MERIDIAN USA HOLDINGS INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>6
<FILENAME>0006.txt
<TEXT>


                          REGISTRATION RIGHTS AGREEMENT


                                 by and between


                           MERIDIAN USA HOLDINGS, INC.


                                       and


                           THE INVESTOR PARTIES HERETO

                            Dated as of June 16, 2000



                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

REGISTRATION  RIGHTS AGREEMENT, dated as of June 16, 2000 (this "Agreement"), by
and  among  MERIDIAN  USA HOLDINGS, INC., a Florida corporation (the "Company"),
and U.S. BANCORP INVESTMENTS, INC. (each of the foregoing, individually with its
Affiliates,  an  "Investor,"  and,  collectively,  the  "Investors").


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

     WHEREAS,  the  Company  and  the  Investors  have entered into that certain
Securities  Purchase  Agreement dated June     , 2000 (the "Purchase Agreement")
providing  for,  among other things, the sale by the Company and the purchase by
the Investors of $8,000,000 aggregate principal amount of the Company's Series A
Convertible  Notes  due  2010  (the  "Convertible  Notes");

     WHEREAS, in connection with the  transactions contemplated  by the Purchase
Agreement,  the  Company  agreed  to  issue  a  warrant (the "Libra Warrant") to
purchase  698,947  shares  of  the  Company's  common stock, par value $.001 per
share,  to  U.S.  Bancorp  Investments,  Inc.;  and

     WHEREAS, in connection with the Company and the Investors entering into the
Purchase  Agreement,  the  Company has agreed to provide the registration rights
set  forth  in  this  Agreement.

     ACCORDINGLY,  the  parties  hereto  agree  as  follows:

     1.     Certain  Definitions.  (a)  As used in this Agreement, the following
terms  shall  have  the  meanings  assigned  to  them  below:

     1.1     "Affiliate" shall mean with respect to any Person, any other Person
directly  or indirectly controlling or controlled by or under direct or indirect
common  control  with  such  specified  Person.

     1.2  "Commission" shall mean the United  States  Securities  and Exchange
Commission.


   1.3 "Common Stock" shall mean the common stock, $.001 par value per share of
the  Company.

    1.4  "Common  Stock  Equivalents"  means  and  includes  all  shares of the
Company's  Common Stock issued and outstanding at the relevant time plus (a) all
shares  of  Common  Stock  that  may  be  issued  upon  exercise of any options,
warrants,  including  without  limitation the Libra Warrant, and other rights of
any  kind that are then exercisable, and (b) all shares of Common Stock that may
be  issued  upon  conversion  or  exchange  of  (i)  any convertible securities,
including without limitation the Series I Preferred, Series II Preferred and all
other  preferred  stock and debt securities then outstanding, which are by their
terms  then  convertible into or exchangeable for Common Stock, or (ii) any such
convertible  securities  issuable  upon  exercise  of options, warrants or other
rights,  in  each  case  that  are  then  exercisable.

    1.5  "Exchange Act" shall mean the United States Securities Exchange Act of
1934,  as  amended.

     1.6  "Holder" means the Investor and any assignees or transferees acquiring
Convertible  Notes,  shares  of  Series  II Preferred or Registrable Securities.

     1.7  "NASD" shall have the meaning ascribed to such term in Section 2.3(g)
hereof.

    1.8  "Person" shall mean any natural person,  corporation,  partnership,
limited  liability  company,  firm, association, trust, government, governmental
agency  or  other  entity,  whether  acting in an individual, fiduciary or other
capacity.

    1.9 "Registrable Securities" shall mean (i) any shares of Common Stock held
as  of  the date hereof by any Investor or hereafter acquired by any Investor or
Holder;  (ii) any shares of Common Stock issued or issuable upon the conversion,
exercise  or  exchange of any other Common Stock Equivalents held as of the date
hereof by any Investor or hereafter acquired by any Investor or Holder; or (iii)
any  shares  issued  or  issuable, directly or indirectly, upon any subdivision,
combination,  reclassification or redesignation of such shares or share dividend
in  respect of the Common Stock referenced in clauses (i) and (ii) above.  As to
any  particular  Registrable  Securities,  such  securities  shall  cease  to be
Registrable  Securities  when  (i)  a registration statement with respect to the
sale  of such securities shall have been declared effective under the applicable
Securities  Laws  and  such securities shall have been disposed of in accordance
with  such  registration  statement or (ii) such securities shall have been sold
(other  than  in  a  privately  negotiated  sale)  pursuant  to Rule 144 (or any
successor  or  comparable  provision)  under  the  U.S.  Securities  Act  and in
compliance  with  the  requirements  of  Rule  144.

     (a)     Capitalized  terms used but not otherwise defined herein shall have
the  meaning  assigned  to  such  terms  in  the  Purchase  Agreement.

     2.     Registration  Rights.

     2.1     Shelf  Registration.

     (a)     The Company shall use its best efforts to prepare and file with the
Commission  pursuant  to  Rule 415 under the Securities Act a shelf registration
statement  on  Form  S-1, S-3 or other appropriate form (the "Shelf Registration
Statement") covering the resale of the Registrable Securities by the Holders and
shall  cause  the  Shelf  Registration  Statement  to become effective under the
Securities  Act  no  later  than December 31, 2000.  Such registration statement
shall  comply  in  all material respects with the requirements of the applicable
form and include all financial statements required by the Commission to be filed
therewith.  The  Company  shall  use best efforts to keep the Shelf Registration
Statement  continuously  effective, subject to Section 2.1(d) hereof, until such
time as all of the Registrable Securities have been resold pursuant to the Shelf
Registration  Statement  or  are  no  longer  Registrable  Securities.  (the
"Effectiveness  Period").  Prior  to  filing the Shelf Registration Statement or
any amendment or supplement thereto, the Company shall provide a copy thereof to
the  Holders  and  their  counsel  and  afford them a reasonable time to comment
thereon  and  the Company shall not file any registration statement or amendment
thereto  or  any  prospectus  or  supplement  thereto to which any Holder or the
underwriters,  if  any,  shall  reasonably  object  in  writing.

