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


{ }  Filed  by  the  Registrant
{ }  Filed  by  party  other  than  the  Registrant
{X}  Preliminary  Proxy  Statement
{ }  Confidential,  For  Use  of  the Commission  Only  (as  permitted
     by  Rule  14a-6  (e)(2))
{ }  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.









































                                             1

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

February 8,  2003

RE:  NOTICE  OF  ANNUAL  MEETING  FOR  THE  YEAR  ENDING  DECEMBER  2001

Dear  Meridian  Holdings  Stockholder:

On  behalf  of  the Board of Directors, it is a pleasure to invite you to attend
the 2002 Annual Meeting of Stockholders to be held at 1:00 p.m. Standard Pacific
time, on March 8, 2003, at the Ramada Inn,  6333 Bristol  Parkway, Culver  City,
California  90230  for  the  following  purposes:

1.   To  elect  four  members  of the Company's Board of Directors to  serve for
a  one-year  term;

2.   To elect one member of the Company's Board of Directors to serve for a
three year term as the Chairman of the Board of Directors.

3.   To  ratify  the  reappointment  of  Andrew  Smith,  CPA  as  the  Company's
independent certified public accountant for the fiscal year ending  December 31,
2002;  and

4.   To consider and vote upon a proposal to re-approve the Company's 2001 Joint
Incentive  and  Non-Qualified  Stock  Option  Plan for the 2003 fiscal year;

5.   BOARD DISCRETION TO EFFECT REVERSE STOCK SPLIT. To  consider  and vote upon
each  of  the   following  proposed  amendments  to  our  Amended  and  Restated
Certificate of Incorporation and to permit  the board, at its discretion, to, at
any time prior to our next annual meeting:

(i) effect a reverse split of our outstanding common stock at an exchange  ratio
of 1-for-3;
(ii) effect a reverse split of our outstanding common stock at an exchange ratio
of 1-for-5; and
(iii) effect a reverse split of our outstanding common stock at an exchange
ratio of 1-for-10.

Our board of directors would retain discretion to elect to implement any one  of
the approved reverse stock splits or to elect not to implement a reverse stock
split at all.

6.   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.

The  Board  of Directors has fixed  the close of business on January 31, 2003 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.

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




                                             2

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


                             MERIDIAN HOLDINGS, INC.

            PROXY  -  ANNUAL  MEETING  OF  STOCKHOLDERS  -  MARCH  8,  2003

                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  Friday,  March 8, 2003  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:
     James  Kyle   II                            (  )     (  )     (  )
     James  Truher                               (  )     (  )     (  )
     Scott  Wellman                              (  )     (  )     (  )
     Marcellina  Offoha                          (  )     (  )     (  )

ITEM  2:       To  elect  the  following
nominee  as the Chairman of the Board of
director of  the  Company  to  serve
a three year term:
     Anthony C. Dike                              (  )     (  )     (  )

ITEM  3:     To  ratify  the  reappointment
of  Andrew Smith, CPA, as the independent
auditor  for  the  fiscal  year  ending
December  31,  2002;                              (  )     (  )     (  )

ITEM  4:    To  consider  and  vote  upon
a  proposal  to  re-approve the  Company's
2001 Joint  Incentive  and Non-Qualified
Stock  Option  Plan for 2003 fiscal year;         (  )     (  )     (  )

ITEM  5:  BOARD DISCRETION TO EFFECT
REVERSE STOCK SPLIT. To  consider
and vote upon each  of  the   following
proposed  amendments  to  our  Amended
and  Restated Certificate of Incorporation
and to permit  the board, at its discretion,
to, at any time prior to our next annual
meeting:

(i) effect a reverse split of our outstanding
common stock at an exchange  ratio of 1-for-3;

(ii) effect a reverse split of our outstanding
common stock at an exchange ratio of 1-for-5; and
(iii) effect a reverse split of our outstanding
common stock at an exchange ratio of 1-for-10.

Our board of directors would retain discretion to
elect to implement any one  of the approved reverse
stock splits or to elect not to implement a reverse
stock split at all.                                   (  )     (  )     (  )

ITEM 6:     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 February 8, 2003, relating to such meeting,
receipt  of  which  is  hereby  acknowledged.
                                             3

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

               --------------------------------------------------




































                                             4

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                      To be Held March 8, 2003 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
March 8,  2003,  at  the  Ramada  Inn,   6333  Bristol  Parkway,  Culver City,
California  90230  for  the  following  purposes:

1.   To  elect  four  members  of the Company's Board of Directors to  serve for
a  one-year  term;

2.   To elect one member of the Company's Board of Directors to serve for a
three year term as the Chairman of the Board of Directors.

3.   To  ratify  the  reappointment  of  Andrew  Smith,  CPA  as  the  Company's
independent certified public accountant for the fiscal year ending  December 31,
2002;  and

4.   To consider and vote upon a proposal to re-approve the Company's 2001 Joint
Incentive  and  Non-Qualified  Stock  Option  Plan for the 2003 fiscal year;

5.   BOARD DISCRETION TO EFFECT REVERSE STOCK SPLIT. To  consider  and vote upon
each  of  the   following  proposed  amendments  to  our  Amended  and  Restated
Certificate of Incorporation and to permit  the board, at its discretion, to, at
any time prior to our next annual meeting:

(i) effect a reverse split of our outstanding common stock at an exchange  ratio
of 1-for-3;
(ii) effect a reverse split of our outstanding common stock at an exchange ratio
of 1-for-5; and
(iii) effect a reverse split of our outstanding common stock at an exchange
ratio of 1-for-10.

Our board of directors would retain discretion to elect to implement any one  of
the approved reverse stock splits or to elect not to implement a reverse stock
split at all.

