Letter of Intent
          for the Purchase and Sale of Capital Stock
                      by and Between
                    IEG Holdings, Inc.
                        as Sellers
                          and
                 Sloan Electronics, Inc.
                      as Purchaser

     This  Letter of Intent Agreement for the Purchase and Sale of  Capital 
Stock   (the  "Agreement")  made  between  IEG  Holdings,  Inc.   and   its 
shareholders  ("Seller") and Sloan Electronics, Inc. ("Purchaser") is  made 
this 3rd day of March, 1999.

                 PRELIMINARY STATEMENT

Purchaser  intends to purchase from Seller, and Seller intends to  sell  to 
Purchaser,  all  of their respective right, title and interest in,  to  and 
under  the  capital  stock of  IEG Holdings, Inc.,  a  Florida  corporation 
consisting of educational and internet businesses and programs representing 
approximately  two  million dollars in gross annual  revenues  (hereinafter 
collectively  referred  to as the "Business"), which comprises all  of  the 
shares  of  the  Business,  strictly  in  accordance  with  the  terms  and 
provisions of this Agreement.

Purchaser  is a company which is publicly traded via the over  the  counter 
bulletin board market and Seller is a private company which has no publicly 
traded stock.

This Agreement shall set forth the terms and conditions of a sale of  stock 
as  specified herein, and the actual sale shall occur at the  closing  date 
specified  herein.  This document shall not be deemed to create  a  binding 
transaction.   Each  party may withdraw from undertaking  this  transaction 
until the date of closing and the execution of all closing documents.  This 
Agreement  sets  forth  the intended terms of a  transaction  that  may  be 
subject  to adjustments at closing based on the results of a due  diligence 
period referred to herein.

NOW  THEREFORE,  in consideration of the foregoing  Preliminary  Statement, 
which  is  incorporated by reference with the same force and effect  as  if 
fully  set  forth herein, and in consideration of the mutual  promises  and 
covenants  contained in this Agreement, Purchaser and  Seller  collectively 
agree as follows:

1.       Sale  of the Stock.  In consideration of the  Purchase  Price,  as 
herein defined, and the covenants, conditions, restrictions and  agreements 
stipulated  to be paid and performed by Purchaser and Seller and  upon  the 
terms and provisions of this Agreement, Seller agrees to sell to Purchaser, 
and  Purchaser agrees to purchase from Seller, all of the  outstanding  and 
issued  stock of the Business owned by Seller, which collectively is  equal 
to one hundred percent of the stock in the Business.

2.      Purchase Price.  The purchase price (collectively herein called the 
Purchase  Price)  for the purchase and sale of the Seller's  share  of  the 
stock  of the Business shall be the consideration set forth in Exhibit  "A" 
attached hereto and incorporated herein by reference.
<PAGE>
The  Purchase  Price shall be paid in either stock or lawful money  of  the 
United States of America by cash, cashier's check, treasurer's check,  bank 
check, certified check, wire transfer or other immediately available  funds 
of the United States or any combination thereof as specified in Exhibit "A" 
attached hereto.

3.      Creditors of Business; Indemnification.  Seller agrees to and  with 
Purchaser that all existing creditors of Business who are owed $1,000.00 or 
more by the Business as of this date, if any, are set forth on Exhibit  "B" 
of this Agreement, together with a description of the amounts due and owing 
and the names of such creditors.
       Seller  expressly  agrees to defend all  actions  against  Purchaser 
and/or  the Business with respect to and shall pay, protect, indemnify  and 
save  harmless Purchaser and/or the Business from and against any  and  all 
liabilities,   losses,  damages,  costs,  expenses  (including   reasonable 
attorney's fees and expenses), causes of action, suits, claims, demands  or 
judgments  of any nature to which Purchaser and/or the Business, or any  of 
them  is  subject  to because of actions by the Seller  on  behalf  of  the 
Business prior to the closing.

       The aforementioned indemnifications shall not be applied in favor of 
an  indemnitee  as  to  actions of an indemnitor  if  such  indemnitee  had 
specific knowledge of and did not object to, or concurred in, such  actions 
at or prior to the time the indemnitor took such actions.

