$500,000

                                 LOAN AGREEMENT

                            Dated as of May 11, 2000

                                     Between

                           MERIDIAN USA HOLDINGS, INC.

                                  as Borrower,

                               U.S. BANCORP LIBRA,

                   a division of U.S. Bancorp Investments, Inc.

                                    as Lender




<PAGE>

                                     1



                                 LOAN AGREEMENT
     LOAN  AGREEMENT  dated  as  of  May  11,  2000  (this "Agreement"), between
Meridian USA Holdings, Inc. (the "Borrower"), and U.S. Bancorp Libra, a division
of  U.S.  Bancorp  Investments,  Inc.  (the  "Lender").

The  Borrower  has requested that the Lender lend to the Borrower $500,000 to be
used  for  marketing,  product  development, working capital and other corporate
uses.  The  Lender has agreed to lend such amount to the Borrower subject to the
terms  and  conditions  set  forth  in  this  Agreement.

     Accordingly,  in  consideration of the premises and of the mutual covenants
and  agreements  contained  herein,  the parties hereto hereby agree as follows:

                                    ARTICLE 1

                          AMOUNT AND TERMS OF THE LOAN

     SECTION  1.01.  The  Loan.  The  Lender agrees, on the terms and conditions
hereinafter  set  forth,  to  make  to the Borrower on the date hereof, a single
loan, in an amount equal to $500,000.   Amounts borrowed under this Section 1.01
and  repaid  or  prepaid  may  not  be  reborrowed.

SECTION  1.02.     Repayment.  The  Borrower  agrees  to repay to the Lender the
aggregate  outstanding  principal  amount  of the Loan on November 12, 2000 (the
"Maturity  Date"),  together  with all other amounts in respect of the Loan then
owing  to  the  Lender  (whether  for accrued and unpaid interest, fees or other
amounts).

SECTION  1.03.     Interest  and  Fees.

     (a)     Interest.  The Borrower agrees to pay to the Lender interest on the
unpaid  principal  amount  of  the  Loan  as  set  forth  in  the  Note.

(b)     Default Interest.  The Borrower agrees to pay, on demand (i) interest on
the  unpaid  principal amount of the Note during any period from the date hereof
to  the  Maturity Date for the Note at the rate set forth therein and (ii) after
the  occurrence  and during the continuance of an Event of Default, (A) interest
on  the  unpaid  principal amount of the Note at the rate per annum set forth in
the Note plus 2.0% per annum and (B) interest on the amount of any interest, fee
or  other  amount other than principal of the Note payable hereunder that is not
paid when due, from the date such amount shall be due until such amount shall be
paid  in  full,  at  a  rate per annum equal to the non-default rate of interest
required  to  be  paid  on  the  unpaid principal amount of the Note during such
period  plus  2.0%  per  annum.

(c)     Lender  Fees.  The  Borrower  agrees  to  pay  to the Lender on the date
hereof  a fee in an amount equal to $25,000, which fee shall be deemed earned on
the  date  hereof  and  non-refundable.

     SECTION  1.04.     Prepayments  of  the  Note.

     (a)     Voluntary  Prepayment.    The  Borrower  may  at  any time, upon at
least five days' prior notice to the Lender, prepay or redeem the Loan, in whole
or  in  part,  at  a  price  equal  to  100%  of the principal amount prepaid or
redeemed,  together  with  accrued  and  unpaid  interest thereon to the date of
prepayment  or  redemption, provided that each partial prepayment shall be in an
aggregate  principal  amount  of  $50,000  or an integral multiple of $25,000 in
excess  thereof.

     (b)     Mandatory  Prepayment.

     (i)     Upon  the  consummation of the Loan Refinancing, the Borrower shall
prepay  the  Note in an amount equal to the then outstanding principal amount of
the  Note  together  with accrued interest to the date of such prepayment on the
principal  amount  prepaid  and all fees, expenses and other payments due to the
Lender  hereunder  (the  "Refinancing  Amount").

(ii)     Upon  receipt  by  the  Borrower  or any of its Subsidiaries of the Net
Proceeds  from  the  issuance  or  incurrence  by  the  Borrower  or  any of its
Subsidiaries  of  any Indebtedness the Borrower shall prepay outstanding Note in
an  amount  equal to the lesser of (A) 100% of the aggregate principal amount of
the  Note  outstanding on the date of such prepayment and (B) the amount of such
Net  Proceeds,  in  either  case  plus  all  accrued  and unpaid interest on the
principal  amount  of the Note so prepaid to the date of such prepayment and all
fees,  expenses  and  other payments due and payable to Lender hereunder on such
date.

(iii)     Upon  receipt  by the Borrower or any of its Subsidiaries prior to the
Maturity  Date  of the Net Proceeds from the issuance or sale by the Borrower or
any  of  its Subsidiaries of any Equity Interests of any such Person or from any
capital contribution received by the Borrower from any Person or received by any
Subsidiary  of  the  Borrower  from  any  Person,  the  Borrower  shall  prepay
outstanding  Note  in an amount equal to the lesser of (A) 100% of the aggregate
principal  amount of all Note outstanding on the date of such prepayment and (B)
the  amount  of  such  Net  Proceeds, in either case plus all accrued and unpaid
interest  on  the  principal  amount  of the Note so prepaid to the date of such
prepayment  and  all  fees,  expenses  and other payments due and payable to the
holders  of  the  Note  hereunder.

(iv)     Upon  receipt  by  the Borrower or any of its Subsidiaries prior to the
Maturity Date for the Bridge Note of the Net Proceeds from any Asset Sale (other
than  Asset  Sales  permitted under clauses Section 3.02(i)), the Borrower shall
prepay  outstanding  Note  in  an  amount equal to the lesser of (A) 100% of the
aggregate  principal  amount  of  all  Note  outstanding  on  the  date  of such
prepayment  and  (B)  the  amount  of  such  Net  Proceeds.

     SECTION  1.05.     Payments  and Computations.  (a) The Borrower shall make
each  payment  hereunder  and under the Note not later than 11:00 a.m. (New York
City  time)  on  the  day  when  due  to  the  Lender at the Lender's account in
immediately  available  funds.

     (b)     All  computations  of interest and fees shall be made by the Lender
on  the  basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which  such  interest  or  fees  are  payable.

(c)     Whenever  any  payment hereunder or under the Note shall be stated to be
due  on  a day other than a Business Day, such payment shall be made on the next
succeeding  Business  Day,  and  such  extension  of  time shall in each case be
included  in  the computation of payment of interest or any fee, as the case may
be.

