MERIDIAN HOLDINGS INC, DEF 14A, 1999-11-16

MERIDIAN HOLDINGS INC
DEF 14A, 1999-11-16
COMPUTER & COMPUTER SOFTWARE STORES

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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

{X} Filed by the Registrant
{ } Filed by party other than the Registrant

{ } Preliminary Proxy Statement
{ } Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6 (e)(2))

{X } Definitive Proxy Statement
{ } Definitive Additional Materials
{ } Soliciting Material Pursuant to Rule 14a-11 (c) or Rule 14a-12

MERIDIAN HOLDINGS, INC

Payment of Filing Fee (Check appropriate box):

{X} No fee required.
{ } Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
{ } Fee paid previously with preliminary materials
{ } Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11 (a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

<PAGE>
MERIDIAN HOLDINGS, INC.
900 Wilshire Boulevard, Suite 500
Los Angeles, California 90017

December 1, 1999

RE: NOTICE OF ANNUAL MEETING FOR THE YEAR ENDING DECEMBER 1999

Dear Meridian Holdings Stockholder:

On behalf of the Board of Directors, it is a pleasure to invite you to attend
the 1999 Annual Meeting of Stockholders to be held at 1:00 p.m. Standard Pacific
time, on January 7, 2000, at the Ramada Inn, 633 Bristol Parkway, Culver City,
California 90230 for the following purposes:

1. To elect five members of the Company's Board of Directors, one of whom
shall be elected to serve for a three-year term, and four of whom shall each be
elected to serve for a one-year term;

2. To ratify the reappointment of Andrew Smith, Certified Public Accountant,
as the Company's independent certified public accountant for the fiscal year
ending December 31, 1999; and

3. To consider and vote upon a proposal to approve the Company's 1999 Joint
Incentive and Non-Qualified Stock Option Plan;

4. To transact such other business as may properly come before the Annual
Meeting and any adjournments or postponements thereof.

Members of management will report on the Company's operations, followed by a
period for questions and discussion.

We hope you can attend the meeting. Regardless of the number of shares you own,
your vote is very important. Please ensure that your shares will be represented
at the meeting by signing and returning your proxy now, even if you plan to
attend the meeting.

Thank you for your continued support of the Company.

Sincerely,

/s/ ANTHONY C. DIKE
- --------------------------------
Anthony C. Dike,
Chairman of the Board & CEO

<PAGE>
PLEASE SIGN, DATE AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.

MERIDIAN HOLDINGS, INC.

PROXY - ANNUAL MEETING OF STOCKHOLDERS - JANUARY 7, 2000

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

The undersigned stockholder of Meridian Holdings, Inc. (the "Company") hereby
constitutes and appoints Anthony C. Dike, lawful attorneys and proxies of the
undersigned, with full power of substitution, for and in the name, place and
stead of the under- signed, to vote at the Annual Meeting of Stockholders of the
Company to be held in the Ramada Inn at 6333 Bristol Parkway, Culver City,
California 90230, on Saturday, January 7, 2000 at 1:00 P.M. (local time),
and any adjournment(s) thereof, with all powers the undersigned would possess if
personally present and to vote thereat, as provided below, the number of shares
the undersigned would be entitled to vote if personally present for the
following purposes:

(Check One) FOR AGAINST ABSTAIN

ITEM 1: To elect the following
five nominees as directors of the Company
to serve until the next Annual Meeting
of Stockholders:
Anthony C. Dike ( ) ( ) ( )
James Kyle III ( ) ( ) ( )
James Truher ( ) ( ) ( )
Scott Welman ( ) ( ) ( )
Marcellina Offoha ( ) ( ) ( )

ITEM 2: To ratify the appointment
of Andrew Smith, CPA as independent
auditors for the fiscal year ending
December 31, 1999; ( ) ( ) ( )

ITEM 3: To consider and vote upon
a proposal to approve the Company's
1999 Joint Incentive and Non-Qualified
Stock Option Plan; ( ) ( ) ( )

ITEM 4: In his discretion, on such other matters as may properly come before
the meeting or any adjournments thereof; all as more particularly described in
the Company's Proxy Statement dated December 1, 1999, relating to such meeting,
receipt of which is hereby acknowledged.

Every properly signed proxy will be voted in accordance with the specifications
made thereon. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH ITEM
LISTED ABOVE. All prior proxies are hereby revoked. This Proxy will also be
voted in accordance with the discretion of the proxies or proxy on any other
business. Receipt is hereby acknowledged of the Notice of Special Meeting and
Proxy Statement.

(LABEL CONTAINING NAME, ADDRESS
AND NUMBER OF SHARES GOES HERE)

____________________________________ _________________________________
Signature Signature (if jointly held)
____________________________________ _________________________________
Print Name Print Name
____________________________________ _________________________________
Dated Dated

(Please sign exactly as name appears hereon. When signing as attorney, executor,
administrator, trustee, guardian, etc., give full title as such. For joint
accounts, each joint owner should sign.)
.

- -
- --------------------------------------------------
THIS IS AN IMPORTANT MEETING AND ALL STOCKHOLDERS ARE INVITED TO ATTEND THE
MEETING IN PERSON. THOSE STOCKHOLDERS WHO ARE UNABLE TO ATTEND ARE RESPECTFULLY
URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY FORM AS PROMPTLY AS POSSIBLE.
STOCKHOLDERS WHO EXECUTE A PROXY FORM MAY NEVERTHELESS ATTEND THE MEETING,
REVOKE THEIR PROXY, AND VOTE THEIR SHARES IN PERSON. YOUR BOARD RECOMMENDS THAT
YOU VOTE IN FAVOR OF THE NOMINEES FOR DIRECTORS AND FOR THE OTHER PROPOSALS TO
BE CONSIDERED AT THE ANNUAL MEETING. PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY FORM PROMPTLY USING THE ENCLOSED ENVELOPE
- -
- --------------------------------------------------

<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held January 7, 1999 1:00 P.M.

MERIDIAN HOLDINGS, INC.
900 Wilshire Blvd. Suite 500
Los Angeles, CA 90017

To the Stockholders of Meridian Holdings, Inc.

The annual meeting of stockholders of Meridian Holdings, Inc., a Colorado
corporation (the "Company"), will be held at 1:00 p.m. Standard Pacific time, on
January 7, 2000, at the Ramada Inn, 633 Bristol Parkway, Culver City,
California 90230 for the following purposes:

1. To elect five members of the Company's Board of Directors, one of whom
shall be elected to serve for a three-year term, and four of whom shall each be
elected to serve for a one-year term;

2. To consider and vote upon a proposal to approve the Company's 1999 Joint
Incentive and Non-Qualified Stock Option Plan;

3. To ratify the reappointment of Andrew Smith, Certified Public Accountant,
as the Company's independent certified public accountants for the fiscal year
ending December 31, 1999; and

4. To transact such other business as may properly come before the Annual
Meeting and any adjournments or postponements thereof.

The Board of Directors has fixed the close of business on November 21, 1999 as
the record date for determining those stockholders entitled to notice of, and to
vote at, the Annual Meeting. A list of stockholders entitled to vote at the
Annual Meeting may be examined at the offices of the Company situated at 900
Wilshire Boulevard, Suite 500, Los Angeles, California 90017 during the ten-day
period preceding the Annual Meeting. Whether or not you expect to attend the
meeting, please complete, date and sign the enclosed proxy and mail it promptly
in the enclosed envelope in order to ensure representation of your shares. No
postage need be affixed if the proxy is mailed in the United States.

By order of the Board of Directors,

/s/ ANTHONY C. DIKE
----------------------

Anthony C. Dike

Secretary

Los Angeles, California
December 1, 1999

<PAGE>
MERIDIAN HOLDINGS, INC
900 Wilshire Boulevard, Suite 500
Los Angeles, California 90017

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 7, 2000

This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Meridian Holdings, Inc., a Colorado corporation
(the "Company"), of proxies from the holders of the Company's common stock,
$.001 par value, (the "Common Stock"), for use at the 1999 Annual Meeting
of Stockholders of the Company to be held at 1:00 p.m. Standard Pacific time,
on January 7, 2000, at Ramada Inn, 6333 Bristol Parkway, Culver City, California
90230 or at any adjournment(s) or postponement(s) thereof (the
"Meeting"), pursuant to the enclosed Notice of Annual Meeting. The
approximate date that this Proxy Statement and the enclosed form of proxy are
first being sent to holders of Common Stock is November 21, 1999. Stockholders
should review the information provided herein in conjunction with the Company's
1999 Annual Report, which accompanies this Proxy Statement.

GENERAL INFORMATION

The enclosed proxy is solicited on behalf of the Company's Board of
Directors. The giving of a proxy does not preclude the right to vote in person
should any stockholder giving the proxy so desire. Any stockholder who executes
and delivers a proxy may revoke it at any time prior to its use by (1) giving
written notice of such revocation to the Company, care of the Secretary,
Meridian Holding Inc., 900 Wilshire Boulevard, Suite 500, Los Angeles,
California 90017; (2) executing and delivering a proxy bearing a later date to
the Secretary of the Company; or (3) appearing at the Meeting and voting in
person.
Shares represented by properly executed proxies will be voted at the Annual
Meeting as specified, unless such proxies are subsequently revoked as provided
above. If no choice is specified on a valid, unrevoked proxy, the shares will be
voted as recommended by the Board. Proxies will also authorize the shares
represented thereby to be voted on any matters not known as of the date of this
Proxy Statement that may properly be presented for action at the Annual Meeting.

On November 30, 1999, the record date for determination of stockholders of the
Company entitled to vote at the Annual Meeting (the "Record Date"), there were
25,957,500 shares of the Company's common stock outstanding (the "Common
Stock"), each share of which entitles the holder thereof to one vote on all
matters. The holders of a majority of the Common Stock present in person or
represented by proxy will constitute a quorum for transaction of business at the
Annual Meeting.

This Proxy Statement and the Form of Proxy will be sent to the Company's
stockholders on or about December 1, 1999.

The cost of preparing, assembling and mailing this Proxy Statement, the
Notice of Annual Meeting of Stockholders and the enclosed proxy is to be born by
the Company. In addition to the use of mail, employees of the Company may
solicit proxies by telephone, telegram or personal interview. The Company's
employees will receive no compensation for soliciting proxies other than their
regular salaries. Brokers, banks, nominees, fiduciaries and other custodians
will be requested to solicit beneficial owners of shares and will be reimbursed
for their expenses.

