EMPLOYMENT AGREEMENT
                              --------------------


          AGREEMENT  made  as  of  this  15th day of March, 2000, by and between
MERIDIAN  USA  HOLDINGS, INC., a Florida corporation, with its principal office
located  at  3350  N.W.  2nd  Avenue,  Suite  A-28,  Boca  Raton,  FL 33431 (the
"Corporation")  and STEVEN KREUSCHER, residing at 3 East Park, Bayport, NY 11715
(the  "Employee").

                              W I T N E S S E T H:
                              - - - - - - - - - -


          WHEREAS,  the  Corporation is engaged in the business of producing and
selling  syrups, beverages and other food products through wholesale, retail and
food  service  channels;  and

          WHEREAS,  the  Corporation  desires  to  employ  the Employee, and the
Employee  desires  to  be  employed  by  the  Corporation,  upon  the  terms and
conditions  hereinafter  set  forth.

          NOW,  THEREFORE,  in  consideration  of the foregoing premises and the
mutual  promises  and  covenants contained herein, the parties agree as follows:

          1.     TERM  OF EMPLOYMENT.  The term of this Agreement shall be for a
                 -------------------
period  of two (2) years commencing on the date hereof and ending on March ____,
2002,  unless  sooner  terminated  pursuant  to Paragraph 7 hereof (the "Term").

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          2.     EMPLOYMENT,  DUTIES  AND  ACCEPTANCE.
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               (a)     The  Corporation  hereby  employs  the  Employee  as Vice
President  -  Sales  to render full-time services to the business and affairs of
the  Corporation,  subject  to  the  direction of the Board of Directors and the
President  of  the  Corporation, and to the policies, business plans and budgets
from  time  to time adopted by the Board.  In connection therewith, the Employee
shall  perform  such duties as he is reasonably directed or requested to perform
by  the  Board  or  the  President.

               (b)     Employee  shall prepare and deliver on a timely basis all
reports  regarding  sales,  sales activities or other business matters as may be
requested  by  the  Corporation.

               (c)     The  Employee  hereby  accepts  such employment and shall
exercise  his  best  efforts,  judgment,  skill  and talents in the business and
interests  of  the  Corporation,  and  shall  perform  such  duties and services
conscientiously and to the full extent of his abilities, and shall not engage in
any  other  business  activity,  whether  or  not  for  profit,  or be otherwise
employed, without the prior written consent of the President of the Corporation.

          3.     COMPENSATION.
                 ------------
               (a)     COMMISSIONS.  In  consideration  for  the  Employee's
services to the Corporation hereunder, the Corporation shall pay to the Employee
a  commission  of  one and a half percent (1.5 %) of the net amount of shipments

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the  Corporation  makes  on  sales made during the Term of his employment.  "Net
amount  of  shipments"  means  the  gross  sales  price  of merchandise sold and
shipped,  less  discounts,  returns,  claims, allowances and bad debts , but not
reduced  by  returns  due  to shipment of defective products by the Corporation.
The  Corporation  shall have the absolute right in its discretion: (a) to refuse
any orders procured by Employee; and (b) to make such allowances and adjustments
and  accept  returns  in  respect  of  any  shipments  as it may determine to be
appropriate.  Commissions shall be due and payable on the 30th day after the end
of  the  month  in  which  the  commission  is  earned.

               (b)     SALARY.   In addition to the commissions, the Corporation
will  pay  Employee  a  salary  of  ninety  thousand dollars ($90,000) per year,
payable  in  twenty-six  (26)  bi-weekly  installments.

     4.     STOCK  BONUS:  As  additional  compensation  hereunder,  the
Corporation  shall  issue  to  Employee  5,000  shares  of its Common Stock upon
completion  of  the  thirtieth  (30th)  day  of  the  Term  of  this  Agreement.




     5.     BENEFITS:  During  the  Term  of  this  Agreement,  Employee will be
provided  with  the  following  benefits:

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               (a)     Group  health  insurance  for  him  and his family at the
Corporation's  expense  and  such  other  insurance  or  benefit  made available
generally  to  other  employees  of  the  Corporation.

               (b)     Two weeks paid vacation and sick leave in accordance with
the  policies  in  effect  at  the  Corporation.

