INVESTOR RIGHTS AGREEMENT

     THIS  INVESTOR  RIGHTS  AGREEMENT (this "Agreement") is made as of June 16,
2000,  by  and  among  Meridian  USA  Holdings, Inc., a Florida corporation (the
"Company"),  and those certain purchasers of the Company's Convertible Notes (as
defined  below)  signatory  hereto  (collectively  the  "Purchasers",  and  each
individually,  a  "Purchaser").

                                    RECITALS

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

     WHEREAS, the Purchase Agreement provides for, among other things, the sale
by the Company and the purchase by the Purchasers of $8,000,000 aggregate
principal amount  of  the  Company's  Series  A  Convertible  Notes  due  2010
(the "Convertible Notes");  and

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

NOW  THEREFORE, in consideration of the foregoing, the parties agree as follows:

1.     Definitions.

     1.1     Certain  Definitions.  As  used  in  this  Agreement, the following
terms  shall  have  the  following  respective  meanings:

"Affiliate"  of  any  Person  means  any  other  Person  that,  directly or
indirectly,  controls,  is  controlled  by  or is under common control with such
Person.

"Common  Stock"  means  the  Common  Stock,  $.001  par  value per share, of the
Company.

"Common  Stock  Equivalents  means the Common Stock, the Preferred Stock and all
other  shares,  options,  warrants  and other rights exercisable or exchangeable
for,  or  convertible  into,  shares  of  Common  Stock.

"Holders"  means  the  Purchasers  and  any  assignees  or transferees acquiring
Convertible  Notes  or  shares  of  Series  II  Preferred.

"Person"  means  an  individual,  corporation,  partnership,  limited  liability
company,  business  trust  or  other  form  of  entity.

"Preferred  Stock"  means the Preferred Stock, $1.00 par value per share, of the
Company.

"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.

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

"Series  II  Securities"  means,  as  of  any  time,  the shares of Common Stock
theretofore  issued  or then issuable on conversion of the Convertible Notes and
the  Series  II  Preferred.

2.     Information  Rights.

     2.1     Financial  Information.  So long as any Convertible Notes or shares
of  Series  II  Preferred  remains outstanding, the Company will provide to each
holder  of  such  notes  or shares the following information (unless such Holder
requests  in  writing  that  the  Company  not  provide  such  information):

     (a)     within  seventy-five (75) days after the end of each fiscal year of
the  Company, (i) an audited consolidated balance sheet of the Company as of the
end of such fiscal year, together with audited consolidated statements of income
and  cash flows of the Company for such fiscal year, prepared in accordance with
generally  accepted  accounting principles ("GAAP"), together with (ii) a report
on  such  financial  statements  prepared  by the Company's existing independent
certified  public  accountants, a "Big Five" accounting firm or other accounting
firm  reasonably  acceptable  to  the  Holders;

     (b) within forty-five (45)  days  after the end of each fiscal quarter, an
unaudited balance sheet of the Company as of the end of such fiscal quarter, and
unaudited statements of income and cash flow of the Company for such fiscal year
and  the  fiscal  year to date, prepared in accordance with GAAP (other than for
accompanying  notes,  and  subject  to  changes  resulting  from  year-end audit
adjustments),  all in reasonable detail and all certified by the Chief Financial
Officer  of  the  Company;

   (c)  within thirty (30) days after the end of each fiscal month, an unaudited
balance  sheet  of the Company as of the end of such fiscal month, and unaudited
statements  of income and cash flow of the Company for such fiscal month and the
fiscal  year  to  date,  prepared  in  accordance  with  GAAP  (other  than  for
accompanying  notes,  and  subject  to  changes  resulting  from  year-end audit
adjustments),  all in reasonable detail and all certified by the Chief Financial
Officer  of  the  Company;

    (d)  within three (3) business days after the end of each week, an unaudited
consolidated  statement  of  revenues for such week and the fiscal year to date,
prepared in accordance with GAAP (other than for accompanying notes, and subject
to  changes resulting from year-end audit adjustments), all in reasonable detail
and  all  certified  by  the  Chief  Financial  Officer  of  the  Company;

    (e)  together with each of the financial statements described in paragraphs
2.1(a),  2.1(b)  and  2.1(c), a corresponding narrative statement describing the
Company's  operations  on  (i)  a  division  or  operating unit basis and (ii) a
consolidated  basis  and  setting  forth  in  comparative  form  such operations
relative to (i) the comparable period or periods for the prior year and (ii) the
budgeted  figures  for  such  period  or  periods;

    (f)  at least thirty (30) days prior to the commencement of each fiscal year
of  the  Company,  a  budget for such fiscal year, including a projected balance
sheet  as  of  the  end of such year and projected statements of income and cash
flow  for  such  period;  and

    (g)  within thirty (30) days after the end of each calendar month, a letter
from  the  Chief  Executive  Officer  of  the  Company  identifying  key Company
operational  and  financial  events  that  occurred  during  such  month.

