i)  Within  fifteen  (15)  days  following  the  occurrence  of  each
adjustment  or  readjustment of the Conversion Price pursuant to this Section 6,
the  Corporation,  at  its  expense,  shall  promptly compute such adjustment or
readjustment in accordance with the terms hereof and prepare and furnish to each
holder  of Notes a certificate setting forth such adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.
The  Corporation  shall,  upon  the written request at any time of any holder of
Notes,  furnish  or  cause  to  be  furnished  to such holder a like certificate
setting  forth (A) such adjustment and readjustment, (B) the Conversion Price at
the  time  in  effect, and (C) the number of shares of Series II Preferred Stock
and  the  amount,  if  any, of other property that at the time would be received
upon  the  conversion  of  the  Notes.

     (j)  Notices  of  Record  Date.  In  the  event  of  any  taking  by the
Corporation  of  a  record  of  the  holders  of any class of securities for the
purpose  of  determining  the  holders  thereof  who are entitled to receive any
dividend  (other  than  a  cash  dividend)  or  other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, the Corporation
shall mail to each holder of Notes, at least fifteen (15) days prior to the date
specified  therein,  a notice specifying the date on which any such record is to
be taken for the purpose of such dividend, distribution or right, and the amount
and  character  of  such  dividend,  distribution  or  right.

    (k)  Reservation of Stock Issuable Upon Conversion. The Corporation shall at
all  times  reserve and keep available out of its authorized but unissued shares
of  Series  II  Preferred  Stock  and  Common  Stock,  solely for the purpose of
effecting  the  conversion  of the Notes and the Series II Preferred Stock, such
number of its shares of Series II Preferred Stock and Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding Notes and
shares of Series II Preferred Stock; provided that, if at any time the number of
authorized  but  unissued  shares  of  Series II Preferred Stock or Common Stock
shall  not  be sufficient to effect the conversion of all then outstanding Notes
or  shares  of  Series II Preferred Stock, in addition to such other remedies as
shall  be available to the holder of such Notes or Series II Preferred Stock, as
the  case may be, the Corporation will take such corporate action as may, in the
opinion  of  its  counsel,  be necessary to increase its authorized but unissued
shares of Series II Preferred Stock or Common Stock, as the case may be, 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 the Certificate; and provided, further
that  if  at  any  time after the first anniversary of the Purchase Date (i) the
number  of authorized but unissued shares of Series II Preferred Stock shall not
be  sufficient to effect the conversion of all then outstanding shares of Notes,
(ii)  the  number of authorized but unissued shares of Common Stock shall not be
sufficient  to  effect the conversion of all than authorized shares of Series II
Preferred  Stock,  or  (iii) the Corporation fails for any other reason to honor
the  request  of a holder of Notes or Series II Preferred Stock to convert Notes
into  shares  of  Series  II Preferred Stock pursuant to Section 6 or to convert
shares  of Series II Preferred Stock into shares of Common Stock pursuant to the
terms  of  the  Series II Preferred Stock, in addition to such other remedies as
shall be available to the holder of such Notes or Series II Preferred Stock, the
Corporation  shall  pay to the holder of such Notes or Series II Preferred Stock
liquidated  damages in cash in an amount equal to three percent (3%) of the then
current  Special  Liquidation Payment for each thirty (30) day period or portion
thereof  that  such  condition  continues.

     (l)  Notices.  Any notice required  or  permitted by the provisions of this
Section  6  to  be  given  to the holders of Notes shall be in writing, shall be
effective  when given, and shall in any event be deemed to be given upon receipt
or, if earlier, (i) three (3) days after deposit with the U.S. postal service or
other  applicable  postal  service,  if  delivered  by first class mail, postage
prepaid,  (ii)  upon  delivery, if delivered by hand, (iii) one (1) business day
after  the  day  of  deposit  with Federal Express or similar overnight courier,
freight  prepaid, if delivered by overnight courier or (iv) one (1) business day
after  the day of facsimile transmission, if delivered by facsimile transmission
with  copy  by first class mail, postage prepaid, and shall be addressed to each
holder  of  record  at  such  holder's  address  appearing  on  the books of the
Corporation.

     7.  Consent  of  Noteholders  Required.  So  long  as  any  Notes  are
outstanding  without  first  obtaining the approval of the Majority Noteholders,
the  Corporation  shall  not:

         (i)  amend, alter or repeal the Certificate, Bylaws, or the Series II
Designation,  in  a  manner  adverse  to  the  holders of the Notes or Series II
Preferred Stock, including, without limitation, any increase in the total number
of  authorized  shares  of  Series  II  Preferred  Stock.

