Exhibit  1


                        AMENDMENT TO EMPLOYMENT AGREEMENT


THIS  AMENDED  AGREEMENT  (the "Amendment") is made and effective as of November
30,  2000,  by  and  between  Meridian  Holdings,  Inc. ("Meridian"), a Colorado
corporation,  Intercare.com-Dx, Inc. ("Intercare"), a California corporation and
a subsidiary of Meridian, and Russell A. Lyon ("Executive"), an individual, with
respect  to  the  following  facts  and  understandings:

                                    RECITALS

     WHEREAS,  there  was  an employment agreement ("Agreement") entered into on
October  31,  1999  by  and  between  Meridian, Intercare Diagnostics, Inc., the
predecessor of Intercare, and Executive in which the latter is retained to serve
in  the  capacity  of  President  and Chief Technology Officer of Intercare from
November  1,  1999  and  up  to  and  including  November  1,  2001.

WHEREAS,  Article  3.3  of the Agreement granted Executive an option to purchase
cumulatively up to 500,000 restricted shares of Meridian's common stock pursuant
to  the  then  existing  Stock  Option Agreement between Meridian and Executive.

                                    AMENDMENT

     Sufficient  consideration haven been given and received, it is now mutually
agreed  between all concerned that that paragraph of the Agreement be amended to
read  as  follows:

"3.3.  Stock Option.   As an additional element of compensation to Executive, in
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consideration of the services to be rendered, Intercare shall grant to Executive
200,000  restricted  shares  of  Intercare's  common stock having a par value of
$0.000.   Executive shall have the opportunity to exercise the option during the
term  of  his  employment.   The  terms  and  condition  of such option shall be
governed  by  the  Stock  Option  Agreement  between  Intercare  and Executive."

Agreed  To:         BY:  INTERCARE     BY:  MERIDIAN      BY:  EXECUTIVE
                    --------------     -------------      --------------

             /s/  Anthony  C.  Dike  /s/  Anthony  C. Dike  /s/ Russel A.Lyon
Signatures:      ______________       ___________              ____________
                  Anthony  Dike        Anthony  Dike           Russel  A Lyon


Witness:          /s/  Philip  Falese
                   ______________
                   Philip  Falese