MERIDIAN USA HOLDINGS, INC.

                          SECURITIES PURCHASE AGREEMENT
                                  JUNE 16, 2000


                           MERIDIAN USA HOLDINGS, INC.
                          SECURITIES PURCHASE AGREEMENT

     This Securities Purchase Agreement (the "Agreement") is made as of June 16,
2000,  by  and  among  Meridian  USA  Holdings, Inc., a Florida corporation (the
"Corporation",  and  together  with  its  Subsidiaries  (as  defined below), the
"Company"), and each of the persons identified as a "Purchaser" on the signature
pages  hereto  (each  such  person,  a  "Purchaser,"  and  collectively,  the
"Purchasers").

                                    SECTION 1

                   AUTHORIZATION AND SALE OF CONVERTIBLE NOTES

     1.1  Authorization.  The  Corporation  has authorized the issuance of up
to  $8,000,000  aggregate  principal  amount  of  the  Corporation's  Series  A
Convertible  Notes  (the "Notes"), having the rights and privileges set forth in
the  form  of  Note  attached  hereto  as  Exhibit  A.

    1.2  Sale  of Convertible Notes. Subject to the terms and conditions hereof,
each  of  the Purchasers, severally and not jointly, agrees to purchase from the
Corporation,  and  the  Corporation  agrees to issue and sell to each Purchaser,
Notes in the aggregate principal amount set forth under each Purchaser's name on
the  signature  pages  hereto,  at  a  purchase price of $1,000.00 per $1,000.00
principal  amount,  for  an  aggregate  purchase  price  of  $8,000,000.00.

                                    SECTION 2

                             CLOSING DATE; DELIVERY

     2.1  Closing  Date.  The  closing  of the purchase and sale of the Notes
hereunder  (the  "Closing") shall be held at the offices of Sidley & Austin, 555
West  Fifth Street, 40th Floor, Los Angeles, California  90013 on June 16, 2000,
or at such other time and place as may be agreed upon by the Corporation and the
Purchasers  who  have subscribed for a majority of the Notes.  The date on which
the  Closing  actually  occurs is hereinafter referred to as the "Closing Date".

     2.2  Delivery.  At the Closing, the  Corporation  shall  deliver  to  each
Purchaser  a  certificate  or certificates, registered in such Purchaser's name,
representing  the  aggregate  principal  amount  of  Notes  set forth under such
Purchaser's  name on the signature pages hereto, against payment of the purchase
price  therefor  by check payable to the Corporation or by wire transfer per the
Corporation's  instructions.

                                    SECTION 3

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except  as  set  forth  on  the  Schedule  of Exceptions attached hereto as
Exhibit  B  (the  "Schedule  of  Exceptions"),  the  Corporation  represents and
warrants  to  each  Purchaser  as  follows:

     3.1  Organization and Standing; Certificate and Bylaws.  The Corporation
and  each  of its Subsidiaries is a corporation duly organized, validly existing
and  in  good  standing under the laws of the State of Florida.  The Corporation
and  each of its Subsidiaries has all requisite corporate power and authority to
own  and  operate  its  properties  and  assets  and to carry on its business as
presently  conducted  and as proposed to be conducted.  The Corporation and each
of its Subsidiaries is qualified to do business as a foreign corporation in each
jurisdiction  where  failure  to  be  so qualified would have a material adverse
effect  on  the  Company's business as presently conducted and as proposed to be
conducted.  The Company has furnished to the Purchasers' legal counsel copies of
the Articles of Incorporation of the Corporation (the "Certificate") and each of
its subsidiaries, in each case as amended through the date hereof and the Bylaws
of  the  Corporation  (the "Bylaws") and each of its subsidiaries.  These copies
are  true,  correct  and  complete  and  give  effect  to all amendments to such
documents  through  the  date  hereof.

     3.2 Corporate Power.  The Corporation has all requisite corporate power and
authority  to  execute  and  deliver this Agreement, the Notes, the Registration
Rights  Agreement,  the  Securityholders  Agreement  and  the  Investor  Rights
Agreement  (each  as  defined  in  Section 5.5 hereof) (collectively, the "Other
Agreements"),  to  adopt  the  Certificate  of  Designation in the form attached
hereto as Exhibit C (the "Series II Designation") of the Corporation's Series II
Convertible  Preferred  Stock,  par  value  $.01  per  share  (the  "Series  II
Preferred")  to  issue  and  sell  the  Notes  hereunder, to issue the Series II
Preferred  issuable  upon  conversion  of  the  Notes, to issue the Common Stock
issuable  upon  conversion  of the Series II Preferred (the "Conversion Stock"),
and  to  carry  out and perform the Corporation's obligations under the terms of
this  Agreement  and  the  Other  Agreements.

      3.3  Subsidiaries. The Schedule of Exceptions set forth a list, as of the
date  hereof, of all direct or indirect entities in which the Corporation has an
equity  interest  (the  "Subsidiaries").  Except as set forth in the Schedule of
Exceptions,  the  Corporation  owns,  either  directly or indirectly, all of the
outstanding  capital stock of the Subsidiaries free and clear of any claim, lien
or  encumbrance.  All  of  the issued and outstanding shares of capital stock of
the  Subsidiaries  are validly issued, fully paid and non-assessable.  Except as
set  forth  in  the  Schedule of Exceptions, there are outstanding no securities
convertible  into,  exchangeable  for,  or carrying the right to acquire, equity
securities  of  any  of  the  Subsidiaries, or subscriptions, warrants, options,
rights  or  other arrangements or commitments obligating any Subsidiary to issue
or  acquire  any  of  its  equity  securities or any ownership interest therein.

     3.4  Capitalization. The authorized capital  stock  of  the  Corporation
consists  of  the  following:

     (a)     20,000,000  shares of Common Stock, $0.001 par value per share (the
"Common  Stock"),  6,191,399  of which are issued and outstanding as of the date
hereof.

     (b)  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
hereof);  and  8,500 of which as of the Closing will have been designated Series
II  Preferred  (none  of  which shall be issued and outstanding at the Closing).
The  Series II Preferred, when issued upon conversion of the Notes in accordance
with  the  terms  thereof  will be validly issued, fully paid and non-assessable
shares  of  Series  II  Preferred  with  no  personal liability attaching to the
ownership  thereof  and  will  be  free  and  clear  of  all  liens,  charges,
restrictions,  claims  and  encumbrances  imposed  by or through the Corporation
except  as  set  forth  in  the Certificate, the Bylaws, the Registration Rights
Agreement  and  the  Securityholders  Agreement.  The Conversion Shares, when so
issued,  will  be validly issued, fully paid and non-assessable shares of Common
Stock  with no personal liability attaching to the ownership thereof and will be
free  and  clear  of  all  liens, charges, restrictions, claims and encumbrances
imposed  by  or  through the Corporation except as set forth in the Certificate,
the Bylaws, the Registration Rights Agreement and the Securityholders Agreement.
The  issuance,  sale  or delivery of the Notes, the Series II Preferred Stock or
the  Conversion Shares is not subject to any preemptive right of stockholders of
the  Corporation or to any right of first refusal or other right in favor of any
person.

     (c)     The  Schedule  of  Exceptions  sets  forth  a  list, as of the date
hereof,  of  all  holders  of  subscriptions,  warrants,  options,  convertible
securities,  and other rights (contingent or otherwise) to purchase or otherwise
acquire  (directly  or  indirectly)  equity  securities  of the Corporation (the
"Other  Securities"),  along  with  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  Corporation  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.  Each of the Series I
Preferred,  and  Series  II  Preferred  as  of the Closing will have the rights,
preferences,  privileges  and  restrictions  set  forth  in the Certificate, the
Certificate  of  Designation  of  Series  I  Preferred  Stock  (the  "Series  I
Designation"),  and  the  Series  II  Designation.