(d)     To  the  fullest  extent  permitted  by law, the Borrower shall make all
payments hereunder and under the Note regardless of any defense or counterclaim,
including,  without  limitation,  any  defense or counterclaim based on any law,
rule  or  policy  which  is  now  or  hereafter  promulgated by any Governmental
Authority  and  which  may adversely affect the Borrower' obligation to make, or
the  right  of  the  holder  of  any  Note, as the case may be, to receive, such
payments.

     SECTION 1.06.     Use of Proceeds.  Subject to the terms of this Agreement,
the  proceeds  of  the Loan shall be used by the Borrower for marketing, product
development,  working  capital  and  other  general  corporate  uses.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

     SECTION  2.01.  Representations  and  Warranties.  The  Borrower  hereby
represents  and  warrants  as  follows:

     (a)     Organization;  Power  and  Authority.  The  Borrower  (i)  is  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of the
jurisdiction of its organization, (ii) is duly qualified and in good standing in
each  other  jurisdiction  in  which  it owns or leases property or in which the
conduct  of  its  business requires it to so qualify or be licensed except where
the  failure  to  so  qualify or be licensed could not reasonably be expected to
have  a Material Adverse Effect, and (iii) has all requisite power and authority
to  own  or lease and operate its properties and to carry on its business as now
conducted  and  as  proposed  to  be  conducted.  For purposes hereof, "Material
Adverse  Effect"  means a material adverse effect on (i) the business, condition
(financial  or  otherwise),  operations,  performance,  properties,  assets,
liabilities or prospects of the Borrower, or (ii) the rights and remedies of the
Lender  under  this  Agreement  or  the  Note.

(b)     Authorization,  Enforceability, Etc.  The execution and delivery of this
Agreement  and  the Note by the Borrower, the performance by the Borrower of its
obligations hereunder and thereunder and the consummation by the Borrower of the
transactions  contemplated  hereby  have  been  duly authorized by all necessary
action.  Each  of  this  Agreement  and  the  Note  has  been  duly executed and
delivered  by the Borrower and constitutes a legal, valid and binding obligation
of  the  Borrower enforceable against the Borrower in accordance with its terms,
subject  to the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium  or similar laws affecting creditors' rights generally and subject to
the  effect  of  general  principles  of  equity  (regardless  of  whether  such
enforceability  is  considered  in  a  proceeding  in  equity  or  at  law).

(c)     Authorization;  Compliance  with  Law  and  Other Instruments, Etc.  The
execution,  delivery  and  performance by the Borrower of this Agreement and the
Note,  and the consummation of the transactions contemplated hereby and thereby,
are  within  the  Borrower's  powers,  and do not (i) contravene such Borrower's
charter  documents  and  bylaws,  (ii) violate any law, rule, regulation, order,
writ,  judgment, injunction, decree, determination or award, (iii) conflict with
or  result  in  the breach of, or constitute a default under, any contract, loan
agreement, indenture, mortgage, deed of trust, lease or other instrument binding
on  or affecting the Borrower or any of its property or assets or (iv) result in
or  require  the  creation or imposition of any lien upon or with respect to any
property  or  assets  of  any Borrower.  The Borrower is not in violation of any
such  law,  rule,  regulation,  order,  writ,  judgment,  injunction,  decree,
determination  or  award  or  in  breach  of  any such contract, loan agreement,
indenture,  mortgage, deed of trust, lease or other instrument, the violation or
breach  of which could reasonably be expected to have a Material Adverse Effect.

(d)     Governmental Authorizations, Etc.  No authorization or approval or other
action  by,  and  no notice to or filing with, any governmental authority or any
other  person  is required for (i) the due execution, delivery or performance of
this  Agreement  or  the  Note  or for the legality, validity, binding effect or
enforceability  thereof, or for the consummation of any transaction contemplated
thereby, or (ii) the exercise by the Lender of its rights hereunder or under the
Notes.

     (e)     Financial  Statements.

     (i)     The  consolidated  balance  sheets  of  the  Borrower  and  its
Subsidiaries  as  of  December  31,  1999 and December 31, 1998, and the related
consolidated  statements  of  operations, stockholders' equity and cash flows of
the  Borrower  and its Subsidiaries for the fiscal years ended December 31, 1999
and December 31, 1998, in each case including the Note and schedules thereto and
accompanied  by  an  opinion  of Feldman Sherb Horowitz & Co., P.C., independent
certified public accountants of the Borrower, and the consolidated balance sheet
of  the  Borrower  and  its  Subsidiaries  as  of March 31, 2000 and the related
statements  of  operations,  stockholders' equity and cash flows of the Borrower
and  its  Subsidiaries  for the three-month period ended on such date, copies of
which  have  been  furnished  to  the  Lender,  present  fairly the consolidated
financial  condition  of  the Borrower and its Subsidiaries as at such dates and
the  consolidated  results  of operations and cash flows of the Borrower and its
Subsidiaries  for  the respective periods ended on such dates in accordance with
GAAP  applied  consistently  throughout the period involved, subject to year-end
audit  adjustments  and  the  absence  of footNote in the case of such unaudited
statements.

     (ii)     There  are no liabilities or obligations of the Borrower or any of
its  Subsidiaries  of  any nature whatsoever (including Indebtedness and whether
absolute, contingent, accrued or otherwise and whether or not due), that, either
individually or in the aggregate, could reasonably be expected to be material to
the  Borrower  or  any  of  its  Subsidiaries,  except for those liabilities and
obligations  that are fully disclosed in the financial statements referred to in
subsection  (i)  above.

     (iii)     Since  December  31,  1999,  there  has  been no Material Adverse
Change  with respect to the Borrower and its Subsidiaries taken as a whole.  For
the  purpose hereof, "Material Adverse Change" means any material adverse change
in  the  business,  condition (financial or otherwise), operations, performance,
properties,  assets,  liabilities  or  prospects  of  a  Person.

     (f)     Litigation.  There is no action, suit, investigation, litigation or
proceeding  pending  or,  to  the Borrower' knowledge, threatened, affecting the
Borrower  before  any court, Governmental Authority or arbitrator that (i) could
reasonably  be  expected  to  have a Material Adverse Effect or (ii) purports to
adversely  affect the transactions contemplated hereby or the legality, validity
or  enforceability  of  this  Agreement  or  the  Note.