     (b)  Notwithstanding the foregoing, the  Company shall have the ability to
suspend  the  filing,  effectiveness or use of such Shelf Registration Statement
for  up  to  one 30-consecutive-day period during any consecutive 365-day period
if:

     (i)     an  event  or  circumstance occurs and is continuing as a result of
which  the  registration  statement,  any  related  prospectus  or  any document
incorporated  therein  by reference, as then amended or supplemented or proposed
to  be  filed,  would,  in the good faith determination of the Board, contain an
untrue  statement  of a material fact or omit to state a material fact necessary
in  order  to  make  the statements therein, in light of the circumstances under
which  they  were  made,  not  misleading;  and

     (ii) (i) the Board determines in good faith that the disclosure of such an
event  at  such  time  would  have  a  material  adverse effect on the business,
operations  or prospects of the Company or (ii) the disclosure otherwise relates
to  a  material  business transaction which has not yet been publicly disclosed.

     The  Company shall provide written notice of any such determination to each
Holder  at  the  address  set  forth  on the signature page hereto or such other
address as may hereafter be designated in writing by such Holder to the Company.

     2.2     Piggyback  Rights.

     (a)     If  the  Company proposes to file a registration statement with the
Commission  respecting  an  offering  of  any Common Stock (or other securities)
purchasable upon exercise of the Series II Preferred (other than (x) an offering
that  could  be  registered  solely  on  Form  S-4 or S-8, or any successor form
thereto,  and  (y)  securities  offered  or issued pursuant to any employment or
benefit  plan  or  arrangement  to  any  employee, director, partner, trustee or
consultant  or  advisor  of or to the Company or any subsidiary of the Company),
the  Company  shall  give  prompt written notice to all the Holders of Series II
Preferred  and  Registrable  Securities  at  least  30 days prior to the initial
filing  of  the  registration  statement  relating  to  such  offering  (the
"Registration  Statement").  Each  such  Holder  shall have the right, within 20
days  after  delivery  of  such  notice,  to request in writing that the Company
include  all  or  a  portion  of  such  of  the  Registrable  Securities in such
Registration  Statement  ("Piggyback  Registration  Rights").  The Company shall
include  in  the public offering all of the Registrable Securities that a Holder
has requested be included, unless the underwriter for the public offering or the
underwriter  managing  the  public  offering  (in  either  case,  the  "managing
underwriter")  delivers a notice (a "Cutback Notice") pursuant to Section 2.2(b)
or  2.2(c)  hereof.  The  managing  underwriter  may deliver one or more Cutback
Notices at any time prior to the execution of the underwriting agreement for the
public  offering.

    (b) If a proposed public offering includes both securities to be offered for
the  account  of  the  Company  ("Company  Shares")  and  shares  to  be sold by
shareholders,  the  provisions of this Section 2.2(b) shall be applicable if the
managing underwriter delivers a Cutback Notice stating that, in its opinion, the
number  of  shares  of  Common  Stock  that selling shareholders propose to sell
therein,  whether  or  not  such  selling shareholders have the right to include
shares  therein (the "Other Shares"), plus the number of  Registrable Securities
that  the  Holders  have  requested to be sold therein, plus the Company Shares,
exceeds  the  maximum  number of shares specified by the managing underwriter in
such  Cutback  Notice  that  may be distributed without materially and adversely
affecting the price, timing or distribution of the Company Shares.  Such maximum
number of shares that may be so sold, excluding the Company Shares, are referred
to  as  the  "Includible  Shares."

     If the managing underwriter delivers such Cutback Notice, the Company shall
be entitled to include all of the Company Shares in the public offering and each
requesting  Holder  (or  beneficiary)  exercising  its  registration  rights (or
privileges)  under  this  Agreement,  shall be entitled to include in the public
offering  up to its pro rata portion of the Includible Shares and in priority to
the  inclusion  of  any Other Shares that are proposed to be sold in such public
offering.  No  shareholder  that  proposes  to  sell Other Shares in such public
offering  may  sell  any  such  shares therein unless all Registrable Securities
requested  by  the  Holders  to  be  sold  therein  are  so  included.

     (c)     If a proposed public offering is entirely a secondary offering, the
provisions  of  this  Section  2.2(c)  shall  be  applicable  if  the  managing
underwriter  delivers  a  Cutback  Notice  stating  that,  in  its  opinion, the
aggregate  number of Registrable Securities and Other Shares proposed to be sold
therein exceeds the maximum number of shares (the "Includible Secondary Shares")
specified  by  the  managing  underwriter  in  such  Cutback  Notice that may be
distributed  without  materially  and  adversely  affecting the price, timing or
distribution  of  the  Common  Stock  being  distributed.

     If  the  managing underwriter delivers such Cutback Notice, each requesting
Holder shall be entitled to include up to its pro rata portion of the Includible
Secondary  Shares  and in priority to the inclusion of any Other Shares that are
proposed  to  be  sold  in  such  public  offering.
No  shareholder  that  proposes  to  sell  Other  Shares  in the proposed public
offering  may  sell  any  such  shares therein unless all Registrable Securities
requested  by  the  Holders  to  be  sold  therein  are  so  included.

     (d)     The  underwriting  agreement for such public offering shall provide
that  each  requesting  Holder  shall  have  the  right  to sell its Registrable
Securities  to  the  underwriters  and  that the underwriters shall purchase the
Registrable  Securities  at  the  price  paid by the underwriters for the Common
Stock  sold  by  the  Company  and/or  selling shareholders, as the case may be.