     (d)     The  Corporation  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 3.4, (ii) for the rights
granted  in  this Agreement, the Notes, the Series II Preferred and in the Other
Agreements,  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 Corporation is a party or by which the Corporation is bound,
with  respect  to the purchase or other acquisition of any of the authorized but
unissued capital stock of the Corporation.  All of the outstanding securities of
the  Corporation were issued in compliance with all applicable Federal and state
securities  laws.

     3.5  Authorization;  No Breach.  The execution, delivery and performance
of this Agreement, the Notes and the Other Agreements by the Corporation and the
consummation  by  the  Corporation  of  all  transactions contemplated hereby or
thereby,  including  but  not  limited to the offering, issuance and sale of the
Notes  pursuant  to  this  Agreement,  have been duly authorized by all required
corporate  actions  of  the  Corporation  and  its stockholders.  This Agreement
constitutes,  and  this  Agreement, the Notes and the Other Agreements as of the
Closing  will  constitute,  valid  and  binding  obligations of the Corporation,
enforceable  against  the Corporation in accordance with their respective terms,
except  (i)  as  limited  by  applicable bankruptcy, insolvency, reorganization,
moratorium  and  other  laws  of  general  application  affecting enforcement of
creditors'  rights  generally,  (ii)  as  limited  by  laws  relating  to  the
availability  of  specific  performance,  injunctive  relief, or other equitable
remedies,  or  (iii)  to  the  extent  the  indemnification  provisions  in  the
Registration  Rights  Agreement  may  be  limited by applicable federal or state
securities  laws.  The  execution  and  delivery  by  the  Corporation  of  this
Agreement,  the  Notes  and  the  Other  Agreements, and the consummation by the
Corporation  of  the transactions contemplated hereby and thereby, including but
not  limited  to  the  offering, issuance and sale of the Notes pursuant to this
Agreement,  do  not  and will not (with or without due notice, lapse of time, or
both) (i) conflict with or result in a breach of any of the terms, conditions or
provisions  of, (ii) constitute a default under, (iii) result in the creation of
any  lien,  security  interest,  charge or encumbrance upon the capital stock or
assets  of the Corporation or any of its Subsidiaries pursuant to, (iv) give any
third party the right to accelerate any obligation under, or terminate any right
of  the  Company  under,  (v)  result  in  a  violation  of, or (vi) require any
authorization,  consent,  qualification,  approval,  exemption,  filing or other
action  by  or notice to any court or administrative or governmental body or any
other  person  or entity (other than (A) the filing of the Series II Designation
with  the Secretary of State of the State of Florida and (B) filings pursuant to
Section  25102.1(d)  of  the  California  Corporate  Securities  Law of 1968, as
amended,  and  the  rules thereunder, other applicable state securities laws and
Regulation  D  of the Securities Act) pursuant to, any of (x) the Certificate or
Bylaws  of  the Corporation, (y) any law, statute, rule, regulation, instrument,
order,  judgment  or  decree  to  which the Company, or any of its properties is
subject,  or  (z)  any  contract,  evidence  of  indebtedness,  permit, license,
agreement  or  instrument to which the Company is a party or to which any of the
Company's  properties  is  subject.

     3.6  Financial Information.  Attached hereto as Exhibit D are the Company's
(i) unaudited consolidated balance sheet (the "Balance Sheet") at March 31, 2000
(the  "Balance  Sheet Date") and unaudited consolidated statement of operations,
statement  of  stockholders'  equity  and  statement  of cashflows, each for the
period  from  December 31, 1999 to the Balance Sheet Date (collectively with the
Balance  Sheet,  the  "Unaudited  Financial  Statements"),  and  (ii)  audited
consolidated  balance  sheet  as  of  December 31, 1999 and 1998 and the audited
consolidated  statement  of  operations,  statement  of stockholders' equity and
statement  of  cashflows  for the twelve-month periods then ended, including the
footnotes  thereto  (the  "Annual  Financial  Statement"  and  together with the
Unaudited  Financial  Statements,  the  "Financial  Statements").  The Financial
Statements  (a) are in accordance with the books and records of the Company, (b)
present  fairly  the financial condition and operating results of the Company at
the specified dates and for the periods then ended as indicated therein, and (c)
were  prepared  in  accordance  with  generally  accepted  accounting principles
("GAAP"),  consistently  applied  subject  to year-end audit adjustments and the
absence  of  footnotes in the case of the unaudited statements.  The Corporation
and  each  of the Subsidiaries has maintained their respective books and records
in  a  manner  sufficient  to  permit the preparation of financial statements in
accordance  with  GAAP,  such  books and records fairly reflect, in all material
respects,  the  income,  expenses, assets and liabilities of the Corporation and
each  of the Subsidiaries and the books and records provided a fair and accurate
basis  for the preparation of the Financial Statements.  The financial condition
and  results  of operations of each Subsidiary are, and for all periods referred
to  in  this  Section 3.6 have been, consolidated with those of the Corporation.

     3.7  Absence of Certain Changes. Since December 31, 1999 there has not been
any  event  or  condition  of  any character that has had, or is likely to have,
individually  or  together  with any other such events or conditions, a material
adverse  effect  on  the Company's business, operations, prospects, liabilities,
capitalization  or  financial  condition or the Company's ability to perform its
obligations  under  this  Agreement,  the  Notes or the Other Agreements (herein
generically  referred  to as a "Material Adverse Effect").  Without limiting the
generality  of  the  foregoing:

     (a) The  Company  is  not  subject  to  any  liability  determined  in
accordance  with  GAAP  (whether  secured  or  unsecured  and  whether  accrued,
absolute,  contingent,  direct, indirect or otherwise) that is not shown or that
is  in  excess  of the amounts shown or reserved for in the Balance Sheet, other
than  liabilities of the same nature as those set forth in the Balance Sheet and
the notes thereto and which are not material in amount and have been incurred in
the  ordinary  course  of  business  after  the  Balance  Sheet  Date;

     (b)  There has been no damage, destruction or loss of any of the properties
or  assets  of  the Company (whether or not covered by insurance) materially and
adversely  affecting  the  properties  or  business  of  the  Company;

     (c)  The Company has not  declared,  set aside, paid or otherwise made any
distribution  in  respect  of  any  of the Company's capital stock, or redeemed,
purchased  or  otherwise  acquired  any  of  such  stock;

    (d)  Except for the leases  encumbering the equipment and furniture of the
Company  as listed on the Schedule of Exceptions, the Company has not granted or
made  any mortgage, pledge, security interest or lien with respect to any of the
Company'  material  properties  or assets, except liens for taxes not yet due or
payable;

     (e)  There  has  been  no  increase  in  the  salary,  wages  or  other
compensation  of  any  officer,  employee  or  consultant of the Company, or any
establishment or modification of salary ranges, guidelines or similar provisions
in  respect  of  any benefit plan, employment-related contract or other employee
compensation  arrangement;

     (f)  There has been no material  change  in  (x) any pricing, accounting,
financial  reporting,  inventory, credit, allowance or tax practice or policy of
the Company, or (y) any method of calculating any bad debt, contingency or other
reserve  of  the Company for accounting, financial reporting or tax purposes, or
any  change  in  the  fiscal  year  of  the  Company;

    (g)  Any write-off or write-down of or any determination to write off or
write  down  any  of  the  assets  of  the  Company;

    (h)  Any acquisition or disposition of, or incurrence  of  a  lien  or
encumbrance  on, any assets of the Company, other than in the ordinary course of
business  consistent  with  past  practice;

    (i) Any capital expenditures or commitments for additions to property, plant
or  equipment  of the Company constituting capital assets in an aggregate amount
exceeding  $100,000;

    (j)  Any transaction by the Company with any officer, director, or affiliate
(other than any Subsidiary) other than pursuant to any contract in effect on the
date  of the Audited Financial Statements and disclosed pursuant to the Schedule
of  Exceptions;  or

     (k)  Any entering into of a contract, agreement or understanding to do or
engage  in  any  of  the  foregoing.