               (c)     Reimbursement for the cost of leasing an automobile to be
used in the performance of his duties hereunder, subject to a maximum benefit of
$400  per  month,  plus  reimbursement  for  the  cost  of  insurance  for  such
automobile,  plus  the cost of gas and maintenance for use in the performance of
his  duties  hereunder.

          6.     EXPENSES.  The Corporation shall reimburse the Employee for all
reasonable  expenses  actually incurred by him in furtherance of the performance
of  his services hereunder, against vouchers or other proof of expenditures.  No
expenses  in  excess of $1,000 per item shall be reimbursed unless authorized in
advance by the President of the Corporation.  Expenses will be reimbursed within
fifteen  (15) days after the end of the month in which vouchers are submitted to
the  Corporation.

          7.     TERMINATION.
                 -----------
               (a)     TERMINATION  FOR  CAUSE:  The  Corporation  may terminate
Employee's  employment  hereunder  upon  15  days  prior  written notice due to:

                    (i)     insubordination;

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                    (ii)     disloyalty;

                    (iii)  misconduct;  or

                    (iv)     the physical or mental inability of the Employee to
perform  his  normal and customary duties and services hereunder for a period of
90  consecutive  days  or  an  aggregate  of 120 days during any 12 month period
during  the  Term  of  this  Agreement; provided,  however, that  no termination
shall be deemed for cause under this paragraph  unless the Employee shall first
have received written notice from the Corporation  advising  the Employee of the
specific acts or omissions alleged to constitute  the  failure  to  perform  his
duties  or  the breach of a material provision,  and such failure or breach is
not remedied within 15 days after such notice.

                    (iv)     The  Employee may resign at any time, upon 15 days'
prior  written  notice.

          8.     RESTRICTIVE  COVENANTS.
                 ----------------------
               (a)     The Employee acknowledges that the Corporation's business
is based largely on certain confidential information, including, but not limited
to, lists of employees, and other records of the Corporation acquired, collected
and  classified as a result of a substantial outlay of money; that the trade and
goodwill  of  the  Corporation  with  its  clients  has  been  established  at a

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substantial  cost  to,  and  great  effort on the part of, the Corporation; that
irreparable  damage  will  result  to  the Corporation if such lists, records or
information  are  obtained  or  used  by  any  other person or competitor of the
Corporation,  or if said goodwill is diverted from the Corporation; and that his
employment  is being obtained and is based upon the trust and confidence reposed
by the Corporation in the Employee with respect to the proper use of such lists,
records  and  information  solely  for  the Corporation's benefit.  The Employee
further  acknowledges that such employment affords him an opportunity to develop
favorable  relations  with  clients  of  the  Corporation  and  access  to  such
confidential  lists,  records  and  information  concerning  the  Corporation's
business.  In  consideration  thereof, and in consideration of his employment by
the  Corporation, during the period of his employment and, in the event that the
Employee  voluntarily  resigns  his  employment,  for a period of six (6) months
after  the termination thereof ("Noncompetition Period"), the Employee will not,
except  on behalf of the Corporation, directly or indirectly, engage for his own
account  or  become  or  be  interested  in  or  associated  with  any  person,
corporation,  firm,  partnership  or  other  entity  whatsoever,  directly  or
indirectly  engaged  in direct competition to the business of the Corporation in
the  United  States  in the sale of the products the same as or similar to those
sold  by  the  Corporation  during  his  employment.

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               (b)     The  Employee  further  agrees  that  during  the
Noncompetition Period he will not, directly or indirectly, sell or solicit sales
for  any  products  the  same  as  or substantially similar to those sold by the
Corporation  during  the period of employment hereunder, to or from any customer
who  at  any  time during the Noncompetition Period purchased such products from
the  Corporation.

               (c)     In  view  of the fact that the services that the Employee
renders  for  the  Corporation  will  bring  him  into  close  contact with many
confidential  affairs  of the Corporation and its affiliates and parent company,
including  matters  of  a  business  nature,  such  as  information about costs,
profits,  markets,  sales, lists of past, current and prospective clients, price
lists,  lists  of  employees  and other information not readily available to the
public,  and plans for future developments, during his  employment hereunder and
thereafter,  the  Employee  shall not disclose to any person, corporation, firm,
partnership  or  other  entity  whatsoever  (except  the Corporation, its parent
company,  or  any  of  its  affiliates),  or any officer, director, stockholder,
partner,  associate,  employee, agent or representative of any such partnership,
firm  or  corporation,  any  confidential  information  or  trade secrets of the
Corporation,  its  subsidiaries  or affiliates learned by him at any time during
the  term  of this Agreement, and that the Employee will promptly deliver to the

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Corporation  upon  termination  of  his employment hereunder, or at any time the
Corporation  may  so  request,  all memoranda, notes, records, reports and other
documents  (and all copies thereof) relating to the business of the Corporation,
its  subsidiaries  or  affiliates,  which  the Employee may then possess or have
under  his  control.

