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
{  }  Preliminary  Proxy  Statement
{  }  Confidential,  For  Use  of  the  Commission  Only (as  permitted
      by  Rule  14a-6  (e)(2))
{X }  Definitive  Proxy  Statement
{  }  Definitive  Additional  Materials
{  }  Soliciting  Material  Pursuant  to  Rule  14a-11  (c)  or  Rule  14a-12


                             MERIDIAN HOLDINGS,  INC


Payment  of  Filing  Fee  (Check  appropriate  box):

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





































                                             1

Meridian Holdings, Inc.
900  Wilshire  Boulevard,  Suite  500
Los  Angeles,  California  90017

February  5,  2005

RE:  NOTICE  OF  ANNUAL  MEETING  FOR  THE  YEAR  ENDING  DECEMBER  2004

Dear  Meridian Holdings  Stockholder:

On  behalf  of  the Board of Directors, it is a pleasure to invite you to attend
the 2004 Annual Meeting of Stockholders to be held at 1:00 p.m. Standard Pacific
time,  on  March  5,  2005,  at  900  Wilshire  Blvd.,  Suite  500  Los Angeles,
California  90017  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  ratify  the  appointment  of  Madsen  Associates  CPA's,  Inc.,  as the
Company's independent  certified  public  accountant  for the fiscal year ending
December 31, 2003 and 2004 respectively;  and

3.   To consider and vote upon a proposal to re-approve the Company's 2001 Joint
Incentive  and  Non-Qualified  Stock  Option  Plan  for  the  2005  fiscal year,
with retro-active re-pricing of the  option  shares based on a 12 months average
of the fair market value of the Stock for each of the option period (2001-2004)

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

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

The  Board of Directors has fixed  the close of business on December 31, 2004 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  5,  2005

                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  at 900 Wilshire Blvd., Suite 500 Los Angeles, California,
90017, March 5, 2005  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
four  nominees  as  directors  of  the  Company
to  serve  until  the  next  Annual  Meeting
of  Stockholders:
     Jerry Aguolu                                     (  )     (  )     (  )
     James  Truher                                    (  )     (  )     (  )
     Randy  Simpson                                   (  )     (  )     (  )
     Marcellina  Offoha                               (  )     (  )     (  )

ITEM  2:     To  ratify  the  reappointment of 
Madsen Associates, CPA's, Inc., as the independent
auditor  for  the  fiscal  year  ending
December  31,  2003 and 2004 respectively;            (  )     (  )     (  )

ITEM  3:     To consider and vote upon a proposal
to re-approve the Company's 2001 Joint Incentive
and  Non-Qualified  Stock  Option Plan  for  the
2005  fiscal year, with  retro-active re-pricing
of the option shares based on a 12 months average
of  the  fair market value of the Stock for each
of the option period (2001-2004)                     (  )     (  )     (  )

ITEM  4:    In his discretion, on such other matters as may properly come before
the  meeting  or any adjournments thereof; all as more particularly described in
the  Company's Proxy Statement dated February 5, 2005, relating to such meeting,
receipt  of  which  is  hereby  acknowledged.

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


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

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

(Please sign exactly as name appears hereon. When signing as attorney, executor,
administrator,  trustee,  guardian,  etc.,  give  full  title as such. For joint
accounts,  each  joint  owner  should  sign.)
                                             3


               --------------------------------------------------
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  5,  2005  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 California
corporation (the "Company"), will be held at 1:00 p.m. Standard Pacific time, on
March  5,  2005,  at   900  Wilshire  Blvd.,  Suite 500, Los Angeles, California
90017  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  ratify  the  appointment  of  Madsen  Associates  CPA's,  Inc.,  as the
Company's independent  certified  public  accountant  for the fiscal year ending
December 31, 2003 and 2004 respectively;  and

3.   To consider and vote upon a proposal to re-approve the Company's 2001 Joint
Incentive  and  Non-Qualified  Stock  Option  Plan  for  the  2005  fiscal year,
with retro-active re-pricing of the  option  shares based on a 12 months average
of the fair market value of the Stock for each of the option period (2001-2004)

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

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

The Board of Directors has fixed the close of  business on December, 31, 2004 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  5,  2005

















                                             5

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

                                 PROXY  STATEMENT
                         ANNUAL  MEETING  OF  STOCKHOLDERS
                          TO  BE  HELD  ON  MARCH  5,  2005


         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,
no  par  value, (the  "Common  Stock"),  for  use at the 2004 Annual  Meeting
of  Stockholders  of the Company to be held at 1:00 p.m.  Standard Pacific time,
on  March  5,  2005,  at  900  Wilshire Blvd, Suite 500, Los Angeles  California
90017  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 5, 2005.  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 Holdings  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  December  31,  2004,  the  record date for determination  of stockholders of
the Company  entitled  to vote at  the Annual Meeting (the "Record Date"), there
were 14,870,650 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  5,  2005.