6.   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  January 31, 2003 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
February  8,  2003







                                             5

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

                                 PROXY STATEMENT
                         ANNUAL MEETING OF STOCKHOLDERS
                          TO BE HELD ON MARCH 8, 2003


         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 2003 Annual  Meeting
of  Stockholders  of the Company to be held at 1:00 p.m.  Standard Pacific time,
on March 8, 2003, 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 February 8, 2003.  Stockholders should  review the
information  provided  herein  in  conjunction with any other Company's reports,
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  January  31, 2003, the record date for determination  of stockholders of the
Company  entitled  to vote at the Annual Meeting (the "Record Date"), there were
93,706,485  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  February  8,  2003.


         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.













                                             6

                             PURPOSES OF THE MEETING

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

1.   To  elect  four  members  of the Company's Board of Directors to  serve for
a  one-year  term;

2.   To elect one member of the Company's Board of Directors to serve for a
three year term as the Chairman of the Board of Directors.

3.   To  ratify  the  reappointment  of  Andrew  Smith,  CPA  as  the  Company's
independent certified public accountant for the fiscal year ending  December 31,
2002;  and

4.   To consider and vote upon a proposal to re-approve the Company's 2001 Joint
Incentive  and  Non-Qualified  Stock  Option  Plan for the 2003 fiscal year;

5.   BOARD DISCRETION TO EFFECT REVERSE STOCK SPLIT. To  consider  and vote upon
each  of  the   following  proposed  amendments  to  our  Amended  and  Restated
Certificate of Incorporation and to permit  the board, at its discretion, to, at
any time prior to our next annual meeting:

(i) effect a reverse split of our outstanding common stock at an exchange  ratio
of 1-for-3;
(ii) effect a reverse split of our outstanding common stock at an exchange ratio
of 1-for-5; and
(iii) effect a reverse split of our outstanding common stock at an exchange
ratio of 1-for-10.

Our board of directors would retain discretion to elect to implement any one  of
the approved reverse stock  splits or to elect not  to implement a reverse stock
split at all.

6.   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 four  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 and 11. 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. The following  members  of  the  board of  directors:
Anthony C. Dike, MD, James L. Kyle II, MD, James W.  Truher, Scott  W. Wellman,
Esq.,  and Marcellina Offoha, Ph.D.  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,  our  Chairman,  Chief Executive Officer,  Secretary and a
director.  Dr. Dike  has  been  the Chairman  of the Board, CEO and President of
the  Company   since   August, 1999. Anthony C. 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
                                             7

firm,  MMG  Investments  Inc.,  a  California  corporation.

He  is  the  founder  of  CGI Communications  Services,  Inc.  He  also  is  the
founder  of  the  registrant  formerly  known as Intercare Diagnostics,  Inc., a
United  States  Food  and  Drug  Administration  (USFDA) registered  Bio-Medical
Software  Manufacturing  Company,  with  over  5  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  for
Biofeedback  and  Relaxation  Training.  He is  also the founder  of Capnet IPA,
and  Meridian  Health  Systems,  Inc.  Anthony  C.  Dike,  MD,  is also a member
of   the   peer-review   standing   panel  for   United  States   Department  of
Education  National   Institute  for  Disability  and  Rehabilitation  Research.
He has served as a  consultant to United Nations Development Project-Sustainable
Human  Development  Program.   He  most  recently  pioneered  the   design   and
development   of  "InterCare  Clinical  Explorer  (ICE)",  a  scalable  software
application  specifically designed  to effect cost-effective  integration of all
aspects  of  the  healthcare   enterprise  through   documentation,  information
tracking   and  error  reduction   that  supports  patient  safety  and  greater
efficiency among healthcare providers.

     James  L.  Kyle  II,  MD. M-Div, Dr. Kyle II, age  47 years--- Dr. Kyle has
been  the  Director of  the  Company since August 9, 1999. Dr. Kyle was formerly
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  67 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  of  Superwire.Com,  an  internet services and content
provider    company.    Mr.    Truher   owns   Columbia   Management   Corp.,  a
telecommunications services  and  investment   company.   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  49, 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 48, 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, MD,  Chairman  &  CEO, none  of the other
directors   are,   or  have  been   employed   by  the   Company. There  are  no
family relationships  between  any  directors  or  executive  officers.
                                             8

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, four of which are outside members
and one of which are officers of the Company. The Board members will serve until
their  successors  are  elected  at the 2003 Annual Meeting, unless they earlier
resign  or  are  removed  as  provided  in  the  Bylaws.

Term  and  Classification  of  Board  of  Directors

The  Board  of  Directors  has  determined  that  there  will  be  two  Class of
Directors  and  the  full  Board  shall  consist  of  five  directors.  Class  A
Directors  are  elected every three years and Class B Directors are elected each
year for one-year term. The  stockholders  will elect one  Class A and
four  Class B directors for the  coming  year.

                        REPORT OF THE BOARD OF DIRECTORS

The  Board  of  Directors,  which consists of five  directors, four of which are
outside  members and  one of which is an officer 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 2001/2002 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
                                             9

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.

COMMITTEES OF THE BOARD OF DIRECTORS

FUNCTIONS OF COMMITTEES

AUDIT AND ETHICS COMMITTEE:

       - Has  general  powers  relating  to  accounting disclosure and auditing
         matters;
       - Recommends   the  selection  and  monitors  the  independence  of  our
         independent auditors;
       - Reviews the scope and timing of the independent auditors' work;
       - Reviews the financial accounting and reporting policies and principles
         appropriate  for  the  Corporation,  and  recommendations  to  improve
         existing practices;
       - Reviews the financial statements to be included in  the  Corporation's
         Annual Report on Form 10-KSB
       - Reviews accounting and financial reporting issues, including the
         adequacy of disclosures;
       - Monitors compliance with the Code of Ethics and Standards  of Conduct;
       - Reviews and resolves all matters presented to it by our Ethics office;
       - Reviews and monitors the adequacy of  our policies and procedures, and
         the  organizational  structure  for  ensuring  general compliance with
         environmental, health and safety laws and regulations;
       - Reviews  with  the  General  Counsel  the  status  of  pending claims,
         litigation and other legal matters;
       - Meets separately  and  independently with the Chief Financial officer,
         Internal Audit and our independent auditors.