(g)     Licenses,  Permits, Etc.  Each of the Borrower and its Subsidiaries owns
or  possesses all of the licenses, permits, franchises, authorizations, consents
and  approvals,  and  owns  or  has  the  legal right to use all of the patents,
copyrights, service marks, trademarks and trade names (or other rights thereto),
that  are necessary to conduct its businesses as presently conducted or proposed
to  be  conducted,  without  known conflict with the rights of any other Person,
except  where  and to the extent that the failure to so own, possess or have the
legal right to use such licenses, permits, franchises, authorizations, consents,
approvals,  patents, copyrights, service marks, trademarks, trade names or other
rights,  either  individually  or  in  the  aggregate,  could  not reasonably be
expected  to  have  a  Material  Adverse  Effect.

     (h)     Taxes.  The  Borrower  and  each  of  its Subsidiaries has filed or
caused  to  be  filed  all material tax returns and reports that are required to
have  been filed in any jurisdiction, and has paid all taxes shown to be due and
payable  on  such  returns  and  all  taxes  shown  to be due and payable on any
assessments  of  which  such  Person  has  received  notice and all other taxes,
assessments,  levies, fees and other governmental charges imposed upon it or its
Subsidiaries,  or its property, assets, income or franchises, to the extent such
taxes,  assessments,  levies, fees and other charges have become due and payable
and  before  they have become delinquent, except for taxes, assessments, levies,
fees  or other governmental charges (x) the amount, applicability or validity of
which is being contested in good faith and by appropriate proceedings diligently
conducted  and  with  respect  to  which such Person has established reserves in
accordance  with  GAAP or (y) the non-payment of which would not have a Material
Adverse  Effect.

     (i)     Compliance  with Laws. The Borrower and each of its Subsidiaries is
in  compliance with all applicable statutes, laws, ordinances, rules, orders and
regulations  of  any  Governmental Authority in all jurisdictions in which it is
presently  doing  business,  other than those the noncompliance with which could
not (individually or in the aggregate) reasonably be expected to have a Material
Adverse  Effect.

(j)     Insurance.  The  Borrower  and  each  of  its Subsidiaries carries or is
entitled to the benefits of insurance in such amounts and covering such risks as
is  reasonably  sufficient  under  the  circumstances  and  is  consistent  with
comparable  businesses,  and  all  such  insurance  is in full force and effect,
except  when  the failure of such insurance to be in full force and effect could
not  reasonably  be  expected  to  have  a  Material  Adverse  Effect.

(k)     Disclosure.  All of the information furnished in writing by or on behalf
of  the  Borrower  or  any  of  its Subsidiaries to the Lender pursuant to or in
connection  with  the  transactions  contemplated,  and  all  of the information
contained  in  documents filed with the Securities and Exchange Commission by or
on  behalf  of the Borrower and its Subsidiaries, taken as a whole, are complete
in  all  material  respects  as  of  the  date  on which such information was so
provided,  and  all  such  information,  taken  as a whole, does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements therein, in light of the circumstances under which any
such  statements  were  made,  not  misleading.

(l)     Broker's  Fees.  Except  for  fees  payable  to the Lender hereunder, no
broker's  or  finder's  fee,  commission, or similar compensation or commissions
have  been  paid  or  will be payable by the Borrower or any of its Subsidiaries
with  respect  to  the  transactions  contemplated  hereby.

                                   ARTICLE III

                                    COVENANTS

     SECTION 3.01.     Affirmative Covenants.  The Borrower covenants and agrees
that,  so  long  as  any  amount  is  owing  to  the Lender or any Obligation is
outstanding under the Note or hereunder, the Borrower shall and shall cause each
of  its  Subsidiaries  to:

(a)     Compliance  with  Laws,  Etc.  Comply  with  all  laws,  rules,
regulations  and orders to which it or any of its property or assets is subject,
and  obtain,  comply  with  and  maintain  any  and  all  licenses,  approvals,
notifications,  registrations  or  permits  required  by  such  laws,  rules,
regulations and orders, except to the extent that such failure to comply, either
individually  or  in  the  aggregate  could not reasonably be expected to have a
Material  Adverse  Effect.

(b)     Payment  of  Taxes, Etc.  Pay and discharge before the same shall become
delinquent,  (i)  all  material  taxes,  assessments and governmental charges or
levies  imposed  upon  it  or  upon its property or assets and (ii) all material
lawful claims that, if unpaid, might become a lien upon its property and assets;
provided,  however,  that neither the Borrower nor any of its Subsidiaries shall
be  required  to  pay or discharge any such tax, assessment, charge or claim (i)
that  is  being contested in good faith and by proper proceedings and (ii) as to
which  appropriate  reserves  are  being  maintained.

(c)     Maintenance  of  Insurance.  Maintain  insurance with financially sound,
responsible  and  reputable  insurance companies or associations in such amounts
and  covering  such  risks as is usually carried by companies engaged in similar
businesses  and owning similar properties in the same general areas in which the
Borrower  or  such  Subsidiary  operates.

(d)     Preservation  of  Existence,  Etc.  Preserve and maintain its existence,
legal  structure, legal name, rights (charter and statutory), permits, licenses,
approvals,  privileges  and  franchises;  provided,  however,  that  neither the
Borrower  nor  any  of its Subsidiaries shall be required to preserve any right,
permit,  license,  approval, privilege or franchise if the board of directors of
the Borrower or such Subsidiary shall determine that the preservation thereof is
no  longer  desirable  in  the  conduct  of the business of the Borrower or such
Subsidiary, as the case may be, and that the loss thereof is not disadvantageous
in  any  material  respect  to  the  Borrower,  such  Subsidiary  or the Lender.

(e)     Visitation Rights.  From time to time, upon reasonable notice and, prior
to  the  occurrence  and  during  the  continuance  of  a Default, during normal
business  hours,  permit  the  Lender  or  any  of  the Lenders or any agents or
representatives  thereof,  to  examine and make copies of and abstracts from the
records  and books of account of, and visit the offices of, the Borrower and any
of  its  Subsidiaries,  and to discuss the affairs, finances and accounts of the
Borrower and any of its Subsidiaries with any of their officers or directors and
with  their  independent  certified  public  accountants.

(f)     Keeping  of  Books.  Keep  proper  books of record and account, in which
full  and  correct  entries  shall be made of all financial transactions and the
assets  and business of the Borrower and each such Subsidiary in accordance with
GAAP.