        (ii)  create, incur, assume or suffer to exist any Indebtedness in
excess of $5,000,000;

        (iii)  authorize or issue, or obligate itself to issue, any other equity
security,  including any other security convertible or exercisable for an equity
security,  on  parity  with  or  senior  to the Series II Preferred Stock in any
respect,  including  without  limitation,  as  to  dividend  rights, liquidation
preferences,  voting  rights,  redemption  or  conversion  rights;

        (iv) purchase, redeem, or otherwise acquire (or pay into or set aside
for a sinking  fund  for  such  purpose) any  shares of the Corporation's equity
securities,  other  than  redemptions  of  shares  of  Series II Preferred Stock
pursuant  to  Section  5  of  the  Series  II  Designation;

         (v)  declare or pay any dividend or other distribution, direct or
indirect (or  set  apart any sum for such purpose) whether in cash, indebtedness
or other assets  or  securities,  upon  the  Corporation's equity securities
other than a dividend  or  distribution  on  the  Series  II  Preferred  Stock;

         (vi)  enter in to an agreement to effect  any  sale, lease, assignment,
transfer  or  other conveyance of any material assets of the Corporation, or any
merger,  material acquisition, reorganization, or recapitalization involving the
Corporation  other  than inventory in the ordinary course of business consistent
with  past  practice;

         (vii)  enter into a single transaction or series of transactions with
or for the  benefit  of  an  Affiliate  of  the  Corporation  other than the
employment agreements  between the Corporation and each of Messrs. Posner and
Streisfeld as in  effect  on  the  Purchase  Date;

         (viii)  enter into a line of business that is unrelated to the food and
beverage  business or otherwise substantially change or modify the Corporation's
line  of  business  as  it  existed  on  the  Purchase  Date;

          (ix)  purchase, lease or otherwise acquire assets (other than
inventory) or make  other  capital  expenditures in a  single  transaction  or
series  of transactions  over  the  course  of a fiscal year with an aggregate
fair market value  in  excess  of  $750,000  in  any  such  fiscal  year;

          (x)  increase  the  salary,  wages  or  other  compensation  of any
director,officer,  employee  or  consultant  of  the Corporation, establish or
modify the salary  ranges, guidelines or similar provisions in respect of any
benefit plan, employment-related  contract  or  other employee compensation
arrangement or pay discretionary  bonuses or other compensation, other than
(i) any increase in the salary, wages or other compensation of officers,
employees or consultants of the Corporation  (other  than  Messrs.  Posner
and  Streisfeld and their respective family  members)  in  the  ordinary
course  of  business  consistent  with past practice,  (ii)  any  increase  in
the  salary, wages, or other compensation of Messrs.  Posner or Streisfeld to
reflect increases in the Consumer Price Index for  the  Miami  metropolitan
area, or (iii) annual bonuses paid pursuant to an annual  bonus  plan
established by the Board to pay officers or employees of the Corporation
(which  may  include  Messrs.  Posner  and  Streisfeld  and  their respective
family  members)  in  an  aggregate  amount  not to exceed seven and one-half
percent  (7.5%)  of  EBITDA  for  such  fiscal  year;

          (xi)  make any payments or otherwise provide compensation to any
Affiliates, directors,  officers  or  employees  under  management, consulting,
advisory, severance,  employment or similar agreements or other arrangements
other than as required  by  contracts or agreements existing on the Purchase
Date or permitted by  Section  7(x)  above;

         (xii)  directly  or indirectly, pay or make a commitment to pay any
severance or  termination  pay  to  any  officer,  employee  or  agent who is
directly or indirectly  a stockholder of the Corporation other than as
required by contracts or  agreements  existing  on  the  Purchase  Date;

         (xiii)  make  or  permit  to  remain  outstanding any Investments
(other than Permitted  Investments)  exceeding  $50,000 in any fiscal year
other than loans, advances or other extensions of credit in the nature of
deposits with or advance payments to subcontractors and suppliers made in
the ordinary course of business consistent  with  past  practice;