     3.8  Material  Contracts  and  Other  Commitments.

     (a)  The  Schedule  of  Exceptions  sets  forth  a  list, as of the date
hereof,  of:

     (i)  any contract for the purchase or sale of goods or services that
involved  the  payment  of  more  than $25,000 in 1999, and any contract for the
purchase  or  sale  of goods or services that the Company reasonably anticipates
will  involve  the  payment  of more than $25,000 in 2000 or that extends beyond
December  31,  2000  and cannot be terminated by the Company on not more than 60
days'  notice  and  without  cost  or  liability  to  the  Company;

    (ii) any contract for the purchase, licensing or development of Intellectual
Property  (as  defined  below);

     (iii)  any guarantee of  the obligations of customers, officers, directors,
employees,  affiliates  or  others;

    (iv)  any agreement that  provides for, or relates to, the incurring by the
Company  of  debt  for  borrowed  money;

    (v) any contract not made in the ordinary course of the Company's business
as  previously  conducted;

    (vi) any contracts providing for a commitment of employment or consultation
services for a specified or unspecified term or otherwise relating to employment
or  the  termination of employment, or any written or unwritten representations,
commitments,  promises,  communications  or  courses  of  conduct  involving  an
obligation  of  the  Company  to  make  payments  in  any  year, to any employee
exceeding $25,000 or any group of employees exceeding $100,000 in the aggregate;

     (vii)  any contracts containing any  pro-vision or covenant prohibiting or
limiting  the  ability  of  the  Company  to  engage in any business activity or
compete  with  any  person  or  entity;

     (viii)  any partnership, joint venture,  shareholders'  or  other  similar
contracts;

     (ix)  any contracts with distributors, dealers,  manufacturer's
representatives,  sales  agencies  or  franchisees;

     (x)  any contracts relating to (A) the future disposition or acquisition of
any  assets,  other  than dispositions or acquisitions in the ordinary course of
business  consistent  with  past  practice, and (B) any merger or other business
combination;  or

     (xi)  any other contract, commitment, understanding or instrument that is
material  to  the  Company.

     (b)  Except  as  set  forth  in  the  Schedule of Exceptions, all of the
Commitments  referred  to  in  the  preceding  paragraph  (a)  and listed in the
Schedule  of  Exceptions  are  valid,  binding,  in  full  force  and effect and
enforceable  in  accordance  with  their  terms  against the Company, and to the
knowledge  of  the  Company,  against  the  respective  counterparties  to  such
Commitments.  Complete  copies  (or,  if oral, full written descriptions) of all
Commitments  required  to  be  so  listed, including all amendments thereto, and
complete  copies  of  all  standard  form Commitments used in the conduct of the
Company's business, have been made available to Purchasers.  Except as set forth
in  the Schedule of Exceptions, (i) there is no breach, violation or default and
no event which, with notice or lapse of time or both, would constitute a breach,
violation  or  default,  or  give  rise  to  any lien or encumbrance or right of
termination,  modification,  cancellation,  prepayment,  suspension, limitation,
revocation  or  acceleration  under,  any  Commitment  listed in the Schedule of
Exceptions,  except  for  breaches,  violations  and  defaults,  or  lien  or
encumbrances  or  rights of termination, modification, cancellation, prepayment,
suspension, limitation, revocation or acceleration which, individually or in the
aggregate,  are  not material and (ii) neither the Company nor, to the knowledge
of the Company, any other party to any of the Commitments listed in the Schedule
of  Exceptions  is  in  material  arrears  in  respect  of  the  performance  or
satisfaction  of  the  terms  and  conditions  on  its  part  to be performed or
satisfied  under  any  of  such  Commitments  and no material waiver or material
indulgence  has  been  granted  by  any  of  the  parties  thereto.

     3.9  Stockholders,  Directors and Officers; Certain Transactions. Except
for  those transactions listed on the Schedule of Exceptions, the Company is not
indebted  to, has not guaranteed the indebtedness of, and has not engaged in any
business  transaction  with  (either  directly  or indirectly), any stockholder,
officer  or  director, or to any of their respective spouses or children, of any
amount  whatsoever, other than as provided in such person's employment agreement
with  the  Company,  if  any,  and  other than any travel, relocation, and other
expenses  that  are  advanced and reimbursed in the ordinary course of business.
No  officer,  director  or  stockholder  of  the  Company (nor any person in the
immediate  family  of  any  such  officer,  director  or  stockholder)  nor  any
significant  employee  of the Company (nor any person in the immediate family of
any such significant employee) is indebted to the Company or to the knowledge of
the  Company  has any material direct or indirect ownership interest in any firm
with  which  the  Company  is  affiliated, with which the Company has a business
relationship that is material to the Company or with which the Company competes.

    3.10  Litigation, etc. There is no action, suit, proceeding or investigation
pending  or,  to the Company's knowledge, threatened to which the Company or any
of  its  directors  or  officers, as such, is a party except as disclosed on the
Schedule  of  Exceptions,  none  of  which  is likely to have a Material Adverse
Effect,  result  in  a  material  adverse  change  in  the business, operations,
prospects,  liabilities, capitalization or financial condition of the Company or
that  questions  the  validity  as  against the Company of this Agreement or the
Other Agreements or any action taken by the Company or to be taken in connection
herewith  or  therewith.

     3.11  Title to Properties; Liens and Encumbrances. The Company has good and
marketable  title to its properties and assets and, with respect to the property
and  assets  leased  by the Company, holds valid leasehold interests therein, in
each  case  subject to no mortgage, pledge, lien, security interest, conditional
sale  agreement,  encumbrance  or  charge, except (a) tax, materialmen's or like
liens for obligations not yet due or payable or being contested in good faith by
appropriate  proceedings,  as  set  forth  on the Schedule of Exceptions, or (b)
liens  or  encumbrances  that do not individually or in the aggregate materially
impair  the  Company's  use  thereof or materially detract from the value of the
Company  and  that  have  arisen  in  the  ordinary  course of business.  To the
Company's  knowledge,  there  exists no default or other occurrence or condition
that  could  result  in  termination  of  any of the leases under which material
properties  and  assets  are  leased  by  the  Company.

      3.12  Intellectual  Property.

     (a)  Each  item  of  Company Intellectual Property (as defined below) is
set  forth  on  the  Schedule  of  Exceptions.

      (b)  Except as set forth  on  the Schedule of Exceptions: (i) each item of
Company  Intellectual Property will be owned or available for use by the Company
on  identical terms and conditions immediately subsequent to the Closing as they
were  by  the  Company  immediately  prior  to  the Closing; (ii) all registered
patents,  trademarks,  service  marks  and  copyrights listed on the Schedule of
Exceptions  are  valid  and  subsisting and in full force and effect and are not
subject  to  any  taxes  or  other fees except for annual filing and maintenance
fees;  (iii)  there  has  been  no  notice,  claim or assertion that any item of
Company  Intellectual  Property  is  invalid,  and there are no facts that would
cause  a  reasonable  person  to  conclude that any item of Company Intellectual
Property  is  invalid;  (iv) the Company has the right to use all of the Company
Intellectual Property in all jurisdictions in which its business is conducted or
proposed  to be conducted, and the consummation of the transactions contemplated
hereby  will  not  alter or impair any such rights; (v) the Company Intellectual
Property  is  all the Intellectual Property that is necessary for the Company to
own  or  license to carry on its business as presently conducted and as proposed
to  be  conducted;  and  (vi)  the Company has taken all necessary and desirable
action  to  maintain  and  protect  each  item of Company Intellectual Property.