<PAGE>
PURPOSES OF THE MEETING

At the Meeting, the Company's stockholders will consider and vote upon the
following matters:

1. To elect five members of the Company's Board of Directors, one of whom
shall be elected to serve for a three-year term, and four of whom shall each be
elected to serve for a one-year term;

2. To consider and vote upon a proposal to approve the Company's 2000 Joint
Incentive and Non-Qualified Stock Option Plan;

3. To ratify the reappointment of Andrew Smith, Certified Public Accountant,
as the Company's independent certified public accountant for the fiscal year
ending December 31, 1999; and

4. To transact such other business as may properly come before the Annual
Meeting and any adjournments or postponements thereof.

Unless contrary instructions are indicated on the enclosed proxy, all
shares represented by valid proxies received pursuant to this solicitation (and
which have not been revoked in accordance with the procedures set forth above)
will be voted (a) for the election of the five nominees for director named
below, and (b) in favor of all other proposals described in the Notice of Annual
Meeting. In the event that a stockholder specifies a different choice by means
of the enclosed proxy, his shares will be voted in accordance with the
specification so made.

ITEM 1. ELECTION OF DIRECTORS

The Company's Bylaws provide that the number of directors constituting the
Company's Board of Directors shall be fixed by the Board of Directors,
provided that the number of directors shall not be fewer than one nor more
than nine. The Board of Directors has fixed at five the number of directors
that will constitute the Board. Each director elected at the Meeting will serve
until his or her term expires and until his or her successor has been duly
elected and qualified. Anthony C. Dike, MD, James L. Kyle III, MD, James W.
Truher, Scott W. Wellman, Esq., and Marcellina Offoha, Ph.D. and proxies will
be voted for such persons absent contrary instructions.

The Board of Directors has no reason to believe that any nominee will
refuse to act or be unable to accept election; however, in the event that a
nominee for director is unable to accept election or if any other unforeseen
contingency arises, proxies will be voted for the remaining nominees, if any,
and for such other person as may be designated by the Board of Directors, unless
it is directed by a proxy to do otherwise.

Certain information concerning the nominees for election as directors
is as follows:

Anthony C. Dike, MD. Dr. Dike, age 45 years---Dr. Dike has been the
Chairman of the Board, Chief Executive Officer and President of the Company
since May 25, 1999.Dr. Dike, a physician by training and an entrepreneur that
has funded and developed various start-up high technology businesses from
inception to fruition through his private Investment Firm, MMG Investments,
Inc., a California Corporation. He is the founder of CGI Communications
Services, Inc. , a specialized Internet, Intranet and Extranet services
provider; Bolingo.Com, the worlds largest high technology Store; Capnet.Com, and
Capnet Gateway Online Services, Internet Portal that provides a one-stop-center
for information regarding Healthcare, High-Technology and Humanity;
Bidafair.com, an Internet auction website, PricePickers.Com, and Internet-based
general Merchandise store, Capnet IPA-an Internet-based healthcare transaction
management company. Capnet IPA has service agreements in place with over seven
payors, 15 community hospitals, four teaching hospitals and 500 participating
physicians in the Greater Los Angeles County. Dr. Dike is also the founder of
Meridian Medical Enterprises Corporation, Meridian Health Systems P.C, and
Meridian Medical Group, P.C. In 1991, Dr. Dike founded Intercare Diagnostics,
Inc., a United States Food and Drug Administration (USFDA) registered
bio-medical software manufacturing company, with over five multimedia
healthcare related software programs in the market. He also pioneered the
design and development of the Mirage Systems Biofeedback Software program, the
first United States Food and Drug Administration approved Software only program
for biofeedback, self-regulation and relaxation training. Dr. Dike has served
in various capacities as a consultant to United States Department of Education
Office of Special Education grant applications peer review panel, where he was
recently appointed to serve in the standing panel for the next three years. Dr.
Dike served as a consultant to the United Nations "TOKTEN" (Transfer of
Knowledge by Foreign Nationals) Program for the United Nations "Sustainable
Human Development Projects" in Africa in 1997.

James L. Kyle III, MD. M-Div, Dr. Kyle III, age 42 years--- Dr. Kyle has
been the Director and Secretary of the Company since August 9, 1999. Dr. Kyle
is currently the Interim Dean of Charles R. Drew University of Medicine and
Science, Los Angeles, California. Prior to this appointment, he was the Chief
Medical Officer and Director of Clinical Business Development of the University
since March 1996. Dr. Kyle was the President and Chief Executive Officer of
Sharp Health Plan and a Vice President, Community Care Division of Sharp
Healthcare from March 1994 through March 1996. During the period from June 1990
through March 1994, Dr. Kyle started and maintained a private practice of
internal medicine in Long beach California. Dr. Kyle received his Bachelor of
Arts degree in Religion from Loma Linda University and his Masters of Divinity
from Andrews Theological Seminary. Dr. Kyle received his Medical Degree from
UCLA in 1987. Dr. Kyle performed his residency at UCLA, Department of Medicine
and received his California Medical License in 1988.

James W. Truher. Mr. Truher, age 63 years---Mr. Truher has been a Director
of the Company since August 19, 1999. Mr. Truher has over 40 years management
and engineering experience in the telecommunications industry. He is currently,
the Chairman and Chief Executive Officer of Superwire.Com, an internet services
and content provider company. Mr. Truher owns Columbia Management Corp., a
telecommunications services and investment company. Mr. Truher also serves as a
principal of Sanga International, Inc., one of the top five leading Java
Software Partners of Sun Microsystems, Inc. In 1988, Mr. Truher founded and
served as Chairman of the Board and Chief Executive Officer of SelecTel
Corporation, which prior to a merger with a public company, was an AT&T
Co-Marketing Partner and System Integration company. Mr. Truher then served as
Chairman and Chief Executive Officer of two publicly traded NASDAQ telecom
companies and has worked extensively with foreign PTT telephone companies. In
1981, Mr. Truher founded and was the Chief Executive Officer of Polaris
Intelcom, the first shared tenant service company in California.

Scott W. Wellman, Esq---Mr. Wellman, age 46, became a director of the
Company in October 1999, Mr. Wellman is a senior partner of a law firm Wellman &
Warren, LLP in Irvine California, specializing in business law and complex
business litigation with particular emphasis in securities matters, regulatory
enforcement matters, unfair competition, real estate, and international business
transactions. A graduate of University of California, Los Angeles, with BA in
Mathematics, Scott Wellman received his Juris Doctor as well as his Masters
degree in Economics in 1978 from the University of Southern California. Mr.
Wellman serves as an Adjunct Professor of Law at Whittier Law School, where he
teaches International Business Litigation and International Transactions. Mr.
Wellman has been the lecturer and or guest panelist for numerous seminars, and
has several publications.

Marcellina Offoha, Ph.D.---Ms. Offoha, age 45, became a director of the
Company in October 1999, Ms. Offoha has extensive experience in teaching and
counseling. Ms. Offoha has taught at several universities such as Shaw
University, Ithaca College, State University of New York, Philadelphia College
of Pharmacy & Science, Temple University, and Morgan State University. Ms.
Offoha holds a Ph.D. in Sociology from Temple University, Philadelphia,
Pennsylvania.

With the exception of Anthony C. Dike and Ms. Marcellina Offoha, none of the
directors are, or have been employed by the Company. There are no family
relationships between any directors or executive officers.

The election of the nominees requires the affirmative vote of a majority of the
shares of Common Stock represented at the Annual Meeting and entitled to vote
thereon.

The business of the Company is managed under the direction of the Board. The
Board presently consists of five directors, three of which are outside members
and two of which are officers of the Company. The Board members will serve until
their successors are elected at the 2000 Annual Meeting, unless they earlier
resign or are removed as provided in the Bylaws.

At present, the Board of Directors has no standing committees. The Board may, at
its discretion, designate one or more standing committees as are necessary in
the future to help manage the business and affairs of the Company.

Term and Classification of Board of Directors

The Board of Directors has determined that there will be only one Class of
Directors and the full Board shall consist of five directors. Directors are
elected each year for one-year term. The stockholders will elect five directors
for the coming year.

Meetings and Committees of the Board of Directors

During the fiscal year ended December 31, 1998, the Company's Board of
Directors acted five times by a unanimous written consent in lieu of a
meeting.

Executive Officers

The executive officers of the Company are as follows:

Anthony C. Dike, .Chairman/CEO and CFO

Russ A. Lyon Chief Technology Officer

EXECUTIVE COMPENSATION

The table below shows information concerning the annual and long-term
compensation for services in all capacities to the Company for the Chief
Executive Officer and other full-time employee executive officers of the
Company:

Summary Compensation

Annual Compensation

<TABLE>
<CAPTION>
Name Year Salary Bonus Stock Option All Other Compensation
<S> <C> <C> <C> <C> <C>
Anthony C. Dike 1999 $144,000 (F1) 0 0 0

Russ A. Lyon 1999 $ 100,000 $25,000 (F2) 500,000 (F3) 0
<FN>
F1: Payment of salary has been deferred until such time as the Company has sufficient
capital to commence such payment.

F2: Executive shall be entitled to earn a bonus with respect to each year of the Term
during which Executive is employed under the Employment Agreement up to $25,000(prorated
------
for partial years) based
</TABLE>

<PAGE>
upon the following criteria: a) $ 15,000 if the Company meets its
------
business plan as established by the Board of Directors for the year in question
(as established by the Board of Directors) and does not exceed its capital
budget for such year; b) an additional $5,000 if the Company exceeds its
-----
business plan by at least five percent (5%), and c) the remaining $ 5,000
-----
at the discretion of the Board. For purposes of determining whether the
Company has met its business plan, income and expense relating to acquisitions
and new projects made during the year shall be disregarded unless such
acquisitions or projects were included in the business plan for the year and the
plan shall be equitably adjusted for divestitures made during the year not
contemplated by the business

F3: As an additional element of compensation to Executive, in consideration of
the services to be rendered hereunder, the PARENT COMPANY shall grant to
Executive options to purchase 500,000 restricted shares of the PARENT
-------
COMPANY'S common stock, 150,000 of which shall have an exercise price equal to
-------
the fair market value of such stock on the date hereof, and the remaining
350,000options which represents a signing bonus of 200,000 shares, and the
-
first year option of 150,000 restricted shares of common stock shall have an
exercise price of $0.50/share (175,000Dollars). The terms and conditions of
----------- -------
such options shall be governed by a Stock Option Agreement between the Company
and Executive, in the form attached hereto as Exhibit "B".