     2.3     Registration  Procedures.

     (a)     In  connection  with a registration pursuant to Section 2.1 or 2.2,
the  Company  agrees  to:

     (i)     make  available  for inspection by a representative of the Holders,
the managing underwriter participating in any disposition pursuant to such Shelf
Registration Statement and one firm of attorneys designated by the Holders (upon
execution of customary confidentiality agreements reasonably satisfactory to the
Company  and  its  counsel),  at  reasonable  times  and in a reasonable manner,
financial  and  other  records, documents and properties of the Company that are
pertinent  to  the  conduct  of  due  diligence  customary  for  an underwritten
offering,  and  cause  the  officers,  directors and employees of the Company to
supply  all  information  reasonably  requested  by  any  such  representative,
underwriter  or  attorney  in  connection with a Shelf Registration Statement as
shall  be necessary to enable such persons to conduct a reasonable investigation
within  the meaning of Section 11 of the Securities Act of 1933, as amended from
time  to  time;

     (ii)  use its best efforts to cause all Registrable Securities sold under a
Shelf  Registration  Statement  to  be  listed on any securities exchange or any
automated quotation system on which similar securities issued by the Company are
then  listed;

     (iii)  provide, without charge, to  Holders  that  are selling Registrable
Securities  pursuant to such Shelf Registration Statement a reasonable number of
copies of such registration statement, each amendment and supplement thereto (in
each  case  including  all  exhibits)  and the prospectus included in such Shelf
Registration  Statement  (including  each  Preliminary  Prospectus)  and  other
documents  such  Holders  may  reasonably  request;

    (iv)  use its best efforts to register or qualify the Registrable Securities
covered by such registration statement under such other securities or "blue sky"
laws  of  such  jurisdictions a Holder of Registrable Securities or any managing
underwriter, if any, shall reasonably request, and do any and all other acts and
things  which may be reasonably necessary or advisable to enable such sellers or
underwriter, if any, to consummate the disposition of the Registrable Securities
in  such jurisdictions, except that in no event shall the Company be required to
qualify  to  do  business  as a foreign corporation in any jurisdiction where it
would  not, but for the requirements of this paragraph (d), be required to be so
qualified,  to subject itself to taxation in any such jurisdiction or to consent
to  general  service  of  process  in  any  such  jurisdiction;

    (v)  cause  to  be provided to  the  Holders  that  are selling Registrable
Securities  pursuant  to  such  Shelf Registration Statement and to the managing
underwriter  if any disposition pursuant to such Shelf Registration Statement is
an  underwritten  offering,  upon  the effectiveness of such Shelf  Registration
Statement, a customary "10b-5" opinion of independent counsel (an "Opinion") and
a  customary  "cold comfort" letter of independent auditors (a "Comfort Letter")
in  each  case  addressed  to  such  Holders  and  managing underwriter, if any;

     (vi)  cause to be provided  to  the  Holders that are selling Registrable
Securities  pursuant  to  such  Shelf Registration Statement and to the managing
underwriter  if any disposition pursuant to such Shelf Registration Statement is
an  underwritten  offering,  an  Opinion and Comfort Letter with respect to each
document, including any amendments thereto, that is incorporated by reference in
such  Shelf  Registration  Statement; in each case addressed to such Holders and
managing  underwriter,  if  any;

    (vii)  notify in writing the Holders that are selling Registrable Securities
pursuant  to  such  Shelf Registration Statement and any managing underwriter if
any disposition pursuant to such Shelf Registration Statement is an underwritten
offering,  (A)  when  the  Shelf Registration Statement has become effective and
when  any post-effective amendment thereto has been filed and becomes effective,
(B)  of  any  request  by  the  Commission or any state securities authority for
amendments  and  supplements  to  the  Shelf  Registration  Statement  or of any
material  request  by  the  Commission  or  any  state  securities authority for
additional  information  after  the  Shelf  Registration  Statement  has  become
effective,  (C)  of  the  issuance  by  the  Commission  or any state securities
authority  of  any  stop  order  suspending  the  effectiveness  of  the  Shelf
Registration  Statement  or  the initiation of any proceedings for that purpose,
(D)  if,  between the effective date of the Shelf Registration Statement and the
closing  of  any  sale  of  Registrable  Securities  covered  thereby,  the
representations  and  warranties  of  the  Company contained in any underwriting
agreement, securities sales agreement or other similar agreement, including this
Agreement,  relating  to disclosure cease to be true and correct in all material
respects  or  if  the  Company  receives  any  notification  with respect to the
suspension  of  the  qualification of the Registrable Securities for sale in any
jurisdiction  or  the  initiation of any proceeding for such purpose, (E) of the
happening  of  any  event  during the period the Shelf Registration Statement is
effective  such that such Shelf Registration Statement or the related prospectus
contains  an  untrue  statement  of a material fact or omits to state a material
fact  required  to be stated therein or necessary to make statements therein not
misleading  (in  the case of a prospectus, in light of circumstances under which
they  were  made)  and  (F)  of  any  determination  by  the  Company  that  a
post-effective  amendment  to  the  Shelf  Registration  Statement  would  be
appropriate.  The  Holders  hereby  agree  to suspend, and to cause any managing
underwriter  to suspend, use of the prospectus contained in a Shelf Registration
Statement  upon receipt of such notice under clause (C), (E) or (F) above until,
in  the  case  of clause (C), such stop order is removed or rescinded or, in the
case  of  clauses  (E)  and  (F),  the  Company has amended or supplemented such
prospectus  to  correct  such  misstatement  or  omission  or  otherwise.

          If  the  notification  relates to an event described in clauses (E) or
(F),  the  Company  shall  promptly  prepare and furnish to such seller and each
underwriter,  if any, a reasonable number of copies of a prospectus supplemented
or  amended  so  that,  as  thereafter  delivered  to  the  purchasers  of  such
Registrable Securities, such prospectus shall not include an untrue statement of
a  material  fact or omit to state a material fact required to be stated therein
or  necessary  to  make  the  statements  therein  not  misleading;

     (viii)  comply with all applicable rules and regulations of the Commission
and  make  generally  available  to  its security holders, as soon as reasonably
practicable  after  the effective date of the registration statement (and in any
event  within  15  months  thereafter), an earnings statement (which need not be
audited)  covering  the  period  of at least twelve consecutive months beginning
with  the  first day of the Company's first calendar quarter after the effective
date  of  the registration statement, which earnings statement shall satisfy the
provisions  of  Section  11(a)  of  the  Securities Act and Rule 158 thereunder;

     (ix) provide and cause to be maintained a transfer agent and registrar for
all such Registrable Securities covered by such registration statement not later
than  the  effective  date  of  such  registration  statement;