(g)     Maintenance of Properties, Etc.  Maintain and preserve all of its assets
and  properties that are reasonably necessary for the conduct of its business in
good  working  order  and  condition,  ordinary  wear  and  tear  excepted.
(h)     Reporting  Requirements.  Furnish  to  the  Lender:

     (i)     as  soon  as  possible  and  in  any event within five days after a
senior  officer  of the Borrower or any of its Subsidiaries obtains knowledge of
the  occurrence  of  any  Default, Event of Default or any event, development or
occurrence  which could reasonably be expected to have a Material Adverse Effect
continuing on the date of such statement, a statement of a senior officer of the
Borrower setting forth details of such Default, event, development or occurrence
and  the  action  that  the  Borrower and each of its Subsidiaries has taken and
proposes  to  take  with  respect  thereto;

       (ii)   promptly  after the sending or filing thereof, copies of all proxy
statements,  financial  statements  and  reports that the Borrower or any of its
Subsidiaries  sends to its stockholders, and copies of all regular, periodic and
special  reports,  and  all registration statements, that the Borrower or any of
its  Subsidiaries  files  with  the  Securities  and  Exchange Commission or any
Governmental  Authority  that  may be substituted therefor, or with any national
securities  exchange;

       (iii)   any other information with  respect  to the  financial condition,
business  and  property  of the Borrower and its Subsidiaries, as any Lender may
from  time  to  time  reasonably  request.

        (i)   Loan  Refinancing. Prior to the Maturity Date of the Note, use its
best  efforts  to  effect  an  offering and sale of equity securities (the "Loan
Refinancing") for the purpose of refinancing the aggregate outstanding principal
of  the  Note  and  paying  interest  accrued  thereon  and  all fees, expenses,
commissions  and  other  amounts  payable  by  the  Borrower  hereunder  and  in
connection  with  the  Loan  Refinancing.

     SECTION  3.02.     Negative  Covenants.  The  Borrower covenants and agrees
that,  so  long  as  any  amount  is  owing  to  the Lender or any Obligation is
outstanding  under  the  Note  or  hereunder,, the Borrower shall not, and shall
cause  its  Subsidiaries  not  to,  directly  or  indirectly:

     (a)     Limitations  on  Indebtedness.  Create,  incur,  issue,  assume,
guarantee or suffer to exist, or otherwise become directly or indirectly liable,
contingently  or  otherwise,  with  respect to, any Indebtedness other than: (i)
Indebtedness  of the Borrower and its Subsidiaries hereunder;  (ii) Indebtedness
of  the Borrower or its Subsidiaries in respect of performance bonds, bid bonds,
appeal  bonds, surety bonds and similar obligations and trade-related letters of
credit, in each case provided in the ordinary course of business and in no event
in excess of $100,000 at any one time outstanding for all such Indebtedness; and
(iii)  Indebtedness  arising  from  the  honoring  by  a bank or other financial
institution  of  a check, draft or similar instrument drawn against insufficient
funds  in  the  ordinary  course  of  business.

     (b)     Limitations on Fundamental Changes, Asset Sales, Acquisitions, Etc.
Wind  up,  liquidate  or  dissolve  itself  (or  suffer  any  liquidation  or
dissolution),  enter  into  any  transaction  of  merger  or  consolidation  or
consolidate  or  merge,  or  sell,  assign, transfer, lease, convey or otherwise
dispose  of, whether in one transaction or a series of related transactions, all
or  substantially  all of its business, property or assets, whether now owned or
hereafter  acquired  (or  agree  to  do  any  of  the foregoing), or purchase or
otherwise  acquire  whether  in  one  transaction  or  a  series  of  related
transactions,  any  part  of  the business, property or assets of any Person (or
agree  to  do  any  of  the  foregoing),  except  that:

     (i)     the  Borrower  and  its  Subsidiaries  may  sell  their  respective
inventory  in  the  ordinary  course  of  business;
(ii)     the  Borrower  and its Subsidiaries may sell, lease, sublease, transfer
or  otherwise  dispose  of  any obsolete, worn out or surplus property or assets
thereof  that  are  no  longer  useful  in  the conduct of the Borrower's or the
applicable  Subsidiary's  business,  at  the  fair  market  value  thereof  (as
determined  in  good faith by the Borrower ) and for cash; provided that the Net
Proceeds from each such sale, lease, sublease, transfer or other disposition are
applied  to  the  prepayment  of  the  Note to the extent required under, and in
accordance  with  the  terms  hereof;  and
(iii)     the  Borrower  and  its Subsidiaries may purchase or otherwise acquire
inventory,  materials, equipment and intangible assets in the ordinary course of
business.

     (c)     Limitations  on  Restricted  Payments.  (i)  Declare  or  pay  any
dividend  or make any other payment or distribution on account of the Borrower's
or  any  of  its Subsidiaries' Equity Interests, or allow its Subsidiaries so to
do,  other  than  dividends  or  other  payments or distributions payable to the
Borrower;  (ii)  purchase,  redeem  or otherwise acquire or retire for value any
Equity  Interests  of  the  Borrower  or any of its Subsidiaries; (iii) make any
Investment  (other  than  an  Investment permitted by Section 3.02(f)) (all such
payments  and  other  actions set forth in clauses (i) through (iii) above being
collectively  referred  to  as  "Restricted  Payments").

(d)     Limitations  on Sale-Leaseback Transactions.  Become liable as lessee or
as  a guarantor or surety with respect to any lease of any property, whether now
owned  or  hereafter  acquired, that the Borrower or any of its Subsidiaries, as
the  case  may  be,  has  sold  or  transferred  or  is to sell or transfer in a
transaction  with  such  assumption  of  liability  to  any  other  Person.

(e)     Limitations  on  Investments,  Etc.  Make or commit or agree to make any
Investment,  except that:  (i) the Borrower and its Subsidiaries may acquire and
hold  accounts  receivable  owing  to  any  of  them;  (ii) the Borrower and its
Subsidiaries  may  acquire  and  hold  cash  and Cash Equivalents; and (iii) the
Borrower  and  its  Subsidiaries  may  maintain Investments existing on the date
hereof;  and  (iv)  the Borrower and its Subsidiaries may make Investments in an
aggregate  amount  not  to  exceed  $50,000.

(f)     Limitations  on Issuances and Sales of Equity Interests in Subsidiaries.

(i)  Transfer,  convey, sell, lease or otherwise dispose of any Equity Interests
in  any  Subsidiary of the Borrower to any Person, or (ii) permit any Subsidiary
of  the  Borrower to issue any of its Equity Interests  to any Person other than
to  the  Borrower.

