AGREEMENT FOR SERVICES This following Agreement ("the Agreement"), by and between Market Voice, Inc. ("the Consultant"), a Florida Corporation, having its principal business office located at One Park Place, 621 Northwest 53rd Street, Suite 240, Boca...

                             AGREEMENT FOR SERVICES

This following  Agreement ("the  Agreement"),  by and between Market Voice, Inc.
("the Consultant"), a Florida Corporation,  having its principal business office
located at One Park Place,  000  Xxxxxxxxx  00xx Xxxxxx,  Xxxxx 000, Xxxx Xxxxx,
Xxxxxxx  00000,  and Meridian USA Holdings,  Inc.  ("the  Company"),  having its
principal business office located at 0000 X.X. 0xx Xxxxxx,  Xxxx Xxxxx,  Xxxxxxx
00000, is made effective this 6th day of September, 2000.

         WHEREAS,  the  Company  desires  to engage  the  Consultant  to provide
certain  financial  consulting  website  services  with respect to the Company's
business; and

         WHEREAS, the Consultant  represents that it has considerable  knowledge
and  experience  in business  marketing,  management  and finance and desires to
provide those services to the Company.

         NOW, THEREFORE, in consideration of the mutual promises set forth below
and the good and valuable  consideration  provided herein,  the receipt of which
both parties hereby acknowledge, the parties hereby agree as follows:

1.       Consulting Engagement

          The Company hereby  engages the  Consultant and the Consultant  hereby
          accepts such  engagement  by the Company as a  consultant  and advisor
          with respect to the matters specifically set forth herein.

          The term of this agreement  shall be for one (1) year from the date of
          this Agreement.  Should the Company  terminate or attempt to terminate
          this Agreement at any time,  for any reason,  the Company shall remain
          obligated to make payment to the Consultant of all  consideration  due
          or outstanding at the time of the termination.  This engagement of the
          Consultant is on a non-exclusive basis by the Company.

2.       Consulting Services.  During the term of this Agreement:

        (A) The services the  Consultant  will provide the Company shall include
            but not be limited to the following:

                (i) The  introduction of the Company to an expanded  shareholder
                    base and international investment community through domestic
                    and  international  marketing and promotional  activity.  In
                    accordance therewith, the Consultant shall:


                        (a) List the Company profile on XXXXXXXXXXXXXXXX.Xxx;
                            a wholly owned Internet division of the Consultant;

                        (b) Post Company press releases on XXXXXXXXXXXXXXXX.Xxx;

                        (c) Release   Company  news  alerts  and press  releases
                            regionally,  nationally and internationally  through
                            the  Consultant's   strategic  alliance  with   wire
                            services,  search  engines  and  hypertext   website
                            links;

                        (d) Feature the Company on the Consultant's adio   show,
                            "The  Smallcap  Newswire   Report,"  financial  news
                            network  for South Florida, WFTL, 1400AM and 850 AM.

                        (e) Advise  the  Company  regarding  various alternative
                            marketing strategies; and

                        (f) Consult the Company  regarding  both long  and short
                            term  business  plans targeted at strengthening  and
                            maintaining shareholder and investor relations.

        (B)    The  parties  understand  and agree  that  during the term of the
               Agreement,  the consultant is not  restricted or prohibited  from
               providing  similar   consulting   services  to  other  companies,
               provided  that any such  other  activities  shall not  materially
               interfere  with the services  required to be provided  hereunder.
               Accordingly,  the  parties  fully  understand  and agree that the
               Consultant  shall  not be  required  to spend all of its time and
               effort with respect to the foregoing services.

3.      Compensation.  In  consideration  of the  services to be rendered as set
        forth herein, the Company shall compensate the Consultant as follows:


        (a)     During  the  term of this  Agreement,  the Company  shall pay to
                the  Consultant  a fee of one hundred twenty  thousand shares of
                restricted stock of the Company.