     (x)  enter into such customary agreements  (including,  if applicable, an
underwriting  agreement)  and  take  such  other  actions  as  the Holders shall
reasonably  request  in  order to expedite or facilitate the disposition of such
Registrable  Securities.  The Holders of the Registrable Securities which are to
be  distributed  by  such  underwriters  shall  be  parties to such underwriting
agreement  and  may, at their option, require that the Company, and in such case
the  Company  will,  make  to,  and  for  the  benefit  of,  the  Holders  the
representations,  warranties  and  covenants of the Company which are being made
to,  and  for  the  benefit  of,  such  underwriters  and  which are of the type
customarily  provided  to  institutional  investors  in  secondary  offerings;

    (xi)  deliver promptly to each Holder participating in the offering and each
underwriter, if any, copies of all correspondence between the Commission and the
Company,  its counsel or auditors and all memoranda relating to discussions with
the  Commission  and its staff with respect to the registration statement, other
than  those  portions  of  any  such  correspondence and memoranda which contain
information  subject  to  attorney-client privilege with respect to the Company,
and,  upon  receipt  of  such  confidentiality  agreements  as  the  Company may
reasonably  request,  make  reasonably available for inspection by any Holder of
such  Registrable  Securities  covered  by  such  registration statement, by any
underwriter, if any, participating in any disposition to be effected pursuant to
such  registration  statement  and  by  any  attorney, accountant or other agent
retained by any such Holder or any such underwriter, all pertinent financial and
other  records, pertinent corporate documents and properties of the Company, and
cause  all  of  the  Company's  officers,  directors and employees to supply all
information  reasonably  requested  by  any  such Holder, underwriter, attorney,
accountant  or  agent  in  connection  with  such  registration  statement;

    (xii)  use its best efforts to obtain the withdrawal of any order suspending
the  effectiveness  of  the  registration  statement;

   (xiii)   provide a CUSIP number for all Registrable Securities not later than
the  effective  date  of  the  registration  statement;

    (xiv)  make reasonably available its employees and personnel and otherwise
provide  reasonable  assistance  to  the  underwriters  in  the  marketing  of
Registrable  Securities  in  any  underwritten  offering;

     (xv)  promptly prior to the filing of any  document  which  is  to  be
incorporated  by  reference  into  the  registration statement or the prospectus
(after the initial filing of such registration statement) provide copies of such
document  to counsel to the seller of Registrable Securities and to the managing
underwriter, if any, and make the Company's representatives reasonably available
for  discussion  of  such  document  and  make  such  changes  in  such document
concerning  such sellers prior to the filing thereof as counsel for such sellers
or  underwriters  may  reasonably  request;

     (xvi) cooperate with the sellers of Registrable Securities and the managing
underwriter,  if  any,  to  facilitate  the  timely  preparation and delivery of
certificates  not  bearing  any restrictive legends representing the Registrable
Securities  to  be  sold,  and cause such Registrable Securities to be issued in
such  denominations  and  registered  in  such  names  in  accordance  with  the
underwriting  agreement  prior  to  any  sale  of  Registrable Securities to the
underwriters  or,  if  not  an  underwritten  offering,  in  accordance with the
instructions  of  the  sellers of Registrable Securities at least three business
days  prior  to  any  sale  of  Registrable  Securities;  and

     (xvii) take all such other commercially reasonable actions as are necessary
or  advisable  in  order  to  expedite  or  facilitate  the  disposition of such
Registrable  Securities.

     (b)     Each  Holder  of  Registrable  Securities  sold  pursuant  to  a
registration  statement,  by  requesting  that  such securities be included such
registration  statement,  hereby  (i)  agrees  to  provide  the  Company  with
information  with respect to such Holder that the Company reasonably requests in
connection  with  such  registration  statement.

    (c)  If any such registration statement or comparable statement under "blue
sky"  laws  refers  to  any  Holder  by  name  or otherwise as the Holder of any
securities  of  the  Company,  then such Holder shall have the right to require,
acting  reasonably, (i) the insertion therein of language, in form and substance
satisfactory  to  such  Holder, to the effect that the holding by such Holder of
such securities is not to be construed as a recommendation by such Holder of the
investment  quality  of  the  Company's securities covered thereby and that such
holding  does  not  imply  that  such  Holder  will assist in meeting any future
financial  requirements of the Company, or (ii) in the event that such reference
to  such  Holder  by name or otherwise is not in the judgment of the Company, as
advised  by  counsel,  required  by  the  Securities  Act or any similar federal
statute  or  any state "blue sky" or United States securities law then in force,
the  deletion  of  the  reference  to  such  Holder.

     2.4     Registration  Expenses.

     2.4.1     "Expenses"  shall  mean any and all fees and expenses incident to
the  Company's  performance  of  or  compliance  with this Article 2, including,
without  limitation:  (i)  Commission,  stock  exchange or NASD registration and
filing  fees  and  all  listing  fees  and fees with respect to the inclusion of
securities  in  the Nasdaq National Market; (ii) fees and expenses of compliance
with  Securities  Laws or "blue sky" laws and in connection with the preparation
of  a  "blue  sky"  survey,  including,  without limitation, reasonable fees and
expenses  of  blue  sky  counsel;  (iii)  printing  and  copying  expenses; (iv)
messenger  and  delivery  expenses; (v) expenses incurred in connection with any
road  show;  (vi)  fees and disbursements of counsel for the Company; (vii) fees
and  disbursements of all independent public accountants (including the expenses
of  any  audit  and/or  "cold  comfort"  letter)  and fees and expenses of other
persons,  including  special  experts,  retained  by the Company; and (viii) any
other  reasonable  fees  and  disbursements of underwriters, if any, customarily
paid  by  issuers.

     2.4.2  The Company shall pay all Expenses  with  respect  to  any  Shelf
Registration  Statement  affected  pursuant  to  Section 2.1 whether or not such
Shelf  Registration Statement becomes effective or does not remain effective for
the  period  contemplated by Section 2.1(a).  The Company shall pay all Expenses
of  the  Holders  with  respect  to any registration effected under Section 2.2.

    2.4.3  Notwithstanding the foregoing, (i) the provisions of this Section 2.4
shall  be  deemed  amended  to  the  extent  necessary  to  cause  these expense
provisions  to  comply  with  United States "blue sky" laws of each state or the
Securities Laws of any other jurisdiction in which the offering is made; (ii) in
connection  with  any  registration  hereunder,  each  Holder  of  Registrable
Securities being registered shall pay all underwriting discounts and commissions
and  any transfer taxes, if any, attributable to the Registrable Securities, pro
rata  with  respect  to payments of discounts and commissions in accordance with
the  number  of  shares  included  in the offering by such Holder; and (iii) the
Company  shall  be  responsible  for  all  of  its internal expenses (including,
without  limitation,  all  salaries  and  expenses of its officers and employees
performing  legal  or  accounting  duties).