   2.2

  Inspection; Additional Information. So long as any Convertible Notes or shares
of  Series II Preferred remains outstanding, the Company shall allow each Holder
of  Convertible  Notes  or  Series  II Preferred to visit and inspect any of the
properties  of  the  Company  (upon reasonable advance notice, and during normal
business hours) and shall deliver or provide to each such Holder with reasonable
promptness  such  information  and  data,  including  access  to books, records,
officers  and  accountants,  with respect to the Company and its subsidiaries as
such  Holder  may  from time to time reasonably request; provided, however, that
the  Company  shall  not  be  obligated  to  so provide any information that the
Company  considers in good faith to be a trade secret or to contain confidential
information.

     3.     Termination.

     This Agreement shall terminate automatically upon the date on which neither
Convertible  Notes nor shares of Series II Preferred are issued and outstanding.

     4.     Miscellaneous.

     4.1     Waivers  and  Amendments.  With  the written consent of the Company
and  the  Holders who hold not less than one-half (1/2) of the Convertible Notes
and  Series  II Preferred then held by all Holders, voting together on the basis
of  aggregate  principal  amount  and  liquidation value, the obligations of the
Company and the rights of the Holders under this Agreement may be waived (either
generally or in a particular instance, either retroactively or prospectively and
either  for  a  specified  period  of  time  or indefinitely), and with the same
consent,  the  Company  and the Holders may amend or otherwise modify, extend or
terminate  this Agreement or enter into a supplemental agreement for the purpose
of  adding any one or more provisions to this Agreement.  Neither this Agreement
nor  any provision hereof may be changed, waived, or terminated orally, but only
by  a  signed  statement  in writing.  Any modification, waiver or supplementary
agreement  effected  in  accordance  with this Section 4.1 shall be binding upon
each  Purchaser,  each  future  Holder  of  any  Convertible  Notes or Series II
Preferred  and  the  Company.

   4.2 Assignment of Rights; Right to Enforce Agreement. The rights to which a
Holder is entitled hereunder may be assigned or otherwise transferred only to a
Person who  holds  $1,000,000  aggregate  principal  amount of Convertible
Notes, 1,000 shares  of  Series  II  Preferred or any combination thereof;
provided, however,that  with  respect to each such assignment or other transfer,
the Company shall be given written notice of the transfer, the transferee shall
agree in writing to  be  bound  by  the  provisions  of  this  Agreement, and
such transfer shall otherwise  be effected in accordance with all applicable
securities laws and all other  applicable  agreements,  if  any,  between  the
Company and such Holder.

     4.3  Notices. All notices and ther  communications required or permitted
hereunder  shall  be  in  writing  (or  in  the form of a telecopy (confirmed in
writing)  to  be  given only during the recipient's normal business hours unless
arrangements have otherwise been made to receive such notice by telecopy outside
of  normal  business hours) and shall be mailed by registered or certified mail,
postage  prepaid,  or  otherwise  delivered  by hand, messenger, or telecopy (as
provided  above)  addressed  (a)  if  to  any Purchaser, at the address for such
Purchaser  set  forth  on the signature pages hereto or at such other address as
such  Purchaser  shall  have  furnished to the Company in writing, (b) if to any
Holder,  at  the  address  for such Holder in the records of the Company or such
other  address as such Holder shall have furnished to the Company in writing, or
(c)  if  to  the  Company,  to 3350 N.W. 2nd Avenue, Boca Raton, Florida  33431,
addressed  to the attention of the Corporate Secretary (or at such other address
as  the  Company shall have furnished in writing to the Purchasers and Holders).

    4.4  Descriptive Headings. The descriptive headings  herein have  been
inserted  for  convenience  only  and  shall not be deemed to limit or otherwise
affect  the  construction  of  any  provisions  hereof.

    4.5  Governing Law. This Agreement shall  be  governed by and interpreted
under  the laws of the State of New York as applied to agreements among New York
residents,  made  and  to  be  performed  entirely within the State of New York.

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

    4.7  Counterparts. This Agreement  may  be  executed  in  one  or  more
counterparts,  each  of which shall for all purposes be deemed to be an original
and  all  of  which  shall constitute the same instrument, but only one of which
need  be  produced.

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

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

    4.10  Successors and Assigns. Except as otherwise expressly provided in this
Agreement,  this  Agreement  shall  benefit  and  bind the successors, permitted
assigns,  heirs,  executors and administrators of the parties to this Agreement.

    4.11  Entire Agreement.  This  Agreement  constitutes  the  full  and entire
understanding  and agreement among the parties with regard to the subject matter
of  this  Agreement, and supersedes all prior understandings and agreements with
respect  to  such  subject  matters.

     4.12  Separability; Severability. Unless expressly provided  in  this
Agreement,  the  rights  of each Holder under this Agreement are several rights,
not  rights  jointly  held with any other Holder.  Any invalidity, illegality or
limitation  on  the  enforceability of this Agreement with respect to any Holder
shall not affect the validity, legality or enforceability of this Agreement with
respect  to  the other Holder.  If any provision of this Agreement is judicially
determined  to  be invalid, illegal or unenforceable, the validity, legality and
enforceability  of  the  remaining provisions shall not be affected or impaired.

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


COMPANY:     MERIDIAN  USA  HOLDINGS,  INC.,
             a  Florida  corporation


By:            /s/  Mark  Streisfeld
             -----------------------
             Name:       Mark  Streisfeld
             Title:  President

PURCHASERS:     U.S.  BANCORP  INVESTMENTS,  INC.


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

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