4.       Stock  Power;  Restrictive Covenant, Operation  of  the  Business.  
Stock  Powers  shall  be delivered to Purchaser upon  the  payment  of  the 
Purchase  Price, together with all stock certificates representing the  one 
hundred percent of the stock in the Business.

A.      Seller's Covenant Not to Compete.  In order to induce the Purchaser 
to purchase the shares of the Business, the Seller hereby agrees that until 
the  second anniversary of the closing under this Agreement, he  will  not, 
individually  or together with any one or more other persons  or  entities, 
directly  or  indirectly, engage in or have any ownership interest  in  any 
person,  firm,  corporation, partnership, association, agency  or  business 
(whether  as  principal,  agent, holder of any  equity  security  or  other 
instrument  convertible  into an equity security, employee,  consultant  or 
otherwise)  that engages in a business similar to or competitive  with  the 
business  currently  conducted  by the Business and  which  is  located  or 
operated  within the same state as any current location of the Business  or 
any place where the Business has customers, or such other geographical area 
as  a court of competent jurisdiction would deem reasonable.   The  Sellers 
agree that the period provided for and the area encompassed in this Section 
are  necessary  and reasonable in order to protect the  Purchaser  and  the 
Business  in  the  conduct  of the Business'  operation  and  are  also  as 
consideration for the Purchaser's  agreements in Section B. For the  period 
set  forth in this Section, the Sellers, and each of them,  hereby  further 
agree not to divulge, communicate, or use to the detriment of the  Business 
or the Purchaser, in any way, any confidential information or trade secrets 
of  the  Business, including, without  limitation,  personnel  information, 
secret processes, know-how, customer lists, costs information and technical 
data.
<PAGE>
  The  Sellers acknowledge that  the  restrictions  contained  herein   are 
reasonable  and  necessary to protect the business and interest  which  the 
Purchaser  is  acquiring  pursuant  to  this  Agreement  and  are  also  as 
consideration  for  the Purchaser's agreements in Section B, and  that  any 
violation  of these restrictions will cause substantial irreparable  injury 
to  the  Business and the Purchaser.   The Sellers therefore  hereby  agree 
that the Business, the Purchaser, or any one or more of them, are entitled, 
in  addition  to any and all other remedies, to preliminary  and  permanent 
injunctive  relief  to  prevent a breach or  contemplated  breach  of  this 
Section.   The  existence  or  any claim or cause  of  action  against  the 
Business  or  the  Purchaser, whether predicated  upon  this  Agreement  or 
otherwise,  shall  not  constitute  a defense to  the  enforcement  by  the 
Business or the Buyer of the restrictions contained in this Section.
Notwithstanding the foregoing, neither Steve Bettinger nor Robert Bettinger 
shall  be prohibited from pursuing business or obtaining interests in  non-
educational entities that are not in competition with Purchaser or  Seller, 
however,  Steve Bettinger and Robert Bettinger must devote the majority  of 
their time and efforts to the operation of the Business.