         The cost of preparing, assembling and mailing this Proxy Statement, the
notice of Annual  Meeting of  Stockholders and the enclosed proxy is to be borne
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  ratify  the  appointment  of  Madsen  Associates  CPA's,  Inc.,  as the
Company's independent  certified  public  accountant  for the fiscal year ending
December 31, 2003 and 2004 respectively;  and

3.   To consider and vote upon a proposal to re-approve the Company's 2001 Joint
Incentive  and  Non-Qualified  Stock  Option  Plan  for  the  2005  fiscal year,
with retro-active re-pricing of the  option  shares based on a 12 months average
of the  fair market value of the Stock for each of the option period (2001-2004)

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

         Unless contrary  instructions  are indicated on the enclosed proxy, all
shares  represented by valid proxies received pursuant to this solicitation (and
which have not been revoked in accordance  with the  procedures set forth above)
will be voted (a) for the  election  of the 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  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:
James  W.  Truher,  Jerry Aguolu 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:

     James  W.  Truher.  Mr.  Truher,  age  70 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.

     Marcellina  Offoha,  Ph.D.---Ms.  Offoha,  age 50, 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.
                                             7

Offoha  holds  a  Ph.D.  in  Sociology  from  Temple  University,  Philadelphia,
Pennsylvania.

      Dr.  Jerry Aguolu,  age 52, is the President and CEO of Harvard Healthcare
He holds a  doctorate  degree  in  Medicine, and PhD  in clinical  pharmacology.
He is a  member of the  board of trustees of City  University  of  Los  Angeles.
He is  a  family  physician, with  multiple  clinic  facilities  within  greater
Los Angeles.

      Mr.  Randy  Simpson, age 50, a  Certified Public Accountant with nearly 30
years' experience,  began his career with Ernst & Young's Salt Lake City office.
He  has  served  in  a  variety  of finance and accounting capacities, including
chief financial officer for  Rocky Mountain  Helicopters  (medical  helicopters)
and controller (Gulf Energy). In conjunction  with  his  independent  accounting
practice,  he  has provided registration work and financial  advisory assistance
to a number of North  American  public  companies. He received a BS in marketing
and  an  MS  in  accounting  from  Utah  State  University.

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  is  an officer of the Company. The Board members will
serve until their  successors  are  elected  at  the 2004 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 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
                                             8

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 2003/2004 adequately reflect the
Company's  compensation  goals  and policies. In 1993, the Internal Revenue Code
was amended to add section 162(m), which generally disallows a tax deduction for
compensation  paid  to  a  company's  senior  executive officers in excess of $1
million  per  person  in  any  year.  Excluded from the $1 million limitation is
compensation  which  meets  pre-established performance criteria or results from
the  exercise  of  stock  options which meet certain criteria. While the Company
generally  intends  to qualify payment of compensation under section 162(m), the
Company  reserves  the  right to pay compensation to its executives from time to
time  that  may  not  be  tax  deductible.

The  Company  will  compensate  the  members  of the Board of Directors for each
meeting  he/she attends, in the amount of $250 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.  Simpson,  Truher,  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
                                             9

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  Wesley Bradford.

Meetings  of  the  Board  of  Directors

During  the  fiscal  year  ended  December  31,  2004,  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,  Madsen Associate,
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.

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
       included  in  Meridian  Holdings  2004  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, 2003 and 2004,
for  filing  with  the  Securities  and  Exchange  Commission. The Committee and
the  Board  have  also   recommended,   subject  to  stockholder  approval,  the
selection  of  Madsen  Associates  CPA'S, Inc., as the Corporation's independent
auditor for  fiscal  year  ended  December  31,  2003 and 2004 respectively.