It is composed of Messrs. Kyle II, Truher, Wellman and Ms. Offoha

EXECUTIVE COMMITTEE:

         The Executive  Committee  may  exercise  the  power  of  the Board of
Directors in the management of  the business and affairs of the Corporation at
any  time  when  the  Board  of  Directors  is  not  in session. The Executive
Committee shall, however, be subject to the specific direction of the Board of
Directors and all actions must be by unanimous vote. It is composed of Messrs.
Dike, Truher, and Wellman.

Meetings of the  Board  of  Directors

During  the  fiscal  year  ended  December  31,  2002, the Company's  Board of
Directors  acted  five  times by  a  unanimous written  consent  in  lieu of a
meeting.  Each  member of the Board participated in each action of  the Board.

AUDIT AND ETHICS COMMITTEE REPORT

Management has the primary responsibility for the  financial reporting process
and  the  audited consolidated financial  statements, including the systems of
internal   controls.  The  Corporation's   independent  auditor,  Mr.  Andrew
Smith  CPA, is responsible for expressing  an  opinion   on  the quality   and
conformity  of  consolidated financial  statements  with accounting principles
generally accepted  in  the United States. In our  capacity  as members of the
Audit  and Ethics  Committee and  on  behalf  of  the  Board of Directors,  we
oversee  the Corporation's financial reporting  process and monitor compliance
with its Code of Ethics and  Business   Conduct. The   Audit   Committee   has
adopted a written charter, which has been  approved  by the Board of Directors
and incorporated here by reference as exhibit 99.3.

The members  of  the  Audit and Ethics Committee are independent as defined by
the  listing standards of the National Association of Securities Dealers(NASD)

In connection with our oversight responsibilities, we have:

     - discussed with the internal and independent auditors the overall scope
       and plans for their audits;

     - reviewed  and  discussed the audited consolidated financial statements
                                             10

       included  in Meridian Holdings  2002 Annual Report with management and
       the independent auditors;

     - discussed  with  the  independent  auditors the matters (including the
       quality  of  the  financial  statements  and clarity  of  disclosures)
       required  to  be  discussed  under the American Institute of Certified
       Public   Accountants'  Statement   on   Auditing   Standards  No.  61,
       Communications  with  Audit  Committees, which generally requires that
       certain matters related to the performance of an audit be communicated
       to the audit committee;

     - received  from  the  independent  auditors  and  reviewed  the written
       disclosures  and  the  letter  required  from the independent auditors
       as required by the  Independence Standards Board,  and  have discussed
       with them their independence from management and the Corporation;

     - considered  the  nature  of the  non-audit services  performed  by the
       independent  auditors  and  the  compatibility  of those services with
       their independence; and

     - met  with  the  internal  and  independent  auditors, with and without
       management  present,  to discuss  the  results  of their examinations,
       their  evaluations  of  the  Corporation's  internal controls, and the
       overall quality of the Corporation's financial reporting.

Based on the reviews and discussions referred to above, we recommended to the
Board of Directors (and the Board has approved) the inclusion of  the audited
Consolidated  financial  statements  referred  to above in the Corporation's
Annual  Report  on Form 10-KSB for the year ended December 31, 2001 and 2002,
for  filing  with  the  Securities and Exchange Commission. The Committee and
the  Board  have  also  recommended,  subject  to  stockholder  approval, the
selection  of  Mr. Andrew Smith CPA, as the Corporation's independent auditor
for  fiscal year ended December 31, 2002

                   Members of the Audit and Ethics Committee:


                                                       
James Truher  Chairman                                          James Kyle 11
Scott Wellman                                               Marcellina Offoha


Executive  Officers

The  executive  officers  of  the  Company  are  as  follows:

Anthony  C.  Dike,     Chairman/CEO

                             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:

                               Annual Compensation



Name             Year     Salary         Bonus      Stock Option   All Other Compensation
                                                   
Anthony C. Dike 1 2002     $144,000          0         250,000                  0



1.  As  of  December 31, 2002, Anthony C. Dike has not received any salary from
the  registrant,  and  has deferred such payment until the registrant can afford to pay
after  meeting  all  other  obligations.



Indemnification

         The Company's  Certificate  of  Incorporation  eliminates or limits the
                                             11

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  they  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,  2002,  the
Company's  officers,  directors and greater than 10% stockholders  complied with
all  filing  requirements  under  Section  16(a)  applicable  to  such  persons.

                             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 $.10 and a low bid of $0.02 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 January 31,
2003  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, 93,206,485 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.

         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  re-approve of the  Company's  2001  Joint  Incentive
and Non-Qualified Stock Option Plan for the 2003 fiscal year and the appointment
of  the  accounting  firm  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
                                             12

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 76,445,335 shares of Common Stock constituting  approximately 80.2% 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 December 31, 2001 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.


