COMPLIANCE AGREEMENT

THIS  COMPLIANCE  AGREEMENT  is made effective this 15th day of January, 2003 by
and;

BETWEEN:

     MR.  SEOK  WOO  LEE  OF  1049-109  SADANG  1  DONG  DONGJAK-GU SEOUL, KOREA
     (HEREINAFTER  REFERRED  TO  AS  "CONSULTANT")

AND:

     MERIDIAN  CO.,  LTD.,  OF  4F,  HEUNGSEONG  BLDG.,  197-3,  JAMSILBON-DONG,
     SONGPA-GU  SEOUL, REPUBLIC OF KOREA (HEREINAFTER REFERRED TO AS "MERIDIAN")

WHEREAS:

A.   MERIDIAN  is  engaged in the research, development, manufacturing and sales
     of  medical  devices  mainly  for  the  Oriental  and  Natural/Alternative
     Medicine;

B.   CONSULTANT  is  an  investment  consulting  firm  providing  professional
     corporate  securities  services  in  the  North  America  market;  and

C.   MERIDIAN  considers  it  to be in its best interest to engage CONSULTANT to
     receive  regulatory  services  to  it  on  the  terms  and  subject  to the
     conditions  hereinafter  set  forth.

NOW THEREFORE THIS AGREEMENT WITNESS THAT THE PARTIES MUTUALLY AGREE AS FOLLOWS:

1.     ENGAGEMENT
       ----------

1.1  Subject  to  the  terms  and  conditions  hereof,  MERIDIAN  hereby engages
     CONSULTANT to receive the regulatory services set out in Section 2.1 hereof
     (the  "Services").

1.2  CONSULTANT's  obligation  to  perform the Services shall commence following
     the  completion  of  the  list  of the Services, and will continue from the
     Effective  Date  until  terminated in accordance with Article 4 hereof (the
     "Term").

2.     SERVICES
       --------

2.1  CONSULTANT  shall  perform the Services so as to comply with all applicable
     securities  legislation,  the  rules and policies of the SEC and NASDAQ OTC
     and  all  of the applicable law and regulation. The Services would include:

     a.   Prepare  and  file  Quarterly  report  to  SEC

     b.   Prepare  and  file  Annual  report  to  SEC

     c.   All  other  necessary financial and non-financial reports SEC and NASD

     d.   Prepare  the  necessary information documents or packages requested by
          MERIDIAN

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3.     CONSIDERATION
       -------------

3.1  In  consideration  for  the  Services,  MERIDIAN  shall  pay CONSULTANT the
     minimum  monthly  retainer of $10,000 US or number of the MERIDIAN's common
     shares  equivalent to the value of $10,000 US ($0.17 US per share) invoiced
     in  advance  each  month.

3.2  All expenses and costs other than regular monthly service fee shall be paid
     by  cash  or number of the MERIDIAN's common shares equivalent to the total
     amount.

4.     TERMINATION  AND  RENEWAL
       -------------------------

4.1  This  agreement  may  be  terminated by MERIDIAN upon the occurrence of any
     default  by  CONSULTANT  by  giving  written notice to CONSULTANT by giving
     written  notice  to  CONSULTANT  specifying  the  nature  of the default. A
     default  will  be  defined  as  the  occurrence  of any one ore more of the
     following:

     a.   CONSULTANT  fails  to  perform  any  of  the Services in the manner or
          within  the  time required herein or commits or permits a breach of or
          default  in  any  of  CONSULTANT's  covenants,  duties  or obligations
          hereunder;  or

     b.   MERIDIAN  acting  reasonably  determines that CONSULTANT or any of its
          principals,  directors,  officers,  agents  or employees has acted, is
          acting  or is likely to act in a manner detrimental to MERIDIAN or has
          violated  the  confidentiality  of  any information as provided for in
          this  agreement.

4.2  Upon  termination of this agreement for any reason, CONSULTANT will deliver
     to MERIDIAN all documents pertaining to MERIDIAN or its business, including
     but  not  limited  to  all  correspondence,  reports, contracts, data bases
     related  to  MERIDIAN  and  anything  included  in  the definition of "Work
     Product"  set  out  in  Section  5.1  hereof.

4.3  This  agreement may be renewed for consecutive one year terms, on an annual
     basis,  as  agreed  to  by  both  parties  at  the  end  of  the  Term.

5.     CONFIDENTIALITY
       ---------------

5.1  All  reports,  documents,  concepts and products together with any business
     contracts  or  any  business opportunities prepared, produced, developed or
     acquired  by  CONSULTANT,  directly  or  indirectly,  in  connection  with
     CONSULTANT  performing the Services (collectively, the "Work Product") will
     belong  exclusively  to  MERIDIAN  which  will  be  entitled to all rights,
     interest,  profits  or  benefits  in  respect  thereof.

5.2  No  copies,  summaries  or other reproductions of any Work Product shall be
     made  by  CONSULTANT  without  the express permission of MERIDIAN, provided
     that  CONSULTANT  is  given  permission  to  maintain  one copy of the Work
     Product  for  its  own  use.

5.3  CONSULTANT  will  not  disclose  any information, documents or Work Product
     which  is developed by CONSULTANT or to which CONSULTANT may have access by
     virtue  of  its  performance  of  the  Services to any person not expressly
     authorized  by  MERIDIAN for that purpose. CONSULTANT will comply with such

<PAGE>

     directions  as  MERIDIAN  may  make  to  ensure  the  safeguarding  or
     confidentiality  of  all  such  information,  documents  and  Work Product.

5.4  CONSULTANT  may not disseminate nor distribute to the media, members of the
     public,  shareholders  of  MERIDIAN,  prospective investors, members of the
     investment or brokerage community, securities regulators or any other third
     party  any  of the Work Product or any other written or printed information
     about  MERIDIAN  or  its  business,  without  MERIDIAN  first reviewing and
     approving  the  Work Product or other information prior to dissemination or
     distribution.

6.     LAW
       ---

6.1  This  agreement  shall  be governed by and construed in accordance with the
     laws  of the Republic of Korea and the parties hereby irrevocably attorn to
     the  courts  of  such  country.





IN  WITNESS  THEREOF,  the  parties  above have caused this Agreement to be duly
executed,  as  of  the  day  and  year  set  out  below.




SEOK  WOO  LEE




By:  /s/ Seok  Woo  Lee                               Date:  January,  15,  2003
     --------------------                                    -------------------





MERIDIAN  CO.,  LTD.,




By:  /s/ Hyeon  Seong  Myeong                           Date:  January, 15, 2003
        ------------------------------------                   -----------------
       Hyeon  Seong  Myeong,  CEO/President