                                             10

                   Members  of  the  Audit  and  Ethics  Committee:


                                                       
Randy  Simpson  Chairman                                     James  Truher
Marcellina  Offoha                                           Jerry Aguolu



Executive  Officers

The  executive  officers  of  the  Company  are  as  follows:

Anthony  C.  Dike,     Chairman/CEO
Wesley Bradford        Chief Medical Officer


                             EXECUTIVE  COMPENSATION

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

                               Annual  Compensation




Name              Year     Salary         Bonus      Stock  Option   All  Other
                                                                   Compensation
                                                                   Stock Awards
                                                     

Anthony  C.  Dike (1)  2004    $144,000          0        150,000        0

Wesley Bradford   (2)  2004    $ 35,000          0        100,000        100,000


1.  As  of  December  31, 2003, 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.

2. Dr. Bradford's salary is based on a part-time employment, with a base salary 
and other non-cash compensation such as stock and stock option award. He is also
a member of the Board of Directors of  InterCare DX, Inc., an affiliated entity.



Indemnification

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

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

Compliance  with  Section  16(a)  of  the  Securities  Exchange  Act  of  1934
                                             11


         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,  2004,  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 $1.25 and a low bid of $0.04 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 December
31, 2004 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, 14,870,650 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  the  appointment  of  Madsen  Associates  CPA's,  Inc., as
the Company's independent certified public accountant for the fiscal year ending
December  31,  2003  and  2004  respectively;  and  to  consider and vote upon a
proposal  to  re-approve  the Company's 2001 Joint Incentive  and  Non-Qualified
Stock  Option  Plan  for  the 2005  fiscal year, with retro-active re-pricing of
the  option  shares based on a 12 months average of the fair market value of the
Stock  for  each  of  the  option  period  (2001-2004). 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 or her proxy to vote the proxy as  to  a  particular  matter,
such  shares  will  not  be  treated  as  "present" or "entitled to vote" on the
matter,  and,  therefore,  a  broker non-vote or the withholding  of  a  proxy's
authority will  have  no  effect  on  the  outcome  of  the  vote on the matter.
A "broker non-vote" refers to shares of Common Stock represented at  the Meeting
in person or  by  proxy  by a broker or nominee  where  such  broker or  nominee

(1)  has  not  received  voting  instructions  on  a  particular matter from the
beneficial  owners  or  persons  entitled to vote  and; 

(2) the broker or nominee  does not  have discretionary  voting  power  on  such
matter.

                                             9

         As of the  Record  Date,  the  directors  of the  Company  owned in the
aggregate  9,162,460  shares of Common  Stock constituting  approximately 62% 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, 2004 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. (1,2,3)  Director     8,590,270         Active           58%

Jerry Aguolu             (2)    Director       125,000         Active            1%

James  W.  Truher        (2)    Director       165,900         Active            1%

Randy  Simpson           (2)    Director       125,000         Active            1%

Marcellina  Offoha, Ph.D (2)    Director       157,190         Active            1%

All  directors  and  Officers  as
a  group  (five  persons)                    9,162,460                          62%

Other  Beneficial  Owners

CGI  Communications  Services,  Inc.           961,501                           6%

Other public shareholders                    4,746,689                          32%

Total  Number  of  Shares  Outstanding      14,870,650                         100%


1.  Includes  330,000  shares  pledged  to  secure  the  asset  purchased by the
registrant from the Israeli Bankruptcy court. The said asset has been abandoned,
every efforts  are being made to recover these shares from the Israeli receiver.
Meanwhile, a stop transfer order  has  been  place  on  these securities.

2.  The numbers shown include the shares of  our  Common  Stock  actually  owned
as  of December  31,  2004  and the underlying options and warrants representing
shares person has the right or will have the right to acquire based on  the 2004
stock option plan  table.

3.  Anthony C. Dike, is the sole Director of MMG Investments, Inc, and an indirect
beneficial owner of 267,000 shares of Common stock  held by MMG Investments, Inc.




                                             13

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
2005

                                    ITEM  II.

PROPOSAL TO RATIFY THE REAPPOINTMENT  OF  MADSEN ASSOCIATES CPA'S, INC.
          AS  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS

INFORMATION  REGARDING  OUR  CERTIFIED  PUBLIC  ACCOUNTANT

Audit  and  Audit  Related  Fees

We  estimate  that the audit fees to be incurred by us  with Madsen Associates
CPA's, Inc., for  fiscal 2003 and  2004  audit  services  to be  approximately
$15,000.