Name and Address of                       Amount and Nature of
Beneficial Owner                 Title    Beneficial Ownership   Status   Percent of Class
------------------------------  --------  --------------------  --------  -----------------
                                                             
Anthony C. Dike, M.D.  (1,2)     Director           75,121,050       Active     80.20%

James L. Kyle  II, M.D. (2)      Director              264,400       Active      0.28%

James W. Truher         (2)      Director              409,000       Active      0.44%

Scott W. Wellman, Esq.  (2)      Director              297,985       Active      0.31%

Marcellina Offoha, Ph.D (2)      Director              271,900       Active      0.29%

All directors and Officers as
a group (five persons)                              76,445,335                  81.52%

Total Number of Shares Outstanding                  93,706,485                 100%

1. Includes 3.3 million shares pledged to secure the asset purchased by the registrant
   from the Israeli Bankruptcy court.
2. The numbers shown include the shares of  our  Common  Stock  actually  owned as of
December 31, 2002 and the underlying options and warrants representing shares that the
person has the right or will have the right to acquire based on  the 2003 stock option
plan 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
2003

                                    ITEM III.

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

INFORMATION REGARDING OUR CERTIFIED PUBLIC ACCOUNTANT

Audit and Audit Related Fees

We estimate that the audit fees incurred by us with Mr. Andrew Smith for  fiscal
2001 audit services were approximately $12,000.

All Other Fees

We estimate that all other fees incurred by us with Mr.  Andrew Smith for fiscal
year 2002 were $5,000. These  other fees consisted of fees for the review of our
                                             13

last three quarterly financial statements for the fiscal year ended December 31,
2002. There  were  no financial systems  design and implementation fees incurred
by us with Mr. Andrew Smith  in fiscal  year 2002.

The Board wishes  to  obtain from the stockholders a ratification of the Board's
action  in  reappointing  the  accounting  firm  of  Andrew Smith,  CPA  as  the
Certified  Independent  Accountants  for   the   fiscal   year  2002,  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, CPA  for
audit  services.  A  representative  of  Andrew Smith, CPA  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.  A representative  of Andrew Smith, CPA will
also  be  available  to  respond  to  appropriate questions.

In  the  event  the  appointment  of Andrew Smith, CPA, as  independent auditors
for fiscal year 2002, 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 2001 will be permitted to stand  unless
the  Board  finds  other  good  reason  for making a change.

THE  BOARD  OF  DIRECTORS   RECOMMENDS  THAT  THE  COMPANY'S  STOCKHOLDERS  VOTE
FOR  RATIFICATION  OF  THE   REAPPOINTMENT  OF  THE  ACCOUNTING  FIRM  OF ANDREW
SMITH, CPA AS  INDEPENDENT CERTIFIED PUBLIC  ACCOUNTANTS FOR THE COMPANY FOR THE
FISCAL  YEAR ENDING  DECEMBER  31,  2002

                                    ITEM IV.

            PROPOSAL TO APPROVE THE COMPANY'S 2003 STOCK OPTION PLAN

On  December 11th  2002, the Board of  Directors  of the Company  re-adopted the
Company's  2001 Joint  Incentive and  Non-Qualified  Stock Option  Plan for 2003
fiscal year (the "2003 Plan"). The 2003 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
2003 Plan is set forth  in  Exhibit  A  hereto.

         The  Company  has  no  other  stock  option  plan.

Under  the 2003 Plan, options to purchase up to 2,000,000 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 , 2010.  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 2003 Plan will be administered by the Option Committee of the Board
of Directors (the  "Committee").  The 2003 Plan allows the Board of Directors of
the Company to designate a committee of at least two  non-employee  directors to
administer  the 2003 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 2003 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 2003 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 2003 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 2003 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 2003 Plan provides that, in the
                                             14

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 2003 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 2003 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 2003 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 2003 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  2003  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.

         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  2003  STOCK  OPTION PLAN.
                                             16


             ITEM V1  BOARD DISCRETION TO EFFECT REVERSE STOCK SPLIT.

To  consider  and  vote upon each  of  the   following  proposed  amendments  to
our  Amended and Restated Certificate of Incorporation and to permit  the board,
at its discretion, to, at any time prior to our next annual meeting:

(i) effect a reverse split of our outstanding common stock at an exchange  ratio
of 1-for-3;
(ii) effect a reverse split of our outstanding common stock at an exchange ratio
of 1-for-5; and
(iii) effect  a  reverse  split  of our outstanding  common stock at an exchange
ratio of 1-for-10.

Our board of directors would retain discretion to elect to implement any one  of
the approved reverse  stock  splits or to elect not to implement a reverse stock
split at all.

Our  board  of  directors  believes  that  the  reverse split should enhance the
acceptability  and  marketability of our common stock to the financial community
and the investing public  and may mitigate any reluctance on the part of brokers
and investors to trade  in  our  common stock. Many institutional investors have
policies  prohibiting  them  from  holding  lower-priced  stocks  in  their  own
portfolios, which  reduces  the  number of potential buyers of our common stock.
In  addition,  analysts  at  many  leading  brokerage  firms  are  reluctant  to
recommend  lower-priced  stocks  to  their  clients  or  monitor the activity of
lower-priced stocks. A variety of brokerage  house  policies  and practices also
tend  to  discourage  individual  brokers  within  those  firms  from dealing in
lower-priced stocks. Some of those policies and practices pertain to the payment
of brokers' commissions and to time-consuming procedures that  function  to make
the handling of lower-priced stocks unattractive  to  brokers  from  an economic
standpoint.  Additionally,  because  brokers' commissions on lower-priced stocks
generally represent a higher percentage  of the  stock price than commissions on
higher-priced stocks, the current  share price of our common stock can result in
an individual stockholder paying  transaction  costs  that  represent  a  higher
percentage of total share value than would be the case if  our share  price were
substantially higher. This factor may also limit the willingness of institutions
to purchase our stock.