4.       Expenses.  During  the term of this Agreement, the Company shall pay or
          promptly reimburse the Consultant,  on a written  pre-approved  basis,
          for reasonable and necessary travel, lodging, meals and other expenses
          paid or  incurred  by the  Consultant  in  connection  with the direct
          performance  of its services,  activities and  responsibilities  under
          this Agreement. Said reimbursement shall be made upon the presentation
          of the appropriate documents, expenses, statements, receipts, or other
          proof of expenses  incurred,  together  with a copy of all the written
          prior approval for the Company of such expenses.  All statements  must
          be paid within twenty (20) days of the Company's  receipt of the same.
          Notwithstanding the foregoing,  the Consultant shall bear all ordinary
          necessary  expenses  including  office  overhead,  postage,  telephone
          charges,  and other like expenses paid or incurred in connection  with
          the performance of its services, activities and responsibilities under
          this Agreement.

5.       Representations and Warranties of the Company

        (A)    The Company hereby represents and warrants that it has full power
               and legal right and  authority  to  execute,  deliver and perform
               under this  Agreement,  and that the officer's  execution of this
               Agreement on behalf of the Company is with full  knowledge of the
               Company and the power of authority to do so.

        (B)    The Company  hereby  represents  and warrants that this Agreement
               has  been  duly   authorized  by  all  necessary   corporate  and
               individual  parties,   executed  and  delivered  by  the  Company
               enforceable  against  the Company in  accordance  with its terms,
               subject   only   to  the   applicable   bankruptcy,   insolvency,
               reorganization or other similar laws relating to or affecting the
               rights of creditors generally and to principles of equity.

        (C)    The Company hereby  represents and warrants that all  information
               provided to Consultant by the Company,  including but not limited
               to  general  information  regarding  the  Company,  its  business
               relationships,  and  its  past,  present,  and  future  financial
               condition,  which is used  during  the course of  performance  of
               Consultant's services under this Agreement,  that is disseminated
               to the  public,  shall be  truthful  and based  upon fact and not
               speculation.  Moreover,  the Company agrees to conduct a diligent
               investigation   to  confirm  the  truthfulness  of  any  and  all
               information  it instructs the  Consultant to  disseminate  to the
               public.


        (D)    The Company  hereby  agrees to  indemnify  and hold  harmless the
               Consultant  from  and  against  any and all  losses  and  damages
               resulting from any misinterpretation,  or breach of any warranty,
               covenant or  agreement  by the Company  made or contained in this
               Agreement, and any and all actions, suits,  proceedings,  claims,
               demands,  judgments,  costs and  expenses,  including  attorneys'
               fees, incident to the foregoing.

        (E)    The Company hereby  represents and warrants that it abides by all
               applicable federal, state, and municipal laws in the operation of
               its business.

6.       Representations, Warranties and Covenants of the Consultant.

        (A)    The  Consultant  hereby  represents and warrants that it has full
               power and legal  right and  authority  to  execute,  deliver  and
               perform under this Agreement, and that the officer executing this
               Agreement  on  behalf  of the  Company  has  the  full  power  of
               authority to do so.

        (B)    The Consultant hereby represents and warrants that this Agreement
               has  been  duly   authorized  by  all  necessary   corporate  and
               individual parties,  executed and delivered by the Consultant and
               constitutes  the  legal,   valid,   binding   obligation  of  the
               Consultant,  and  enforceable  against it in accordance  with its
               terms,  subject only to the  applicable  bankruptcy,  insolvency,
               reorganization or other similar laws relating to or affecting the
               rights of creditors generally and to principles of equity.

        (C)    The  Consultant   represents  and  warrants  that  it  will  only
               disseminate to the public information that has been authorized by
               the Company for  dissemination or that, which has been previously
               disseminated   in  previous  press  releases  or  other  publicly
               disclosed documentation.

7.       Independent Contractor Status.

          It is expressly understood and agree that this is a consulting service
          and  website  linking  agreement  only  and  does  not  constitute  an
          employer/employee  relationship.  Accordingly,  the parties agree that
          the  Consultant  shall be solely  responsible  for  payment of its own
          taxes or sums due to the federal, state and local governments,  office
          overhead,    worker's   compensation,    fringe   benefits,    pension
          contributions,   and  other  expenses,   except  as  otherwise  as  an
          independent  contractor  and that the  Company  shall have no right to
          control the  activities  of the  Consultant  other than to require the
          Consultant to provide its consulting services in a professional manner
          pursuant to the terms and conditions of this Agreement. Moreoever, the
          Consultant shall have no authority to bind the Company.