     (c)  Other than as set forth on the Schedule of Exceptions, the Company has
not  interfered  with,  infringed  upon,  misappropriated or otherwise come into
conflict with any Intellectual Property rights of third parties, and the Company
has  not  received  any  charge, complaint, claim, demand or notice alleging any
such  interference,  infringement,  misappropriation or violation (including any
claim  that  the  Company  must  license  or refrain from using any Intellectual
Property rights of any third party).  Other than as set forth on the Schedule of
Exceptions,  no third party has interfered with, infringed upon, misappropriated
or  otherwise  come  into  conflict  with  any  Company  Intellectual  Property.

      (d)  With respect to each item of Company Intellectual Property, except as
set  forth  on  the Schedule of Exceptions: (i) the Company possesses all right,
title  and  interest  in  and  to  the  item,  free  and  clear  of  any lien or
encumbrance,  license  or other restriction; (ii) the item is not subject to any
outstanding  order, decree, ruling or charge; (iii) no action, suit, proceeding,
hearing, investigation, charge, complaint, claim or demand is pending or, to the
Company's  knowledge,  threatened,  which  challenges  the  legality,  validity,
enforceability,  use or ownership of the item; (iv) the Company has never agreed
to  indemnify  any  person  for  or  against  any  interference,  infringement,
misappropriation  or  other conflict with respect to the item; (v) each license,
sublicense,  agreement or permission covering the item is, and immediately after
the  Closing  will  be, legal, valid, binding, enforceable and in full force and
effect;  (vi) no party to any license, sublicense, agreement or permission is in
breach  or default, and no event has occurred which with notice or lapse of time
would  constitute  a  breach  or  default or permit termination, modification or
acceleration thereunder; (vii) no party to any license, sublicense, agreement or
permission  has  repudiated  any  provision  thereof; (viii) with respect to any
sublicense,  the  representations  and  warranties  set forth in subsections (i)
through (vii) above are true and correct with respect to the underlying license;
(ix)  with  respect  to  each  license, sublicense, agreement or permission, the
underlying  item  of  Company  Intellectual  Property  is  not  subject  to  any
outstanding  injunction,  judgment,  order,  decree,  ruling or charge; (x) with
respect  to  each license, sublicense, agreement or permission, no action, suit,
proceeding,  hearing,  investigation,  charge,  complaint,  claim  or  demand is
pending  or  is  threatened  which  challenges  the  legality,  validity  or
enforceability of the underlying item of Company Intellectual Property; and (xi)
with  respect  to  each  license,  sublicense,  agreement  or  permission,  the
Stockholders  have  not  granted any sublicense or similar right with respect to
the  license,  sublicense,  agreement  or  permission.

      (e)  To the Company's knowledge, there are  no new products, inventions,
procedures  or methods of processing that any competitors or other third parties
have  developed  or  marketed which reasonably could be expected to supercede or
make  obsolete  any  product  or  process  of  the  Company.

    (f) The continued operation of the Company's business as presently conducted
and  as  presently  proposed  to  be conducted will not interfere with, infringe
upon,  misappropriate,  or  otherwise  come into conflict with, any Intellectual
Property  rights  of  third  parties.

      (g)  None of the Company's  employees (x) are obligated under any contract
(including licenses, covenants or commitments of any nature) or other agreement,
or  (y)  are  subject  to  any  judgment,  decree  or  order  of  any  court  or
administrative agency, that would interfere with the use of such employee's best
efforts  to  promote  the  interests  of  the  Company's  business  as presently
conducted  or  proposed  to  be  conducted.

      (h)  The Company's business, as  currently conducted and as proposed to be
conducted,  does  not  and will not need to utilize any inventions of any of its
employees,  former  employees,  directors,  shareholders or persons it currently
intends  to  hire,  the  rights  to  which  have  not been fully assigned to the
Company.

      (i)     As  used  herein:

     "Intellectual  Property"  shall mean (A) all inventions (whether patentable
or  unpatentable  and  whether  or  not  reduced  to practice), all improvements
thereon,  and  all patents, patent applications and patent disclosures, together
with  all  reissuances,  continuations,  continuations-in  part,  revisions,
extensions  and reexaminations thereof, (B) all trademarks, service marks, trade
dress,  logos,  trade names, domain names and corporate names, together with all
translations,  adaptations,  derivations  and combinations thereof and including
all  goodwill  associated  therewith,  and  all  applications, registrations and
renewals  in  connection  therewith, (C) all copyrightable works, all copyrights
and  all  applications,  registrations and renewals in connection therewith, (D)
all  mask  works  and all applications, registrations and renewals in connection
therewith,  (E)  all  trade  secrets  and  confidential  business  information
(including  ideas,  research  and development, know-how, formulas, compositions,
manufacturing  and  production  processes  and  techniques, methods, schematics,
technology,  technical  data,  designs,  drawings,  flowcharts,  block diagrams,
specifications,  customer  and  supplier lists, pricing and cost information and
business  and  marketing  plans  and  proposals),  (F)  all  computer  software
(including  data  and related documentation) other than commercial off-the-shelf
software  (including,  without  limitation,  any  software  licensed  under  a
"shrink-wrap," "click-through," "break-the-seal" or other agreement or purported
agreement  not  signed by the parties thereto, (G) all other proprietary rights,
(H)  all  copies  and tangible embodiments of the foregoing (in whatever form or
medium)  and  (I)  all  licenses or agreements in connection with the foregoing.
"Company  Intellectual  Property"  shall  mean all Intellectual Property that is
material  to  the  operation  of  the  Business.

     3.13  Employee  Violations;  Proprietary  Information Agreement.  To the
best  of  the Company's knowledge, no employee of the Company is in violation of
any  term  of  any  employment  contract,  disclosure  agreement  or  any  other
agreement,  order  or  decree relating to the relationship of such employee with
the  Company  or any other party because of the nature of the business conducted
or to be conducted by the Company.  To the best of the Company's knowledge, none
of  its  employees has any obligation under any agreement, judgment or otherwise
that  would  interfere  with such employee exercising his or her best efforts to
promote  the  interests of the Company or that would conflict with the Company's
business  as  currently  proposed.

      3.14  Taxes.  Other than as set forth  on the Schedule of Exceptions, the
Company  has  not  requested  any  extensions and has timely filed and as of the
Closing  will  have  filed all tax returns required to be filed with appropriate
federal,  state,  county  and  local governmental agencies or instrumentalities.
The  Company  has  paid  or  established  adequate  reserves  on  the  Financial
Statements  for all income, franchise and other taxes, assessments, governmental
charges,  penalties,  interest  due  and  payable  by  the Company.  There is no
pending  dispute  with any taxing authority relating to any of the Company's tax
returns,  and the Company has no knowledge of any proposed liability for any tax
to  be  imposed  upon the properties or assets of the Company for which there is
not  an  adequate  reserve  reflected  on  the  Balance  Sheet.