Also a  reverse split would reduce the number of shares outstanding to a  number
that  is  more  comparable  with  those  of  similar companies in the healthcare
technology  industry

The  board  intends  to implement a reverse stock split if it believes that this
action  is  in the best interests of us and our stockholders. Such determination
shall be based upon certain factors, including but not limited to,  existing and
expected  marketability  and  liquidity  of  our  common  stock,  the Nasdaq BBX
Exchange Market's  listing  requirements,  prevailing  market conditions and the
likely effect on the market price of our common stock. If  our  board ultimately
determines to effect a reverse split, the board will select  one of the approved
stock  split  ratios,  if  any,  that  it  believes will  result in the greatest
marketability  of  our  common  stock  based on prevailing market conditions. No
further  action  on  the  part  of  our stockholders would be required to either
effect  or  abandon  the  reverse  split. Notwithstanding approval of any of the
proposed  reverse  split  ratios by the stockholders, the board may, in its sole
discretion,  determine  to delay the effectiveness of the reverse split up until
the next annual meeting of our stockholders.

POTENTIAL EFFECTS OF THE PROPOSED REVERSE STOCK SPLIT

The  immediate  effect of a reverse stock split would be to reduce the number of
shares of our outstanding common stock and to  increase the trading price of our
common  stock.  However,  the  effect of any reverse stock split upon the market
price of our common stock cannot be predicted,  and the history of reverse stock
splits  for  companies   in   similar  circumstances  sometimes  improves  stock
performance and sometimes does not. We cannot assure you that the trading  price
of our common stock after the reverse stock split will rise in proportion to the
reduction in the number of shares of our common stock outstanding as a result of
the reverse stock split. Also, we cannot  assure  you that a reverse stock split
would lead to a sustained increase in the trading price  or volume of our common
stock.  The  trading  price  of  our common stock may change due to a variety of
other  factors,  including  our  operating results, other factors related to our
business and general market conditions.

                                             17

The  following  table  reflects  the  approximate number of shares of our common
stock that would be outstanding as a result of each proposed reverse stock split
based on 93,706,485  shares  of  our  common  stock outstanding as of the record
date for our annual meeting, without accounting for fractional shares which will
be cancelled and paid for in cash:


                                             
                        Proposed Reverse              Approximate
                        Stock Split                   Shares of Common
                           Ratio                     Outstanding
                        ----------------             -------------------

                          1-for-3                     31,235,495

                          1-for-5                     18,741,297

                          1-for-10                     9,706,485

The  resulting  decrease in the number of shares of our common stock outstanding
could potentially impact  the  liquidity  of our common stock, especially in the
case of larger block trades.

Effects on Ownership by Individual Stockholders.

If we implement a reverse  stock split, the number of shares of our common stock
held by each stockholder would be  reduced  by  multiplying the number of shares
held  immediately  before  the  reverse  split  by  the exchange ratio, and then
rounding  down to the nearest whole share. We would pay cash to each stockholder
in lieu of any fractional  interest  in  a share to which each stockholder would
otherwise be entitled as a result of the reverse  split, as described in further
detail  below.  The  reverse stock  split  would  not  affect  any stockholder's
percentage  ownership interests  in  Meridian  Holdings,  Inc., or proportionate
voting power,  except to the extent that interests in fractional shares would be
paid  in  cash.  As a  result  of  the  reverse  stock  split,  certain  of  our
stockholders will have less than 100 shares of our stock. 100 shares constitutes
a "round lot"  except  for inactive stocks for which the round lot is 10 shares.
For  purposes  of our stock becoming listed on a stock exchange, such  as Nasdaq
SmallCap Market or the  forthcoming  BBX,  stockholders  with  less  than  round
Lots  are  not  counted  toward  the  minimum  number  of required stockholders.
However, there is no minimum number  of  round  lot  holders  of our  stock that
are required for our stock to continue to be quoted on the OTC  Bulletin  Board.
Certain  stock  brokerage firms impose additional requirements or fees on trades
of less than 100  shares this may  pose an economic problem for our stockholders
whose  shares  of  common stock  are reduced to a number less  than  100  shares
following a reverse  split of our stock.

Effect on Options, Warrants and Other Securities.

In  addition,  all  outstanding  shares  of  any  options,  warrants  and  other
securities entitling their  holders to purchase shares of our common stock would
be adjusted as a result of the reverse  stock  split,  as  required by the terms
of these securities. In  particular,  the conversion  ratio  for each instrument
would be reduced,  and the exercise price, if applicable, would be increased, in
accordance with  the terms of each instrument and based on the exchange ratio of
the reverse stock split. Also,  the number of shares reserved for issuance under
our existing stock  option and  employee  stock  purchase plans would be reduced
proportionally based on the exchange  ratio  of  the  reverse  stock split. None
of  the  rights  currently  accruing  to  holders of  our common stock, options,
warrants  or  other  securities  convertible  into  our  common  stock, would be
affected by the reverse stock split.

Other Effects on Outstanding Shares.

If a  reverse  stock split  is  implemented,  the  rights and preferences of the
outstanding shares  of our  common stock would remain the same after the reverse
stock split. Each share of our common stock issued pursuant to the reverse stock
split would be fully paid and nonassessable.

The reverse stock split would result in some  stockholders owning  "odd-lots" of
less than 100 shares of our common stock. Brokerage commissions and other  costs
of transactions in odd-lots are generally higher than the costs of  transactions
in "round-lots" of even multiples of 100 shares.

                                             18

Our  common  stock is currently registered under Section 12(g) of the Securities
Exchange  Act of 1934. As a result, we are subject to the periodic reporting and
other  requirements of  the Securities  Exchange Act. The proposed reverse stock
split would not affect the registration of our common stock under the Securities
Exchange Act.

Effects on Authorized Shares of Our Common Stock

The  reverse stock  split,  if  implemented,  would  not  change  the  number of
authorized shares  of  our  common  stock  as  designated  by our certificate of
incorporation. Therefore, because  the number  of  issued and outstanding shares
of  common  stock would  decrease, the  number of shares remaining available for
issuance under our authorized pool of common stock would increase.