Indemnification

The Company's Certificate of Incorporation eliminates or limits the
personal financial liability of the Company's directors, except in situations
where there has been a breach of the duty of loyalty, failure to act in good
faith, intentional misconduct or knowing violation of the law. In addition, the
Company's by-laws include provisions to indemnify its officers and directors and
other persons against expenses, judgments, fines and amounts paid in settlement
in connection with threatened, pending or completed suits or proceedings against
such persons by reason of serving or having served as officers, directors or in
other capacities, except in relation to matters with respect to which such
persons shall be determined to have acted not in good faith, unlawfully or not
in the best interest of the Company.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE
COMPANY PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT
IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, SUCH INDEMNIFICATION
IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's equity securities, to file with
the SEC initial reports of ownership and reports of changes in ownership of
equity securities of the Company with the Securities and Exchange Commission
("SEC"). Such persons also are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms the file.

To the Company's knowledge, based solely on review of the copies of
such forms that were furnished to the Company and representations that no other
reports were required, during the fiscal year ended December 31, 1998, the
Company's officers, directors and greater than 10% stockholders complied with
all filing requirements under Section 16(a) applicable to such persons.

<PAGE>
REPORT OF THE BOARD OF DIRECTORS

The Board of Directors, which consists of five directors, three of which are
outside members and two of which are officers of the Company, establishes the
general compensation policies of the Company and the compensation plans and
specific compensation levels for executive officers. The Company does not have a
separate Compensation Committee of its Board of Directors. The Company's
objective is to ensure that executive compensation be directly linked to ongoing
improvement in corporate performance and increasing shareholder value. The
following objectives are guidelines for compensation decisions: Job
Classification. The Company assigns a job grade to each salaries position, and
each job grade has a salary range, which is based on national salary surveys.
These salary ranges are reviewed annually to determine parity with national
compensation trends, and to ensure that the Company maintains a competitive
compensation structure. Competitive Salary Base. Actual salaries are based on
individual performance contributions within a competitive salary range for each
position established through job evaluation and market comparisons. The salary
of each corporate officer is reviewed annually by the Board of Directors. Stock
Option Programs. The purposes of the Company's ESOP and SOP are to provide
additional incentives to employees to work to maximize shareholder value. The
ESOP is open to all full-time employees of the Company and the SOP is open to
participation by key employees and other persons as determined by the Board,
based upon a subjective evaluation of the key employee's ability to influence
the Company's long-term growth and profitability. Stock options under the ESOP
may be granted at the current market price at the time of the grant or under the
SOP at prices as determined by the Board. With specific reference to the Chief
Executive Officer, the Board attempts to exercise great latitude in setting
salary and bonus levels and granting stock options. Philosophically, the Board
attempts to relate executive compensation to those variables over which the
individual executive generally has control. The Chief Executive Officer has the
primary responsibility for improving shareholder value for the whole Company.
The Board believes that it's objectives of linking executive compensation to
corporate performance results in alignment of compensation with corporate goals
and shareholder interest. When performance goals are met or exceeded,
shareholders' value is increased and executives are rewarded commensurately. The
Board believes that compensation levels during 1998/1999 adequately reflect the
Company's compensation goals and policies. In 1993, the Internal Revenue Code
was amended to add section 162(m), which generally disallows a tax deduction for
compensation paid to a company's senior executive officers in excess of $1
million per person in any year. Excluded from the $1 million limitation is
compensation which meets pre-established performance criteria or results from
the exercise of stock options which meet certain criteria. While the Company
generally intends to qualify payment of compensation under section 162(m), the
Company reserves the right to pay compensation to its executives from time to
time that may not be tax deductible.

The Company will compensate the members of the Board of Directors for each
meeting he/she attends, in the amount of $400 cash or equivalent in the form of
the Company's Common Stock at the fair market value.

MARKET FOR COMMON STOCK

The Company's Common Stock is traded on the Bulletin Board maintained by the
National Association of Securities dealers, Inc. under the symbol "MEHO." The
price range of the Company's Common Stock has varied significantly in the past
months ranging from a high bid of $1.00 and a low bid of $0.125 per share. The
above prices represent inter-dealer quotations without retail mark-up, mark-down
or commission, and may not necessarily represent actual transactions.

OUTSTANDING SHARES AND VOTING RIGHTS

The Board of Directors has set the close of business on November 21,
1999 as the record date (the "Record Date") for determining stockholders
of the Company entitled to notice of and to vote at the Meeting. As of the
Record Date, 25,957,500 shares of Common Stock were issued and outstanding, all
of which are entitled to be voted at the meeting. Each share of Common Stock
is entitled to one vote on all matters to be acted upon at the Meeting,
and neither the Company's Certificate of Incorporation nor its Bylaws
provides for cumulative voting rights.

<PAGE>
The attendance, in person or by proxy, of the holders of a majority of
the shares of Common Stock entitled to vote at the meeting is necessary to
constitute a quorum. The affirmative vote of a plurality of the shares of Common
Stock present and voting at the meeting is required for the election of
Directors. The affirmative vote of a majority of the outstanding shares of
Common Stock present and voting at the Meeting is required to pass upon the
proposals to ratify and approve the Company's 1999 Joint Incentive and
Non-Qualified Stock Option Plan and the reappointment of Andrew Smith CPA as
independent certified public accountants. Abstentions and broker non-votes
(hereinafter defined) will be counted as present for the purpose of determining
the presence of a quorum. For the purpose of determining the vote required for
approval of matters to be voted on at the Meeting, shares held by stockholders
who abstain from voting will be treated as being "present" and "entitled to
vote" on the matter, and, therefore, an abstention has the same legal effect as
a vote against the matter. However, in the case of a broker non-vote or where a
stockholder withholds authority from his proxy to vote the proxy as to a
particular matter, such shares will not be treated as "present" or "entitled to
vote" on the matter, and, therefore, a broker non-vote or the withholding of a
proxy's authority will have no effect on the outcome of the vote on the matter.
A "broker non-vote" refers to shares of Common Stock represented at the Meeting
in person or by proxy by a broker or nominee where such broker or nominee (1)
has not received voting instructions on a particular matter from the beneficial
owners or persons entitled to vote and (2) the broker or nominee does not have
discretionary voting power on such matter.

As of the Record Date, the directors of the Company owned in the
aggregate 25,000,000 shares of Common Stock constituting approximately 96% of
the outstanding shares of Common Stock entitled to vote at the Meeting. The
directors have advised the Company that they intend to vote all of their shares
in favor of each of the proposals to be presented at the Meeting. See "Security
Ownership of Certain Beneficial Owners," "Security Ownership of Management" and
"Election of Directors -- Certain Transactions."

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of November 1, 1999 to the extent
known to the Company, certain information regarding the ownership of the
Company's Common Stock by (i) each person who is known by the Company to own of
record or beneficially more than five percent of the Company's Common Stock,
(ii) each of the Company's directors and executive officers and (iii) all
directors and executive officers as a group. Except as otherwise indicated, the
shareholders listed in the table have sole voting and investment powers with
respect to the shares indicated.

<TABLE>
<CAPTION>
Name and Address of Amount and Nature of
Beneficial Owner Title Beneficial Ownership Status Percent of Class
- ------------------------------ -------- -------------------- -------- -----------------
<S> <C> <C> <C> <C>
Anthony C. Dike, M.D. Director 25,000,000 Active 96%

James L. Kyle III, M.D. Director Active

James W. Truher Director Active

Scott W. Wellman, Esq. Director Active

Marcellina Offoha, Ph.D Director 2,500 Active > 0.001%

All directors and Officers as
a group (six persons) 25,002,500
Charles Okehie Director 650,000 Resigned 2%
</TABLE>

THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE FOR
ELECTION OF THE NOMINEES AS THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE YEAR
2000

<PAGE>
ITEM II.

PROPOSAL TO APPROVE THE COMPANY'S 1999 STOCK OPTION PLAN

On July 29th 1999, the Board of Directors of the Company adopted
the Company's 1999 Joint Incentive and Non-Qualified Stock Option Plan (the
"1999 Plan"). The 1999 Plan will not become effective, however, unless approved
by the holders of a majority of the shares of Common Stock present or
represented and voting thereon at the Meeting. The text of the 1999 Plan is set
forth in Exhibit A hereto.

The Company has no other stock option plan.

Under the 1999 Plan, options to purchase up to 5,000,000 shares of Common Stock
may be granted to key employees of the Company and directors, consultants and
other individuals providing services to the Company through July , 2009. Such
options may be intended to qualify as "incentive stock options" with respect
to employees within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, or they may be intended not to qualify under such Section
422 ("non-qualified stock options").

The 1999 Plan will be administered by the Option Committee of the Board
of Directors (the "Committee"). The 1999 Plan allows the Board of Directors of
the Company to designate a committee of at least two non-employee directors to
administer the 1999 Plan for the purpose of complying with Rule 16b-3(d)(1)
under the Securities Exchange Act of 1934, as amended, with respect to future
grants under the 1999 Plan. The Committee will determine the persons who are to
receive options and the number of shares to be subject to each option. In
selecting individuals for options and determining the terms thereof, the
Committee may consider any factors that it deems relevant, including present and
potential contributions to the success of the Company. Because the officers and
the employees of the Company who may participate in the 1998 Plan and the amount
of their options will be determined on a discretionary basis by the Committee or
the full Board of Directors, it is not possible to state the names or positions
of, or the number of options that may be granted to, the Company's officers and
employees. Options granted under the 1999 Plan must be exercised within a period
fixed by the Committee, which may not exceed ten years from the date of
grant, or, in the case of incentive stock options granted to a holder of more
than 10%
of the total combined voting power of all classes of stock of the Company, five
years from the date of grant of the option. Options may be made exercisable
immediately or in installments, as determined by the Committee.

Options granted under the 1999 Plan are not transferable other than by
will or the laws of descent and distribution during the lifetime of the Optionee
and may be exercised only by the Optionee. The 1999 Plan provides that, in the
case of an incentive stock option, the exercise price of an option may not be
less than the fair market value of the Common Stock on the date of grant of the
option, and, if the Optionee is a holder of more than 10% of the total combined
voting power of all classes of stock of the Company, the exercise price of an
option may not be less than 110% of the fair market value of the Common Stock on
the date of grant of the option. The exercise price may be paid in cash, shares
of Common Stock owned by the Optionee, or a combination of cash and shares.