     3.15  Compliance with Other Instruments. The Company is not in violation of
(i)  any  provision of the Corporation's Certificate or Bylaws, (ii) any term or
provision  of  any  material  agreement  or commitment to which the Company is a
party,  nor  (iii)  in  any  material  respect  of  any  order, statute, rule or
regulation  applicable  to  the  Company,  including  without  limitation  any
applicable  statute,  law,  or  regulation  relating  to  the  environment  or
occupational  health  and  safety.

     3.16 Brokers or Finders.  The Company has not incurred, and will not incur,
directly  or  indirectly,  as  a  result of any agreement entered into or action
taken  by  the  Company, any liability for brokerage or finders' fees or agents'
commissions or any similar charges in connection with this Agreement, other than
to  U.S. Bancorp Libra, a division of U.S. Bancorp Investments, Inc. pursuant to
the  engagement  agreement  dated  as  of  May  2,  2000.

     3.17  Minute Books.  The minute books and stock record books of the Company
provided  to  counsel  for  the  Purchasers contain, in all material respects, a
complete and accurate summary of all meetings and actions taken by the Company's
Board  and  its  stockholders.

     3.18  Indebtedness.  Each outstanding loan to  the Company and outstanding
indebtedness  of  the Company to any person in excess of $25,000 is set forth on
the Schedule of Exceptions (or in the case of affiliated parties in any amount),
together  with  the name of the creditor, all amounts owing, including principal
and  interest,  and  when  such  indebtedness  is due and payable.  For purposes
hereof,  "indebtedness"  includes  all  obligations (i) for borrowed money, (ii)
evidenced  by  notes,  bonds,  debentures  or similar instruments, (iii) for the
deferred  purchase  price  of  goods  or  services (other than trade payables or
accruals incurred in the ordinary course of business), (iv) under capital leases
or  (v)  in the nature of guarantees of the obligations described in clauses (i)
through  (iv) above.  The Company is not in default of any of its obligations to
such  creditors.

     3.19  Stockholder Agreements.  Except as required  by  this Agreement, the
Notes, the Other Agreements or as set forth in the Schedule of Exceptions, there
is  no  agreement  or  arrangement  between  the  Corporation  and  any  of  the
Corporation's  stockholders,  or  to  the  best  of the Corporation's knowledge,
between or among any of the Corporation's stockholders, that grant to any person
any special rights with respect to any shares of the Corporation's capital stock
or  that in any way affect any stockholder's ability or right freely to alienate
or  vote  such  shares.

     3.20  Offering.  Subject to the truth  and  accuracy  of  each Purchaser's
representations  in  Section 4 hereof, the offer, issuance and sale of the Notes
are exempt from the registration requirements of Section 5 of the Securities Act
of  1933,  as  amended  (the  "Securities Act"), and applicable state securities
laws.

     3.21  Use or Proceeds. The Company shall use the proceeds from the sale of
the  Notes,  for  marketing,  product  development,  working  capital  and other
corporate  uses.

     3.22  Ownership of Securities. Upon issuance and delivery of the Notes (and
upon  issuance  and  delivery  of the Series II Preferred upon conversion of the
Notes  in accordance with the terms thereof and the issuance and delivery of the
Conversion  Stock  upon conversion of the Series II Preferred in accordance with
the terms thereof) to each Purchaser pursuant to this Agreement in consideration
of  the  Purchasers' payments therefor, the Notes, shares of Series II Preferred
and  Conversion  Stock  will  be  duly  and  validly  issued,  fully  paid  and
nonassessable,  free and clear of any lien, charge or encumbrance other than (a)
restrictions  on transfer under federal or state securities laws or as set forth
herein  and  in the Other Agreements, and (b) any liens, charges or encumbrances
created  by  the  Purchaser  holding  such  shares.

      3.23  Registration Rights.  Upon the Closing,  except  as set forth in the
Registration  Rights  Agreement,  the  Company will not be under any contractual
obligation  to  register,  sell or otherwise transfer or cause the registration,
sale  or other transfer any of the Company's securities then outstanding or that
thereafter  may  be  issued.

     3.24     Disclosure.

     (a)  None  of the representations or warranties of the Company contained
in  this  Agreement or any of the Other Agreements is false or misleading in any
material  respect  or  omits  to  state  a  material  fact necessary to make the
statements  contained  herein or therein not misleading in any material respect,
nor  is  there  any fact known to the Company that has not been disclosed to the
Purchasers  that  would  make  such statements misleading or that would indicate
that  a  material  adverse  effect  is  reasonably  possible.

    (b)  All forms, reports and documents filed with the Securities and Exchange
Commission (the "Commission"), by the Corporation, did not at the time they were
filed  contain  any  untrue  statement  of  a  material  fact or omit to state a
material  fact  required  to be stated therein or necessary in order to make the
statements  made  therein,  in  light of the circumstances under which they were
made,  not  misleading.

     3.25  Products.  Except  as  set  forth  on  the Schedule of Exceptions,
there  are  no  statements,  citations  or  decisions  by  any  governmental  or
regulatory  authority  stating  that  any product or service manufactured, sold,
designed,  distributed  or  marketed  at any time by the Company ("Products") is
defective  or  unsafe  or  fails  to  meet  any  standards  promulgated  by  any
governmental  authority,  except  as  would  not have a Material Adverse Effect.
Except as set forth on the Schedule of Exceptions, there is no (i) fact relating
to any Product that, may impose upon the Company a duty to recall a Product or a
duty to warn customers of a defect in any Product, (ii) material latent or overt
design, manufacturing or other defect in any Product or (iii) material liability
for  warranty  claims  or  returns  with  respect  to  any  Product.

     3.26  Insurance.  All of the material assets of the Company and all aspects
of  its  business  that are of insurable character are covered by insurance with
reputable  insurers  against  risks  of  liability,  casualty and fire and other
losses  and liabilities as set forth on the Schedule of Exceptions.  The Company
is  not  in default with respect to its obligations under any material insurance
policy  maintained  by  it.  The Schedule of Exceptions sets forth a list of all
insurance  coverage carried by the Company, the carrier and the terms and amount
of  coverage,  the  period which such policy has been in effect and will expire,
and  whether it is a "claims made" or an "occurrence" policy.  All such policies
and  other  instruments  are in full force and effect and all premiums due on or
before the date hereof with respect thereto have been paid.  The Company has not
failed  to  give any notice or present any claim under any such insurance policy
in  due and timely fashion or as required by any of such insurance policies, and
the  Company  has  not  otherwise,  through any act, omission or non-disclosure,
jeopardized  or  impaired  full  recovery  of any claim under such policies, and
there  are  no  claims  by  the  Company under any of such policies to which any
insurance  company  is  denying  liability  or  defending under a reservation of
rights or similar clause.  The Company has not received notice of any pending or
threatened  termination  of  any  such policies or any premium increases for the
current  policy period with respect to any of such policies and the consummation
of  the  transactions  contemplated  by  this Agreement, the Notes and the Other
Agreements  will  not  result  in  any  such  termination  or  premium increase.

      3.27  Compliance with Law.  The Company is not in violation of any term of
its  Certificate  or  Bylaws  or  of  the provisions of any mortgage, indenture,
contract,  agreement,  instrument,  judgment,  decree,  order,  statute, rule or
regulation  to  which  it  is  subject  and  a violation of which could create a
material  adverse effect.  The Company has all franchises, permits, licenses and
approvals,  necessary  to  conduct  its  business  as  presently conducted.  The
Company  has no knowledge of or reason to expect any change to any law, statute,
rule  or  regulation  which could adversely affect the ability of the Company to
conduct  its  business  as  presently  conducted or as proposed to be conducted.