These  additional  shares  of  common stock would also be available for issuance
from time to time for corporate purposes  such  as raising  additional  capital,
acquisitions of companies or assets and sales of stock or securities convertible
into  common  stock.  We  believe that the availability of the additional shares
will provide us with  the flexibility  to  meet business needs as they arise, to
take  advantage  of  favorable  opportunities  and  to  respond  to  a  changing
corporate environment. We  have  no  current  plan  to  issue  shares from these
additional shares.

The  additional  shares of common stock that would become available for issuance
if the  reverse  split is  approved  could  also  be  used  by  us  to  oppose a
hostile takeover attempt or delay or prevent changes of control or changes in or
removal of management of Meridian Holdings, Inc.,  including  transactions  that
are favored by  a majority  of  the  independent  stockholders  or  in which the
stockholders   might   otherwise   receive  a  premium  for  their  shares  over
then-current market prices or benefit in some other manner. For example, without
further  stockholder  approval, our  board of directors could strategically sell
shares of our common  stock in a private transaction  to  purchasers  who  would
oppose  a takeover or favor our current board of directors.

Although  the  reverse  split  has   been  prompted  by  business  and financial
considerations, stockholders nevertheless should  be  aware that approval of the
proposal could facilitate future efforts by us to deter or  prevent  changes  of
control of Meridian Holdings, Inc.

PROCEDURE FOR EFFECTING THE PROPOSED REVERSE STOCK SPLIT AND EXCHANGE OF STOCK
                                     CERTIFICATES

If  our  stockholders  approve some  or  all of  the  proposed amendments to our
certificate of incorporation, the board of directors may elect whether or not to
declare a reverse stock split, as well as the exchange ratio, at any time before
our   2003   annual  stockholders  meeting.  The reverse stock  split  would  be
implemented   by  filing   the  appropriate   amendment to  our  certificate  of
incorporation with  the Colorado Secretary of State, and the reverse stock split
would  become effective  on  the  date  the  filing  is accepted by the Colorado
Secretary of State.

As  of  the effective  date  of  the  reverse  stock  split,  each   certificate
representing  shares of our common stock before the reverse stock split would be
deemed,  for all corporate purposes, to evidence ownership of the reduced number
of shares of our  common  stock  resulting  from the reverse stock split, except
that  holders  of  unexchanged  shares  would  not  be  entitled  to receive any
dividends or other distributions payable by Meridian Holdings, Inc.,  after  the
effective  date  until they surrender their old stock certificates for exchange.
All shares, underlying options  and warrants  and other securities would also be
automatically adjusted on the effective date.

Our  transfer agent would act as the exchange agent for purposes of implementing
the  exchange of  stock certificates. As soon as practicable after the effective
date, stockholders  and  holders of securities convertible into our common stock
would be  notified  of  the  effectiveness of the reverse split. Stockholders of
record would  receive a letter of transmittal requesting them to surrender their
stock certificates  for  stock  certificates  reflecting  the adjusted number of
shares as a result of the reverse stock split. Persons who  hold their shares in
brokerage  accounts  or "street name"  would not be required to take any further
actions to effect the exchange of their certificates. No new  certificates would
be   issued   to  a   stockholder  until  the  stockholder has  surrendered  the
stockholder's  outstanding  certificate(s)  together with the properly completed
and executed  letter  of  transmittal  to  the  exchange agent. Until surrender,
each  certificate  representing  shares  before  the  reverse  stock split would
                                             19

continue to be  valid and would represent the adjusted number of shares based on
the exchange ratio  of  the  reverse  stock  split,  rounded down to the nearest
whole share. Stockholders should not destroy any  stock  certificate and  should
not  submit any certificates until they receive a letter of transmittal.

FRACTIONAL SHARES

We would not issue fractional shares in connection with the reverse stock split.
Instead, any  fractional  share  resulting from the reverse stock split would be
rounded  down to  the  nearest  whole share. Stockholders who otherwise would be
entitled  to receive  fractional shares because they hold a number of shares not
evenly divisible by the exchange ratio would instead receive cash upon surrender
to the exchange agent of the certificates and  a properly completed and executed
letter of transmittal. The  cash  amount to be paid to each stockholder would be
equal  to  the resulting fractional interest in one share of our common stock to
which  the stockholder  would  otherwise  be entitled, multiplied by the closing
trading price  of  our common stock on the trading day immediately preceding the
effective date of the reverse stock split.

NO APPRAISAL RIGHTS

No appraisal  rights are available under the Colorado General Corporation Law or
under our certificate of incorporation or bylaws to any stockholder who dissents
from this proposal. There may  exist other rights or actions under state law for
stockholders who are aggrieved by reverse stock splits generally.

ACCOUNTING CONSEQUENCES

The par  value  of  our  common stock would remain unchanged at $0.001 per share
after the reverse stock split. Also, our capital account would remain unchanged,
and we do not anticipate that any other accounting consequences would arise as a
result of the reverse stock split.

FEDERAL INCOME TAX CONSEQUENCES

The following  is  a  summary of material federal income tax consequences of the
reverse stock split and does not purport to be complete. It does not discuss any
state, local, foreign or minimum income or other tax consequences. Also, it does
not  address the  tax  consequences  to  holders that are subject to special tax
rules,  including banks,  insurance  companies,  regulated investment companies,
personal  holding companies, foreign  entities,  nonresident  alien individuals,
broker-dealers   and  tax-exempt  entities.  The  discussion  is  based  on  the
provisions of the United States  federal  income tax  law as of the date hereof,
which are subject to change retroactively as well as prospectively. This summary
also  assumes  that  the shares are held as a "capital asset," as defined in the
Internal Revenue Code of 1986 (generally, property held for investment). The tax
treatment  of  a  stockholder may vary depending  upon  the particular facts and
circumstances of the stockholder.  Each stockholder is urged to consult with the
stockholder's  own  tax  advisor with respect to the consequences of the reverse
stock split.

