EMPLOYMENT AGREEMENT


          AGREEMENT  made as of January, 2000, by and between MERIDIAN HOLDINGS,
INC.  ("Meridian"),  OLD  FASHIONED SYRUP CO., INC. ("Syrup"), and CHAMPIONLYTE,
INC.  ("Lyte"),  all  of  which  are  Florida  corporations with their principal
offices  located  at 3350 N.W. 2nd Avenue, Suite A-28, Boca Raton, Florida 33431
(collectively  referred  to  as  "Company"),  and  MARK  STREISFELD, residing at
______________  ____________________  ("Employee").

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

          WHEREAS,  the  Employee  is  currently  employed  as  President of the
Company;  and

          WHEREAS,  the  parties  desire  to  set forth the terms and conditions
under  which  such  employment  will  continue.

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

          1.     TERM.
                 ----
          The  Company  hereby  employs  the  Employee  and  the Employee hereby
accepts  such  employment  by  the  Company  for  a  period  of  five (5) years,
commencing  on  November  1, 1999, and ending on October 31, 2004, unless sooner
terminated  pursuant  to  Paragraph  8  hereof  (the  "Term").

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          2.     POSITION  AND  DUTIES.
                 ---------------------
          The  Company  hereby  employs the Employee as its President.  As such,
the Employee shall have responsibilities and duties as are substantially similar
to  the  duties and responsibilities he heretofore performed for the Company and
such  other duties and responsibilities as the Company's Board of Directors (the
"Board") may reasonably request.  The Employee accepts his employment and agrees
to  devote  all  of  his professional time, attention and efforts to promote and
further  the  business of the Company.  The Employee shall faithfully adhere to,
execute,  and  fulfill  all  policies  established  by  the  Company.

          3.     COMPENSATION.
                 ------------
          For  all  services  rendered  by  the  Employee,  the  Company  shall
compensate  the  Employee  as  follows:

               (a)     INITIAL BASE SALARY.  Effective as of the date hereof and
running  through  October  31,  2000,  the Company shall pay the Employee a base
salary  of  $125,000 per year, payable on a regular basis in accordance with the
Company's  standard  payroll  procedures.

               (b)     SALARY  INCREASES.   Employee's  salary will be increased
on  November 1, 2000 to a base salary of $175,000 per year and will be increased
on November 1, 2001 to a base salary of $250,000 per year.  Any salary increases

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in  excess thereof shall be only as determined by the Board of Directors, acting
without  any  directors  who  are  then  employed  by  the  Company.

          4.     BENEFITS.
                 --------
               (a)     The  Employee  shall  be  permitted, if and to the extent
eligible,  to  participate in any group life insurance program, health insurance
program for him and members of his immediate family, retirement plan, or similar
benefit  plan  of  the  Company  which  may  be  in  effect  during  the  Term.

               (b)     During  the  Term,  the  Company  will  pay  all  lease,
maintenance,  gas  and  insurance  costs  associated  with  an  automobile to be
utilized  by  Employee  in  the  performance  of  services  herein.

               (c)     During  the Term the Company will pay the reasonable fees
and  expenses  of  professional  advisors,  including  lawyers  and accountants,
retained  by  Employee  for  his  personal  tax  and  financial  matters.




          4.     EXPENSE  REIMBURSEMENT.
                 ----------------------
          The Company shall reimburse Employee for (or, at the Company's option,
pay) all business travel and other out-of-pocket expenses reasonably incurred by
the  Employee in the performance of his services hereunder during the Term.  All
reimbursable  expenses shall be appropriately documented in reasonable detail by
the  Employee  upon submission of any request for reimbursement, and in a format

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and  manner  consistent  with the Company's expense reporting policy, as well as
applicable  federal  and  state  tax  record  keeping  requirements.

          5.     VACATION.
                 --------
          The  Employee shall be entitled to four (4) weeks paid vacation each
year  during  the  Term,  the  use  and  accrual of which shall be determined in
accordance  with  applicable  policies  of  the  Company.  Vacations  shall  be
scheduled  at  times  mutually  agreed  upon  by  the  Employee  and  the Board.

          6.     STOCK  OPTION  CONSIDERATION.
                 ----------------------------
          (a)     As  additional  consideration for the services to be performed
by  the Employee hereunder, the Company shall grant the Employee, subject to the
terms  and conditions of the Company's 1999 Incentive Stock Option Plan, options
to  purchase  such  number  of shares of Company's common stock on such dates as
follows:

     OPTION  GRANT  DATE                 NUMBER  OF  SHARES
     -------------------                 ------------------
October  31,  2000                         20,000
October  31,  2001                         20,000
October  31,  2002                         20,000
October  31,  2003                         20,000
October  31,  2004                         20,000

               (b)     In  the event that the Employee's employment hereunder is
terminated during the Term hereof "for cause", as defined in Paragraph 9(c), the

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Employee  shall  not have the right to receive any of the Options referred to in
Paragraph  8(a)  whose  Grant  Date  is  after  the  date  of  such termination.