     3.28  No Insolvency.  No insolvency proceeding of any character, including
without  limitation  bankruptcy,  receivership,  reorganization,  composition or
arrangement  with  creditors, voluntary or involuntary, affecting the Company or
any  of  its assets or properties is pending or threatened.  The Company has not
taken  any  action  in contemplation of, or that would constitute the basis for,
the  institution  of  any  such  insolvency  proceedings.

     3.29  Substantial  Customers  and Suppliers.  The Schedule of Exceptions
lists  the  ten  (10) largest customers of the Company, on the basis of revenues
for  goods  sold  for  the  most recently-completed fiscal year and the ten (10)
largest  suppliers  of  the Company, on the basis of cost of goods purchased for
the most recently-completed fiscal year.  Except as disclosed in the Schedule of
Exceptions,  no  such  customer or supplier has ceased or materially reduced its
purchases  from, sales to or provision of services to the Company since the date
of  the  Audited  Financial  Statements,  or  to  the  knowledge of Company, has
threatened to cease or materially reduce such purchases, use, sales or provision
of  services  after  the  date hereof.  To the knowledge of the Company, no such
customer  or  supplier  is  threatened  with  bankruptcy  or  insolvency.

                                    SECTION 4

                REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

     Each  Purchaser hereby severally and not jointly represents and warrants to
the  Corporation  with  respect  to  the  purchase  of  the  Notes  as  follows:

     4.1  Information Received.  Such Purchaser has received and reviewed, in
addition  to the Financial Statements, such information as it deemed appropriate
in  connection  with  an investment in the Notes.  Such Purchaser also has had a
full  opportunity  to ask questions and receive answers concerning the terms and
conditions  of  the  offering of the Notes, has had full access to the Company's
officers  and has received such other information concerning the Company as such
Purchaser  has  requested.  The foregoing, however, does not limit or modify the
representations and warranties of the Corporation set forth in Section 3 of this
Agreement  or  the  right  of  each  Purchaser  to  rely  thereon.

     4.2 Accredited Investor. Such Purchaser is an "accredited investor" as such
term  is  defined  in  Rule  501(a)  of  Regulation  D  of  the  Securities Act.

     4.3 Experience. Such Purchaser has substantial experience in evaluating and
investing  in  private placement transactions of securities in companies similar
to  the  Corporation  so that such Purchaser is capable of evaluating the merits
and  risks  of its investment in the Corporation and has the capacity to protect
its  own  interests.

      4.4 Economic Risk. Such Purchaser is able to bear the economic risk of its
investment  in the Notes for an indefinite period of time, including the risk of
a  complete  loss  of  such  Purchaser's  investment  in  such securities.  Such
Purchaser  acknowledges  that  the  Notes  have  not  been  registered under the
Securities  Act  or  registered or qualified under any state securities law and,
therefore,  cannot  be  sold  or  otherwise  transferred  or  disposed of unless
subsequently  registered  under  the  Securities Act and registered or qualified
under  applicable  state  securities  laws  or  unless  an  exemption  from such
registration  or  qualification  is available.  The foregoing does not, however,
limit or modify the representations, warranties, or covenants of the Corporation
set  forth  in this Agreement or any of the Other Agreements or the right to the
Purchasers  to  rely  thereon.

     4.5  Investment. Such Purchaser is  acquiring the Notes, and the shares of
the Series II Preferred and Conversion Stock for investment for such Purchaser's
own  account, not as a nominee or agent, and not with the view to, or for resale
in connection with, any distribution thereof in violation of the Securities Act.
Such  Purchaser  understands  that  the Notes to be purchased have not been, and
will  not  be,  registered  under  the  Securities  Act  by reason of a specific
exemption  from  the  registration  provisions  of  the  Securities  Act,  the
availability  of  which  depends  upon, among other things, the accuracy of such
Purchaser's  representations  as  expressed  herein.

     4.6  Execution, Delivery and Performance.  Such  Purchaser has full right,
power  and  authority  to  execute  and  deliver  this  Agreement  and the Other
Agreements  and  to  perform  its  obligations  hereunder and thereunder.  At or
before  the Closing, such Purchaser shall execute and deliver to the Company the
Other  Agreements,  and  the  Purchaser  acknowledges  and agrees that the Notes
purchased  will  be subject to the terms and provisions of the Other Agreements,
the  Series  II  Designation and the Corporation's Certificate and Bylaws.  This
Agreement is, and each of the Other Agreements when so executed and delivered by
the  Purchaser will constitute, a valid and binding obligation of the Purchaser,
enforceable  against  the  Purchaser  in accordance with such agreement's terms,
except  as  the  indemnification provisions of the Registration Rights Agreement
may  be  limited  by principles of public policy, and subject to laws of general
application  relating  to  bankruptcy,  insolvency and the relief of debtors and
rules  of  law  governing  specific  performance,  injunctive  relief  or  other
equitable  remedies.  No  consent,  approval,  authorization,  order,  filing,
registration  or  qualification  of or with any court, governmental authority or
third  person is required to be obtained by the Purchaser in connection with the
execution  and  delivery  of  this  Agreement  or  the  Other  Agreements or the
performance  of  the  Purchaser's  obligations  hereunder  or  thereunder.

    4.7  Brokers or Finders. Such Purchaser has not incurred and will not incur,
directly  or  indirectly, as a result of any action taken by such Purchaser, any
liability  for  brokerage or finders' fees or agents' commissions or any similar
charges in connection with this Agreement (other than the agreement dated May 2,
2000  between  U.S.  Bancorp  Libra  and  Marty  Klein).

                                    SECTION 5

                       CONDITIONS TO CLOSING OF PURCHASERS

     The  Purchasers'  obligations  to  purchase  the  Notes  at the Closing are
subject  to  the  fulfillment  on  or prior to the Closing Date of the following
conditions:

     5.1  Representations  and  Warranties  Correct.  The representations and
warranties made by the Corporation in Section 3 hereof shall be true and correct
as  of  the Closing Date with the same force and effect as if made on such date.

     5.2 Covenants. All  covenants and agreements contained in this Agreement to
be  performed  or  complied  with by the Company on or prior to the Closing Date
shall  have  been  performed  or  complied  with.

     5.3  Governmental Authorizations, etc. All material governmental
authorizations,  consents  or  approvals  required  to  be  obtained,  and  all
governmental  filings to be made, including state securities or "Blue Sky" laws,
by the Company in connection with the issuance and sale of the Notes pursuant to
this  Agreement  (other than any such filing as shall be permitted by applicable
law  to  be  made post-Closing) shall have been obtained or made and shall be in
full  force  and  effect.

     5.4  Series II Designation. The  Corporation  shall  have  filed  with the
Secretary  of  State  of  the State of Florida the Series II Designation and the
same  shall  be  effective.

     5.5  Good Standing Certificates.  The Company  shall have delivered to the
Purchasers  certificates  dated  as of the most recent practicable date prior to
the  Closing Date issued by the Secretaries of State of the States of Florida to
the effect that the Corporation and each of its Subsidiaries is legally existing
and in good standing in such State and each other state in which the Corporation
or  its  Subsidiaries  is  qualified or required to be qualified to do business.

     5.6  Secretary's Certificate.  The Corporation shall have delivered to the
Purchasers  a  certificate executed by the Secretary of the Corporation dated as
of  the  Closing  Date,  certifying as to the following matters: (a) resolutions
adopted  by the Board of Directors of the Corporation approving the transactions
contemplated  by  this  Agreement,  the  Notes and the Other Agreements, (b) the
Series  II  Designation  and  (c)  the  Bylaws.