     2.5     Liquidated  Damages.  If  (i)  a  registration  statement  or
registration statements including all of the Registrable Securities has not been
declared effective by the Commission on or prior to the first anniversary of the
date  of  the  initial  issuance  of  the  Series  II Preferred, or (ii) a Shelf
Registration  Statement  is  declared  effective  but  prior  to the end  of the
Effective Period (A) shall thereafter cease to be effective or fail to be usable
for its intended purpose without being succeeded immediately by a post-effective
amendment  to such Shelf Registration Statement that cures such failure and that
is itself declared effective immediately thereafter or (B) the use of such Shelf
Registration  Statement  is  suspended  by  the  Company for one or more periods
exceeding  60  days  in  the aggregate (each event referred to in clause (i) and
(ii),  a  "Registration  Default"),  then  in addition to such other remedies as
shall  be  available  to  the Holder of such Registrable Securities, the Company
shall  pay  to each Holder of Registrable Securities affected thereby liquidated
damages  in  cash  in  an amount equal to three percent (3%) of the then current
Special  Liquidation  Payment (as defined in the Series II Designation) for each
thirty  (30)  day  period  or  portion  thereof  that  such Registration Default
continues;  provided  that  in  no  event  shall  the Company be required to pay
liquidated  damages  pursuant to this Section 2.5 (i) in excess of three percent
(3%)  of  the  then current Special Liquidation Payment for any such thirty (30)
day  period  or  (ii)  for  any  such  thirty  (30) day period if the Company is
required  to  pay  liquidated  damages pursuant to Section 6(j) of the Series II
Designation  for  such  thirty  (30)  day  period.

          All  accrued  and  liquidated  damages  shall  be  paid to the Holders
entitled  thereto,  monthly  in  arrears.  Notwithstanding  the  fact  that  any
securities  for  which  liquidated  damages  are  due  cease  to  be Registrable
Securities,  all  obligations  of  the  Company  to  pay liquidated damages with
respect  to  securities  shall  survive until such time as such obligations with
respect  to  such  securities  shall  have  been  satisfied  in  full.

     2.6     Certain  Limitations  on  Registration  Rights.  In the case of any
registration  under  Section 2.1 pursuant to an underwritten offering, or in the
case  of  registration  under Section 2.2 if the Company has determined to enter
into  an  underwriting  agreement  in connection therewith, all securities to be
included  in such registration shall be subject to an underwriting agreement and
no Person may participate in such registration unless such Person agrees to sell
such  Person's  securities  on  the  basis provided therein and completes and/or
executes  all  questionnaires  and  other  documents  which  must be executed in
connection  therewith, and provides such other information to the Company or the
underwriter  as  may  be  necessary  to  register  such  Person's  securities.

2.7     No  Required  Sale.  Nothing in this Agreement shall be deemed to create
an  independent  obligation  on  the  part of any Holder to sell any Registrable
Securities  pursuant  to  any  effective  registration  statement.

     3.     Indemnification.

     3.1     In  the  event of any registration of any securities of the Company
under  the  Securities  Act pursuant to Article 2, the Company shall, and hereby
does,  indemnify  and hold harmless, to the fullest extent permitted by law, the
Holder  of  any  Registrable  Securities,  its directors, officers, fiduciaries,
employees  and  shareholders or general and limited partners (and the directors,
officers,  employees  and  shareholders  thereof),  each  other  Person  who
participates  as  an  underwriter,  if  any,  in  the  offering  or sale of such
securities,  each  officer,  director,  employee, shareholder or partner of such
underwriter, and each other Person, if any, who controls such seller or any such
underwriter  within  the  meaning  of  the  Securities  Act, against any and all
losses, claims, damages or liabilities, joint or several, actions or proceedings
(whether  commenced  or  threatened)  in respect thereof and expenses (including
reasonable  fees of counsel and any amounts paid in any settlement effected with
the  Company's  consent,  which  consent  shall  not be unreasonably withheld or
delayed)  to  which  each  such  indemnified  party may become subject under the
Securities  Act  or otherwise ("Claims"), insofar as such Claims arise out of or
are  based  upon  (i)  any  untrue  statement  or  alleged untrue statement of a
material  fact  contained  in  any  registration  statement  under  which  such
securities  were  registered under the Securities Act or the omission or alleged
omission  to  state  therein  a  material  fact required to be stated therein or
necessary  to  make  the  statements  therein  not  misleading;  (ii) any untrue
statement  or  alleged  untrue  statement  of  a  material fact contained in any
preliminary, final or summary prospectus or any amendment or supplement thereto,
together  with  the documents incorporated by reference therein, or the omission
or  alleged  omission  to  state  therein  a material fact required to be stated
therein  or  necessary  in order to make the statements therein, in the light of
the  circumstances  under  which  they  were  made, not misleading; or (iii) any
violation by the Company of any federal, state, or common law rule or regulation
applicable  to  the  Company  and relating to action required or inaction of the
Company in connection with any such registration, and the Company will reimburse
any  such  indemnified party for any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
Claim  as  such expenses are incurred; provided, however, that the Company shall
not  be liable to any such indemnified party in any such case to the extent such
Claim arises solely out of any untrue statement or alleged untrue statement of a
material  fact  or  omission or alleged omission of a material fact made in such
registration statement or amendment thereof or supplement thereto or in any such
prospectus or any preliminary, final or summary prospectus in reliance upon, and
in  conformity  with,  written  information  furnished  to the Company by, or on
behalf  of, such indemnified party specifically for use therein.  Such indemnity
and  reimbursement  of expenses shall remain in full force and effect regardless
of  any investigation made by, or on behalf of, such indemnified party and shall
survive  the  transfer  of  such  securities  by  such  seller.

