<PAGE>  
                    BY - LAWS

                      OF

             Sloan Electronics, Inc.

ARTICLE I

1.            Share Certificates.  Certificates in such form as may be 
determined by the Board of Directors shall be delivered, representing 
all shares to which Shareholders are entitled.  Certificates shall be 
consecutively numbered and shall be entered in the books of the 
Corporation as they are issued.  Each certificate shall state on the 
face thereof that the Corporation is organized under the laws of the 
State of Delaware, the holder's name, the number and class of shares, 
the par value of such shares or a statement that such shares are 
without par value, and such other matters as may be required by law.

They shall be signed by the President or a vice-president and either 
the Secretary or Assistant Secretary or such other Officer or Officers 
as the Board of Directors designates, and may be sealed with the Seal 
of the Corporation or a facsimile thereof.  If any certificate is 
countersigned by a transfer agent, or an assistant transfer agent, or 
registered by a registrar (either of which is other than the 
Corporation or an employee of the Corporation), the signature of any 
such Officer may be a facsimile thereof.

             Shares both treasury and authorized but unissued may be 
issued for such consideration (not less than par value) and to such 
persons as the Board of Directors determines from time to time.  Shares 
may not be issued until the full amount of the consideration, fixed as 
provided by law, has been paid.  In addition, Shares shall not be 
issued or transferred until such additional conditions and 
documentation as the Corporation (or its transfer agent, as the case 
may be) shall reasonably require, including without limitation, the 
delivery with the surrender of such stock certificate or certificates 
of proper evidence of succession, assignment or other authority to 
obtain transfer thereof, as the circumstances may require, and such 
legal opinions with reference to the requested transfer as shall be 
required by the Corporation (or its transfer agent) pursuant to the 
provisions of these Bylaws and applicable law, shall have been 
satisfied.


2.      FRACTIONAL SHARE INTERESTS OR SCRIP.  The corporation may, when 
necessary or desirable in order to effect share transfers, share 
distributions or reclassifications, mergers, consolidations or 
reorganizations, issue a fraction of a share, make arrangements or 
provide reasonable opportunity for any person entitled to a fractional 
interest in a share to sell such fractional interest or to purchase 
such additional fractional interests as may be necessary to acquire a 
full share, pay in cash the fair value of fractions of a share as of 
the time when those entitled to receive such fractions are determined, 
or issue scrip in registered or bearer form, over the manual or 
facsimile signature of an officer of the corporation or its agent, 
which shall entitle the holder to receive a certificate for a full 
share upon the surrender of such scrip aggregating a full share.  A 
certificate for a fractional share shall, but scrip shall not unless 
otherwise provided therein, entitle the holder to exercise voting 
rights, to receive dividends thereon and to participate in any of the 
assets of the corporation in the event of liquidation.
<PAGE>

The Board of Directors may cause scrip to be issued subject to the 
condition that it shall become void if not exchanged for certificates 
representing full shares before a specified date, or subject to the 
condition that the shares for which scrip is exchangeable may be sold 
by the corporation and the proceeds thereof distributed to the holders 
of scrip, or subject to any other conditions which the Board of 
Directors may deem advisable.  Such conditions shall be stated or 
fairly summarized on the face of the certificate.

3.      SHARE TRANSFERS.  Upon compliance with any provisions 
restricting the transferability of shares that may be set forth in the 
Articles of Incorporation, these By-Laws, or any written agreement in 
respect thereof, transfers of shares of the corporation shall be made 
only on the books of the corporation by the registered holder thereof, 
or by his attorney thereunto authorized by power of attorney duly 
executed and filed with the Secretary of the corporation, or with a 
transfer agent or a registrar and on surrender of the certificate or 
certificates for such shares properly endorsed and the payment of all 
taxes thereon, if any.  Except as may be otherwise provided by law, the 
person in whose name shares stand on the books of the corporation shall 
be deemed the owner thereof for all purposes as regards the 
corporation; provided that whenever any transfer of shares shall be 
made for collateral security, and not absolutely, such fact, if known 
to the Secretary of the corporation, shall be so expressed in the entry 
of transfer. The corporation shall refuse to register any transfer of 
securities unless made in accordance with the registration or exemptive 
provisions of the Securities Act, or in accordance with Regulation S.