         (xiv)  make any Investment in an Affiliate, transfer any assets or
property to an Affiliate, merge into or consolidate with or purchase or
acquire assets or property  from  an  Affiliate,  guarantee  or  assume any
Indebtedness or other obligation  of  an  Affiliate,  enter  into  any  other
transaction, directly or indirectly,  with or for the benefit of an Affiliate,
unless such transaction or series  of  related  transactions  are  between
the  Company and a wholly-owned subsidiary  or  two  wholly-owned subsidiaries
of  the  Company;

         (xv)  effect any liquidation, dissolution or winding up of the
Corporation; and

        (xvi)  authorize  or  issue, or obligate itself to issue, any equity
security (including  options,  warrants  and other similar rights) other than
pursuant to the  Corporation's  1999  Stock  Incentive Plan as such plan is in
effect on the Purchase  Date  and  amended thereafter to increase the maximum
aggregate shares included  in  such  plan  to  not  more than 1,000,000 shares
of Common Stock or pursuant to the conversion of the Preferred Stock or the
exercise of warrants or options  outstanding  on  the Purchase Date, or
authorize or issue shares of the Common  Stock  pursuant to such stock
option/stock issuance plan in an aggregate amount  in  excess  of  1,000,000
shares  of  Common  Stock.

     8.  Definitions.

    "Additional Shares of Series II Preferred Stock" shall have the meaning set
forth  in  Section  6(d)(v).

    "Affiliate" means any other person directly or  indirectly  controlling or
controlled  by  or under direct or indirect common control with the Corporation.

    "Board"  shall  mean  the  Corporation's  Board  of  Directors.

    "Certificate"  shall  mean  the Corporation's articles of incorporation, as
from time  to  time  in  effect.

    "Change of Control" means the occurrence of one or more of the following
events: (i)  any sale, lease, exchange or other transfer (in one transaction or
a series of  related  transactions)  of  all  or  substantially  all of the
assets of the Corporation;  (ii)  any other person or group of related Persons
for purposes of Section 13(d) of the Exchange Act (a "Group") (other than the
Permitted Holders) shall  become  the  owner, directly or indirectly,
beneficially or of record, of shares  representing greater than 50% ofthe
aggregate ordinary voting power for the  election  of  directors  of  the
Corporation; or (iii) during any two-year period  the directors who constituted
the Board at the beginning of such period, (together  with  any  new  directors
whose  election  by  such  Board  or whose nomination for election by the
shareholders of the Corporation was approved by a vote of  at  least a majority
of the directors of the Corporation then still in office  who  were  either
directors  at  the  beginning of such period or whose election  or  nomination
for election was previously so approved) cease for any reason  to  constitute
a  majority  of  the  Board  then  in  office.

    "Common  Stock  Equivalents" shall mean Options and Convertible Securities.

   "Consolidated Net Income" means with respect to any period, the net income of
the Corporation for such period determined on a consolidated basis in accordance
with  GAAP,  adjusted by excluding, (a) all extraordinary gains (but not losses)
for such period, (b) all gains (but not losses) from sales or other dispositions
of  assets  out  of  the  ordinary  course  of  business (net of taxes, fees and
expenses  relating  to the transaction giving rise thereto) for such period, (c)
that  portion  of  such  net  income  derived from or in respect of investments,
except  to  the extent actually received in cash by the Corporation, and (d) the
net  income  (or  loss)  or  any other entity combined with the Corporation on a

    "pooling of interests" basis attributable to any period prior to the date of
combination.

    "Conversion  Effective  Date" shall mean, with respect to each Note, the
date so elected  by  the  holder  of  such  Note  pursuant  to  Section  6.

    "Conversion  Price" means initially $1,000 per  share of Series II Preferred
Stock;  provided,  however,  that  the  Conversion  Price  shall  be  subject to
adjustment  as  provided  in  Section  6.

    "Conversion  Rights"  shall  have  the  meaning  set  forth  in  Section  6.

    "Convertible Securities" means securities convertible into or exchangeable
for Series  II  Preferred  Stock.

    "Corporation" means Meridian USA Holdings, Inc.,  a  Florida  corporation.