   3.2  Each  Holder of Registrable Securities  that  are  included  in  the
securities  as  to  which  any  registration  under  Section 2.1 or 2.2 is being
effected  shall,  severally and not jointly, indemnify and hold harmless (in the
same  manner  and  to the same extent as set forth in Section 3.1) to the extent
permitted  by  law, the Company, its officers, directors, fiduciaries, employees
and  shareholders  or general and limited partners (and the directors, officers,
employees, and shareholders thereof), each Person controlling the Company within
the  meaning  of  the  Securities  Act  with  respect to any untrue statement or
alleged  untrue  statement  of  any  material  fact  in,  or omission or alleged
omission  of  any  material  fact  from,  such  registration  statement,  any
preliminary,  final or summary prospectus contained therein, or any amendment or
supplement  thereto,  if  such  statement  or  alleged  statement or omission or
alleged  omission  was  made  in  reliance upon, and in conformity with, written
information furnished to the Company or its representatives by, or on behalf of,
such  Holder  specifically  for use therein and shall reimburse such indemnified
party  for  any  legal  or other expenses reasonably incurred in connection with
investigating  or  defending  any  such  Claim  as  such  expenses are incurred;
provided,  however,  that  the  aggregate  amount which any such Holder shall be
required  to  pay pursuant to this Section 3.2 and Sections 3.3 and 3.5 shall in
no  case  be greater than the amount of the net proceeds received by such Holder
upon  the  sale  of  the  Registrable  Securities  pursuant  to the registration
statement  giving  rise  to  such  Claim.  Such  indemnity  and reimbursement of
expenses  shall  remain in full force and effect regardless of any investigation
made  by, or on behalf of, such indemnified party and shall survive the transfer
of  such  securities  by  such  Holder.

   3.3  Indemnification similar to that specified in the preceding  Sections 3.1
and  3.2  (with appropriate modifications) shall be given by the Company and the
seller  of  Registrable  Securities with respect to any required registration or
other  qualification  of  securities  under  any state securities and "blue sky"
laws.

     3.4 Any person entitled to indemnification under  this  Agreement shall
promptly  notify  the  indemnifying  party in writing of the commencement of any
action  or  proceeding  with respect to which a claim for indemnification may be
made  pursuant  to  this  Article 3, but the failure of any indemnified party to
provide  such notice shall not relieve the indemnifying party of its obligations
under  this Article 3, except to the extent the indemnifying party is materially
prejudiced  thereby  and  shall  not  relieve  the  indemnifying  party from any
liability  which  it may have to any indemnified party otherwise than under this
Article  3.  In  case any action or proceeding is brought against an indemnified
party,  it  shall notify the indemnifying party of the commencement thereof, the
indemnifying  party  shall be entitled to participate therein and, unless in the
reasonable  opinion  of  outside  counsel to the indemnified party a conflict of
interest  between such indemnified and indemnifying parties may exist in respect
of such Claim, to assume the defense thereof jointly with any other indemnifying
party similarly notified, to the extent that it chooses, with counsel reasonably
satisfactory  to  such indemnified party (who shall not, except with the written
consent  of  the  indemnified  party, be counsel to the indemnifying party), and
after  notice  from  the indemnifying party to such indemnified party that it so
chooses,  the  indemnifying  party shall not be liable to such indemnified party
for  any legal or other expenses subsequently incurred by such indemnified party
in  connection  with  the  defense  thereof  other  than  reasonable  costs  of
investigation;  provided,  however,  that (i) if the indemnifying party fails to
take  reasonable  steps  necessary to defend diligently the action or proceeding
within  20  days  after  receiving  notice  from such indemnified party that the
indemnified  party  believes  it  has  failed to do so; (ii) if such indemnified
party  who  is  a  defendant  in  any action or proceeding which is also brought
against the indemnifying party reasonably shall have concluded that there may be
one  or  more  legal  defenses available to such indemnified party which are not
available  to the indemnifying party; or (iii) if representation of both parties
by  the  same  counsel  is otherwise inappropriate under applicable standards of
professional  conduct,  then, in any such case, the indemnified party shall have
the  right to assume or continue its own defense as set forth above (but with no
more  than one firm of counsel for all indemnified parties in each jurisdiction,
except  to  the  extent  any  indemnified party or parties reasonably shall have
concluded  that  there  may be legal defenses available to such party or parties
which  are  not  available  to  the  other  indemnified parties or to the extent
representation  of  all  indemnified  parties  by  the same counsel is otherwise
inappropriate  under  applicable  standards  of  professional  conduct)  and the
indemnifying party shall be liable for any expenses therefor (including, without
limitation,  any such counsel's fees).  No indemnifying party shall, without the
written  consent  of  the indemnified party, effect the settlement or compromise
of,  or  consent  to  the  entry of any judgment with respect to, any pending or
threatened  action  or Claim in respect of which indemnification or contribution
may  be  sought  hereunder (whether or not the indemnified party is an actual or
potential  party  to such action or claim) unless such settlement, compromise or
judgment (A) includes an unconditional release of the indemnified party from all
liability  arising  out  of  such  action  or  claim  and (B) does not include a
statement as to, or an admission of, fault, culpability or a failure to act, by,
or  on  behalf  of,  any  indemnified  party.

      3.5  If for any reason the foregoing  indemnity  is  unavailable  or  is
insufficient  to  hold  harmless an indemnified party under Sections 3.1, 3.2 or
3.3, then each indemnifying party shall contribute to the amount paid or payable
by  such  indemnified  party  as  a result of any Claim in such proportion as is
appropriate  to reflect the relative fault of the indemnifying party, on the one
hand,  and  the  indemnified  party,  on  the  other  hand, with respect to such
offering of securities.  The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact  or  the  omission  or alleged omission to state a material fact relates to
information  supplied by the indemnifying party or the indemnified party and the
parties'  relative  intent,  knowledge, access to information and opportunity to
correct  or  prevent  such  untrue  statement  or  omission.  If,  however,  the
allocation  provided  in  the  second  preceding  sentence  is  not permitted by
applicable law, then each indemnifying party shall contribute to the amount paid
or  payable  by  such  indemnified party in such proportion as is appropriate to
reflect  not  only  such  relative faults, but also any other relevant equitable
considerations.  The  parties  hereto  agree  that  it  would  not  be  just and
equitable if contributions pursuant to this Section 3.5 were to be determined by
pro  rata  allocation  or  by any other method of allocation which does not take
into account the equitable considerations referred to in the preceding sentences
of  this  Section 3.5.  The amount paid or payable in respect of any Claim shall
be  deemed  to  include  any legal or other expenses reasonably incurred by such
indemnified  party in connection with investigating or defending any such Claim.
No  person guilty of fraudulent misrepresentation (within the meaning of Section
11(f)  of  the  U.S.  Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.  Notwithstanding
anything  in this Section 3.5 to the contrary, no indemnifying party (other than
the  Company)  shall  be required pursuant to this Section 3.5 to contribute any
amount  in  excess  of the net proceeds received by such indemnifying party from
the  sale of Registrable Securities in the offering to which the losses, claims,
damages or liabilities of the indemnified parties relate, less the amount of any
indemnification  payment  made  pursuant  to  Sections  3.2  and  3.3.