All  Other  Fees

We  estimate  that  all  other fees incurred by us with Madsen Associates CPA's,
Inc., for the fiscal year 2003 and 2004 to be $5,000. These other fees consisted
of fees for review  of  our   last  three quarterly financial statements for the
fiscal year ended  December   31,  2004 and all the  subsequent periods for 2005
fiscal year.

The Board wishes  to  obtain from the stockholders a ratification of the Board's
action in  appointing the accounting  firm  Madsen  Associates  CPA's,  Inc., as
the  Certified  Independent  Accountants  for  the  fiscal  year  2003  and 2004
respectively,  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  Madsen Associates CPA's, Inc. for  audit  services. Madsen Associates CPA's,
Inc., 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. Madsen Associates CPA's,
Inc., will also  be  available to respond to appropriate  questions.

In the event the appointment  of Madsen Associates CPA's, Inc.,  as  independent
auditors  for  fiscal  year  2003 and 2004 respectively, 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
2003  and 2004 respectively, 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  APPOINTMENT  OF  MADSEN  ASSOCIATES CPA'S,  INC.  AS
INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS  FOR THE COMPANY FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2003 AND  2004 RESPECTIVELY.

                                    ITEM  III.

       PROPOSAL  TO  APPROVE  THE  COMPANY'S  2005  STOCK  OPTION  PLAN

The Board of Directors  of the Company  has  re-adopted the Company's 2001 Joint
Incentive  and  Non-Qualified  Stock  Option  Plan  for  the  2005  fiscal year,
with retro-active re-pricing of the  option  shares based on a 12 months average
of the fair market value of the Stock for each of the option period (2001-2004).
The 2005 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  2005  Plan  is  set forth  in
Exhibit  A  hereto.

         The  Company  has  no  other  stock  option  plan.

Under  the 2005 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 , 2015.  Such
options may be intended to qualify as  "incentive stock   options"  with respect
                                             14

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 2005 Plan will be administered by the Option Committee of the Board
of Directors (the  "Committee").  The 2005 Plan allows the Board of Directors of
the Company to designate a committee of at least two  non-employee  directors to
administer  the 2005 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 2005 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 2005 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 2005 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 2005 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 2005 Plan provides that, in the
case of an incentive  stock option,  the exercise  price of an option may not be
less than the fair market  value of the Common Stock on the date of grant of the
option,  and, if the Optionee is a holder of more than 10% of the total combined
voting  power of all classes of stock of the Company,  the exercise  price of an
option may not be less than 110% of the fair market value of the Common Stock on
the date of grant of the option.  The exercise price may be paid in cash, shares
of  Common  Stock  owned  by  the Optionee, or a combination of cash and shares.

         Stock  options  granted  under the 2005 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 2005 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 2005 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 2005 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  2005  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
                                             15

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
TO  APPROVE  THE  2005  STOCK-OPTION  PLAN  AS  PRESENTED.

                                 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 2004 Annual Meeting of
Stockholders  must  be  received  by  the  Company  by  January  31,  2005. 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  2004  ANNUAL  MEETING

Any  proposals  of  stockholders  intended  to  be considered by the Company for
inclusion  in  the  proxy  materials for the 2004 Annual Meeting of Stockholders
must  be  received  by the Company by January 31, 2005. 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.
                                             16


                               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


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

/s/  Jerry Aguolu
----------------------
Jerry Aguolu,  Director

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

/s/  Randy  Simpson
----------------------
Randy  Simpson,   Director

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



                                   By  order  of  the
                                   Board  of  Directors


                                   Anthony  C.  Dike,  MD
                                   Chairman  of  the  Board
























                                             17

                                  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,  based  on  the  average of the  preceding  12  months  fair-market value
of  the Company's  Common Stock("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
                                             18