     5.7  Opinion of Counsel. The Company shall have delivered to the Purchasers
an  opinion  of Aronauer, Goldfarb, Sills & Re, LLP, counsel to the Corporation,
in  form  reasonable  satisfactory  to  the  Purchasers and their counsel to the
substantive  effect  as  set  forth  in  Exhibit  E  hereto.

     5.8  Other Agreements.  Each of (a)  a  Registration  Rights  Agreement
substantially  in  the  form of Exhibit F (the "Registration Rights Agreement"),
(b)  a  Securityholders  Agreement  substantially  in the form of Exhibit G (the
"Securityholders Agreement"), and (c) an Investor Rights Agreement substantially
in  the  form  of  Exhibit  H  (the "Investor Rights Agreement") shall have been
executed  and  delivered by the Corporation and the Purchasers party thereto and
all  other  parties  thereto, and each such agreement shall be in full force and
effect  as  of  the  Closing.

     5.9  Board of Directors.  The directors and stockholders of the Corporation
shall  have  taken all such actions as shall be necessary to cause an individual
designated  by  the  Purchasers  to  be  appointed  to the Board of Directors in
accordance with the terms of the Securityholders Agreement immediately after the
Closing.

     5.10  Compliance Certificate.  The Corporation  shall have delivered to the
Purchasers  a certificate of the Corporation executed by the President or a Vice
President  of  the Corporation, dated the Closing Date, and certifying as to the
fulfillment  of  the  conditions  specified in Sections 5.1, 5.2, 5.3 and 5.9 of
this  Agreement.

     5.11 Due Diligence. The Purchasers and their respective advisers, including
legal  counsel,  shall  have completed their due diligence review of the Company
and  its  business  with  results  satisfactory to the Purchasers, in their sole
discretion, and, in the Purchasers' sole opinion, no Material Adverse Effect has
occurred  with  regard  to  the  Company  prior  to  such  Closing.

     5.12  Third Party Consents.  All necessary third party  consents  to the
transactions  described  herein  shall  have been received in form and substance
satisfactory  to  the  Purchasers.

                                    SECTION 6

                        CONDITIONS TO CLOSING OF COMPANY

     The Corporation's obligation to sell and issue the Notes at the Closing is,
at  the  option of the Corporation, subject to the fulfillment as of the Closing
Date  of  the  following  conditions:

     6.1  Representations.  The  representations  and  warranties made by the
Purchasers  in Section 4 hereof shall be true and correct as of the Closing Date
with  the  same  force  and  effect  as  if  made  on  that  date.
6.2     Covenants.  All covenants and agreements  contained in this Agreement to
be  performed or complied with by the Purchasers on or prior to the Closing Date
shall  have  been  performed  or  complied  with.

     6.3  Governmental Authorizations, etc.  All  material  governmental
                                          -
authorizations,  consents  or  approvals  required  to  be  obtained,  and  all
governmental  filings to be made, by the Company in connection with the issuance
and  sale of the Notes pursuant to this Agreement (other than any such filing as
shall  be  permitted  by applicable law to be made post-Closing) shall have been
obtained  or  made  and  shall  be  in  full  force  and  effect.

     6.4  Other Agreements.  Each of (a) the Registration Rights Agreement, (b)
the Securityholders Agreement, and (c) the Investor Rights Agreements shall have
been  executed  and delivered by the Purchasers and each such agreement shall be
in  full  force  and  effect  as  of  the  Closing.

                                    SECTION 7

  RESTRICTIONS ON TRANSFERABILITY OF SECURITIES; COMPLIANCE WITH SECURITIES ACT

     7.1  Restrictions on Transferability.  The Notes are, and  the shares of
the  Series II Preferred and Conversion Stock and all other securities issued in
respect of the Notes, Series II Preferred or the Conversion Stock upon any stock
split  or  stock  dividend,  or in any recapitalization, reorganization, merger,
consolidation  or  similar  event  not  registered under the Securities Act (the
Notes,  Shares,  the  Conversion  Stock  and  such  other  securities,  if  any,
collectively,  the  "Restricted  Securities")  when  issued will be, "restricted
securities" as defined by Rule 144 under the Securities Act ("Rule 144") and may
not be Transferred (as hereinafter defined) except upon the conditions specified
in  this Article 7 or Rule 144, which are intended to ensure compliance with the
provisions  of  the  Securities  Act.  Each  Purchaser  shall cause any proposed
Transferee  (as  hereinafter  defined) of the Restricted Securities held by such
Purchaser  to  agree  to take and hold such securities subject to the provisions
and  upon the conditions specified in this Article 7 and the Other Agreements as
applicable.

     As used in this Article 7, the term "Transfer" means and includes any sale,
exchange,  assignment, pledge or other transfer or encumbrance of the Restricted
Securities,  and  the  term  "Transferee"  means  any  Person  who  acquires any
Restricted  Securities  in  a  Transfer not registered under the Securities Act.

     7.2  Restrictive  Legends.  Each  certificate  representing  Restricted
Securities shall be stamped or otherwise imprinted with legends in the following
form  (in  addition  to  any  legend  required under applicable state securities
laws).

     (a)  "THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE NOT BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933 (THE "ACT") AND ARE RESTRICTED
SECURITIES.  THESE  SECURITIES  HAVE  BEEN ACQUIRED FOR HOLDER'S OWN ACCOUNT FOR
INVESTMENT  AND  NOT  WITH  A  VIEW  TO,  OR  IN  CONNECTION  WITH,  THE SALE OR
DISTRIBUTION  THEREOF.  NO  SUCH  SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE  REGISTRATION  STATEMENT  RELATED  THERETO  OR  EXEMPTION  FROM  SUCH
REGISTRATION  UNDER  THE  ACT  ."

     (b)  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS  ON  TRANSFER THAT ARE CONTAINED IN A REGISTRATION RIGHTS AGREEMENT
AND  A  SECURITYHOLDERS  AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL
OFFICE  OF  THE  CORPORATION."

     Each Purchaser consents to the Corporation making a notation on its records
and  giving  instructions  to  any paying agent or registrar of the Notes or any
transfer  agent  of  the Series II Preferred or the Conversion Stock in order to
implement  the  restrictions  on  Transfer  established  in  this  Article  7.

     7.3  Notice  of  Proposed  Transfers.  The  holder  of  each certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
respects  with  the  provisions  of this Section 7.3.  Prior to or in connection
with  any  proposed  Transfer  of  any Restricted Securities, unless there is in
effect  a  registration statement under the Securities Act covering the proposed
Transfer,  the  transferor  shall  deliver,  if  requested by the Corporation, a
written  opinion  of  legal counsel, addressed to the Corporation, to the effect
that  the proposed Transfer of the Restricted Securities may be effected without
registration  under  the  Securities  Act.  Each  certificate  evidencing  the
Restricted  Securities  Transferred as above provided shall bear, except if such
Transfer  is  made  pursuant to Rule 144, the appropriate restrictive legend set
forth  in  Section  7.2  above, except that such certificate shall not bear such
restrictive  legend if in the opinion of counsel for such holder and the Company
such  legend is not required in order to establish compliance with any provision
of  the  Securities  Act  or  applicable  state  securities  laws.

                                    SECTION 8

                                  MISCELLANEOUS

     8.1  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.

     8.2 Survival.  The representations and warranties made herein shall survive
any  investigation  made  by  the Purchasers and the closing of the transactions
contemplated  hereby.