Other  than  the cash payments for fractional shares discussed below, no gain or
loss  should  be recognized  by a stockholder upon the stockholder's exchange of
shares  pursuant  to  the  reverse  stock  split. The aggregate tax basis of the
shares  received  in  the reverse stock split, including any fraction of a share
deemed to  have  been received, would be the same as the stockholder's aggregate
tax  basis  in  the   shares  exchanged.  Stockholders  who  receive  cash  upon
redemption of their fractional share interests  in the shares as a result of the
reverse stock  split  will  generally  recognize  gain  or  loss  based on their
adjusted basis  in the fractional share interests redeemed. The  federal  income
tax  liabilities  generated  by  the  receipt  of  cash  in lieu of a fractional
interest should not be material in amount  in  view  of  the  low  value  of the
fractional  interest.  The  stockholder's  holding  period for the shares  would
include  the  period  during  which  the  stockholder  held the pre-split shares
surrendered in the reverse stock split.

Our  beliefs regarding  the  tax  consequence of the reverse stock split are not
Binding upon  the  Internal  Revenue  Service or the courts, and there can be no
assurance that  the  Internal  Revenue  Service  or  the  courts will accept the
positions expressed  above. The  state and local tax consequences of the reverse
stock split  may  vary  significantly as to each stockholder, depending upon the
state in which he or she resides.

THE BOARD  OF DIRECTORS UNANIMOUSLY  RECOMMENDS THAT YOU  VOTE "FOR" APPROVAL OF
                                             20

EACH OF  THE  PROPOSED   AMENDMENTS  TO OUR CERTIFICATE  OF INCORPORATION AND TO
GRANT THE BOARD THE DISCRETION TO  EFFECT A REVERSE  STOCK SPLIT, AND YOUR PROXY
WILL BE SO VOTED UNLESS YOU SPECIFY OTHERWISE

                                 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 2002 Annual Meeting of
Stockholders  must  be  received  by  the  Company  by  February  28, 2003. 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 2002 ANNUAL MEETING

Any  proposals  of  stockholders  intended  to  be considered by the Company for
inclusion  in  the  proxy  materials for the 2002 Annual Meeting of Stockholders
must  be  received by the Company by February 28, 2003. 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.

                        ADDITIONAL INFORMATION AVAILABLE

The  Company  files  an  Annual  Report  on  Form 10-KSB 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  Kyle  II
----------------------
James  Kyle  II,  MD,  M.Div,  Director

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


                                             21

/s/  Scott  Wellman
----------------------
Scott  Wellman,  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


























































                                             22

                                    EXHIBIT 99.1
                               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
                                             23

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.

     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.

      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
                                             24

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.

      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
                                             25

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

     (C)  the  termination  of  the  Option  pursuant to Section 10 of the Plan.

      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.

      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
                                             26

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  15th  day  of  November 2001.


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











































                                             27


                                    EXHIBIT 99.2

                            STOCK  OPTION  AGREEMENT


AGREEMENT,  made  this  ____  day  of  ______,  2003,  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 250,000 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 January 1, 2003 and
       -----
shall  expire  Sixty  (60)  months from such date on September 1, 2006, 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  $0.25  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.

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
                                             28

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









































                                             29

EXHIBIT 99.3

AUDIT  COMMITTEE  CHARTER

Function  of  the  Audit  Committee

The  Audit  Committee is appointed by the Board of Directors to assist the Board
in  fulfilling  its  oversight  responsibilities  relating  to:

     the  integrity  of  the  financial  statements  of  the  corporation;
the  Corporation's  system  of  internal  controls;  and the  independence  and
performance  of  the  Corporation's internal and outside auditors.

The  function  of  the  Audit  Committee  is  oversight.  The  management of the
Corporation  is  responsible  for the preparation, presentation and integrity of
the  Corporation's  financial  statements,  and  is  responsible for maintaining
appropriate  accounting  and  financial  reporting  principles  and policies and
internal  controls  and procedures designed to assure compliance with accounting
standards  and applicable laws and regulations. The internal auditing department
examines  and  evaluates  the  adequacy  and  effectiveness of the Corporation's
system of internal controls. The outside auditor is responsible for planning and
carrying  out  a  proper audit and reviews in accordance with generally accepted
auditing  standards.

The  Audit  Committee  has  the  powers  and  responsibilities set forth in this
Charter,  but  not  the  duty to plan or conduct audits or to determine that the
Corporation's  financial  statements  are  complete  and  accurate  and  are  in
accordance  with  generally  accepted  accounting  principles.  While  the Audit
Committee  provides  an  avenue  for  communication  among the internal auditing
department,  the outside auditors, and management and the Board of Directors, it
is  not  the responsibility of the Audit Committee to conduct investigations, to
resolve  disputes,  if  any,  between  management  and the outside auditor or to
assure  compliance  with  laws.

Composition  and  Meetings  of  the  Audit  Committee

The  Audit  Committee  will consist of at least one board member. Each member of
the  Audit  Committee  must  be  independent  of  management  and  free from any
relationship  with  the  Corporation  that  would interfere with the exercise of
independent  judgment as an Audit Committee member. In determining independence,
the  Board  will  observe the requirements of the NASD. Each member of the Audit
Committee  must  be "financially literate" or must become "financially literate"
within a reasonable period of time after appointment to the Audit Committee. The
Board  will  determine,  in  its business judgment, whether a director meets the
financial  literacy  requirement.