          7.     TERMINATION:  RIGHTS  ON  TERMINATION.

          Employee's  employment  may  be terminated in any one of the following
ways,  prior  to  the  expiration  of  the  Term:

               (a)     DEATH.  The death of Employee shall immediately terminate
the  Term,  and  no  severance  compensation  shall be owed to Employee's estate
except  as  set  forth  in  Section  8(d)  below.

               (b)     DISABILITY.  If,  as  a  result  of  incapacity  due  to
physical  or  mental  illness  or injury, the Employee shall have been unable to
perform the material duties of his position on a full-time basis for a period of
three  (3)  consecutive  months,  or  for  a  total  of  four  (4) months in any
twelve-month  period, then thirty (30) days after written notice to the Employee
(which  notice  may  be  given  before  or  after  the end of the aforementioned
periods,  but  which  shall  not  be  effective earlier than the last day of the
applicable  period),  the  Company  may  terminate  the Employee's employment
hereunder if the Employee is unable to resume  his  full-time  duties  at  the
conclusion  of such notice period.  The Employee  shall  be covered by such
disability insurance as the  Company  may  have  in  place  for  its  executive
employees.

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<PAGE>

               (c)     TERMINATION  BY THE COMPANY "FOR CAUSE".  The Company may
terminate  the  Employee's  employment  hereunder  upon  written  notice  to the
Employee  "for  cause",  which shall be:  (i) Employee's material breach of this
Agreement,  which  breach  is  not  cured within ten (10) days of receipt by the
Employee  of  written  notice  from  the Company specifying the breach; (ii) the
Employee's  gross  negligence  in  the  performance  of  his  duties  hereunder,
intentional  nonperformance  or  mis-performance  of  such duties, or refusal to
abide  by  or  comply with the directives of the Board or the Company's policies
and  procedures,  which  actions continue for a period of at least ten (10) days
after  receipt  by  Employee of written notice of the need to cure or cease such
conduct;  (iii)  the  Employee's  willful  dishonesty, fraud, or misconduct with
respect  to  the business or affairs of the Company, and that in the judgment of
the  Company  such  conduct  materially  and adversely affects the operations or
reputation  of  the Company; (iv) the Employee's conviction of a felony or other
crime involving moral turpitude; or (v) the Employee's abuse of alcohol or drugs
(legal  or  illegal)  that,  in the Company's  judgment,  materially impairs the
Employee's  ability  to  perform  his  duties  hereunder.  In  the  event  of  a
termination  "for  cause", as enumerated above, the Employee shall have no right
to  any  severance  compensation.

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<PAGE>

               (d)     WITHOUT  CAUSE.  At  any  time  after the commencement of
employment, the Company may, without cause, terminate the Employee's employment,
effective  thirty  (30)  days  after written notice is provided to the Employee.
Should  the  Employee  be  terminated by the Company without cause, the Employee
shall receive from the Company a base salary at the rates of provided in Section
3  above  for  the balance of the Term and at the rate of $250,000 per annum for
two  (2)  years  following  the  expiration  of the Term, in accordance with the
Company's  regular  payroll  cycle.  For  the purpose of this Paragraph 8(d) and
Paragraph  8(e)  below,  the  Employee's  "pro rata share" shall mean the amount
determined under Paragraph 3(b) multiplied by a fraction, the numerator of which
is  the  number  of  days  worked  by the Employee in the current period and the
denominator  of  which  is  365.  Such  payment  shall  be  made  as provided in
Paragraph  3(b).  If  the  Employee  resigns  or  otherwise  terminates  his own
employment  for  any  reason  or  for  no  reason, the Employee shall receive no
severance  compensation.

               (e)     PAYMENT  THROUGH  TERMINATION.  Upon  termination  of
Employee's  employment  for  any  reason  provided  above, the Employee shall be
entitled  to receive all compensation earned and all benefits and reimbursements
(including  payments  for  accrued  vacation  and  sick  leave,  in each case in
accordance  with  applicable policies of the Company) attributable to the period

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<PAGE>

ending on the effective date of termination.  Additional compensation subsequent
to  termination,  if any, will be due and payable to Employee only to the extent
and  in  the  manner  expressly  provided  above in this Paragraph 8.  All other
rights  and  obligations  of  the  Company and the Employee under this Agreement
shall  cease as of the effective date of termination, except that the Employee's
obligations under Paragraphs 10, 11, and 12 below shall survive such termination
in  accordance  with  their  terms.