(g)     Limitations  on  Transactions with Affiliates.  Sell, lease, transfer or
otherwise  dispose of any of its property or assets, or purchase any property or
assets,  or  enter  into  or make or amend any transaction, contract, agreement,
understanding,  loan,  advance  or  guarantee  with,  or for the benefit of, any
Affiliate  (each  of the foregoing actions, considered separately, an "Affiliate
Transaction"),  unless  (i)  such  Affiliate Transaction is on terms that are no
less  favorable to the Borrower or the relevant Subsidiary than those that would
have  been  obtained  in  a  comparable  transaction  by  the  Borrower  or such
Subsidiary with an unrelated Person and (ii) the Borrower delivers to the Lender
(A)  with  respect  to  any Affiliate Transaction or series of related Affiliate
Transactions  involving  aggregate  consideration  in  excess  of  $25,000,  a
resolution  of  the  board  of  directors  of  the Borrower certifying that such
Affiliate  Transaction  complies  with  clause (i) above and that such Affiliate
Transaction  has been approved by a majority of the disinterested members of the
board  of  directors  of  such  Borrower  or, if there are no such disinterested
members,  unanimously by all members of the board of directors of such Borrower,
and (B) with respect to any Affiliate Transaction or series of related Affiliate
Transactions  involving aggregate consideration in excess of $50,000, an opinion
as  to  the  fairness  to  the  Borrower  or  such  Subsidiary of such Affiliate
Transaction  from a financial point of view issued by an unaffiliated nationally
recognized  accounting,  appraisal  or  investment  banking  firm.

     (h)     Limitations  on  Changes in Nature of Business.  Engage, as a major
line  of  business,  in  any  line  or lines of business activity other than the
business  activities  in which they are engaged on the date hereof or a business
reasonably  related  or  incidental  thereto.

                                   ARTICLE IV

                                   DEFINITIONS

     SECTION 1.01.     Definitions.  As used in this Agreement, the following
terms  shall  have  the  following  meanings:

"Affiliate"  means,  as  to  any  Person,  any  other  Person  that  directly or
indirectly through one or more intermediaries, controls, is controlled by, or is
under  common  control  with,  such  Person.  For  purposes  of this definition,
"control"  of  a  Person  means the power, directly or indirectly, either to (i)
vote  10%  or  more  of  the  Capital Stock having ordinary voting power for the
election  of  directors (or Persons performing similar functions) of such Person
or  (ii)  direct  or  cause the direction of the management and policies of such
Person  whether  by  contract  or  otherwise.

"Asset  Sale"  means  the  sale,  lease,  conveyance or other disposition by the
Borrower  or any of its Subsidiaries of (i) any Equity Interests of a Subsidiary
of  the  Borrower  or  (ii) any property or assets of the Borrower or any of its
Subsidiaries.

"Bankruptcy  Code"  means  the  Bankruptcy Reform Act of 1978, as heretofore and
hereafter  amended,  and  codified  as  11  U.S.C.  Section  101,  et  seq.

"Borrower"  has  the  meaning  specified  in  the  recitals  to  this Agreement.

"Business  Day"  means  a  day  of  the  year on which banks are not required or
authorized  by  law  to  close  in  New  York  City.

"Capital Stock" means (i) in the case of a corporation, corporate stock, (ii) in
the  case  of  a  partnership or limited liability company, partnership (whether
general  or limited) or membership interests, and (iii) in the case of any other
entity,  any  and  all  shares,  interests,  participations,  rights  or  other
equivalents  (however  designated)  that  confer  on  the holder of such shares,
interests, participations, rights or equivalents the right to receive a share of
the  profits  and  losses  of,  or  distributions  of  assets  of,  such entity.

"Capitalized Lease" means any lease of (or other arrangement conveying the right
to  use)  real or personal property, or a combination thereof, which obligations
are required to be classified and accounted for as capital leases on the balance
sheet  of  such  Person  under  GAAP.

"Capitalized  Lease  Obligations" means, with respect to any Person, obligations
of  such Person under Capitalized Leases and, for purposes hereof, the amount of
any  such  obligation  shall  be  the  capitalized  amount thereof determined in
accordance  with  GAAP.

"Cash  Equivalents"  means  (i) United States dollars, (ii) securities issued or
directly  and fully guaranteed or insured by the United States government or any
agency  or  instrumentality  thereof having maturities of not more than one year
from  the  date of acquisition, (iii) certificates of deposit with maturities of
one  year  or  less  from  the  date  of  acquisition, bankers' acceptances with
maturities not exceeding one year and overnight bank deposits, in each case with
any  domestic  commercial  bank  having  capital  and  surplus  in  excess  of
$500,000,000  and  rated  "P-1" or better by Moody's and "A-1" or better by S&P,
(iv)  commercial  paper  having  one  of the two highest ratings obtainable from
Moody's  or  S&P, and in each case maturing within nine months after the date of
acquisition, and (vi) money market funds, the portfolios of which are limited to
investments  described  in  clauses  (i)  through  (iv)  above.

"Change  of Control" means any "person" or "group" (as such terms are defined in
Section  13(d)(3)  of  the  Securities  Exchange Act of 1934, as amended), shall
become  the  owner, directly or indirectly, beneficially or of record, of shares
representing  more  than  35%  of  the  Voting  Stock  of  the  Borrower.

"Code"  means  the  Internal  Revenue  Code  of  1986,  as  amended.

"Contingent  Obligation"  means, as to any Person, any obligation of such Person
guaranteeing  or  intended  to  guarantee any Indebtedness, leases, dividends or
other  obligations  ("primary  obligations")  of  any other Person (the "primary
obligor")  in  any  manner,  whether  directly or indirectly, including, without
limitation,  (i)  the  direct or indirect guarantee, endorsement (other than for
collection  or  deposit  in  the  ordinary  course  of  business),  co-making,
discounting with recourse or sale with recourse by such Person of the obligation
of  a  primary  obligor,  (ii)  any  obligation  of  such Person, whether or not
contingent,  (A)  to  purchase  any  such  primary  obligation  or  any property
constituting  direct  or  indirect  security  therefor, (B) to advance or supply
funds  (1)  for the purchase or payment of any such primary obligation or (2) to
maintain  working  capital or equity capital of the primary obligor or otherwise
to  maintain  the  net worth or solvency of the primary obligor, (C) to purchase
property,  assets,  securities or services primarily for the purpose of assuring
the  owner  of any such primary obligation of the ability of the primary obligor
to  make  payment  of such primary obligation or (D) otherwise to assure or hold
harmless  the holder of such primary obligation against loss in respect thereof;
provided,  however,  that the term "Contingent Obligation" shall not include any
products  warranties  extended  in  the  ordinary  course  of  business.

"Default" means any event or condition that would constitute an Event of Default
but  for  the  requirement  that  notice  be  given  or  time  elapse  or  both.

