EMPLOYMENT AGREEMENT


                  AGREEMENT  made as of this ___ day of February,  2001,  by and
between MERIDIAN USA HOLDINGS,  INC., a Florida corporation,  with its principal
office located at 1356 N.W. 2nd Avenue, Boca Raton, FL 33432 (the "Corporation")
and GENE  KREUSCHER,  residing  at 69  Kenwood  Road,  Bohemia,  NY  11716  (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
commence on the first  business  day of  February  2001 and  continue  until and
unless terminated by either party pursuant to Paragraph 6 hereof (the "Term").


                  2.       EMPLOYMENT, DUTIES AND ACCEPTANCE.

                           (a)      The Corporation  hereby employs the Employee
as Project  Director - Chocolate Drink Project 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's responsibilities shall consist of
the  design  and  development  of a program  for the  formulation,  manufacture,
bottling,   labeling,   marketing,   sale  and   distribution   of  sugared  and
no-sugar-added ready-to-drink chocolate drinks, and assisting the Corporation in
the implementation of that program. It is the objective of Employee's employment
to enable the Corporation to bring a  ready-to-drink  chocolate drink product to
the market within ________ months of the date hereof.

<PAGE>

                           (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)      Salary.  In consideration for the Employee's
services to the Corporation hereunder, the Corporation shall pay to the Employee
a salary of five thousand dollars ($5,000) per month, payable at the end of each
month during the Term  commencing  with February  2001,  in accordance  with the
Company's standard payroll policies for employees.

4. STOCK OPTION BONUS: As additional  compensation  hereunder,  the  Corporation
shall  issue to  Employee  options  under its Stock  Incentive  Plan to purchase
50,000  shares of its Common Stock at the price of $.01 per share in  accordance
with the Stock  Option  Agreement  annexed  hereto.  Such  options  shall not be
exercisable  unless  and  until  Employee  has  completed  three  (3)  months of
employment  hereunder without the Company exercising its right to terminate this
Agreement under P. 6 hereof.

5. 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.

<PAGE>

6.      TERMINATION.
        (a)      Termination for Cause: The Corporation may terminate Employee's
employment hereunder upon 15 days prior written notice due to:

              (i)      insubordination;
              (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.

        (b)      Notwithstanding  the foregoing, either party may terminate this
Agreement and Employee's  employment  hereunder at any time during the Term upon
thirty (30) days written notice sent in accordance withP. 8 below.


7.      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
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  substantially
similar to the  products  developed  by  Employee  on behalf of the  Corporation
during his employment.

<PAGE>

        (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 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 7 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 7.

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


<PAGE>

8.      NOTICES.

        (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.
                           1356 N.W. 2nd Avenue
                           Boca Raton, FL 33432
                           Attn:  Alan Posner

                  If to the Employee:

                           Gene Kreuscher
                           69 Kenwood Road
                           Bohemia, New York 11716

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.


9.       GENERAL.

       (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.

        (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.



<PAGE>



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


                                                MERIDIAN USA HOLDINGS, INC.


                                                By: ____________________________
                                                    MARK STREISFELD, President


                                                    ----------------------------
                                                    GENE KREUSCHER