          8.     RESTRICTION  ON  COMPETITION.
                 ----------------------------
               (a)     During the Term and thereafter for so long as Employee is
receiving  payment  pursuant  to  Sections  3  and  8 above, Employee shall not,
directly  or  indirectly, for himself or on behalf of or in conjunction with any
other person, company, partnership, corporation, business group, or other entity
(each,  a  "Person"):

                    (i)     engage, as an officer, director, shareholder, owner,
partner,  joint  venturer,  or in a managerial capacity, whether as an employee,
independent  contractor,  consultant,  advisor,  or sales representative, in any
business  selling  any  products  or  services  in competition with the Company,
within  100 U.S. miles of the principal office of the Company (the "territory");

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<PAGE>

                    (ii)     call  upon  any  Person  who  is,  at that time, an
employee  of  the  Company  for  the purpose or with the intent of enticing such
employee  away  from  or  out  of  the employ of the Company, or employ any such
Person;  or

                    (iii)     call upon any Person who or that is, at that time,
or  has  been, within one (1) year prior to that time, a customer of the Company
within  the  Territory  or  an Affiliate of the Company, as hereinafter defined,
within  or  outside  the  Territory  for  the  purpose  of soliciting or selling
products  or  services  in  competition  with  the Company within the Territory.

               (b)     The  foregoing  covenants shall not be deemed to prohibit
Employee  from  acquiring as an investment not more than one percent (1%) of the
capital  stock  of  a  competing  business  whose  stock is traded on a national
securities  exchange  or  through the automated quotation system of a registered
securities  association.

               (c)     The  covenants  in  this  Paragraph  9  are severable and
separate, and the unenforceability of any specific covenant shall not affect the
provisions of any other covenant.  If any provision of this Paragraph 9 relating

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<PAGE>

to  the  time  period or  geographic area of the restrictive covenants shall be
declared by a court of competent  jurisdiction to exceed the maximum time period
or geographic area, as applicable,  that  such court deems reasonable and
enforceable, said time period or  geographic  area  shall  be  deemed  to be,
and thereafter shall become, the maximum time period or largest geographic area
that such court deems reasonable and  enforceable  and  this  Agreement shall

automatically be considered to have been  amended and  revised  to  reflect such
determination.

               (d)     All  of  the  covenants  in  this  Paragraph  9  shall be
construed  as an agreement independent of any other provision in this Agreement,
and  the  existence  of any claim or cause of action of the Employee against the
Company, whether predicated on this Agreement or otherwise, shall not constitute
a  defense  to  the  enforcement  by  the  Company  of  such  covenants.  It  is
specifically  agreed that the restriction period stated at the beginning of this
Paragraph  9,  during which the agreements and covenants of the Employee made in
this  Paragraph  9  shall be effective, shall be computed by excluding from such
computation  any time during which the Employee is in violation of any provision
of  this  Paragraph  9.

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<PAGE>

               (e)     The  Employee  acknowledges  that:  he  is  the  senior
executive employee of the Company; he is actively involved in all aspects of the
Company's  business;  and  no  other  employee  of  the  Company  is  capable of
performing  the  duties  and  responsibilities  of  the  Employee.  The Employee
further  acknowledges  that  the  amount of his compensation hereunder, has been
determined  in  consideration  of the Employee's compliance with the restrictive
covenants  contained herein.  The Employee has carefully read and considered the
provisions  of this Paragraph 9 and, having done so, agrees that the restrictive
covenants in this Paragraph 9 impose a fair and reasonable restraint on Employee
and  are  reasonably  required  to  protect the interests of the Company and its
officers, directors, employees, and stockholders.  It is further agreed that the
Company and the Employee intend that such covenants be construed and enforced in
accordance  with  the changing activities, business and locations of the Company
throughout  the  term  of  these  covenants.