"Equity Interests" means Capital Stock and all warrants, options or other rights
to  acquire  such  Capital  Stock  (but  excluding  any  debt  security  that is
convertible  into,  or  exchangeable  for,  such  Capital  Stock).

"GAAP"  means generally accepted accounting principles set forth in the opinions
and  pronouncements of the Accounting Principles Board of the American Institute
of  Certified  Public  Accountants  and  statements  and  pronouncements  of the
Financial  Accounting  Standards  Board.

"Governmental  Authority"  means  any government or political subdivision or any
agency, authority, board, department or instrumentality of either, or any court,
tribunal, grand jury or arbitrator, in each case whether foreign or domestic, or
any  entity  exercising  executive,  legislative,  judicial,  regulatory  or
administrative  functions  of  or  pertaining  to  government.

"Indebtedness"  means,  with respect to any Person, (i) any indebtedness of such
Person,  whether or not contingent, in respect of borrowed money or evidenced by
bonds,  Note,  debentures  or  similar  instruments  or  letters  of  credit (or
reimbursement  agreements  in  respect  thereof)  or  banker's  acceptances  or
representing Capitalized Lease Obligations or the unpaid deferred balance of the
purchase  price  of  any  property,  except any such balance that constitutes an
accrued  expense  or  trade  payable,  if and to the extent any of the foregoing
indebtedness (other than letters of credit or banker's acceptances) would appear
as  a  liability upon a balance sheet of such Person prepared in accordance with
GAAP,  (ii)  all  indebtedness  of  others  secured by a lien on any property or
assets  of  such  Person,  whether  or  not such indebtedness is assumed by such
Person (provided, that if such Person has not assumed or otherwise become liable
with respect to such Indebtedness, such Indebtedness shall be deemed to be in an
amount  equal  to  the  lesser of the fair market value of the Property to which
such  lien  relates,  as determined in good faith by such Person, and the stated
amount  of  such Indebtedness), (iv) all obligations of such Person with respect
to  the  redemption,  repayment  or  other  repurchase of any Capital Stock (but
excluding  any accrued dividends thereon), and (v) all Contingent Obligations of
such  Person.

"Interest  Period"  has  the  meaning  specified  in  the  Note.

"Investments"  means, with respect to any Person, all investments by such Person
in other Persons (including Affiliates) in the forms of direct or indirect loans
(including Contingent Obligations), advances or capital contributions (excluding
commission,  travel  and  similar advances to officers and employees made in the
ordinary  course of business), purchases or other acquisitions for consideration
of  Indebtedness  of  another  Person,  Equity  Interests  or  other securities,
together  with  all  items  that  are or would be classified as investments on a
balance  sheet  prepared  in  accordance  with  GAAP.

"Loan"  means  the  loans  evidenced  by  the Note issued to the Lender pursuant
hereto.

"Net  Proceeds"  means, with respect to the issuance or incurrence by any Person
of  any  Indebtedness or the sale or issuance by any Person of any of its Equity
Interests  or any Asset Sale (including, without limitation, any Cash Equivalent
received  upon  the  sale or other disposition of or realization on any non-cash
consideration  received  in  any  Asset Sale), as the case may be, the aggregate
Cash  Equivalent  proceeds  received by the Borrower or any of its Subsidiaries,
net  of  (i)  the  direct costs relating thereto (including, without limitation,
legal,  accounting  and  investment banking fees, recording fees, title transfer
fees,  appraisal  fees  and sales commissions) incurred as a result thereof, and
(ii)  taxes  paid or payable, in the good faith estimation of the Borrower, as a
result  thereof  (after  taking  into  account  any  available  tax  credits  or
deductions  and  any  tax  sharing  arrangements).

"  Note"  means  the promissory note of the Borrower payable to the order of the
Lender  (or  its  nominee),  substantially  in  the  form of Exhibit A-1 hereto,
evidencing  the  aggregate  Indebtedness  of  the  Borrower  to  the  Lender.

"Obligations"  means  all  amounts  owing to the Lender pursuant to the terms of
this  Agreement  or  the  Note.

"Person"  means  any  individual,  corporation,  partnership,  joint  venture,
association,  joint  stock  company,  limited  liability  company,  trust,
unincorporated  organization,  government or any agency or political subdivision
thereof  or  any  other  entity.

"Subsidiary" means, with respect to any Person at any time, (i) any corporation,
association  or other business entity of which more than 50% of the total voting
power  of  shares of Capital Stock entitled (without regard to the occurrence of
any  contingency)  to  vote  in  the election of directors, managers or trustees
thereof  is  at  such  time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of such Person (or a combination
thereof)  and  (ii)  any  partnership  or limited liability company (A) the sole
general  partner  or the managing general partner or managing member of which is
such  Person  or  a  Subsidiary of such Person, (B) the only general partners or
managing  members  of  which are such Person or one or more Subsidiaries of such
Person  (or  any  combination  thereof)  or  (C)  of  which more than 50% of the
interest  in  the  capital  or  profits  of such Person is at such time owned or
controlled,  directly  or indirectly, by such Person or one or more of the other
Subsidiaries  of  such  Person  (or  a  combination  thereof).

"Voting  Stock"  of  any  Person  as of any date means the Capital Stock of such
Person  that  is  at  the time entitled to vote generally in the election of the
board  of  directors  or  equivalent  governing  body  of  such  Person.

     SECTION  1.02.   Terms  Generally.  The  definitions  of terms herein shall
apply  equally  to the singular and plural forms of the terms defined.  Whenever
the  context may require, any pronoun shall include the corresponding masculine,
feminine  and  neuter  forms.  The  words  "include," "includes" and "including"
shall  be  deemed  to  be followed by the phrase "without limitation."  The word
"will"  shall  be  construed  to  have  the  same meaning and effect as the word
"shall."