Stock options granted under the 1999 Plan may include the right to
acquire a reload option. If a participant pays all or part of the purchase price
of an option with shares of the Company's Common Stock held by the participant
for at least six months, then upon exercise of the option, the participant is
granted a reload option to purchase, at the fair market value as of the date of
grant of the reload option, the number of whole shares used by a participant in
the payment of the purchase price. A reload option is not exercisable until
the earlier of one year from the date of grant or the first day after the
expiration date of the option being exercised.

The 1999 Plan provides that in the event of changes in the corporate
structure of the Company or certain events affecting the Common Stock, the
Board, or the Committee, may, in its discretion, make adjustments with respect
to the number or kind of shares that may be issued under the 1998 Plan or that
may be covered by outstanding options, or in the exercise price per share, or in
the vesting of any options, or any combination of such terms. The 1999 Plan
provides that in connection with any merger or consolidation in which the
Company is not the surviving corporation and that results in the holders of the
outstanding voting securities of the Company (determined immediately prior to
such merger or consolidation) owning less than a majority of the outstanding
voting securities of the surviving corporation (determined immediately
following such merger or consolidation), any sale or transfer by the Company
of all or substantially all of its assets or any tender offer or exchange
offer for the acquisition, directly or indirectly, by any person or group of all
or a majority of the then outstanding voting securities of the Company,
all outstanding options fully vested under the 1999 Plan will become
exercisable in full on and after (i) 15 days prior to the effective date of
such merger, consolidation, sale, transfer or acquisition or (ii) the date of
commencement of such tender offer or exchange offer, as the case may be. In any
such situation, the board is authorized to give option holders the right to
immediately exercise all of their options, whether fully vested or unvested.

<PAGE>
For Federal income tax purposes, an Optionee will not recognize any
income upon the grant of a non-qualified stock option or an incentive stock
option.

Upon the exercise of a non-qualified stock option, the Optionee will
realize ordinary income equal to the excess (if any) of the fair market value of
the shares purchased upon such exercise over the exercise price. The Company
will be entitled to a deduction from income in the same amount and at the same
time as the Optionee realizes such income. Upon the sale of shares purchased
upon such exercise, the Optionee will realize capital gain or loss measured by
the difference between the amount realized on the sale and the fair market value
of the shares at the time of exercise of the option.

In contrast, upon the exercise of an incentive stock option, an
Optionee will not realize income, and the Company will not be entitled to a
deduction relating thereto. However, the difference between the fair market
value of the shares on the date of exercise and the exercise price constitutes
an item of tax preference for purposes of the calculating an alternative minimum
tax, which, under certain circumstances, could cause tax liability as a result
of an exercise. If the Optionee retains the shares issued to him upon exercise
of an incentive stock option for more than one year after the date of issuance
of such shares and two years after the date of grant of the option, then any
gain or loss realized on a subsequent sale of such shares will be treated as
long-term capital gain or loss. If, on the other hand, the Optionee sells the
shares issued upon exercise within one year after the date of issuance or within
two years after the date of grant of the option, then the Optionee will realize
ordinary income, and the Company will be entitled to a deduction from income, to
the extent of the excess of the fair market value of the shares on the date of
exercise or the amount realized on the sale (whichever is less) over the
exercise price. Any excess of the sale price over the fair market value of such
shares on the date of exercise will be treated as capital gain.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE
FOR APPROVAL OF THE 1999 STOCK OPTION 1999 PLAN.

ITEM III.

PROPOSAL TO RATIFY THE REAPPOINTMENT OF ANDREW SMITH, CPA AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS

Mr. Andrew Smith, Certified Public Accountant, audited the Company's
financial statements for the fiscal year ended December 31, 1998, and the Board
of Directors has selected Mr. Andrew Smith to serve as independent certified
public accountant for the fiscal year ending December 31, 1999. The Board
wishes to obtain from the stockholders a ratification of the Board's action in
appointing Andrew Smith, and such ratification requires the affirmative vote of
a majority of the shares of Common Stock present or represented by proxy and
entitled to vote at the Annual Meeting. The Board has approved the engagement
of Andrew Smith for audit services. Mr. Andrew Smith is expected to be present
at the Annual Meeting and will be afforded the opportunity to make a statement
if he desires to do so. Mr. Smith will also be available to respond to
appropriate questions. In the event the appointment of Andrew Smith, as
independent auditors for fiscal year 1999, is not ratified by the stockholders
the adverse vote will be considered as a direction to the Board to select other
auditors for the following year. However, because of the difficulty in making
any substitution of auditors so long after the beginning of the current year, it
is contemplated that the appointment for the fiscal year 1999 will be permitted
to stand unless the Board finds other good reason for making a change.

<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS VOTE
FOR RATIFICATION OF THE REAPPOINTMENT OF ANDREW SMITH, CPA AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
31, 1999

OTHER BUSINESS

The Board of Directors of the Company does not know of any other
matters that may be brought before the Meeting. However, should any
additional matters properly come before the meeting, it is the intention of the
persons named in the accompanying proxy to vote on such matters in accordance
with their best judgment. The enclosed proxy confers discretionary authority to
take action with respect to any additional matters, which may come before the
meeting.

INFORMATION CONCERNING STOCKHOLDER PROPOSALS

Pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of
1934, as amended, any proposals of stockholders intended to be considered by the
Company for inclusion in the proxy materials for the 2000 Annual Meeting of
Stockholders must be received by the Company by September 31, 2000. Such
proposals should be directed to Meridian Holdings, Inc., Attention: Secretary,
900 wilshire Blvd., Suite 500 Los Angeles, CA 90017. No stockholder proposals
were received for inclusion in this Proxy Statement.

STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING

Any proposals of stockholders intended to be considered by the Company for
inclusion in the proxy materials for the 2000 Annual Meeting of Stockholders
must be received by the Company by September 30, 2000. Such proposals should be
directed to Meridian Holdings, Inc., Attention: Secretary, 900 Wilshire Blvd,
Suite 500 Los Angeles, CA 90017. No stockholder proposals were received for
inclusion in this Proxy Statement.

OTHER MATTERS

The Company is not aware of any other business to be represented at the Annual
Meeting. However, should any additional matters properly come before the
meeting, it is the intention of the persons named in the accompanying proxy to
vote on such matters in accordance with their best judgment. The enclosed proxy
confers discretionary authority to take action with respect to any additional
matters which may come before the meeting.

PROXY SOLICITATION

All expenses in connection with solicitation of proxies will be borne by the
Company. In addition to solicitation by mail, proxies may be solicited
personally by telephone, telecopy or telegraph by Company officers and
employees. Brokers, banks, nominees, fiduciaries and other custodians will be
requested to solicit beneficial owners of shares and will be reimbursed for
their expenses.

<PAGE>
ADDITIONAL INFORMATION AVAILABLE

The Company files an Annual Report on Form 10-K with the Securities and Exchange
Commission. Stockholders may obtain a copy of this report (without exhibits),
without charge, by writing to Corporate Meridian Holdings, Inc. 900 Wilshire
Blvd, Suite 500, Los Angeles CA 90017

BY ORDER OF THE BOARD OF DIRECTORS

/s/ ANTHONY C. DIKE
- ---------------------- Anthony C. Dike, MD, Chairman &CEO

/s/ James Klye III
- ---------------------- James Kyle III, MD, M.Div, Director

/s/ James Truher
- ---------------------- James Truher Director

/s/ Scott Welman
- ---------------------- Scott Welman, Esq, Director

/s/ Marcellina Offoha
- ---------------------- Marcellina Offoha, Ph.D, Director

By order of the
Board of Directors

Anthony C. Dike, MD
Chairman of the Board

<PAGE>
EXHIBIT A
STOCK OPTION PLAN

OF
MERIDIAN HOLDINGS, INC.

SECTION 1 - DESCRIPTION OF PLAN. The Stock Option Plan (the "Plan"), of
---------------------------------
Meridian Holdings, Inc. (the "Company"), a corporation organized under the laws
of the State of Colorado. Under this Plan, key employees of the Company or any
present and future subsidiaries of the Company to be selected as below set
forth, may be granted options (the "Options") to purchase shares of the Common
Stock, par value, $0.001 per share, of the Company ("Common Stock"). For
purposes of this Plan, the term "subsidiary" mean any corporation 50% or more of
the voting stock of which is owned by the Company or by a subsidiary (as so
defined) of the Company. It is intended that the Options under this Plan will
either qualify for treatment as incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code") and be designated
"Incentive Stock Options" or not qualify for such treatment and be designated
"Non-qualified Stock Options".

SECTION 2 - PURPOSE OF PLAN. The purpose of the Plan and of granting
--------------------------------
options to specified employees is to further the growth, development and
financial success of the Company and its subsidiaries by providing additional
incentives to certain key employees holding responsible positions by assisting
them to acquire shares of Common Stock and to benefit directly from the
Company's growth, development and financial success.

SECTION 3 - ELIGIBILITY. The persons who shall be eligible to receive
---------------------------
grants of Options under this Plan shall be the directors, officers, key
employees and consultants of the Company or any of its subsidiaries. A person
who holds an Option is herein referred to as an"Optionee". More than one Option
may be granted to any one Optionee, however no Optionee may be granted options
to purchase an aggregate number of shares of Common Stock amounting to thirty
percent (30%) or more of the total number of shares that may be issued pursuant
to this Plan upon the exercise of Options granted hereunder.

For Incentive Stock Options, the aggregate fair market value (determined
at the time the Option is granted) of the Common Stock with respect to which
incentive stock options are exercisable for the first time by any Optionee
during any calendar year (under all Incentive Stock Option plans of the Company
or any subsidiary which are qualified under Section 422 of the Code) shall not
exceed $5,000,000.00 .