               (d)     The  Employee  acknowledges  that he is being employed by
the  Corporation  primarily  in  reliance  upon  his  covenants  and  assurances
contained  in  Paragraph  8  hereof,  and  the  Corporation  and  the  Employee
acknowledge  that  a violation of the foregoing restrictive covenants will cause
irreparable  injury  to  the  Corporation,  and  that  the  Corporation shall be
entitled,  in addition to any other rights and remedies they may have, at law or
in equity, to an injunction enjoining and restraining the Employee from doing or
continuing  to  do  any  such act and other violation or threatened violation of
this  Paragraph  8.

               (e)     In the event that any action, suit or other proceeding at
law  or in equity is brought to enforce the provisions of this Paragraph 8 or to
obtain  money  damages  for  the  breach thereof (the "Action"), and such Action
results  in  the award of a judgment for money damages or in the granting of any
injunction  in  favor  of  the Corporation or if the Employee shall prevail, all

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expenses,  including  reasonable attorneys' fees of the prevailing party in such
Action,  shall  be  paid  by  the  party  against  whom  judgment  is  awarded.

          9.     NOTICES.
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               (a)     All  notices  or other communications provided for in, or
permitted  under,  this  Agreement  shall  be  in  writing and shall be given by
certified  or  registered  mail  with  postage  prepaid,  by  hand  delivery, by
telecopier  or  overnight  mail  service,  as  follows:

          If  to  the  Corporation:

               Meridian  USA  Holdings,  Inc.
               3350  N.W.  2nd  Avenue
               Suite  A-28
               Boca  Raton,  FL  33431
               Attn:  Alan  Posner

          If  to  the  Employee:

               Steven  Kreuscher
               3  East  Park
               Bayport,  New  York  11715

or  to  such  other person or address as either party shall specify by notice in
writing to each of the other parties.  All such notices and communications shall
be  deemed to have been duly given or made (i) when delivered by hand, (ii) five
business  days  after  being  deposited  in the mail, postage prepaid, (iii) the
first  business  day  after  placed  in  overnight  mail  service,  or (iv) when
telecopied,  receipt  acknowledged.

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          10.     GENERAL.
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               (a)     This  Agreement  shall  be governed by, and construed and
enforced  in  accordance  with,  the  laws of the State of Florida applicable to
agreements  made  and  to  be  performed  entirely  in  Florida.

               (b)     The paragraph headings contained herein are for reference
purposes  only  and shall not in any way affect the meaning or interpretation of
this  Agreement.

               (c)     The foregoing is the entire agreement of the parties with
respect  to  the  subject  matter  hereof  and  no representations, inducements,
provisions  or  agreements,  oral or otherwise, not embodied herein, shall be of
any  force  or  effect.

               (d)     This  Agreement  may  be amended, modified, superseded or
canceled, and the terms, covenants and conditions hereof may be waived only by a
written  instrument  executed by the parties hereto, or in the case of a waiver,
by  the  party  waiving  compliance.

               (e)     Should  any  part  of  this  Agreement  for any reason be
declared  invalid,  such decision shall not affect the validity of any remaining
portion,  and any such remaining portion shall continue in full force and effect
as  if  this  Agreement  had  been executed with the invalid portion eliminated.

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               (f)     Whenever applicable herein, the masculine gender shall be
construed  to  include  the  feminine, and words in their singular form shall be
construed  to  include  their  plural,  and  vice  versa.

               (g)     This  Agreement shall not be assignable by Employee.  The
Corporation  may  assign  this  agreement  to  another  entity in the event of a
merger,  consolidation  or  sale  of  all or substantially all the assets of the
Corporation.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of  the  day  and  year  first  above  written.

MERIDIAN  USA  HOLDINGS,  INC.


By:     /s/  Mark  Streisfeld
        ------------------------
Mark  Streisfeld,  President


/s/  Steven  Kreuscher
--------------------------
STEVEN  KREUSCHER

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