B.       Purchaser's  Covenant  Not to Compete.  In  order  to  induce  the 
Sellers  to  sell the shares of the Business, and in consideration  of  the 
Sellers'  agreements in Section A, the Purchaser hereby agrees  that  until 
the  second anniversary of the closing under this Agreement, it  will  not, 
individually  or  acting  together or with one or  more  other  persons  or 
entities, directly or indirectly, engage in or have any ownership  interest 
in  any  person,  firm, corporation, partnership,  association,  agency  or 
business  (whether  as principal, agent, holder of any equity  security  or 
other instrument convertible into an equity security, employee,  consultant 
or otherwise) that engages in a business similar to that currently  engaged 
in by the Business.  The Buyer agrees that the period provided for, and the 
areas encompassed, in this Section are necessary and reasonable in order to 
induce  the  Sellers  to sell the shares of and  to  protect  the  Sellers' 
interest following the sale and are also as consideration for the  Sellers' 
agreements  in Section A. For the period of the covenant set forth in  this 
Section,  the Purchaser hereby further agrees not to divulge,  communicate, 
or use to the detriment of Steven Bettinger or the Sellers in any way,  any 
confidential  information or trade secrets, including, without  limitation, 
personnel  information,  secret processes, know-how, customer  lists,  cost 
information and technical data.
  The  Purchaser  acknowledges that the restrictions contained  herein  are 
reasonable  and  necessary  to protect the business  and  interest  of  the 
Sellers  following  the  sale  of the Business'  shares  to  the  Purchaser 
pursuant  to this Agreement and are also as consideration for the  Sellers' 
agreements in Section A, and that any violation of these restrictions  will 
cause  substantial irreparable injury to Steven Bettinger and the  Sellers.  
The Purchaser therefore hereby agrees that the Sellers and Steven Bettinger 
or any one or more of them, are entitled, in addition to any and all  other 
remedies,  to  preliminary  and permanent injunctive relief  to  prevent  a 
breach or contemplated breach of this Section.  The existence of any  claim 
or  cause  of  action  against Steven Bettinger  or  the  Sellers,  whether 
predicated upon this Agreement or otherwise, shall not constitute a defense 
to  the enforcement by Steven Bettinger or the Sellers of the  restrictions 
contained in this Section.
<PAGE>
 C.   Operation of the Business.  The Purchaser and Seller agree that after 
the  closing  of  the  transaction  referenced  in  this  Agreement,  Steve 
Bettinger  and Robert Bettinger shall maintain all daily operations of  the 
Business  which  shall include, but not be limited to, the  following:  (1) 
hiring  and  firing decisions regarding the Business, (2)  payment  of  all 
bills  regarding the Business, (3) determining acquisition  candidates  for 
the  Business, (4) determining salaries of employees of the  Business.  (5) 
determining  all employment contracts for the Business.  In the event  that 
Seller  determines that there is an acquisition candidate for the  Business 
to  acquire, the Seller shall be authorized to negotiate on behalf  of  the 
Business for stock acquisitions, however, no acquisition shall be permitted 
for  any business requiring shares of stock  which are equal to  more  than 
fifteen  (15) times the revenue of the proposed acquisition.  Seller  shall 
owe  the  purchaser a fiduciary duty to negotiate the most  cost  effective 
acquisition  price  available and all approvals required by  law  shall  be 
obtained  to  effectuate  an acquisition.  It shall be  presumed  that  any 
acquisition  based on the fifteen times revenues or less formula  shall  be 
per  se  acceptable unless the stock of purchaser falls by one  dollar  per 
share or more within thirty days after announcement of an acquisition based 
on  said  formula,  thereafter said formula will  drop  to  thirteen  times 
revenues,  then if there is another one dollar drop using said new  formula 
then the formula shall be eleven times revenues and if there is still a one 
dollar drop using eleven times revenue formula, then a formula of ten times 
revenues  shall  be employed.   The formula for acquisitions shall  not  be 
below  ten times revenues until the Purchaser's or the Seller's  individual 
or  combined revenues exceed twenty million dollars in annual  sales.   The 
decision  with regards to acquisition targets of the Business shall  be  in 
the  discretion of Steve Bettinger and Robert Bettinger.  The Seller  shall 
be  responsible for paying 5% of the gross revenues of the Business to  the 
Purchaser within five days of the last day of each month, with payments not 
beginning  until  six  months  from  the  date  of  the  closing  of   this 
transaction. 