SECTION 4 -- ADMINISTRATION. The Plan shall be administered by a
-------------------------------
committee (the "Option Committee") to be composed of at least two
"disinterested" (as such term is used in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934) members of the Board of Directors of the
Company (the "Board"). Members of the Option Committee shall be appointed, both
initially and as vacancies occur, by the Board, to serve at the pleasure of the
Board. The entire Board may serve as the Option Committee, if by the terms of
this Plan all Board members are otherwise eligible to serve on the Option
Committee. No person may serve as a member of the Option Committee if such
person (a) is eligible to receive an Option under the Plan or under any other
plan of the Company entitling the participants to acquire Common Stock or stock
options of the Company or any of its affiliates (other than plans excepted by
Rule 16b-3(c)(2)), or (b) was so eligible at any time within the preceding
one-year period. The Option Committee shall meet at such times and places as it
determines and may meet through a telephone conference call. A majority of its
members shall constitute quorum, and the decision of a majority of those present
at any meeting at which a quorum is present shall constitute the decision of the
Option Committee. A memorandum signed by all of its members shall constitute
the decision of the Option Committee without necessity, in such event, for
holding an actual meeting. The Option Committee is authorized and empowered to
administer the Plan and, subject to the Plan, including the provisions of
Section 17, (i) to select the Optionees, to specify the number of shares of
Common Stock with respect to which Options are granted to each Optionee, to
specify the Option Price and the terms of the Options, and in general to grant
Options; (ii) to determine the dates upon which Options shall be granted and the
terms and conditions thereof in a manner consistent with this Plan, which terms
and conditions need not be identical as to the various Options granted; (iii) to
interpret the Plan; (iv) to prescribe, amend and rescind rules relating to the
Plan (v) to accelerate the time during which an Option may be exercised,
notwithstanding the provisions of the Option Agreement (as defined in Section
12) stating the time during which it may be exercised; (vi) to accelerate the
date by which any unexercised but vested portion of an Option terminates,
thereby requiring the Optionee to exercise the vested unexercised portion of
such Option or forfeit it, but in no event shall such date be less than two (2)
weeks later than the date the Optionee is informed of such acceleration; and
(vii) to determine the rights and obligations of participants under the Plan.
The interpretation and construction by the Option Committee of any provision of
the Plan or of any Option granted under it shall be final. No member of the
Option Committee shall be liable for any action or determination made in good
faith with respect to the Plan of any Option granted under it.

<PAGE>
SECTION 5 -- SHARES SUBJECT TO THE PLAN. The aggregate number of shares
-----------------------------------------
of Common Stock which may be purchased pursuant to the exercise of Options
(whether Incentive Stock Options or Non-qualified Stock Options) granted under
the Plan shall not exceed 2,000,000 shares. Upon the expiration or termination
for any reason of an outstanding Option which shall not have been exercised in
full or upon the repurchase by the Company of shares of Common Stock issued
pursuant to rights of repurchase, any shares of Common Stock then remaining
unissued which shall have been reserved for issuance upon such exercise or which
shall have been repurchased shall again become available for the granting of
additional Options under the Plan.

SECTION 6 -- OPTION PRICE. Expect as provided in Section 11, the purchase
--------------------------
price per share (the "Option Price") of the shares of Common Stock underlying
each Option shall be not less than the fair market value of such shares on the
date of granting of the Option. Such fair market value shall be determined by
the Option Committee on the basis of reported closing sales price on such date
or, in the absence of reported sales price on such date, on the basis of the
average of reported closing bid and asked prices on such date. In the absence
of either reported sales price or reported bid and asked prices, the Option
Committee shall determine such market value on the basis of the best available
evidence.

SECTION 7 -- EXERCISE OF OPTIONS. Subject to all other provisions of
-------------------------------------
this Plan, each Option shall be exercisable for the full number of shares of
Common Stock subject thereto, or any part thereof, in such installments and at
such intervals as the Option Committee may determine in granting such Option,
provided that (i) each Option shall become fully exercisable no later than five
(5) years from the date the Option is granted, (ii) the number of shares of
Common Stock subject to each Option shall become exercisable at the rate of at
least 20% per year each year until the Option is fully exercisable, and (iii) no
option may be exercisable subsequent to its termination date. Each Option shall
terminate and expire, and shall no longer be subject to exercise, as the Option
Committee may determine in granting such Option, but in no event later than ten
years after the date of grant thereof. The Option shall be exercised by the
Optionee by giving written notice to the Company specifying the number of shares
to be purchased and accompanied by payment of the full purchase price therefor
in cash, by check or in such other form of lawful consideration as the Board may
approve from time to time, including, without limitation and in the sole
discretion of the Board, the assignment and transfer by the Optionee to the
Company of outstanding shares of the Company's Common Stock theretofore held by
Optionee.

<PAGE>
SECTION 8 -- ISSUANCE OF COMMON STOCK. The Company's obligation to issue
--------------------------------------
shares of its Common Stock upon exercise of an Option granted under the Plan is
expressly conditioned upon the completion by the Company of any registration or
other qualification of such shares under any state and/or federal law or ruling
or regulations or the making of such investment or other representations and
undertakings by the Optionee (or his or her legal representative, heir or
legatee, as the case may be) in order to comply with the requirements of any
exemption from any such registration or other qualification of such shares which
the Company in its sole discretion shall deem necessary or advisable. Such
required representations and undertakings may include representations and
agreements that such Optionee (or his or her legal representative, heir or
legatee): (a) is purchasing such shares for investment and not with any present
intention of selling or otherwise disposing thereof; and (b) agrees to have a
legend placed upon the face and reverse of any certificates evidencing such
shares (or, if applicable, and appropriate data entry made in the ownership
records of the Company) setting forth (i) any representations and undertaking
which such Optionee and undertaking which such Optionee has given to the Company
or a reference thereof, and (ii) that, prior to effecting any sale or other
disposition of any such shares, the Optionee must furnish to the Company an
opinion of counsel, satisfactory to the Company and its counsel, to the effect
that such sale or disposition will not violate the applicable requirements of
state and federal laws and regulatory agencies. The Company will make a
reasonable good faith effort to comply with such state and/or federal laws,
rulings or regulations as may be applicable at the time the Optionee (or his or
her legal representative, heir or legatee, as the case may be) wishes to
exercise an Option, provided that the Optionee (or his or her legal
representative, heir or legatee) also makes a reasonable good faith effort to
comply with said laws, rulings and regulations; however, there can be no
assurance that either the Company or the Optionee (or his or her legal
representative, heir or legatee), each in the respective exercise of their
reasonable good faith business judgment, will in fact comply with said laws,
ruling and regulations.

SECTION 9 -- NONTRANSFERABILITY. No Option shall be assignable or
-----------------------------------
transferable, except that an Option may be transferable by will or by the laws
of descent and distribution or pursuant to qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act,
or the rules thereunder, provided such Option explicitly so provides. During
the lifetime of an Optionee, any Option granted to him or her shall be
exercisable only by him or her. After the death of an Optionee, the Option
granted to him (if so transferable) may be exercised, prior to its termination,
only by his or her legal representative, his legatee or a person who acquired
the right to exercise the Option by reason of the death of the Optionee.

SECTION 10 -- RECAPITALIZATION, REORGANIZATION, MERGER OR CONSOLIDATION.
--------------------------------------------------------------------------
If the outstanding shares of Common Stock of the Company are increased,
decreased, or exchanged for different securities through reorganization, merger,
consolidation, recapitalization, reclassification, stock split, stock dividend
or like capital adjustment, a proportionate adjustment shall be made (a) in the
aggregate number of shares of Common Stock which may be purchased pursuant to
the exercised of Options granted under the Plan, as provided in Section 5, and
(b) in the number, price, and kind of shares subject to any outstanding Option
granted under the Plan.

Upon the dissolution or liquidation of the Company or upon any
reorganization, merger, or consolidation in which the Company does not survive
or in which the equity ownership of the Company prior to such transaction
represents less than 50% of the equity ownership of the Company subsequent to
the transaction, the Plan and each outstanding Option shall terminate; provided
that the Company will give written notice thereof each Optionee at least thirty
(30) days prior to the date of such dissolution, liquidation, reorganization,
merger or consolidation, and in such event (a) the Company may, but shall not be
obligated to, with respect to each Optionee who is not tendered an option by the
surviving corporation in accordance with all of the terms of provision (b)
immediately below, grant the right, until ten days before the effective date of
such dissolution, liquidation, reorganization, merger or consolidation, to
exercise, in whole or in part, any unexpired Option or Options issued to him or
her, without regard to the surviving entity.

<PAGE>
SECTION 12 -- OPTION AGREEMENT. Each Option granted under the Plan shall be
- -----------------------------------
evidenced by a written stock option agreement executed by the Company and
accepted by the Optionee, which (a) shall contain each of the provisions and
agreements herein specifically required to be contained therein, (b) shall
contain terms and conditions permitting such Option to qualify for treatment as
an incentive stock option under Section 422 of the Code if the Option is
designated an Incentive Stock Option, (c) may contain the agreement of the
Optionee to resell any Common Stock issued pursuant to the exercise of Options
granted under the Plan to the Company (or its assignee) for the Option Price of
such Options to the extent any vesting restrictions apply to such Common Stock,
or for the then fair market value of such Common Stock if no such restrictions
then apply, (d) may contain the agreement of the Optionee granting a right of
first refusal to the Company (or its assignee) on transfers of Common Stock no
subject to vesting restrictions, and (e) may contain such other terms and
conditions as the Option Committee deems desirable and which are not
inconsistent with the Plan. With regard to agreements of the Optionee
contemplated by items (c) and (d) of the previous sentence, the Company's rights
pursuant to a right of first refusal and, notwithstanding any other termination
provisions, the Company's right to repurchase vested shares shall terminate upon
the closing of the first sale of the Common Stock of the Company to the public
pursuant to a registration statement filed with, and declared effective by the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
with gross proceeds to the Company as seller of not less than $7.5 million
before deducting underwriting commissions, or upon the liquidation or
dissolution of the Company.

SECTION 13 -- RIGHTS AS A SHAREHOLDER. An Optionee or a transferee of an
---------------------------------------
Option shall have no rights as a shareholder with respect to any shares covered
by this Option until exercise thereof, except that each Optionee shall have the
right to receive a copy of the Company's audited financial statements (if
available) no later than 120 days following the end of each fiscal year of the
Company. No adjustment shall be made for dividends (Ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
of which the record date is prior to the exercise date, except as expressly
provided in Section 10.

SECTION 14 -- TERMINATION OF OPTIONS. Each Option granted under the Plan
-------------------------------------
shall set forth a termination date thereof, which date shall be not later than
ten years from the date such Option is granted. In any event all Options shall
terminate an expire upon the first to occur of the following events:

(a) the expiration of three months from the date of an Optionee's
termination of employment (other than by reason of death), except that if an
Optionee is then disabled (within the meaning of Section 22(e)(3) of the Code),
the expiration of one year from the date of such Optionee's termination of
employment; or

(b) the expiration of one year from the date of the death of an Optionee if
his or her death occurs while he or she is, or not later than three months after
he or she has ceased to be, employed by the Company or any of its subsidiaries
in a capacity in which he or she would be eligible receive grants of Options
under the Plan; or

The termination of employment of an Optionee by death or otherwise shall
not accelerate or otherwise affect the number of shares to which an Option may
be exercised and such Option may only be exercised with respect to that number
of shares which could have been purchased under the Option had the Option been
exercised by the Optionee on the date of such termination.