4.      RECORD DATE FOR SHAREHOLDERS.  For the purpose of determining 
shareholders entitled to notice of or to vote at any meeting of 
shareholders or any adjournment thereof, or entitled to receive payment 
of any dividend, or in order to make a determination of shareholders 
for any other purpose, the Board of Directors of the corporation may 
provide that the stock transfer books shall be closed for a stated 
period but not to exceed, in any case, sixty days. If the stock 
transfer books shall be closed for the purpose of determining the 
shareholders entitled to notice of or to vote at a meeting of 
shareholders, such books shall be closed for at least ten days 
immediately preceding such meeting. In lieu of closing the stock 
transfer books, the Board of Directors may fix in advance a date as the 
record date for any such determination of shareholders, such date in 
any case to be not more than sixty days and, in case of a meeting of 
shareholders, not less than ten days prior to the date on which the 
particular action, requiring such determination of shareholders, is to 
be taken.  If the stock transfer books are not closed and no record 
date is fixed for the determination of shareholders entitled to notice 
or to vote at a meeting of shareholders, or shareholders entitled to 
receive payment of a dividend, the date on which notice of the meeting 
is mailed or the date on which the resolution of the Board of Directors 
declaring such dividend is adopted, as the case may be, shall be the 
record date for the determination of shareholders.  When a 
determination of shareholders entitled to vote at any meeting of 
shareholders has been made as provided in this section, the 
determination shall apply to any adjournment thereof, unless the Board 
of Directors fixes a new record date under this section for the  
adjourned meeting.
<PAGE>

5.      MEANING OF CERTAIN TERMS.  As used herein in respect of the 
right to notice of a meeting of shareholders or a waiver thereof or to 
participate or vote thereat or to consent or dissent in writing in lieu 
of a meeting, as the case may be, the term "share" or "shares" or 
"shareholder" or "shareholders" refers to an outstanding share or 
shares and to a holder or holders of record of outstanding shares when 
the corporation is authorized to issue only one class of shares, and 
said reference is also intended to include any outstanding share or 
shares and any holder or holders of record of outstanding shares of any 
class upon which or upon whom the Articles of Incorporation confer such 
rights where there are two or more classes or series of shares or upon 
which or upon whom the General Corporation Act confers such rights 
notwithstanding that the Articles of Incorporation may provide for more 
than one class or series of shares, one or more of which are limited or 
denied such rights thereunder.

6. SHAREHOLDER MEETINGS.

- TIME.  The annual meeting shall be held on the date fixed from time 
to time by the directors.  A special meeting shall be head on the date 
fixed from time to time by the directors except when the General 
Corporation Act confers the right to call a special meeting upon the 
shareholders.

- PLACE.    Annual meetings and special meetings
shall be held at Croton-on-Hudson, NY or at such place within or 
without the State of Florida as shall be stated in the notice of any 
such meeting.

- CALL.  Annual meetings may be called by the directors or the 
President or the Secretary or by any officer instructed by the 
directors or the President to call the meeting.  Special meetings may 
be called in like manner or by the holders of at least one-tenth of the 
shares.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.  Written notice 
stating the place, day and hour of the meeting and, in case of a 
special meeting, the purpose or purposes for which the meeting is 
called, shall be delivered not less than ten days (or not less than any 
such other minimum period of days as may be prescribed by the General 
Corporation Act) nor more than sixty days before the date of the 
meeting, either personally or by first class mail, by or at the 
direction of the President, the Secretary, or the officer or persons 
calling the meeting to each shareholder.  The notice of any annual or 
special meeting shall also include, or be accompanied by, any 
additional statements, information, or documents prescribed by the 
General Corporation Act.  If mailed, such notice shall be deemed to be 
delivered when deposited in the United States mail addressed to the 
shareholder at his address as it appears on the stock transfer books of 
the corporation, with postage thereon prepaid.  
<PAGE>
When a meeting is adjourned to another time or place, it shall not be 
necessary to give any notice of the adjourned meeting if the time and 
place to which the meeting is adjourned are announced at the meeting at 
which the adjournment is taken, and at the adjourned meeting any 
business may be transacted that might have been transacted on the 
original date of the meeting.  If, however, the Board of Directors 
shall fix a new record date for the adjourned meeting, notice of the 
adjourned meeting shall be given each shareholder of record on the new 
record date.  Whenever any notice is required to be given to any 
shareholder, a waiver thereof in writing signed by him, whether before 
or after the time stated therein, shall be the equivalent to the giving 
of such notice.  Attendance of a shareholder at a meeting shall 
constitute a waiver of notice of the meeting, except where the 
shareholder attends the meeting for the express purpose of objecting, 
at the beginning of the meeting, to the transaction of any business 
because the meeting is not lawfully called or convened.