                                    ARTICLE V

                                EVENTS OF DEFAULT

     SECTION  6.01.     Events  of  Default.  If  any  of  the  following events
("Events  of  Default")  shall  occur  and  be  continuing:

(a)     (i) the Borrower shall fail to pay the outstanding principal of the
Loan  on  the  Maturity  Date  or  (ii) the Borrower shall fail to pay any other
required  payment  of  principal  or any payment of interest on the Loan, or any
other  payment  under  any  Loan  Document, in each case under this clause (ii),
within  three  Business  Days  after  the  same  becomes  due  and  payable;  or

(b)     any  representation  or  warranty  made  by  any Borrower (or any of its
officers) under or in connection with any Loan Document shall prove to have been
incorrect  in  any  material  respect  when  made;  or

(c)     the  Borrower  shall  fail  to  perform or observe any term, covenant or
agreement  contained  herein  (which is not referred to in subsection (a) or (b)
above),  or  the  Borrower  shall  fail  to  perform  or observe any other term,
covenant  or  agreement  contained  hereunder,  on  its  part to be performed or
observed  if  such  failure  shall remain unremedied for a period of 15 Business
Days  after  the  earlier  of  the  date on which (i) an officer of the Borrower
becomes  aware  of  such  failure or (ii) written notice thereof shall have been
given  to  the  Borrower  by  the  Lender  or  any  Lender;  or

(e)     the Borrower or any Subsidiary shall generally not pay its debts as such
debts  become  due,  or  shall  admit  in writing its inability to pay its debts
generally,  or  shall make a general assignment for the benefit of creditors; or
any  proceeding shall be instituted by or against the Borrower or any Subsidiary
seeking  to adjudicate it bankrupt or insolvent, or seeking liquidation, winding
up,  reorganization, arrangement, adjustment, protection, relief, or composition
of  it  or  its  debts  under  any  law  relating  to  bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief
or  the  appointment of a receiver, trustee, or other similar official for it or
for any substantial part of its property and, in the case of any such proceeding
instituted  against  it  that is being diligently contested by it in good faith,
either  such  proceeding shall remain undismissed or unstayed for a period of 30
days  or  any  of  the  actions  sought  in  such proceeding (including, without
limitation,  the  entry  of an order for relief against, or the appointment of a
receiver,  trustee,  custodian  or  other  similar  official  for,  it  or  any
substantial part of its property) shall occur; or the Borrower or any Subsidiary
shall  take any corporate action to authorize any of the actions set forth above
in  this  subsection  (e);  or

(g)     any  judgment  or  order  for the payment of money in excess of $100,000
shall  be  rendered  against the Borrower or any of its Subsidiaries and remains
unpaid  and  either (i) enforcement proceedings shall have been commenced by any
creditor  upon  such  judgment  or order or (ii) there shall be any period of 30
consecutive  days  during which a stay of enforcement of such judgment or order,
by  reason  of  a  pending  appeal  or  otherwise,  shall  not  be in effect; or

(h)     any  non-monetary  judgment  or  order  shall  be  rendered  against the
Borrower  or any of its Subsidiaries that could reasonably be expected to have a
Material  Adverse  Effect,  and there shall be any period of 30 consecutive days
during  which  a  stay  of enforcement of such judgment or order, by reason of a
pending  appeal  or  otherwise,  shall  not  be  in  effect;  or

(i)     a  Change  of  Control  shall  occur; then,  and  in any such event, the
Lender may by notice to the Borrower, declare the  Note,  all  interest  thereon
and  all  other  amounts  payable under this Agreement and Note to be forthwith
due and payable, whereupon the Note, all such interest  and  all  such  amounts
shall become and be forthwith due and payable, without presentment, demand,
protest or further notice of any kind, all of which are  hereby expressly waived
by each Borrower; provided, however, that in the event  of  an  actual or deemed
entry of an order for relief with respect to the Borrower  under  the Bankruptcy
Code, the Note, all such interest and all such amounts  shall automatically
become and be due and payable, without presentment, demand,  protest  or  any
notice of any kind, all of which are hereby expressly waived  by  the  Borrower.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     SECTION 8.01.     Amendments, Etc.  No amendment or waiver of any provision
of  this  Agreement  or  the  Note, nor consent to any departure by any Borrower
therefrom,  shall  in any event be effective unless the same shall be in writing
and  signed  by  the  Lender, and then such waiver or consent shall be effective
only  in  the  specific  instance  and for the specific purpose for which given.

SECTION  8.02.     Notices,  Etc.  All notices and other communications provided
for hereunder shall be in writing (including telecopy) and mailed, telecopied or
delivered,  if to the Borrower, to the Borrower at its address at 3350 N.W. Boca
Raton Blvd. A-28, Boca Raton, Florida 33431, Attn:  Alan Posner, Chairman; if to
the  Lender,  at  11766  Wilshire  Boulevard, Suite 870, Los Angeles, CA  90025,
Attn:  General  Counsel;  or  as  to  each other party, at such other address as
shall  be  designated  by such party in a written notice to the Borrower and the
Lender.  All  such  notices and communications shall, when mailed or telecopied,
be  effective  when  deposited  in  the  mails  or  transmitted  by  telecopier,
respectively,  except  that notices and communications to the Lender pursuant to
Article  VII  shall  not be effective until received by the Lender.  Delivery by
telecopier  of  an  executed  counterpart  of  any  amendment  or  waiver of any
provision  of  this  Agreement  or  the Note shall be effective as delivery of a
manually  executed  counterpart  thereof.

SECTION  8.03.     No Waiver; Remedies.  No failure on the part of the Lender to
exercise,  and  no  delay  in  exercising, any right hereunder or under the Note
shall  operate  as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise of
any  other right.  The remedies herein provided are cumulative and not exclusive
of  any  remedies  provided  by  law.
SECTION  8.04.     Costs,  Expenses.  The  Borrower  agrees to pay on demand all
reasonable out-of-pocket costs and expenses of the Lender in connection with the
enforcement  of  this  Agreement  and  the  Note, whether in any action, suit or
litigation,  any  bankruptcy,  insolvency  or other similar proceeding affecting
creditors'  rights generally (including, without limitation, the reasonable fees
and  expenses  of  counsel  for  the  Lender).

SECTION  8.06.     Binding Effect. This Agreement shall become effective when it
shall  have been executed by the Borrower and the Lender and thereafter shall be
binding  upon  and  inure  to  the benefit of the Borrower, the Lender and their
respective  successors  and assigns, except that the Borrower shall not have the
right  to  assign  its rights hereunder or any interest herein without the prior
written  consent  of  the  Lender.

SECTION  8.08.     Execution in Counterparts.  This Agreement may be executed in
any  number  of  counterparts  and  by  different  parties  hereto  in  separate
counterparts,  each  of which when so executed shall be deemed to be an original
and  all  of  which  taken together shall constitute one and the same agreement.
Delivery  of  an  executed  counterpart of a signature page to this Agreement by
telecopier  shall be effective as delivery of a manually executed counterpart of
this  Agreement.