SECTION 15 -- WITHHOLDING OF TAXES. The Company may deduct and withhold
------------------------------------
from the wages, salary, bonus and other compensation paid by the Company to the
Optionee the requisite tax upon the amount of taxable income, if any, recognized
by the Optionee in connection with the exercise in whole or in part of any
Option or the sale of Common Stock issued to the Optionee upon exercise of the
Option, all as may be required from time to time under any federal or state laws
and regulations. This withholding of tax shall be required from time to time
under any federal or state tax laws and regulations. This withholding of tax
shall be made from the Company's concurrent or next payment of wages, salary,
bonus or other income to the Optionee or by payment to the Company by the
Optionee of required withholding tax, as the Option Committee may determine.

<PAGE>
SECTION 16 -- EFFECTIVENESS AND TERMINATION OF PLAN. The Plan shall be
------------------------------------------------------
effective on the date on which it is adopted by the Board; provided, however,
(a) the Plan shall be approved by the shareholders of the Company within 12
months of such date of adoption by the Board, (b) no Option shall be exercised
pursuant to the Plan until the Plan has been approved by the shareholders of the
Company, and (c) no Option may be granted hereunder on or after that date which
is ten years form the effective date of the Plan. The Plan shall terminate when
all Options granted hereunder either have been fully exercised, and all shares
of Common Stock which may be purchased pursuant to the exercise of such Options
have been so purchased, or have expired; provided, however, that the Board may
in its absolute discretion terminated the Plan at any time. No such
termination, other than as provided for in Section 10 hereof, shall in any way
affect any Option then outstanding.

SECTION 17 -- AMENDMENT OF PLAN. The Board may (a) make such changes in
the terms and conditions of granted Options as it deems advisable, provided each
Optionee affected by such change consents thereto, and (b) make such amendments
to the Plan as it deems advisable. Such amendments and changes shall include,
but not be limited to, acceleration of the time at which an Option may be
exercised, but may not, without the written consent or approval of the holders
of a majority of that voting stock of the Company which is represented and is
entitled to vote at a duly held shareholders meeting (a) increase the maximum
number of shares subject to Options, except pursuant to Section 10 of the Plan
(b) decrease the Option Price requirement contained in Section 6 (except as
contemplated by Section 11) of the Plan (c) change the designation of the class
of employees eligible to receive Options (d) modify the limits set forth in
Section 3 of the Plan regarding the value of Common Stock for which any Optionee
may be granted Options, unless the provisions of Section 422(d) of the Code are
likewise modified or (e) in any manner materially increased the benefits
accruing to participants under the Plan.

BE IT RESOLVED:

The terms and conditions of this Stock Option Plan are accepted by the
Corporation on this 28th day of July 1999.

/S/ ANTHONY C. DIKE
- -------------------------
Anthony C. Dike
Chief Executive Officer SEAL

<PAGE>
EXHIBIT B

STOCK OPTION AGREEMENT

AGREEMENT, made this ____ day of ______, 1999, by and between MERIDIAN
HOLDINGS, INC., a Colorado corporation, hereinafter referred to as the "Company"
and , an individual, hereinafter referred to as the "Optionee".

WITNESSETH:

WHEREAS, pursuant to the resolution adopted by the Board of Directors of the
Company, the Company has entered into a Employment Agreement with the Optionee
and, pursuant to the Agreement, the Company has agreed to grant to the Optionee
an Option to purchase shares of common stock of the Company at the prices per
share hereinafter set forth, such option to be for the term and upon the terms
and conditions hereinafter stated;

NOW THEREFORE, in good consideration of the promises, the mutual covenants
herein contained and other good and valuable consideration, the parties hereto
agree as follows:

1. OPTION. The Company hereby grants to the Optionee the right and option
-------
(hereinafter referred to as the "Option") to purchase all or any part of an
aggregate of 500,000 shares of common stock of the Company (hereinafter referred
to as the "Shares") on the terms and conditions herein set forth.

2. TERM. The term of the Option shall commence on the September 1, 1999 and
-----
shall expire Sixty (60) months from such date on September 1, 2004, save and
except that upon termination of the Agreement, the Option granted herein shall
cease and expire ninety (90) days from the date of terminating the Agreement.

3. PURCHASE PRICE. The purchase price of the Option shall be
----------------
______dollars ($XXXX.) the receipt and sufficiency of which is hereby
acknowledged. The purchase prices of the Shares covered by the Option shall
increase in a range from $0.25 to $25.00 per share. The Optionee has the right
to purchase Shares in accordance with the following schedule, which purchase
price shall be payable in full, in cash or note, upon exercise of the Option in
accordance with the terms and conditions here provided:

A. XXXX SHARES AT A PRICE OF $.25 PER SHARE
B. XXXX SHARES AT A PRICE OF $.50 PER SHARE
B. XXXX SHARES AT A PRICE OF $2.50 PER SHARE
C. XXXX SHARES AT A PRICE OF $5.00 PER SHARE
D. XXXX SHARES AT A PRICE OF $10.00 PER SHARE
E. XXXX SHARES AT A PRICE OF $25.00 PER SHARE

4. SECURITIES TO BE REGISTERED. Both the Option and the Shares covered by
the Option shall be "registered securities" as defined for the General Rules and
Regulations under the Securities Act of 1933, as amended (the "Act").

5. EXERCISE. The Option shall be exercisable in whole or in part at any
time and from time to time during the term of the Option by written notice
delivered to the Company at 900 Wilshire Boulevard, Suite 500, Los Angeles,
California 90017. The notice shall state the number of Shares with respect to
which the Option is being exercised, shall contain a representation and
agreement by the Optionee in form and substance substantially as set forth in
the Notice of Exercise, shall be signed by the Optionee and shall be accompanied
by payment. The Option shall not be exercised at any time when its exercise or
the delivery of the Shares referred to in the notice would be a violation of any
law, governmental regulation or ruling. The Option shall be exercisable only by
the Optionee. The Option can only be exercised when the underlying price of the
common shares of the Company is 125% of the exercise price of the Option for a
period of 10 days.

<PAGE>
6. ASSIGNMENT AND TRANSFER. The Option and the rights and obligations of
parties hereunder shall inure to the benefit of and shall be binding upon their
successors and assigns.

7. OPTIONEE AS SHAREHOLDER. Optionee shall have all rights as a shareholder
with respect to the Shares covered by the Option on and subsequent to the date
of issuance of a stock certificate or stock certificates to it. Adjustments
will be made for dividends or other rights with respect to which the record date
is on or subsequent to the date such stock certificates were issued.

8. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE. In the event of a change
in the capital structure of the Company as a result of any stock dividend, stock
split, combination or reclassification of shares, recapitalization or
consolidation of, the number of shares covered by the Option shall be
appropriately adjusted to ensure the same absolute benefit to the Optionee.

9. NOTICES. All notices required or permitted to be given under this
Agreement shall be sufficient if in writing and delivered or sent by registered
or certified mail to the principal office of each party.

10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.

IN WITNESS WHEREOF, the parties have executed this instrument on the day and
year first written above.

ATTEST:

MERIDIAN HOLDINGS, INC.

By: /S/ ANTHONY C. DIKE
----------------------

ANTHONY C. DIKE
CHIEF EXECUTIVE OFFICER
CHAIRMAN OF OPTION COMMITTEE

<PAGE>
EXHIBIT C

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and effective as of
November 1 , 1999, by and between Meridian Holdings, Inc., a Colorado
corporation ("PARENT COMPANY"), Intercare Diagnostics, Inc., a California
Corporation ("COMPANY"), and Russ A Lyon, an individual ("EXECUTIVE"), with
respect to the following facts and circumstances:
RECITALS

Company desires to retain Executive as President and Chief Technology
Officer of Intercare Diagnostics, Inc, the Company. Executive desires to be
retained by the PARENT COMPANY in that capacity, on the terms and conditions and
for the consideration set forth below.

NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements set forth herein, the parties hereto agree as follows:
ARTICLE 1

EMPLOYMENT AND TERM

EMPLOYMENT. Company hereby engages Executive in the capacity as President and
- ----------
Chief Technology Officer of Intercare Diagnostics, Inc. a subsidiary of Meridian
Holdings, Inc., and Executive hereby accepts such engagement by Company upon the
terms and conditions specified below.

Term. The term of this Agreement (the "Term") shall commence on November 1_,
- ---- -----------
1999 (or such earlier date on which Executive shall be released from his
commitments to his current employer) and shall continue in force until November
---------
1 , 2001, unless earlier terminated under Article 6 below. Each
- - - ----
twelve-month period commencing as of January 1, 1999 is sometimes called a "year
of the Term" (prorated for the first and last years of the Term).

DUTIES OF EXECUTIVE

DUTIES. Executive shall perform all the duties and obligations of President and
- ------
Chief Technology Officer and such other executive duties consistent with the
foregoing as may be assigned to him from time to time by the Company's
Chairman, Chief Executive Officer, or Board of Directors of the Parent Company.
Executive shall report to the Chairman and Chief Executive Officer of the Parent
Company. Executive shall perform the services contemplated herein faithfully,
diligently, to the best of his ability and in the best interests of Company.
Executive shall devote all his business time and efforts to the rendition of
such services. Executive shall at all times perform such services in compliance
with, and to the extent of his authority, shall ensure that Company is in
compliance with, any and all laws, rules and regulations applicable to Company
of which Executive is aware. Executive shall, at all times during the Term, in
all material respects adhere to and obey any and all written internal rules and
regulations governing the conduct of Company's employees, as established or
modified from time to time; provided, however, in the event of any conflict
between the provisions of this Agreement and any such rules or regulations, the
provisions of this Agreement shall control.

<PAGE>
EXCLUSIVE SERVICES. Except as otherwise expressly provided herein, Executive
- -------------------
shall devote his business time, attention, energies, skills, learning and best
efforts to the business of Company. Executive may participate in social, civic,
charitable, religious, business, educational or professional associations, so
long as such participation does not materially interfere with the duties and
obligations of Executive hereunder. This Section 2.2, however, shall not be
construed to prevent Executive from making passive outside investments so long
as such investments do not require material time of Executive or otherwise
interfere with the performance of Executive's duties and obligations hereunder.
Executive shall not make any investment in an enterprise that competes with
Company without the prior written approval of Company after full disclosure of
the facts and circumstances; provided, however, that so long as Executive does
not utilize material, non-public information this sentence shall not preclude
Executive from owning up to one percent (1%) of the securities of a publicly
traded entity. During the Term (including the portion of the Term remaining in
the event of a termination by the Company for cause under Section 6.1 or by
Executive prior to the normal expiration of the Term) Executive shall not
directly or indirectly work for or provide services to or own an equity interest
in any person, firm or entity engaged in the Telemedicine Projects. In this
regard, Executive acknowledges that the Telemedicine industry is national in
scope and that accordingly this covenant shall apply throughout the United
States.