- VOTING LIST.  The officer or agent having charge of the stock 
transfer books for shares of the corporation shall make, at least ten 
days before each meeting of shareholders, a complete list of the 
shareholders entitled to vote at such meeting or any adjournment 
thereof, with the address of and the number and class and series, if 
any, of shares held by, each.  Such list, f or a period of ten days 
prior to such meeting, shall be kept on file at the registered office 
of the corporation in the State of Florida, at the principal place of 
business of the corporation or at the office of the transfer agent or 
registrar of the corporation and shall be subject to inspection by any 
shareholder at any time during usual business hours.  Such list shall 
also be produced and kept open at the time and place of the meeting and 
shall be subject to the inspection of any shareholder at any time 
during the meeting.  The original stock transfer books shall be prima 
facie evidence as to who are the shareholders entitled to examine such 
list or transfer books or to vote at any meeting of shareholders.

- CONDUCT OF MEETING.  Meetings of the shareholders shall be presided 
over by one of the following officers in the order of seniority and if 
present and acting - the Chairman of the Board, if any, the Vice 
Chairman of the Board ' if any, the President, a Vice President, or, if 
none of the foregoing is in office and present and acting, by a 
chairman to be chosen by the shareholders.  The Secretary of the 
corporation, or in his absence, an Assistant Secretary, shall act as 
secretary of every meeting, but, if neither the Secretary nor an 
Assistant Secretary is present, the Chairman of the meeting shall 
appoint a secretary of the meeting.

- PROXY REPRESENTATION.  Every shareholder or his duly authorized 
attorney-in-fact may authorize another person or persons to act for him 
by proxy in all matters in which a shareholder is entitled to 
participate, whether for the purposes of determining his presence at a 
meeting, or whether by waiving notice of any meeting, voting or 
participating at a meeting, or expressing consent or dissent without a 
meeting, or otherwise.  Every proxy shall be signed by the shareholder 
or by. his duly authorized attorney-in-fact, and filed with the 
Secretary of the corporation.  No proxy shall be valid after eleven 
months from the date thereof, unless otherwise provided in the proxy.  
Except as may otherwise be provided by the General corporation Act, any 
proxy may be revoked.
<PAGE>
- QUORUM.  A majority of the shares shall constitute a quorum.

- VOTING.  Except as the General Corporation Act, the Articles of 
Incorporation, or these By-Laws shall otherwise provide, the 
affirmative vote of the majority of the shares represented at the 
meeting, a quorum being present, shall be the act of the shareholders.  
After a quorum has been established at a shareholders I meeting, the 
subsequent withdrawal of shareholders, so as to reduce the number of 
shareholders at the meeting below the number required for a quorum, 
shall not affect the validity of any action taken at the meeting or any 
adjournment thereof.

7.      WRITTEN ACTION.  Any action required to be taken or which may 
be taken at a meeting of the shareholders may be taken without a 
meeting, without prior notice and without a vote, if a consent in 
writing, setting forth the action so taken, shall be signed by all of 
the shareholders and shall be filed with the Secretary of the 
corporation.  Less than all shareholders may act in like manner upon 
compliance with the provisions of Section 607.394 of the General 
Corporation Act.