5. Representations and Warranties.  The Seller represents and Warrants that 
they  are  the only owners of the Business and that the  Business  is  duly 
organized  under  the  laws of the state of Florida.   The  Seller  further 
represents  and warrants that the financial statements attached as  Exhibit 
"C"  hereto are correct and accurately reflect the financial  condition  of 
the  Seller  as of the date of this Agreement.  Within ninety days  of  the 
date of this Agreement the Seller shall provide the Purchaser with  audited 
financials  for  the  companies encompassed in the  Business.   The  Seller 
further represents that it has full authority to enter into the transaction 
contemplated  in  this  Agreement and that there are  no  lawsuits,  liens, 
threatened  or  pending claims, either administrative, civil,  criminal  or 
otherwise against the Business or the Seller except as disclosed in Exhibit 
"D"  attached  hereto.   The  Seller further represents  that  it  and  the 
Business  have been in compliance with all laws and regulations  applicable 
to  it.   It  is  further  represented  that  any  contracts,   agreements, 
assessments  or  obligations  which the Business is subject  to  have  been 
disclosed  in Exhibit "E" attached hereto.  In addition, Seller  represents 
that  the condition of the Business will not materially change between  the 
date of this Agreement and the date of the closing.
<PAGE>
6.   Spinoff.  The Seller and Purchaser agree that so long as the price  of 
Purchaser's stock is traded in the open market at or above $3.00 per share, 
then  the  Seller shall have no right to have the Business spun  off  as  a 
separately  traded  public entity.  If, for a sixty day period  during  the 
three  years  from  the  date  of the  closing  of  this  transaction,  the 
Purchaser's  stock is traded in the open market at below a price  of  $3.00 
per share, then Seller shall have the right to have Seller and the Business 
spun  off as a separately traded public entity and upon the spin  off,  the 
Purchaser shall have the choice of, five percent of the common stock of the 
separately  traded public entity or any shares of Purchaser that were  used 
to  make  acquisitions for the Seller/Business before the  Seller  and  the 
Business were spun off as a separately traded public entity.

  7.      The  Closing.   The  closing  (the  Closing)  for   the   matters 
contemplated in connection with this Agreement shall occur on May 22,  1999 
(the Closing Date), at the offices of Purchaser's Counsel or at such  other 
place  and at such other time as shall be collectively agreed upon  as  the 
Closing Date by Purchaser and Seller. 
 The  parties  agree that this closing may take place  by  documents  being 
executed  in  counterparts and facsimile copies having the same  effect  as 
originals.   Notwithstanding all other text in this paragraph number 7,  no 
closing  shall  take place until Purchaser has changed its name to  a  name 
which  reflects  its  involvement in the internet and  the  Purchaser  must 
revise   its   website  to  accurately  and  professionally   reflect   its 
participation in the internet.

 8.      Notices.  Any notice, demand or request shall be given in  writing 
and shall be deemed to have been duly given or made five (5) business  days 
after  the date it is mailed by certified or registered mail  addressed  to 
the parties to this Agreement.  A copy of all notices, requests and demands 
shall be sent on behalf of Seller to Mr. Jay Korn, Esq. at Korn & Spirn, 50 
Clinton Street, Hempstead, New York 11550, telephone (516)538-5222 and  fax 
(516)292-3556  and a copy of all notices, requests and demands on behalf of 
Purchase to David J. Feingold, Esq. at Feingold & Kam, 3300 PGA Blvd. Suite 
410,  Palm Beach Gardens, Fl 33410, telephone (561)630-6727 and  fax  (561) 
630-8936.

9.      Modification and Amendment and Restrictions.  This Agreement may be 
modified,  amended  or otherwise changed only by an  agreement  in  writing 
which  is executed and delivered by the parties hereto.   Purchaser  hereby 
agrees  that  it is restricted from selling, encumbering  or  pledging  any 
stock  that it receives in Seller unless there is a spin off or the  return 
of the Business to Seller from Purchaser.  Purchaser further agrees that it 
shall  not undertake any acquisitions other than of businesses in the  same 
industry as Seller or Purchaser for a period of six months from the date of 
closing.   Purchaser  shall  not issue any stock outside  of  that  already 
authorized,  for  acquisitions  other  than  new  schools.    Additionally, 
Purchaser further agrees that neither Larry Provost nor Paul Sloan or their 
families  shall sell their stock in the Purchaser for a period of one  year 
from the date of closing.
<PAGE>