COMPENSATION

SALARY. In consideration for Executive's services hereunder, Company shall pay
- ------
Executive an annual salary at the rate of $100,000 per year during each of the
-------
years of the Term; payable in accordance with Company's regular payroll schedule
from time to time (less any deductions required for Social Security, state,
federal and local withholding taxes, and any other authorized or mandated
withholdings).

BONUS. Executive shall be entitled to earn a bonus with respect to each year of
- -----
the Term during which Executive is employed under this Agreement up to $25,000
------
(prorated for partial years) based upon the following criteria: a) $
15,000 if the Company meets its business plan as established by the Board
of Directors for the year in question (as established by the Board of Directors)
and does not exceed its capital budget for such year; b) an additional $5,000 if
-----
the Company exceeds its business plan by at least five percent (5%), and c) the
remaining $ 5,000 at the discretion of the Board. For purposes of
-----
determining whether the Company has met its business plan, income and expense
relating to acquisitions and new projects made during the year shall be
disregarded unless such acquisitions or projects were included in the business
plan for the year and the plan shall be equitably adjusted for divestitures made
during the year not contemplated by the business plan. No bonus under clause a)
will be earned or payable if the Company's results are less than those
established as target results in the business plan. Any such bonus earned by
Executive shall be paid annually within [ninety] days after the conclusion of
the Company's fiscal year.

STOCK OPTIONS. As an additional element of compensation to Executive, in
- --------------
consideration of the services to be rendered hereunder, the Parent Company
shall grant to Executive options to purchase 500,000 restricted shares of the
-------
Parent Company's common stock, 150,000 of which shall have an exercise price
-------
equal to the fair market value of such stock on the date hereof, and the
remaining 350,000 options which represents a signing bonus of 200,000 shares,
--------
and the first year option of 150,000 restricted shares of common stock shall
have an exercise price of $0.50/share (175,000Dollars). The terms and
----------- -------
conditions of such options shall be governed by a Stock Option Agreement between
the Company and Executive, in the form attached hereto as Exhibit "A".

EXECUTIVE BENEFITS

VACATION. In accordance with the general policies of Company applicable
- --------
generally to other employees pursuant to Company's personnel policies from time
to time, Executive shall be entitled to four weeks' vacation each calendar
year, without reduction in compensation.

COMPANY EMPLOYEE BENEFITS. Executive shall receive all group insurance and
- ---------------------------
pension plan benefits and any other benefits on the same basis as they are
available generally to other senior executives of the Company under Company
personnel policies in effect from time to time.

BENEFITS. Executive shall receive all other such fringe benefits as Company may
- --------
offer generally to other senior executives of the Company under Company
personnel policies in effect from time to time, such as health and disability
insurance coverage and paid sick leave.

<PAGE>
REIMBURSEMENT FOR EXPENSES

Executive shall be reimbursed by Company for all ordinary and necessary
expenses incurred by Executive in the performance of his duties or otherwise in
furtherance of the business of Company in accordance with the policies of
Company in effect from time to time. Executive shall keep accurate and complete
records of all such expenses, including, but not limited to, proof of payment
and purpose. Executive shall account fully for all such expenses to Company.

TERMINATION

TERMINATION FOR CAUSE. Without limiting the generality of Section 6.2, Company
- ----------------------
shall have the right to terminate Executive's employment, without further
obligation or liability to Executive, upon the occurrence of any one or more of
the following events, which events shall be deemed termination for cause:

FAILURE TO PERFORM DUTIES. If Executive neglects or otherwise fails adequately
- ---------------------------
to perform the duties of his employment under this Agreement, after having
received written notice specifying such failure to perform and a reasonable
opportunity, not to exceed ten days, to perform.

WILLFUL BREACH. If Executive willfully commits a material breach of this
- ----------------
Agreement or a material breach of his fiduciary duty to Company.

WRONGFUL ACTS. If Executive is convicted of a felony or any other serious
- ---------------
crime, commits a serious wrongful act or engages in other misconduct that would
make the continuance of his employment by Company materially detrimental to
Company, which determination shall be made as a reasonable exercise of Company's
judgment.

DISABILITY. If Executive is physically or mentally disabled from the
- -----------
performance of a major portion of his duties for a continuous period of 60 days
or greater, which determination shall be made as a reasonable exercise of
Company's judgment, provided, however, if the Executive's disability is the
result of a serious health condition as defined by the federal Family and
Medical Leave Act (or its California equivalent) ("FMLA"), Executive's
employment shall not be terminated during any period of FMLA-qualifying leave
except as permitted by the FMLA. If there should be a dispute between Company
and Executive as to Executive's physical or mental disability for purposes of
this Agreement, the question shall be settled by the opinion of an impartial
reputable physician or psychiatrist agreed upon by the parties or their
representatives, or if the parties cannot agree within ten days after a request
for designation of such party, then a physician or psychiatrist designated by
the Los Angeles County Medical Association. The certification of such physician
or psychiatrist as to the questioned dispute shall be final and binding upon the
parties hereto.

TERMINATION WITHOUT CAUSE. Notwithstanding anything to the contrary herein,
- ---------------------------
Company shall have the right to terminate Executive's employment under this
Agreement at any time without cause by giving notice of such termination to
Executive.

EFFECTIVENESS ON NOTICE. Any termination under this Section 6 shall be
- -------------------------
effective upon receipt of notice by Executive of such termination or upon such
other later date as may be specified by Company in the notice (the "Termination
Date").

<PAGE>
EFFECT OF TERMINATION.
---------------------

PAYMENT OF SALARY AND EXPENSES UPON TERMINATION. If the Term of this Agreement
is terminated, all benefits provided to Executive by Company hereunder shall
thereupon cease and Company shall pay or cause to be paid to Executive all
accrued but unpaid salary and vacation benefits. In addition, promptly upon
submission by the Executive of his unpaid expenses incurred prior to the
Termination Date and owing to Executive pursuant to Article 5, reimbursement for
such expenses shall be made.
Termination for Disability. In the event of a termination under Section 6.1.4
(for disability), Executive may be eligible for benefits under the California
State Disability Insurance program for his first six months of disability, and
may thereafter be eligible for the benefits under any long term disability
insurance policy which Company may have as in effect from time to time.
Eligibility and benefits with regard to either insurance program shall be
governed by the applicable provisions of the insurance program or policy and
shall not be the responsibility of Company.

TERMINATION WITHOUT CAUSE. If Company terminates Executive without cause, in
- ---------------------------
addition to amounts payable to Executive under Section 6.4.1, Executive shall be
entitled to receive the amounts specified in Article 3 through the end of the
Term, payable in accordance with Company's regular salary payment schedule from
time to time. During the period from the Termination Date until the end of the
Term (the "Mitigation Period") the payments which Company is obligated to make
to Executive under this Section 6.4.3 shall be reduced by the amount of
compensation which is, or reasonably could have been, earned by Executive from
other sources with respect to the Mitigation Period. If Executive earns more
than the amounts specified in this Section 6.4.3 with respect to the Mitigation
Period, Executive shall not be entitled to any payments from Company with
respect to the Mitigation Period, but Executive shall not be obligated to pay
the amount of any excess to Company (but Executive shall be obligated to return
to Company any payments previously made to Executive in excess of the amounts
due under this Section 6.4.3). During the Mitigation Period Executive shall have
an affirmative duty to seek other employment of a comparable nature and shall
truthfully, accurately and promptly report and account in writing to Company for
all compensation earned by Executive with respect to the Mitigation Period.

SUSPENSION. In lieu of terminating Executive's employment hereunder for cause
- ----------
under Section 6.1, Company shall have the right, at its sole election, to
suspend the operation of this Agreement during the continuance of events or
circumstances under Section 6.1 (the "Default Period") by giving Executive
written notice of Company's election to do so at any time during the Default
Period. Company shall have the right to extend the Term beyond its normal
expiration date by the period(s) of any suspension(s). Company's exercise of
its right to suspend the operation of this Agreement shall not preclude Company
from subsequently terminating Executive's employment hereunder. Executive shall
not render services to any other person, firm or corporation in the [type of
business] during any period of suspension. Executive shall not be entitled to
any compensation pursuant to the provisions hereof during the Default Period
except that, if Company elects to suspend the operation of this Agreement after
cause due to Executive's disability under Section 6.1.4, Company shall continue
to pay all compensation to the extent due hereunder until such time as the
Executive is eligible to receive long term disability insurance payments with
regard to any insurance program for which Company pays any portion of the
premiums.

CONFIDENTIALITY
NONDISCLOSURE OF CONFIDENTIAL MATERIAL. In the performance of his duties,
- -----------------------------------------
Executive may have access to confidential records, including, but not limited
to, development, marketing, organizational, financial, managerial,
administrative and sales information, data, specifications and processes
presently owned or at any time hereafter developed, by Company or its agents or
consultants, or used presently or at any time hereafter in the course of its
business that is not otherwise part of the public domain (collectively, the
"Confidential Material"). All such Confidential Material is considered secret
and is disclosed to Executive in confidence. Executive acknowledges that the
Confidential Material constitutes proprietary information of Company which draws
independent economic value, actual or potential, from not being generally known
to the public or to other persons who could obtain economic value from its
disclosure or use, and that Company has taken efforts reasonable under the
circumstances, of which this Section 7.1 is an example, to maintain its secrecy.
Except in the performance of his duties to Company, Executive shall not,
directly or indirectly for any reason whatsoever, disclose, divulge, communicate
use or otherwise disclose any such Confidential Material, unless such
Confidential Material ceases to be confidential because it has become part of
the public domain (not due to a breach by Executive of his obligations
hereunder). Executive shall also take all reasonable actions appropriate to
maintain the secrecy of all Confidential Information. All records, lists,
memoranda, correspondence, reports, manuals, files, drawings, documents,
equipment and other tangible items (including computer software), wherever
located, relating in any way to the Confidential Material or otherwise to
Company's business, which Executive shall prepare, use or encounter, shall be
and remain Company's sole and exclusive property and shall be included in the
Confidential Material. Upon termination of this Agreement, or whenever
requested by Company, Executive shall promptly deliver to Company any and all of
the Confidential Material, not previously delivered to Company, that may be, or
at any previous time has been, in the possession or under the control of
Executive.