      3.6  The indemnity agreements contained herein shall be in addition to any
other  rights to indemnification or contribution which any indemnified party may
have  pursuant  to  law or contract and shall remain operative and in full force
and  effect regardless of any investigation made or omitted by, or on behalf of,
any  indemnified  party  and  shall  survive  the  transfer  of  the Registrable
Securities  by  any  such  party.

   3.7  The indemnification and contribution required by this Article 3 shall be
made  by  periodic  payments  of  the  amount  thereof  during the course of the
investigation  or  defense,  as  and  when  bills are received or expense, loss,
damage  or  liability  is  incurred.

     4.   Underwritten  Offerings

     4.1   Requested  Underwritten Offerings  If requested by the underwriters
for  any  underwritten  offering by the Holders pursuant to a registration under
Section  2.1,  the  Company  shall enter into a customary underwriting agreement
with  the  underwriters.  Such  underwriting  agreement shall be satisfactory in
form  and  substance  to  the Company and the Holders that own a majority of the
Registrable  Securities  included  by  the  Holders  in  such  offering  acting
reasonably  and  shall  contain such representations and warranties by, and such
other  agreements  on  the  part  of,  the  Company  and such other terms as are
generally  prevailing in agreements of that type, including, without limitation,
indemnities  and  contribution  agreements.  Any  Holder  participating  in  the
offering shall be a party to such underwriting agreement and may, at its option,
require  that  any or all of the representations and warranties made by, and the
other  agreements  on  the part of, the Company to, and for the benefit of, such
underwriters shall also be made to, and for the benefit of, such Holder and that
any  or  all of the conditions precedent to the obligations of such underwriters
under  such underwriting agreement be conditions precedent to the obligations of
such  Holder;  provided, however, that the Company shall not be required to make
any  representations  or  warranties  with  respect  to information specifically
provided  by  a  selling  Holder  of Registrable Securities for inclusion in the
registration  statement.  Such  underwriting  agreement  shall also contain such
representations  and warranties by the participating Holders as are customary in
agreements  of  that  type.

     4.2  Piggyback Underwritten Offerings.  In the case  of  a  registration
pursuant  to  Section  2.2 hereof, if the Company shall have determined to enter
into  any  underwriting  agreements in connection therewith, all of the Holders'
Registrable  Securities  to be included in such registration shall be subject to
such underwriting agreement.  Any Holder participating in such registration may,
at  it option, require that any or all of the representations and warranties by,
and the other agreements on the part of, the Company to, and for the benefit of,
such underwriters shall also be made to, and for the benefit of, such Holder and
that  any  or  all  of  the  conditions  precedent  to  the  obligations of such
underwriters  under  such  underwriting agreement be conditions precedent to the
obligations  of  such  Holder.  Such  underwriting agreements shall also contain
such  representations  and  warranties  by  the  participating  Holders  as  are
customary  in  agreements  of  that  type.

     4.3  Underwriting Services  If  a  registration  pursuant  to  Section  2.1
involves  an  underwritten  offering,  then  Holders  that own a majority of the
Registrable Securities included by the Holders in such offering shall select the
underwriter  from underwriting firms of national reputation in the United States
subject  to  the  approval  of the Company, such approval not to be unreasonably
withheld.

     5.   General

     5.1   Rule  144.  The  Company  covenants  that (a) so long as it remains
subject to the reporting provisions of the Exchange Act, it will timely file the
reports  required to be filed by it under the Securities Act or the Exchange Act
(including,  without  limitation, the reports under Sections 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the Securities
Act),  and  (b)  will  take  such  further  action  as any Holder of Registrable
Securities  may reasonably request, all to the extent required from time to time
to  enable such Holder to sell Registrable Securities without registration under
the  Securities Act within the limitation of the exemptions provided by (i) Rule
144  under the Securities Act, as such Rule may be amended from time to time, or
(ii)  any  similar rule or regulation hereafter adopted by the Commission.  Upon
the request of any Holder of Registrable Securities, the Company will deliver to
such  Holder  a  written  statement  as  to  whether  it  has complied with such
requirements.

    5.2  Nominees for Beneficial Owners  If Registrable Securities are held by a
nominee  for  the beneficial owner thereof, the beneficial owner thereof may, at
its option, be treated as the Holder of such Registrable Securities for purposes
of  any request or other action by any Holder of Registrable Securities pursuant
to  this  Agreement  (or any determination of any number or percentage of shares
constituting Registrable Securities held by any Holder of Registrable Securities
contemplated  by this Agreement); provided, however, that the Company shall have
received  written  assurances  reasonably  satisfactory to it of such beneficial
ownership.

   5.3   Amendments.  The terms and provisions of this Agreement may be modified
or  amended, or any of the provisions hereof waived, temporarily or permanently,
pursuant  to  the  prior  written consent of the Company and the party adversely
affected  by  such  modification  or  waiver.