    A "Designated Event" means (i) the acquisition of the Corporation by another
entity  (including,  without  limitation,  any  reorganization,  merger  or
consolidation,  but excluding any merger effected exclusively for the purpose of
changing the domicile of the Corporation), (ii) a sale, lease, exchange or other
transfer  of  all or substantially all of the assets of the Corporation, (iii) a
sale  of  all  or  substantially all of the outstanding equity securities of the
Corporation  (whether  pursuant  to  a  merger, consolidation, recapitalization,
share purchase or otherwise), or (iv) any other transaction or series of related
transactions  resulting  in  a  Change  of  Control  of  the  Corporation.
"EBITDA"  means the sum of, without duplication, (i) Consolidated Net Income for
such period, plus (ii) consolidated interest expense for such period, determined
in  accordance with GAAP, plus (iii) all cash dividend payments on any series of
preferred stock or Series II Preferred Stock of the Corporation for such period,
determined  in  accordance  with  GAAP,  plus  (iv) provision for taxes based on
income  or profits for such period, determined in accordance with GAAP, plus (v)
consolidated  depreciation,  amortization  and  other  non-cash  charges  of the
Corporation  and  its  subsidiaries  required to be reflected as expenses on the
books  and  records of the Corporation for such period, determined in accordance
with  GAAP,  minus  (vi)  cash  payments made in such period with respect to any
recurring  non-cash  charges  previously  added  back  pursuant  to clause (iv).

    "Effective Price" shall have the  meaning  set  forth  in  Section 6(d)(vi).

    "GAAP" means generally accepted accounting  principles consistently applied.

   "Indebtedness" means all liabilities, contingent, fixed or otherwise, (a) for
borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments
or  representing the deferred portion of the purchase price of any property, (c)
secured  by  a lien, encumbrance or security interest upon property owned by the
Corporation  or  its  subsidiaries,  or  (d)  relating  to  a  capitalized lease
obligation.

    "Investment" means all investments in any Person (including Affiliates) in
the form of direct or indirect loans (including guarantees of Indebtedness or
other obligations),advances, capital contributions, transfers of assets outside
the ordinary course of business consistent with past practice, purchases or
other acquisitions for consideration of Indebtedness, equity interests or other
securities and all other items that are or would be classified as investments on
a  balance  sheet  prepared  in  accordance  with  GAAP.

    "Majority Noteholders" means holders of more than 50% of the outstanding
Notes.

    "Notes" means the Series A Convertible  Notes  of the Corporation due 2010.

   "Options" means any grant, issue or sale by the Corporation of any warrants,
options  or  other  rights to  subscribe for or to purchase Series II Preferred
Stock  or  Convertible  Securities.

    "Original  Issue Price" shall have the meaning set forth in Section 4(a).

    "Permitted  Holders" means Alan Posner, Mark Streisfeld and their respective
Affiliates.

     "Permitted  Investments" means (a) U.S. dollar denominated time deposits or
certificates  of deposit or (b) interests in regulated money market mutual funds
which invest solely in (i) securities issued or directly and fully guaranteed or
insured by the United States of America or any agency or instrumentality thereof
(provided  that  the  full  faith  and credit of the United States is pledged in
support  thereof)  or  (ii)  assets  described  in  clause  (a)  above.

    "Preferred Stock" means the Series I Preferred Stock and the Series II
Preferred Stock.

    "Purchase  Agreement" means that certain Securities Purchase Agreement
dated as of  June  16,  2000,  by  and among the Corporation and those certain
purchasers signatory  thereto.

    "Purchase  Date"  means  June  16,  2000.

    "Redemption  Date" means the date 45 days after the date of any Redemption
Notice.

   "Redemption Notice" means a written notice by one or more holders of Notes to
the Corporation stating their intention to exercise the Redemption Right and the
principal  amount  of  each  such  holder's  Notes  to  be  redeemed.

    "Redemption Price" means the per share Special Liquidation Payment
calculated as of  the  Redemption  Date.

    "Redemption  Right" shall have the meaning set forth in Section 5.

    "Redemption Trigger Date" shall have the meaning set forth in Section 5.

    "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Securities and Exchange Commission thereunder, or
any similar United  States  federal  statute.

    "Securityholders Agreement" means that certain Securityholders Agreement
dated as  of June 16, 2000, by and among the Corporation, certain holders of
Series II Preferred  Stock  signatory thereto, certain holders of Series I
Preferred Stock signatory  thereto,  and  each  purchaser  of  Notes  pursuant
to  the Purchase Agreement.

    "Series I Preferred Stock" means the Series I Convertible Preferred
Stock, $1.00 par  value  per  share,  of  the  Corporation.

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

    "Special  Liquidation Payment" shall have the meaning set forth in
Section 4(a).

     IN  WITNESS WHEREOF, the Corporation has caused this Instrument to be duly
executed.

MERIDIAN  USA  HOLDINGS,  INC.

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

Attest:

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