<PAGE>
ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS. Any ideas, processes, know-how,
- ----------------------------------------------
copyrightable works, maskworks, trade or service marks, trade secrets,
inventions, developments, discoveries, improvements and other matters that may
be protected by intellectual property rights, that are the results of
Executive's efforts during the Term (collectively, the "Executive Work
Product"), whether conceived or developed alone or with others, and whether or
not conceived during the regular working hours of Company, shall be deemed works
made for hire and are the property of Company. In the event that for whatever
reason such Executive Work Product shall not be deemed a work made for hire,
Executive agrees that such Executive Work Product shall become the sole and
exclusive property of Company, and Executive hereby assigns to Company his
entire right, title and interest in and to each and every patent, copyright,
trade or service mark (including any attendant goodwill), trade secret or other
intellectual property right embodied in the Executive Work Product. Company
shall also have the right, in its sole discretion to keep any and all of the
Executive Work Product as Company's Confidential Material. The foregoing work
made for hire and assignment provisions are and shall be in consideration of
this agreement of employment by Company, and no further consideration is or
shall be provided to Executive by Company with respect to these provisions.
Executive agrees to execute any assignment documents Company may require
confirming Company's ownership of any of the Executive Work Product. Executive
also waives any and all moral rights with respect to any such works, including
without limitation any and all rights of identification of authorship and/or
rights of approval, restriction or limitation on use or subsequent
modifications. The Executive promptly will disclose to Company any Executive
Work Product.

NO UNFAIR COMPETITION AFTER TERMINATION OF AGREEMENT. Executive hereby
- ----------------------------------------------------------
acknowledges that the sale or unauthorized use or disclosure of any of Company's
Confidential Material obtained by Executive by any means whatsoever, at any time
before, during or after the Term shall constitute unfair competition. Executive
shall not engage in any unfair competition with Company either during the Term
or at any time thereafter.

NO HIRE AWAY. During the Term and for a period of one year thereafter,
- --------------
Executive shall not directly or indirectly hire or solicit any employee of
Company or any of its subsidiaries (or any person who was such an employee
within six months prior to such occurrence) or encourage any such employee to
leave the employment of Company or any of its subsidiaries.

NON-SOLICITATION OF CUSTOMERS. During the Term and for a period of two years
- -------------------------------
thereafter, Executive shall not directly or indirectly solicit any customers of
Company or its subsidiaries, or encourage any such customers to use the
facilities or services of any competitor of Company or its subsidiaries.

IRREPARABLE INJURY. The promised service of Executive under this Agreement and
- -------------------
the other promises of this Article 7 are of a special, unique, unusual,
extraordinary, or intellectual character, which gives them peculiar value, the
loss of which cannot be reasonably or adequately compensated in damages in an
action at law.

<PAGE>
REMEDIES FOR BREACH. Executive agrees that money damages will not be a
- ---------------------
sufficient remedy for any breach of the obligations under this Article 7 and
Article 2 hereof and that Company shall be entitled to injunctive relief (which
shall include, but not be limited to, restraining Executive from directly or
indirectly working for or having an ownership interest in any person engaged in
the Telemedicine business or using or disclosing the Confidential Material) and
to specific performance as remedies for any such breach. Executive agrees that
Company shall be entitled to such relief, including temporary restraining
orders, preliminary injunctions and permanent injunctions, without the necessity
of proving actual damages and without the necessity of posting a bond or making
any undertaking in connection therewith. Any such requirement of a bond or
undertaking is hereby waived by Executive and Executive acknowledges that in the
absence of such a waiver, a bond or undertaking might otherwise be required by
the court. Such remedies shall not be deemed to be the exclusive remedies for
any breach of the obligations in this Article 7, but shall be in addition to all
other remedies available at law or in equity.

ARBITRATION

In the event there is any dispute between Executive and Company which the
parties are unable to resolve themselves, including any dispute with regard to
the application, interpretation or validity of this Agreement or any dispute
with regard to any aspect of Executive's employment or the termination of
Executive's employment, both Executive and Company agree by entering into this
Agreement that the exclusive remedy for determining any such dispute, regardless
of its nature, will be by arbitration in accordance with the then most
applicable rules of the American Arbitration Association; provided, however, the
breach of the obligation to provide services under this Agreement or of the
obligations of Article 7 may be enforced by an action for injunctive relief and
damages in a court of competent jurisdiction. In the event of any conflict
between this Agreement and the rules of the American Arbitration Association,
the provisions of this Agreement shall be determinative. In the event the
parties are unable to agree upon an arbitrator, the parties shall select a
single arbitrator from a list designated by the Los Angeles Office of the
American Arbitration Association of seven arbitrators all of whom shall be
retired judges of the Superior or appellate courts resident in Los Angeles who
are members of the "Independent List" of retired judges. If the parties are
unable to select an arbitrator from the list provided by the American
Arbitration Association, then the parties shall each strike names alternatively
from the list, with the first to strike being determined by lot. After each
party has used three strikes, the remaining name on the list shall be the
arbitrator. Any arbitration shall be administered by the American Arbitration
Association only if both parties so agree. This agreement to resolve any
disputes by binding arbitration shall extend to claims against any shareholder
or partner of the Company, any brother-sister company, parent, subsidiary or
affiliate of the Company, any officer, director, employee, or agent of the
Company, or of any of the above, and shall apply as well to claims arising out
of state and federal statutes and local ordinances as well as to claims arising
under the common law. Unless mutually agreed by the parties otherwise, any
arbitration shall take place in Los Angeles County, California. In the event
the parties are unable to agree upon a location for the arbitration, the
location within Los Angeles County shall be determined by the arbitrator. The
prevailing party in such arbitration proceeding, as determined by the
arbitrator, and in any enforcement or other court proceedings, shall be entitled
to the extent permitted by law, to reimbursement from the other party for all of
the prevailing party's costs (including but not limited to the arbitrator's
compensation), expenses and attorneys' fees.
MISCELLANEOUS

AMENDMENTS. The provisions of this Agreement may not be waived, altered,
- ----------
amended or repealed in whole or in part except by the signed written consent of
the parties sought to be bound by such waiver, alteration, amendment or repeal.

ENTIRE AGREEMENT. This Agreement constitutes the total and complete agreement
- -----------------
of the parties and supersedes all prior and contemporaneous understandings and
agreements heretofore made, and there are no other representations,
understandings or agreements.

COUNTERPARTS. This Agreement may be executed in one or more counterparts, each
- ------------
of which shall be deemed an original, but all of which shall together constitute
one and the same instrument.

SEVERABILITY. Each term, covenant, condition or provision of this Agreement
- ------------
shall be viewed as separate and distinct, and in the event that any such term,
covenant, condition or provision shall be deemed by an arbitrator or a court of
competent jurisdiction to be invalid or unenforceable, the court or arbitrator
finding such invalidity or unenforceability shall modify or reform this
Agreement to give as much effect as possible to the terms and provisions of this
Agreement. Any term or provision which cannot be so modified or reformed shall
be deleted and the remaining terms and provisions shall continue in full force
and effect.

<PAGE>
WAIVER OR DELAY. The failure or delay on the part of Company, or Executive to
- -----------------
exercise any right or remedy, power or privilege hereunder shall not operate as
a waiver thereof. A waiver, to be effective, must be in writing and signed by
the party making the waiver. A written waiver of default shall not operate as a
waiver of any other default or of the same type of default on a future occasion.

SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and shall inure to
- ------------------------
the benefit of the parties to it and their respective heirs, legal
representatives, successors and assigns, except as otherwise provided herein.

NO ASSIGNMENT OR TRANSFER BY EXECUTIVE. Neither this Agreement nor any of the
- ----------------------------------------
rights, benefits, obligations or duties hereunder may be assigned or transferred
by Executive. Any purported assignment or transfer by Executive shall be void.

NECESSARY ACTS. Each party to this Agreement shall perform any further acts and
- --------------
execute and deliver any additional agreements, assignments or documents that may
be reasonably necessary to carry out the provisions or to effectuate the purpose
of this Agreement.

GOVERNING LAW. This Agreement and all subsequent agreements between the parties
- -------------
shall be governed by and interpreted, construed and enforced in accordance with
the laws of the State of California.

NOTICES. All notices, requests, demands and other communications to be given
- -------
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service, if personally served on the party to whom notice
is to be given, or 48 hours after mailing, if mailed to the party to whom notice
is to be given by certified or registered mail, return receipt requested,
postage prepaid, and properly addressed to the party at his address set forth as
follows or any other address that any party may designate by written notice to
the other parties:

To Executive: [Name]
[Address]
[Fax number, if applicable]

with copy to:

To Company: Meridian Holdings, Inc.
900 Wilshire Blvd, Suite 500,
Los Angeles, California 90017

[Attn: Anthony C. Dike, CEO]
-----------------------

with copy to Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, California 90067-4276

Attn: Ede C. Ibekwe, Esq.

<PAGE>
HEADINGS AND CAPTIONS. The headings and captions used herein are solely for the
- ---------------------
purpose of reference only and are not to be considered as construing or
interpreting the provisions of this Agreement.

ConstRUCTION. All terms and definitions contained herein shall be construed in
- ------------
such a manner that shall give effect to the fullest extent possible to the
express or implied intent of the parties hereby.

COUNSEL. Executive has been advised by Company that he should consider seeking
- -------
the advice of counsel in connection with the execution of this Agreement and
Executive has had an opportunity to do so. Executive has read and understands
this Agreement, and has sought the advice of counsel to the extent he has
determined appropriate.

WITHHOLDING OF COMPENSATION. Executive hereby agrees that Company may deduct
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and withhold from the compensation or other amounts payable to Executive
hereunder or otherwise in connection with Executive's employment any amounts
required to be deducted and withheld by Company under the provisions of any
applicable Federal, state and local statute, law, regulation, ordinance or
order.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered as of the date first written above.

EXECUTIVE COMPANY

/S/ Russ A. Lyon Meridian Holdings, Inc.,
- ------------------- a Colorado corporation
Russ A. Lyon

Social Security No.: _____________ By: /s/ Anthony C. Dike
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Its: Chairman & Chief Executive Officer