ARTICLE II

BOARD OF DIRECTORS

1.      FUNCTIONS GENERALLY - COMPENSATION.  All corporate powers shall 
be exercised by or under the authority of, and the business and affairs 
of the corporation shall be managed under the direction of its Board of 
Directors.  The Board may fix the compensation of directors.

2.      QUALIFICATIONS AND NUMBER.  Each director shall be a natural 
person of full age.  A director need not be a shareholder, a citizen of 
the United States, or a resident of the State of Florida.  The initial 
Board of Directors shall consist of one (amended to five 9/95) persons, 
which is the number of directors fixed in the Articles of 
Incorporation, and which shall be the fixed number of directors until 
changed. The number of directors may be increased or decreased by an 
amendment of these By-Laws or by the directors or shareholders, but no 
decrease in the number of directors shall have the effect of 
shortening the term of any incumbent director.  The number of directors 
shall never be less than one.  The full Board of Directors shall 
consist of the number of directors fixed herein.

3.      ELECTION AND TERM.  The initial Board of Directors shall 
consist of the directors named in the Articles of Incorporation, each 
of whom shall hold office until the first annual meeting of 
shareholders and until his successor has been elected and qualified or 
until his earlier resignation, removal from office or death.  
Thereafter, each director who is elected at an annual meeting of 
shareholders, and any director who is elected in the interim to fill a 
vacancy or a newly created directorship, shall hold office until the 
next succeeding annual meeting of shareholders and until his successor 
has been elected and qualified or until his earlier resignation, 
removal from office or death.  In the interim between annual meetings 
of shareholders or of special meetings of shareholders called for the 
election of directors, any vacancies in the Board of Directors, 
including vacancies created by reason of an increase in the number of 
directors, and including vacancies resulting from the removal of 
<PAGE>
directors by the shareholders which have not been filled by said 
shareholders" may be filled by the affirmative vote of a majority of 
the remaining directors, although less than a quorum exists.

4. MEETINGS.

- TIME.  Meetings shall be held at such time as the Board shall fix, 
except that the first meeting of a newly elected Board shall be held as 
soon after its election as the directors may conveniently assemble.

- PLACE.  Meetings shall be held at such place within or without the 
State of Florida as shall be fixed by the Board.

- CALL.  No call shall be required for regular meetings for which the 
time and place have been fixed.  Special meetings may be called by the 
Chairman of the Board, if any,, the Vice Chairman of the Board, if any, 
or the President, or by any two directors.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be required 
for regular meetings for which the time and place have been fixed.' 
Written, oral, or any other mode of notice of the time and place shall 
be given for special meetings in sufficient time for the convenient 
assembly of the directors thereat.  The notice or waiver of notice of 
any meeting need not specify the business to be transacted or the 
purpose of the meeting.  Any requirement of furnishing a notice shall 
be waived by any director who signs a waiver of notice before or after 
the meeting.  Attendance of a director at a meeting shall constitute a 
waiver of notice of such meeting and a waiver of any and all objections 
to the place of the meeting, the time of the meeting, or the manner in 
which it has been called or convened, except when a director states, at 
the beginning of the meeting, any objection to the transaction of 
business because the meeting is not lawfully called or convened.

- QUORUM AND ACTION.  A majority of the full Board of Directors shall 
constitute a quorum except as may be otherwise provided in the Articles 
of Incorporation.  Except as herein otherwise provided, and except as 
may be otherwise provided by the General Corporation Act or the 
Articles of Incorporation, the act of the Board shall be the act of a 
majority of the directors present at a meeting at which a quorum is 
present.

Members of the Board of Directors may participate in a meeting of said 
Board by means of a conference telephone or similar communications 
equipment by means of which all persons participating in the meeting 
can hear each other at the same time, and participation by such means 
shall be deemed to constitute presence in person at a meeting.

A majority of the directors present, whether or not a quorum exists, 
may adjourn any meeting of the Board of Directors to another time and 
place.  Notice of any such adjourned meeting shall be given to the 
directors who were not present at the time of the adjournment and, 
unless the time and place of the adjourned meeting are announced at the 
time of the adjournment, to the other directors.