      5.4  Notices. All notices, requests, consents  and  other  communications
hereunder  to  any  party  shall  be  deemed  to be sufficient if contained in a
written  instrument  delivered  in  person  or  sent  by  telecopy,  nationally
recognized overnight courier or first class registered or certified mail, return
receipt  requested,  postage prepaid, addressed to such party at the address set
forth  below  or such other address as may hereafter be designated in writing by
such  party  to  the  other  parties:

      (i)  if  to  the  Company,  to:

           Meridian  USA  Holdings,  Inc.
           3350  N.W.  2nd  Avenue
           Boca  Raton,  FL  33431
           Attention:  Alan  J.  Posner
           Facsimile  (561)  417-6888

           with  copies  to:

           Aronauer,  Goldfarb,  Sills  &  Re,  LLP
           444  Madison  Avenue
           New  York,  NY  10022
           Attention:  Samuel  Goldfarb,  Esq.
           Facsimile:  (212)  755-6006

      (ii)  if to a Holder, at address set forth on the signature page hereto or
such  other  address as may hereafter be designated in writing by such Holder to
the  Company.

     Each Holder, by written notice given to the Company in accordance with this
Section 5.4, may change the address to which such notice or other communications
are  to  be sent to such Holder.  All such notices, requests, consents and other
communications  shall  be  deemed  to  have  been  given  when  received.

     5.5  Miscellaneous.

     5.5.1  This  Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and the respective successors, personal
representatives  and assigns of the parties hereto, whether so expressed or not.
No  Person  other  than  a  Holder  shall be entitled to any benefits under this
Agreement,  except  as  otherwise expressly provided herein.  This Agreement and
the rights of the parties hereunder may be assigned by any of the parties hereto
to any transferee of Registrable Securities; provided that upon the consummation
of,  and  as  a  condition  to,  any  such assignment the transferee assumes the
obligations  of the assignor under, and agrees to be bound by the terms of, this
Agreement.

     5.5.2 This Agreement and the other writings referred to herein or delivered
pursuant  hereto which form a part hereof contain the entire agreement among the
parties  with  respect  to the subject matter hereof and supersede all prior and
contemplated  arrangements  and  understandings  with  respect  thereto.

     5.5.3  This Agreement shall be governed by and construed in accordance with
the  laws  of  the  State of New York without giving effect to the principles of
conflicts  of  law  thereof.

     5.5.4 The headings of the sections of this Agreement have been inserted for
convenience  of  reference  only  and  shall  not be deemed to be a part of this
Agreement.

    5.5.5 This Agreement may be executed in any number of counterparts, and each
such  counterpart  hereof  shall  be deemed an original instrument, but all such
counterparts  together  shall  constitute  but  one  instrument.

     5.5.6   Whenever possible, each provision of this Agreement  shall  be
interpreted in such manner as to be effective and valid, but if any provision of
this  Agreement  is  held  to  be  invalid or unenforceable in any respect, such
invalidity  or  unenforceability  shall  not render invalid or unenforceable any
other  provision  of  this  Agreement.  If  any  provision  shall  be held to be
invalid,  such  provision  shall be deemed valid to the extent permitted by law.

     5.5.7    It is hereby agreed and acknowledged that it will be impossible to
measure  in  money  the  damages  that  would be suffered if the parties fail to
comply  with any of the obligations herein imposed on them and that in the event
of  any  such  failure, an aggrieved person will be irreparably damaged and will
not  have  an  adequate  remedy  at  law.  Any  such person, therefore, shall be
entitled  to  injunctive relief, including specific performance, to enforce such
obligations,  without  the  posting  of  any  bond, and, if any action should be
brought  in  equity  to enforce any of the provisions of this Agreement, none of
the  parties  hereto shall raise the defense that there is an adequate remedy at
law.

     5.5.8     Each party hereto shall do and perform  or  cause to be done and
performed  all  such  further  acts and things and shall execute and deliver all
such  other  agreements,  certificates,  instruments, and documents as any other
party  hereto  reasonably  may  request  in  order  to  carry out the intent and
accomplish  the  purposes  of  this  Agreement  and  the  consummation  of  the
transactions  contemplated  hereby.

     5.5.9     Each of the parties hereto hereby irrevocably and unconditionally
consents  to  submit to the exclusive jurisdiction of the courts of the State of
New York and of the United States of America, in each case located in the County
of  New York, for any action, proceeding or investigation in any court or before
any  governmental  authority  ("Litigation")  arising out of or relating to this
Agreement  and  the transactions contemplated hereby (and agrees not to commence
any  Litigation relating thereto except in such courts), and further agrees that
service  of  any  process, summons, notice or document by registered mail to its
respective  address  set  forth  in this Agreement shall be effective service of
process  for  any  Litigation brought against it in any such court.  Each of the
parties  hereto  hereby  irrevocably and unconditionally waives any objection to
the  laying  of  venue  of  any  Litigation arising out of this Agreement or the
transactions  contemplated  hereby in the courts of the State of New York or the
United  States  of  America, in each case located in the County of New York, and
hereby further irrevocably and unconditionally waives and agrees not to plead or
claim  in  any such court that any such Litigation brought in any such court has
been  brought  in  an  inconvenient  forum.  EACH OF THE PARTIES IRREVOCABLY AND
UNCONDITIONALLY  WAIVES,  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHTS TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION ARISING OUT OF
OR  RELATING  TO  THIS  AGREEMENT  OR  THE  TRANSACTIONS  CONTEMPLATED  HEREBY.

     5.6     No  Inconsistent  Agreements.  Without the prior written consent of
Holders  representing a majority of the Registrable Securities, the Company will
not,  on  or  after  the  date  of this Agreement, enter into any agreement with
respect  to its securities which is inconsistent with the rights granted in this
Agreement  or  otherwise  conflicts  with  the provisions hereof, other than any
lock-up  agreement  with  the  underwriters  in  connection  with any registered
offering  effected  hereunder,  pursuant to which the Company shall agree not to
register  for sale, and the Company shall agree not to sell or otherwise dispose
of,  Common  Stock  or  any  securities  convertible  into  or  exercisable  or
exchangeable  for  Common  Stock for a specified period following the registered
offering.

     IN  WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date  set  forth  above.

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

U.S.  BANCORP  INVESTMENTS,  INC.
      By:   /s/ Jess M. Ravich
      Name: Jess M. Ravich
      Title:Chairman

Address  for  Notice:
11766  Wilshire  Boulevard,  Suite  870
Los  Angeles,  CA  90025
Attention:  General  Counsel
Facsimile:  (310)  312-5640


</TEXT>
</DOCUMENT>