          9.     CONFIDENTIAL  INFORMATION.
                 -------------------------
          The  Employee  hereby  agrees  to hold in strict confidence and not to
disclose  to  any third party any of the valuable, confidential, and proprietary
business,  financial,  technical,  economic,  sales,  and/or  other  types  of

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<PAGE>

proprietary  business  information  relating to the Company (including all trade
secrets),  in whatever form, whether oral, written, or electronic (collectively,
the  "Confidential Information"), to which the Employee has, or is given (or has
had  or  been given),access as a result of his employment by the Company.  It is
agreed  that the Confidential Information is confidential and proprietary to the
Company  because  such  Confidential Information encompasses technical know-how,
trade secrets, or technical, financial, organizational, sales, or other valuable
aspects  of  the  Company's  business  and trade, including, without limitation,
technologies,  products,  processes,  plans, clients, personnel, operations, and
business  activities.  This  restriction  shall  not  apply  to any Confidential
Information  that  (a) becomes known generally to the public through no fault of
the  Employee; (b) is required by applicable law, legal process, or any order or
mandate  of  a  court or other governmental authority to be disclosed; or (c) is
reasonably  believed by the Employee, based upon the advice of legal counsel, to
be  required  to  be  disclosed  in  defense  of  a  lawsuit  or  other legal or
administrative  action  brought against the Employee; provided, that in the case
of  clauses  (b)  or (c), the Employee shall give the Company reasonable advance

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written notice of the Confidential Information intended to be disclosed in order
to  permit  the  Company to seek a protective order or other appropriate request
for  confidential  treatment  of  the  applicable  Confidential  Information.

          10.     RETURN  OF  COMPANY  PROPERTY.
                  -----------------------------
          Promptly  upon termination of the Employee's employment for any reason
or  no  reason,  the  Employee  or  the Employee's personal representative shall
return  to  the Company (a) all Confidential Information; (b) all other records,
designs,  patents,  business  plans,  financial  statements, manuals, memoranda,
lists,  correspondence,  reports,  records,  charts,  advertising materials, and
other  data or property delivered to or compiled by the Employee by or on behalf
of  the  Company,  or its respective representatives, vendors, or customers that
pertain  to  the business of the Company, whether in paper, electronic, or other
form;  and  (c)  all  keys,  credit  cards,  vehicles, and other property of the
Company.  The  Employee  shall  not retain or cause to be retained any copies of
the  foregoing.  The  Employee  hereby agrees that all of the foregoing shall be
and  remain  the  property  of  the  Company  and be subject at all times to its
discretion  and  control.

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<PAGE>



          11.     INDEMNIFICATION.
                  ---------------
          In the event the Employee is made a party to any threatened or pending
action,  suit,  or  proceeding,  whether  civil,  criminal,  administrative,  or
investigative  (other  than  an  action  by  the  Company  against Employee, and
excluding  any  action  by  Employee against the Company), by reason of the fact
that  he  is or was performing services under this Agreement or as an officer or
director  of  the  Company,  then, to the fullest extent permitted by applicable
law,  the  Company  shall indemnify the Employee against all expenses (including
reasonable  attorneys'  fees), judgments, fines, and amounts paid in settlement,
as  actually  and  reasonably  incurred by the Employee in connection therewith;
provided,  however,  that the Company is not obligated to indemnify the Employee
for  expenses or losses attributable to his willful misconduct, gross negligence
or fraud.  Such indemnification shall continue as to the Employee even if he has
ceased to be an employee, officer, or director of the Company and shall inure to
the  benefit of his heirs and estate.  The Company shall advance to the Employee
all  reasonable  costs  and  expenses  directly  related  to the defense of such
action,  suit  or  proceeding  within  twenty  (20)  days  after written request
therefor  by  the  Employee  to  the  Company, provided, that such request shall

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<PAGE>

include  a written undertaking by Employee, in a form acceptable to the Company,
to repay such advances if it shall ultimately be determined that the Employee is
not  or was not entitled to be indemnified by the Company against such costs and
expenses.  In  the  event that both Employee and the Company are made a party to
the  same  third-party  action, complaint, suit, or proceeding, the Company will
engage  competent  legal representation, and the Employee agrees to use the same
representation;  provided,  that if counsel selected by the Company shall have a
conflict  of interest that prevents such counsel from representing the Employee,
the  Employee  may  engage  separate  counsel  and  the  Company  shall  pay all
reasonable  attorneys'  fees  of  such separate counsel.  The provisions of this
Paragraph  12  are in addition to, and not in derogation of, the indemnification
provisions  of  the Company's By-laws.  The foregoing indemnification also shall
be  applicable  to  the  Employee  in  his  capacity as an officer, director, or
representative  of  any  subsidiary  or  affiliate  of the Company, or any other
entity,  but in each case only to the extent that the Employee is serving at the
request  of  the  Board  of  Directors  of  the  Company.

          12.     ASSIGNMENT;  BINDING  EFFECT.
                  ----------------------------
          The  Employee  understands that he has been selected for employment by
the Company on the basis of his personal qualifications, experience, and skills.