8.       Miscellaneous Provisions.

        (A)      Notices.

                    Any notice, request, demand, or other communication required
                    or permitted  pursuant to this Agreement shall be in writing
                    and shall be deemed to have been properly given if delivered
                    by  certified  or   registered   mail  and  return   receipt
                    requested,  to each party  hereto at the  address  indicated
                    below or at any other address as may be designated from time
                    to time by written  notice to each party.  Such notice shall
                    be deemed given upon delivery.

                           Consultant:      MARKET VOICE, INC.
                                            Attention:  B. Xxxxxxx Xxxxxxxx
                                            One Park Place
                                            000 Xxxxxxxxx 00xx Xxxxxx
                                            Xxxxx 000
                                            Xxxx Xxxxx, Xxxxxxx  00000

                           Company:         MERIDIAN USA HOLDINGS, INC.
                                            Attention: Xxxx Xxxxxx
                                            0000 X.X. 0xx Xxxxxx
                                            Xxxx Xxxxx, XX 00000

        (B)      Entire Agreement

                    This agreement  constitutes the entire Agreement between the
                    parties hereto  relating to the subject  matter hereof,  and
                    supersedes   all   prior   written   or   oral   agreements,
                    commitments,  representations, or understanding with respect
                    to the  matters  provided  for herein,  and no  modification
                    shall  be  binding  unless  set  forth in  writing  and duly
                    executed by each party hereto.


        (C)      Binding Effect

                    This  Agreement  shall  be  binding  upon  and  inure to the
                    benefit  of the  parties  hereto,  their  respective  heirs,
                    executors,  administrators  and  successors,  including  any
                    corporation  with  which or into which  either  party may be
                    merged.

        (D)      Waiver

                    The waiver by any party to this Agreement of a breach of any
                    provision  contained herein shall not be deemed a continuing
                    waiver  or  waiver  of any  subsequent  breach  of any other
                    provision of this agreement.

        (E)      Default.

                    In the event  litigation  is  entered  by the  parties  with
                    regard to either  parties'  breach of any of its obligations
                    under the Agreement,  the prevailing party shall be entitled
                    to recover from the other party  reasonable  attorney's fees
                    and court costs.

        (F)      Counterparts.

                    For the  convenience of the parties  hereto,  this Agreement
                    may be  executed  in one or more  counterparts,  which shall
                    each be considered an original.

        (G)      Construction and Governing Law.

                    Should any  provision  of this  Agreement  require  judicial
                    interpretation,   it  is  hereby   agreed   that  the  Court
                    interpreting  and  construing  the same  shall  not  apply a
                    presumption that the terms shall be more strictly  construed
                    against the party who itself or through  its agent  prepared
                    the same,  it being  agreed  that the agents of all  parties
                    have   participated  in  the  participation   hereof.   This
                    Agreement and all questions  relating to its validity  shall
                    be decided within the  jurisdiction  of the State of Florida
                    and  governed by and  construed in  accordance  with Florida
                    law, without regard to its conflict of law principles.



        (H)      Disclosure of Compensation and non-liability performance

                    The Company  understands that pursuant to applicable federal
                    and state law the  Consultant  may be  required  at times to
                    disclose to the public the nature and amount of compensation
                    received  by  the  Consultant  in   consideration   for  the
                    Consultant's services related to the Company.

                    Although the Consultant's  ultimate goal in undertaking this
                    business relationship with the Company is to see an increase
                    in the  Company's  revenues  and stock  price,  the  Company
                    understands that the Consultant does not guarantee  specific
                    performance of the Company nor will the Consultant engage in
                    illegal or prohibited  activity to manipulate  the financial
                    appearance of the Company or to inflate its stock price.

        (I)      Facsimile Signatures

                    Facsimile  signatures on this Agreement  shall have the same
                    legal effect as original signatures.

         IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the
date first written above.

         MARKET VOICE, INC.                          MERIDIAN USA HOLDINGS, INC.

         By:_________________________                By:________________________

         Its:________________________                Its:_______________________

         Dated:______________________               Date:_______________________