SECTION  8.09.     Jurisdiction,  Etc.  (a)  Each  of  the parties hereto hereby
irrevocably  and  unconditionally  submits,  for itself and its property, to the
nonexclusive  jurisdiction  of  any New York State court or federal court of the
United  States of America sitting in New York City, and any appellate court from
any  thereof, in any action or proceeding arising out of or relating to the Note
or  this  Agreement, or for recognition or enforcement of any judgment, and each
of  the  parties  hereto  hereby irrevocably and unconditionally agrees that all
claims  in  respect of any such action or proceeding may be heard and determined
in  any  such  New  York State court or, to the extent permitted by law, in such
federal  court.  Each  of the parties hereto agrees that a final judgment in any
such  action  or  proceeding  shall  be  conclusive and may be enforced in other
jurisdictions  by  suit  on the judgment or in any other manner provided by law.
Nothing  in  this  Agreement shall affect any right that any party may otherwise
have to bring any action or proceeding relating to this Agreement or the Note in
the  courts  of  any  jurisdiction.

(b)     Each  of  the  parties hereto irrevocably and unconditionally waives, to
the  fullest  extent it may legally and effectively do so, any objection that it
may  now  or  hereafter  have  to  the  laying  of  venue of any suit, action or
proceeding  arising  out of or relating to the Note or this Agreement in any New
York  State  or  federal  court.  Each  of the parties hereto hereby irrevocably
waives,  to  the fullest extent permitted by law, the defense of an inconvenient
forum  to  the  maintenance  of  such  action  or  proceeding in any such court.
SECTION  8.10.     Governing Law.  THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED
BY,  AND  CONSTRUED  IN  ACCORDANCE  WITH,  THE  LAWS  OF THE STATE OF NEW YORK.
SECTION 8.11.     Waiver of Jury Trial.  TO THE MAXIMUM EXTENT PERMITTED BY LAW,
THE BORROWER AND THE LENDER IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION,  PROCEEDING  OR  COUNTERCLAIM  (WHETHER  BASED  ON  CONTRACT,  TORT  OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE LOAN OR THE ACTIONS
OF  THE  LENDER  IN  THE  NEGOTIATION,  PERFORMANCE  OR  ENFORCEMENT  THEREOF.
SECTION 8.13.     Headings.  Article, Section and Subsection headings herein are
included  for  convenience  of reference only and shall not constitute a part of
this  Agreement  for  any  other  purpose.

SECTION  8.14.     Severability.  Any  provision  of  this  Agreement, or of the
Note, which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability  without  invalidating the remaining portions hereof or thereof
or  affecting  the  validity  or  enforceability  of such provision in any other
jurisdiction.

<PAGE>

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
executed  by  their  respective officers or other representatives thereunto duly
authorized,  as  of  the  date  first  above  written.
Borrower:

                           MERIDIAN USA HOLDINGS, INC.
                           By:  /s/ Mark Streisfeld
                           Name:  Mark Streisfeld
                           Title:  President

Lender:

                           U.S.  BANCORP  INVESTMENTS,  INC.
                           By:   /s/ Jess M. Ravage
                           Name: Jess M. Ravage
                           Title: President


                                    EXHIBIT A
                                   BRIDGE NOTE

New  York,  New  York
$500,000     Dated:  May  12,  2000

     FOR  VALUE  RECEIVED,  the  undersigned,  Meridian  USA Holdings, Inc. (the
"Borrower"),  HEREBY  PROMISES  TO  PAY  to  the  order of U.S. Bancorp Libra, a
division  of  U.S. Bancorp Investments, Inc.  (the "Payee") on the Maturity Date
(this  and  other  capitalized  terms  that  are  not  defined  herein  have the
respective  meanings specified therefor in the Loan Agreement referred to below)
the  principal amount of $500,000 or, if less, the aggregate principal amount of
the  Note  which  remains  outstanding  on  the  Maturity  Date.
The  Borrower  promises  to  pay  interest on the unpaid principal amount hereof
until such principal amount is paid in full, at such interest rates, and payable
at  such  times,  as  are  specified  below.

Interest on the unpaid balance of the principal amount of this Note shall accrue
at  a  rate  per  annum, which is equal to 12% per annum, from and including the
date hereof until such unpaid balance shall be paid in full (whether at maturity
or  upon  acceleration  thereof  or  otherwise), payable in arrears on the first
Business  Day  of  each month and on the Maturity Date and thereafter on demand;
provided,  however,  that  upon the occurrence and during the continuance of any
Event  of  Default,  the  Borrower  shall  pay interest on such unpaid principal
amount at a rate equal at all times to 200 basis points in excess of the rate of
interest  otherwise  in effect, and (iii) in no event shall the rate of interest
on  this  Note  be  greater  than the maximum rate of interest permitted by law.
Both  principal and interest are payable in lawful money of the United States of
America  to  the  Lender  for the account of the Lender in immediately available
funds.  Such payments shall be made by wire transfer to the account specified by
the  Lender  in  writing.

This Note is one of the Note referred to in, and is entitled to the benefits of,
the  Loan  Agreement  dated  as  of  May  12,  2000 (as amended, supplemented or
otherwise  modified  from time to time, the "Loan Agreement") among the Borrower
and  the  Lender.  The  Loan Agreement, among other things, (i) provides for the
making  of  a  single  loan by the Lender to the Borrower in an aggregate amount
equal  to  $500,000,  the  indebtedness of the Borrower resulting from such Loan
being  evidenced  by this Note, (ii) contains provisions for acceleration of the
maturity  hereof  upon  the  happening  of  certain  stated  events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms  and  conditions  specified  therein and (iii) contains provisions for the
making of payments whenever any payment hereunder shall be stated to be due on a
day  other  than  a  Business  Day.

     To the fullest extent permitted by applicable law, the Borrower, for itself
and its respective successors and assigns, expressly waives presentment, demand,
protest,  notice  of dishonor, notice of non-payment, notice of maturity, notice
of  protest,  presentment for the purpose of accelerating maturity, diligence in
collection,  and  the  benefit  of  any  exemption  or  insolvency  laws.
If  any  provision  of  this  Note  shall  be  prohibited  or  invalid  in  any
jurisdiction,  such  provision  shall  be  ineffective  to  the  extent  of such
prohibition  or  invalidity without invalidating the remainder of such provision
or  remaining  provisions  of this Note.  No delay or failure on the part of the
Lender  in  the  exercise  of  any  right or remedy hereunder shall operate as a
waiver  thereof,  nor as an acquiescence in any Default, nor shall any single or
partial  exercise  by the Lender of any right or remedy preclude any other right
or  remedy.

     THIS  PROMISSORY  NOTE  SHALL  BE  GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH,  THE  LAWS  OF  THE  STATE  OF  NEW  YORK.

                           MERIDIAN USA HOLDINGS, INC.

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