     8.3 Successors and Assigns.  Except as otherwise expressly provided herein,
all  covenants and agreements contained in this Agreement by or on behalf of any
of  the  parties  hereto  will  bind  and inure to the benefit of the respective
successors  and assigns of such parties (including any subsequent holders of the
Notes,  the Series II Preferred or the Conversion Stock) whether so expressed or
not.  In  addition,  if an express assignment has been made (except as otherwise
expressly  provided  herein),  the provisions of this Agreement that are for any
Purchaser's  benefit  as  the  purchaser  or  holder  of Notes (or the Series II
Preferred  or  Conversion  Stock) are also for the benefit of and enforceable by
any  subsequent  holder  of  Notes (or Series II Preferred or Conversion Stock).
The  Company  may  not assign any of its obligations hereunder without the prior
written consent of the Purchasers.  None of the Purchasers may assign any of its
obligations  hereunder prior to the Closing without the prior written consent of
the  Corporation.  After the Closing, the Purchasers may assign their rights and
obligations  hereunder  (subject  to Section 7 hereof) without the prior written
consent  of  the  Corporation.

     8.4  Entire Agreement; Amendment.  This Agreement and the other documents
delivered  pursuant  hereto  at  the  Closing  constitute  the  full  and entire
understanding  and  agreement  between  the  parties with regard to the subjects
hereof  and thereof, and no party shall be liable or bound to any other party in
any  manner  by  any  warranties,  representations  or  covenants  except  as
specifically  set forth herein or therein.  Except as expressly provided herein,
neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated  other  than by a written instrument signed by the party against whom
enforcement  of  any such amendment, waiver, discharge or termination is sought;
provided,  however,  that holders of a majority of the Notes (including for this
purpose  the  Series  II  Preferred  and  the  Conversion  Stock)  may, with the
Corporation's  prior  written  consent, waive, modify or amend, on behalf of all
such  holders,  any  provision  hereof  other  than  the conditions set forth in
Section  5.

     8.5  Notices, etc.  All notices and other  communications  required  or
permitted hereunder shall be in writing (or in the form of a telecopy (confirmed
in writing) to be given only during the recipient's normal business hours unless
arrangements have otherwise been made to receive such notice by telecopy outside
of  normal  business hours) and shall be mailed by registered or certified mail,
postage  prepaid,  or  otherwise  delivered  by hand, messenger, or telecopy (as
provided  above)  addressed  (a)  if  to  a  Purchaser,  at the address for such
Purchaser  set  forth  beneath  its  signature  or at such other address as such
Purchaser  shall  have  furnished to the Corporation in writing or (b) if to any
other  holder of Notes, Series II Preferred or Conversion Stock, at such address
as  such holder shall have furnished the Corporation in writing or (c) if to the
Corporation,  to  its principal executive offices and addressed to the attention
of  the  Corporate  Secretary, or at such other address as the Corporation shall
have  furnished  in  writing  to  the  Purchasers.

     Each  such  notice  or  other  communication shall for all purposes of this
Agreement  be  treated  as  effective  or  having  been  given when delivered if
delivered  personally,  or,  if  sent  by mail, at the earlier of its receipt or
seventy-two  (72)  hours  after  the  same  has  been  deposited  in a regularly
maintained  receptacle  for the deposit of the United States mail, addressed and
mailed  as  aforesaid,  or, if by telecopy pursuant to the above, when received.

     8.6  Delays or Omissions.  Except as expressly provided herein, no delay
or omission to exercise any right, power or remedy accruing to any holder of any
Notes,  Series  II  Preferred or Conversion Stock, upon any breach or default of
the  Corporation  under  this  Agreement,  shall impair any such right, power or
remedy  of  such  holder  nor  shall  it be construed to be a waiver of any such
breach or default, or an acquiescence therein, or of or in any similar breach or
default  thereafter  occurring;  nor  shall  any  waiver of any single breach or
default  be  deemed  a  waiver  of  any  other  breach or default theretofore or
thereafter  occurring.  Any  waiver,  permit, consent or approval of any kind or
character  on  the  part  of  any  holder  of  any  breach or default under this
Agreement,  or  any  waiver  on  the  part  of  any  holder of any provisions or
conditions  of this Agreement, must be in writing and shall be effective only to
the  extent  specifically set forth in such writing.  All remedies, either under
this  Agreement  or  by  law  or  otherwise  afforded  to  any  holder, shall be
cumulative  and  not  alternative.

     8.7 Stamp Taxes. The Corporation shall pay, or reimburse the Purchasers and
hold  them  harmless  against  liability for the payment of, all stamp and other
similar such taxes which may be payable in respect to the execution and delivery
of  this  Agreement  or  the issuance, delivery and acquisition of any Notes (or
Series  II Preferred or Conversion Stock issued in the name of the holder of the
converted  Notes  or  Series  II  Preferred,  respectively)  hereunder.

     8.8  Expenses;  Attorneys' Fees.  Regardless of whether the Closing occurs,
the  Company shall pay all of it's own expenses and the Company shall pay all of
the Purchaser's out of pocket expenses (including without limitation, reasonable
attorneys'  fees  and  expenses), in each case, incurred in connection with this
Agreement,  the  Notes,  the  Other Agreements and the transactions contemplated
hereby  and  thereby.  If any action at law or in equity is necessary to enforce
or interpret the terms of this Agreement, the prevailing party shall be entitled
to  reasonable attorneys' fees, costs and necessary disbursements in addition to
any  other  relief  to  which  such  party  may  be  entitled.

     8.9  Remedies.  The holders of the Notes and Series II Preferred will have
all of the rights and remedies set forth in this Agreement, the Other Agreements
and the Series II Designation, all of the rights and remedies which such holders
have  been  granted at any time under any other agreement or contract and all of
the  rights  and  remedies  which such holders have under any law. Any Purchaser
having  any rights under any provision of this Agreement, the Notes or the Other
Agreements  will  be  entitled  to  enforce such rights specifically, to recover
damages by reason of any breach of any provision of this Agreement, the Notes or
the  Other  Agreements  and  to  exercise  all  other  rights  granted  by  law.

     8.10  Severability.  In the event that any provision  of  this Agreement
becomes  or  is  declared  by  a  court of competent jurisdiction to be illegal,
invalid,  unenforceable or void, this Agreement shall continue in full force and
effect  without  said provision.  In such event, the parties shall negotiate, in
good  faith,  a  legal,  valid  and  enforceable substitute provision which most
nearly  effects  the  intent  of  the  parties  in entering into this Agreement.

     8.11  Titles and Subtitles. The titles and subtitles used in this Agreement
are  used  for  convenience  only  and  are  not  considered  in  construing  or
interpreting  this  Agreement.

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

     8.13  Counterparts.  This Agreement may be executed  in  any  number  of
counterparts,  each  of  which shall be enforceable against the parties actually
executing  such  counterparts,  and  all  of which together shall constitute one
instrument.

<PAGE>

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

"CORPORATION":  MERIDIAN  USA  HOLDINGS,  INC.
                a  Florida  corporation

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

Address:  3350  N.W.  2nd  Avenue
          Boca  Raton,  FL  33431
          Facsimile: 561-417-6888

"PURCHASERS":  U.S.  BANCORP  INVESTMENTS,  INC.

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

Purchase  Price:  $8,000,000

Aggregate  Principal  Amount  of  Notes:  $8,000,000

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



                                    EXHIBITS
                                    --------

A     -     Form  of  Note
B     -     Schedule  of  Exceptions
C     -     Series  II  Designation
D     -     Financial  Statements
E     -     Opinion  of  Aronauer,  Goldfarb,  Sills  &  Re,  LLP
F     -     Registration  Rights  Agreement
G     -     Shareholders  Agreement
H          Investor  Rights  Agreement


                                    SCHEDULES

SCHEDULE  OF  EXCEPTIONS


SCHEDULE  B:     FINANCIAL  INFORMATION