At  least  one  member  of  the Audit Committee must have "accounting or related
financial  management  expertise",  as  determined  by the Board in its business
judgment. In addition to such meetings of the Audit Committee as may be required
to discuss the matters set forth in this Charter, the Audit Committee shall meet
separately  at  least  annually  with  management,  the director of the internal
auditing  department,  the  outside  auditors, and as a Committee to discuss any
matters that the Audit Committee or any of these persons or firms believe should
be  discussed privately. In addition, the Audit Committee shall communicate with
senior  financial  management  and  the outside auditors quarterly to review the
Corporation's  interim  unaudited financial statements and significant findings,
if  any,  based  upon  the  auditors'  limited  review  procedures.

Outside  Auditor

The  outside  auditor for the Corporation is ultimately accountable to the Board
and  the  Audit  Committee.  The Audit Committee and the Board have the ultimate
authority and responsibility to select, evaluate and, where appropriate, replace
the  outside  auditor.  Alternatively,  the  Audit  Committee  and the Board may
nominate  the  outside auditor to be proposed for shareowner approval or appoint
such  auditor  subject  to  ratification  by  shareowners.

Powers  and  Responsibilities  of  the  Audit  Committee

The  Audit  Committee  will:

     Review  and  Recommend  Outside  Auditors.  Review  the  performance of the
outside  auditors  and recommend to the Board annually, and at other appropriate
times,  the   firm   to  be  retained  as  the  Corporation's  outside  auditors
                                             30

Review  Independence  of  Outside  Auditors. In connection with recommending the
firm  to  be  retained  as  the  Corporation's  outside  auditors,  review  the
information  provided  by  management  and  the outside auditors relating to the
independence of such firm, including, among other things, information related to
the  non-audit  services  provided  and  expected  to be provided by the outside
auditors.  The  Audit  Committee  is  responsible  for:

(i)     ensuring  that  the  outside auditor submits on a periodic basis, and at
least  annually,  to  the Audit Committee a formal written statement delineating
all  relationships  between  the  auditor  and  the  Corporation consistent with
Independence  Standards  Board  Standard  No.  1,

(ii)     actively  engaging in dialogue with the outside auditor with respect to
any  disclosed  relationship  or  services  that  may impact the objectivity and
independence  of  the  outside  auditor  and
(iii)     recommending that the Board take appropriate action in response to the
outside  auditors'  report  to  satisfy  itself  of  the  outside  auditors'
independence.

Review  Compensation  of  Outside  Auditors. Review the fees paid to the outside
auditors  for  audit  and  non-audit  services.

     Review  Audit  Plan.  Review with the outside auditors their plans for, and
the  scope  of,  their  annual  audit  and  other  examinations.

Review  Annual  Financial  Statements and Audit Results. Review with appropriate
officers  of  the  Corporation  and  the  outside  auditors  the  annual audited
financial  statements  to be included in the Corporation's Annual Report on Form
10-K  and  Annual  Report  to  Shareowners. Review with the outside auditors the
report  of  their  annual  audit,  including matters required to be discussed by
Statement  on  Auditing  Standards  No.  61, as may be modified or supplemented,
relating  to the conduct of the audit and the quality and appropriateness of the
Corporation's  accounting  principles as applied in its financial reporting, and
the  accompanying  management  letter,  if  any,  and  including  whether  any
restrictions  have  been placed on the scope of their activities or if there has
been  any  lack  of adequate response to their recommendations. Based upon these
discussions  and  reviews,  and  on  its  assessment  of the independence of the
outside  auditor, the Audit Committee will advise the Board of Directors whether
it  recommends  that  the audited financial statements be included in the Annual
Report  on  Form  10-K  and  Annual  Report  to  Shareowners.

Review Quarterly Financial Statements. Review, prior to the Corporation's public
release  of quarterly earnings, with appropriate officers of the Corporation and
the  outside  auditors  the quarterly financial statements to be included in the
Corporation's  Quarterly  Reports  on  Form  10-Q,  and discuss with the outside
auditors  their  reviews  of  the  Corporation's  quarterly financial statements
conducted  in  accordance  with  Statement on Auditing Standards No. 71, and the
matters, if any, required to be discussed by Statement on Auditing Standards No.
61,  as  may  be  modified  or  supplemented.

Review  Appointment of Director of Internal Auditing. Review the appointment and
replacement  of  the  director  of  the  internal  auditing  department.

Review  Internal  Audit Plans. Review with the director of the internal auditing
department  and  appropriate  members  of  the  staff  of  the internal auditing
department  the  plans  for  and  the  scope  of their ongoing audit activities.

Review Internal Audit Reports. Review with the director of the internal auditing
department  and  appropriate  members  of  the  staff  of  the internal auditing
department  the  periodic  reports  of  the  audit  activities, examinations and
results  thereof  of  the  internal  auditing  department.

Review  Systems  of  Internal  Accounting  Controls.  Review  with  the  outside
auditors,  the director of the internal auditing department, the Chief Financial
Officer  and  the Controller and, if and to the extent deemed appropriate by the
Chairman  of  the  Audit  Committee,  members  of  their  respective staffs, the
adequacy  of  the  Corporation's  internal  accounting  controls  and  of  the
Corporation's  financial,  auditing  and accounting organizations and personnel.

     Review  Legal  Matters.  On a periodic basis, and at least annually, review
with  the  Corporation's  General  Counsel  any  legal matters that could have a
material  impact  on  the  financial  statements.

Securities  Exchange  Act Section 10A. Obtain from the outside auditor assurance
                                        31

that  it  will  inform  the  Corporation's management concerning any information
indicating  that  an  illegal  act  has  or  may have occurred that could have a
material  effect on the Corporation's financial statements, and assure that such
information  has  been  conveyed  to  the  Audit  Committee.

Review  Corporate  Compliance  Program. Review on a periodic basis, and at least
annually,  management's  monitoring  of  the  Corporation's Corporate Compliance
Program.


































































                                        32