STOCK OPTION AGREEMENT
AGREEMENT made October 2, 2000, between Meridian USA Holdings, Inc., a Florida corporation
(hereinafter called the "Company"), and Christopher Valleau (hereinafter called the "Employee").
WHEREAS, the Board of Directors of the Company has adopted an incentive stock option plan for the benefit
of its key employees; and
WHEREAS, the Board of Directors of the Company has determined that it is to the advantage and interest of the
Company and its shareholders to grant the option provided for herein to the Employee as an inducement to
remain in the service of the Company and its subsidiary corporations, and as an incentive for increased effort
during such service.
NOW, THEREFORE, in consideration of the mutual covenants contained in this contract, the parties to it agree
1. Grant of option. The Company grants to the Employee the right and option to purchase from it, on the terms
and conditions following, all or any part of an aggregate of 20,000 shares of the authorized, issued and
outstanding $.001 par value common shares of the Company. The purchase price shall be $1.00 per share. The
Employee may elect to exercise the options at the times and for the number of shares indicated as follows: (a) on
or after September 30, 2001, 5,000 shares; (b) on or after September 30, 2002, 5,000 shares; (c) on or after
September 30, 2003, 5,000 shares; and (d) on or after September 30, 2004, 5,000 shares. All options not
exercised on or before September 30, 2010 ("termination date") will terminate and become null and void.
2. No partial exercise of such option may be for less than 100 full shares. In no event shall the Company be
required to transfer fractional shares to the Employee.
3. Method of Exercise. The option granted under this Agreement shall be exercisable from time to time, as
provided above, by the payment in cash or certified funds to the Company of the purchase price of the shares
which the Employee elects to purchase.
4. Termination of option. The opti