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<PAGE>

The  Employee agrees, therefore, that he cannot assign all or any portion of his
performance  under  this  Agreement.  Subject  to  the  preceding sentence, this
Agreement  shall be binding upon, inure to the benefit of, and be enforceable by
the parties hereto and their respective heirs, legal representatives, successors
and  assigns.

          13.     COMPLETE  AGREEMENT;  WAIVER;  AMENDMENT.
                  ----------------------------------------
          This  Agreement  is  the  final, complete, and exclusive statement and
expression of the agreement between the Company and the Employee with respect to
the subject matter hereof and cannot be varied, contradicted, or supplemented by
evidence  of  any  prior  or  contemporaneous  oral or written agreements.  This
written  Agreement  may not be later modified except by a further writing signed
by  a  duly  authorized  officer of the Company and the Employee, and no term of
this Agreement may be waived except by a writing signed by the party waiving the
benefit  of  such  term.

          14.     NOTICE.
                  ------
          All  notices,  approvals, consents or other communications required or
permitted  hereunder,  shall  be  in  writing  and shall be sent by certified or
registered  mail,  return  receipt  requested,  with  postage  prepaid,  by hand

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delivery,  by telecopier, or by reputable overnight courier service or overnight
mail  service  as  follows:

     If  to  Company:          Meridian  USA Holdings,  Inc.
                               3350  N.W.  2nd Avenue.
                               Suite  A-28
                               Boca  Raton,  FL  33431

     To  Employee:             Mr.  Mark  Streisfeld
                               c/o Meridian USA Holdings, Inc.
                               3350 N.W. 2nd Avenue
                               Suite A-28
                               Boca Raton, FL  33431

or  such other person or address as any party shall specify by notice in writing
to  each  of the other parties.  All such notices and other communications shall
be deemed to have been duly given or made (i) when delivered by hand, (ii) three
(3)
business  days  after  being deposited in the custody of the United State Postal
Service,  postage  prepaid,  (iii)  the first business day after being placed in
overnight  courier  or  mail  service,  or  (iv)  the  first  business day after
telecopied,  receipt  acknowledged.

          15.     SEVERABILITY;  HEADINGS.
                  -----------------------
          If  any  portion of this Agreement is held invalid or inoperative, the
other portions of this Agreement shall be deemed valid and operative and, so far
as is reasonable and possible, effect shall be given to the intent manifested by
the  portion  held invalid or inoperative.  This severability provision shall be

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<PAGE>

in  addition  to,  and not in place of, the provisions of Paragraph 14(c) above.
The  paragraph  headings  herein  are  for  reference  purposes only and are not
intended in any way to describe, interpret, define or limit the extent or intent
of  this  Agreement  or  of  any  part  hereof.

          16.     EQUITABLE  REMEDY.
                  -----------------
          Because  of the difficulty of measuring economic losses to the Company
as  a result of a breach of the restrictive covenants set forth in Paragraphs 9,
10  and  11  and  because  of the immediate and irreparable damage that would be
caused  to  the  Company  for  which  monetary damages would not be a sufficient
remedy,  it  is hereby agreed that in addition to all other remedies that may be
available  to  the Company at law or in equity, the Company shall be entitled to
specific  performance  and  any injunctive or other equitable relief as a remedy
for any breach or threatened breach of the aforementioned restrictive covenants.
In  any  action  or  proceeding  brought  to enforce Paragraphs 9, 10 or 11, the
non-prevailing  party  shall  pay  all costs and attorneys' fees incurred by the
prevailing  party  in  connection  with  such  action  or  proceeding.

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          17.     GOVERNING  LAW.
                  --------------
          This  Agreement  shall  in  all respects be construed according to the
laws  of  Florida,  without  regard  to  its  conflict  of  laws  principles.

<PAGE>
          IN  WITNESS  WHEREOF, the parties hereto have caused this Agreement to
be  duly  executed  in  January  2000.

MERIDIAN  HOLDINGS,  INC.

By:   /s/  Alan  Posner
      -----------------
Name:  Alan  Posner
       ------------
Title:Chief  Executive Officer and Secretary
      --------------------------------------

OLD  FASHIONED  SYRUP  CO.,  INC.

By:   /s/  Alan  Posner
      -----------------
Name:  Alan  Posner
       ------------
Title:Chief  Executive Officer and Secretary
      --------------------------------------

CHAMPIONLYTE,  INC.

By:   /s/  Alan  Posner
      -----------------
Name:  Alan  Posner
       ------------
Title:Chief  Executive Officer and Secretary
      --------------------------------------

     EMPLOYEE:

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

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