Common  Stock  with  respect  to  which Options are granted to each Optionee, to
specify  the  Option Price and the terms of the Options, and in general to grant
Options; (ii) to determine the dates upon which Options shall be granted and the
terms  and conditions thereof in a manner consistent with this Plan, which terms
and conditions need not be identical as to the various Options granted; (iii) to
interpret  the  Plan; (iv) to prescribe, amend and rescind rules relating to the
Plan  (v)  to  accelerate  the  time  during  which  an Option may be exercised,
notwithstanding  the  provisions  of the Option Agreement (as defined in Section
12)  stating  the  time during which it may be exercised; (vi) to accelerate the
date  by  which  any  unexercised  but  vested  portion of an Option terminates,
thereby  requiring  the  Optionee  to exercise the vested unexercised portion of
such  Option or forfeit it, but in no event shall such date be less than two (2)
weeks  later  than  the  date the Optionee is informed of such acceleration; and
(vii)  to  determine  the rights and obligations of participants under the Plan.
The  interpretation and construction by the Option Committee of any provision of
the  Plan  or  of  any Option granted under it shall be final.  No member of the
Option  Committee  shall  be liable for any action or determination made in good
faith  with  respect  to  the  Plan  of  any  Option  granted  under  it.

     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
                                             19

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

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

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

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

      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
                                             20

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

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

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

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

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

     (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
                                             21

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
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  31st  day  of  December  2004.


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
























                                             22

                                    EXHIBIT  99.2

                            STOCK  OPTION  AGREEMENT

AGREEMENT,  made  this  ____  day  of  ______,  2005,  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 an 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 100,000 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, 2005 and
       -----
shall  expire  Sixty  (60)  months from such date on September 1, 2010, 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  Optionee has the right to  purchase  Shares  in  accordance
with  the  2005  Stock Option Plan,  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.

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.

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

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

8.     ADJUSTMENTS  FOR  CHANGES IN CAPITAL STRUCTURE.  In the event of a change
in the capital structure of the Company as a result of any stock dividend, stock
                                             23

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












































                                             24

                                    EXHIBIT  99.3
                                  WRITTEN  CONSENT
                            OF  THE  BOARD  OF  DIRECTOR  OF
                                 Meridian Holdings, Inc..
                               ----------------------
                             a  Colorado  Corporation

     Pursuant to the authority of Colorado Corporation Code , the undersigned,
being the Board of Directors of Meridian Holdings, Inc., a Colorado corporation,
does  hereby  adopt  and  consent  to  the following  recitals  and  resolution:

     Item  1:  Approval  of  Proxy Statement for 2005 annual shareholder meeting

     WHEREAS,  it  has been presented to the board of directors, a draft copy of
the Proxy Statement for review and approval, with the following items listed for
voting  by  the  shareholders  of  Record  as  of  December  31,  2004:

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

2.   To  ratify  the  appointment  of  Madsen  Associates  CPA's,  Inc.,  as the
Company's independent  certified  public  accountant  for the fiscal year ending
December 31, 2003 and 2004 respectively;  and

3.   To consider and vote upon a proposal to re-approve the Company's 2001 Joint
Incentive  and  Non-Qualified  Stock  Option  Plan  for  the  2005  fiscal year,
with retro-active re-pricing of the  option  shares based on a 12 months average
of the fair market value of the Stock for each of the  option period (2001-2004)

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

WHEREAS, it is deemed advisable and in the best interest of this corporation and
its  shareholders  that  the  items listed in the proxy statement  be considered
and  voted  upon  by  the  shareholders.

NOW  THEREFORE  BE  IT  RESOLVED,  and  it  is,  that the above listed  items be
approved  for  inclusion  in  the  2005  Proxy statement to be voted upon by the
shareholders.

     RESOLVED FURTHER, that the directors and officers  of this corporation, and
any  of  them,  be, and they hereby are, authorized,  empowered and directed for
and  on  behalf  of  this  corporation  and in its  name to execute, deliver and
cause  the  performance of  all such further  documents and to take such further
actions  as  such  officer,  or  any  of  them,  may  in  their  discretion deem
necessary, appropriate or advisable in  order  to  carry  out  and  perform  the
intent  of  the  foregoing  resolution.

     This  Written Consent shall be filed in the minute book of this corporation
and  shall  become  part  of  the  records  of  this  corporation.

Dated  as  of  December  31  ,  2004.

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

/s/  Jerry Aguolu
----------------------
Jerry Aguolu,  Director

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

/s/  Randy  Simpson
----------------------
Randy  Simpson,   Director

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

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