<PAGE>
- CHAIRMAN OF THE MEETING.  Meetings of the Board of Directors shall be 
presided over by the following directors in the order of seniority and 
if present and acting the Chairman of the Board, if any, the Vice 
Chairman of the Board, if any, the President, or any other director 
chosen by the Board.

5.      REMOVAL OF DIRECTORS.  At a meeting of shareholders called 
expressly for that purpose, the entire Board of Directors or any 
individual director may be removed from office with or without cause by 
the vote of the shareholders holding at least a majority of the shares.  
In case the entire Board or any one or more directors be so removed, 
new directors may be elected at the same meeting.

6.      COMMITTEES.  Whenever the number of directors shall consist of 
three or more, the Board of Directors, may, by resolution adopted by a 
majority of the full Board, designate from among its members an Executive 
Committee and one or more other committees, each of which, to the extent 
provided in the resolution, shall have and may exercise all of the 
authority of the Board of Directors except such authority as may not be 
delegated under the General Corporation Act.

7.      WRITTEN ACTION.  Any action required to be taken at a meeting of 
directors, or any action which may be taken at a meeting of directors or 
of a committee thereof, if any, may be taken without a meeting if a 
consent in writing, setting forth the action so to be taken, shall be 
signed by all of the directors or all of the members of the committee, as 
the case may be.

 8.   INDEMNIFICATION. 

    (a) The Corporation shall have the right to indemnify, to purchase 
indemnity insurance for, and to pay and advance expenses to, Directors, 
Officers and other persons who are eligible for, or entitled to, such 
indemnification, payments or advances, in accordance with and subject to 
the provisions of Delaware law, to the extent such indemnification, 
payments or advances are either expressly required by such provisions or 
are expressly authorized by the Board of Directors within the scope of 
such provisions.  The right of the Corporation to indemnify such persons 
shall include, but not be limited to, the authority of the Corporation to 
enter into written agreements for indemnification with such persons.

(b)     Subject to the provisions of the General Corporation Law of 
Delaware and any amendments thereto, a Director of the Corporation shall 
not be liable to the Corporation or its shareholders for monetary damages 
for an act or omission in the Director's capacity as a Director, except 
that this provision does not eliminate or limit the liability of a 
Director to the extent the Director is found liable for:

(1)     a breach of the Director's duty of loyalty to the Corporation 
or its shareholders;

(2) an act or omission not in good faith that constitutes a breach of 
duty of the Director to the Corporation or an act or omission that 
involves intentional misconduct or a knowing violation of the law;
<PAGE>
(3) a transaction from which the Director received an improper benefit, 
whether or not the benefit resulted from an action taken within the 
scope of the Directors office; or

(4) an act or omission for which the liability of a Director is 
expressly provided by an applicable statute.


ARTICLE III
OFFICERS
The corporation shall have a President, a Secretary, and a Treasurer, 
each of whom shall be elected by the directors from time to time, and 
may have one or more Vice Presidents and such other officers and 
assistant officers and agents as may be deemed necessary, each or any 
of whom may be elected or appointed by the directors or may be chosen 
in such manner as the directors shall determine.  Any two or more 
offices may be held by the same person.

Unless otherwise provided in the resolution of election or appointment, 
each officer shall hold office until the meeting of the Board of 
Directors following the next annual meeting of shareholders and until 
his successor has been elected and qualified.

The officers and agents of the corporation shall have the authority and 
perform the duties in the management of the corporation as determined 
by the resolution electing or appointing them, as the case may be.

The Board of Directors may remove any officer or agent whenever in its 
judgment the best interests of the corporation will be served thereby.


ARTICLE IV

REGISTERED OFFICE AND AGENT - SHAREHOLDERS RECORD

The address of the initial registered office of the corporation and the 
name of the initial registered agent of the corporation, whose address 
is the same as that of the registered office is set forth in the 
original articles of incorporation.

The corporation shall keep at its registered office in the State of 
Florida or at its principal place of business, or at the office of its 
transfer agent or registrar, a record of its shareholders, giving the 
names and addresses of all shareholders and the number, class and 
series, if any, of the shares held by each shareholder and shall keep 
on file at said registered office the voting list of shareholders for a 
period of at least ten days prior to any meeting of shareholders.

ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the 
corporation and shall be in such form and contain such other words 
and/or figures as the Board of Directors shall determine or the law 
require.

<PAGE>
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject 
to change, by the Board of Directors.

ARTICLE VII

CONTROL OVER BY-LAWS

The Board of Directors shall have power to adopt, alter, amend or 
repeal the By-Laws.  Any provisions for the classification of directors 
for staggered terms shall be authorized by the Articles of 
Incorporation or by specific provisions of a By-Law adopted by the 
shareholders.  By-Laws adopted by the Board of Directors or by the 
shareholders may be repealed or changed and new By-Laws may be adopted 
by the shareholders.  The shareholders may prescribe in any By-Law made 
by them that such By-Law shall not be altered, amended or repealed by 
the Board of Directors.

I HEREBY CERTIFY that the foregoing is a full, true and correct 
copy of the By-Laws of Sloan Electronics Inc., a corporation 
of the State of Delaware, as in effect on the date hereof.

WITNESS my hand and the seal of the corporation.
Dated: 7/22/98
/s/ Larry Provost
Secretary 

(SEAL)


                                            AMMENDMENT:

SHAREHOLDERS' RESOLUTION TO AMMEND BYLAWS

Sloan Electronics, Inc.


RESOLVED:       The Bylaws of of Sloan Electronics, Inc. known as 
Article II be amended to allow for 5 members to the Board of Directors.

The undersigned, Larry Provost, certifies that I am the duly appointed 
Secretary of Sloan Electronics, Inc.  Corporation and that the above is 
a true and correct copy of a resolution duly adopted at a Meeting of 
the shareholders thereof, convened and held in accordance with law and 
the Bylaws of said Corporation on Dec. 9, 1995, and that such 
resolution is now in full force and effect.
IN WITNESS THEREOF, I have affixed my name as Secretary
of      Sloan Electronics, Inc.  Corporation and have attached the seal 
of Sloan Electronics, Inc.  Corporation to this resolution.
Dated:Dec. 9, 1995
/s/ Larry Provost
Secretary
(SEAL)
<PAGE>
                                        AMMENDMENT:

SHAREHOLDERS' RESOLUTION
ON BOARD OF DIRECTORS' AUTHORITY TO AMEND BYLAWS
Sloan Electronics, Inc.

RESOLVED, that the Board of Directors of Sloan Electronics, Inc.  
Corporation is hereby granted the authority to amend, alter, add to, 
repeal, rescind or change in any other way any and all of the Bylaws of 
this Corporation as the Board of Directors shall deem fit and proper, 
and such authority shall not require either any action or consent by of 
from the shareholders of the Sloan Electronics, Inc.  Corporation; and 
it is
FURTHER RESOLVED, that the shareholders are to retain the right to 
revoke the above grant of authority to the directors.  Such revocation 
shall be made by a resolution adopted by the holders of a majority of 
the Sloan Electronics, Inc.  Corporation's stock entitled to vote at a 
duly convened meeting of shareholders.  Unless and until such 
revocation action is taken by the shareholders, the shareholders shall 
not exercise their power, under Article VII of the Bylaws to amend, 
alter, add to, repeal, rescind or change in any way the Bylaws of the 
Sloan Electronics, Inc.  Corporation.

The undersigned, Larry Provost, certifies that I am the duly appointed 
Secretary of Sloan Electronics, Inc.  Corporation and that the above is 
a true and correct copy of a resolution duly adopted at a Meeting of 
the shareholders thereof, convened and held in accordance with law and 
the Bylaws of said Corporation on Dec. 9, 1995, and that such 
resolution is now in full force and effect.
IN WITNESS THEREOF, I have affixed my name as Secretary of Sloan 
Electronics, Inc.  Corporation and have attached the seal of Sloan 
Electronics, Inc.  Corporation to this resolution.
Dated:Dec. 9, 1995
/s/ Larry Provost

Secretary

(SEAL)