10.      Further  Acts, Instruments and Assurances.  Purchaser  and  Seller 
hereby covenant and shall do, execute, acknowledge and deliver any and  all 
further  acts,  instruments and assurances necessary for carrying  out  the 
intention  and  facilitating  the performance of  this  Agreement  and  the 
transactions contemplated hereunder.  Notwithstanding any provision to  the 
contrary  herein, no action may be taken pursuant to this Agreement  unless 
approved by the action of the appropriate officer or the board of directors 
as  may  be  required  by Delaware law since  Purchaser  is  a  corporation 
organized and existing under the laws of the state of Delaware.  Each party 
hereto further assures the other that it has obtained the appropriate board 
and/or  shareholder  approval  to undertake  the  transaction  contemplated 
herein.


11.     Waiver of Remedies.  No remedy herein conferred or conferred by law 
is  intended to be exclusive of any other remedy, and each and  every  such 
remedy shall be cumulative and shall be in addition to and not in exclusion 
of any other remedy given hereunder or by law or now or hereafter  existing 
at  law or in equity.  No delay, act or omission by Purchaser or Seller  to 
exercise  any right or power accruing in connection with this Agreement  or 
the  transactions  contemplated hereunder shall impair any  such  right  or 
power or shall be construed as a waiver thereof or an acquiescence therein; 
and  every  power and remedy conferred herein or conferred by  law  may  be 
exercised from time to time and as often as may be deemed expedient.

12.     Binding  Effect/Due  Diligence Period.   Each  provision  of  this 
Agreement shall be a separate and independent covenant.  The breach of  any 
provision  shall not relieve Purchaser or Seller, as the case may be,  from 
their  obligation to observe and perform each and every other provision  of 
this   Agreement  to  be  observed  and  performed.   Notwithstanding   the 
foregoing,  this Agreement shall not operate as a conveyance of stock,  the 
actual  conveyance shall only occur upon the Closing taking place with  the 
execution  of all necessary closing documents.  The actual  Purchase  Price 
paid  may  be  adjusted  based on any discrepancy  found  in  the  Exhibits 
attached  hereto during the due diligence period.  The due diligence  ("Due 
Diligence")  period shall be that period of time that elapses  between  the 
date  of  this Agreement and the Closing Date.  During  the  Due  Diligence 
period,  the Purchaser and Seller shall be entitled to a copy of  each  and 
every  document requested from the other as well as having the  opportunity 
to  have any professionals review their respective businesses, offices  and 
documents, upon reasonable notice.  Failure to make any requested documents 
available  shall  be  grounds  for voiding this  entire  Agreement  at  the 
discretion of either party.

13.  Separability.   If  any  provision of this Agreement  is  held  to  be 
invalid, illegal, non-binding and unenforceable, or any combination of  the 
foregoing, this Agreement shall be construed as if the offending  provision 
has not been herein contained.

14.     Counterparts.   This Agreement may be executed  and  delivered  in 
counterparts,  each  of which shall be an original and all of  which  shall 
constitute one and the same instrument.
<PAGE>
15.     Entire  Agreement.  This Agreement contains the  entire  agreement 
among Purchaser and Seller; there are no promises, agreements, covenants or 
other conditions than those set forth herein.

16.     Applicable Law.  This Agreement shall be governed by, construed and 
enforced  in  accordance with the laws of the State of  Florida  and  venue 
shall only be appropriate in Palm Beach County, Florida.  

17.     Successors  and  Assigns.  This Agreement shall  be  binding  upon 
Seller and Purchaser and their respective successors and assigns.

18.     Interpretation of this Agreement.  Whenever used in this Agreement, 
the  singular  shall  include  the plural; the  plural  shall  include  the 
singular; the use of any gender shall include all genders; and person shall 
mean  any  individual,  partnership,  corporation,  trust,  estate,   joint 
venture, syndicate or other entity or any combination of the foregoing.

19.   Waiver  of Conflict.  The parties hereto acknowledge  that  David  J. 
Feingold,  Esq.  and  Feingold & Kam have provided in  the  past  and  will 
provide  services  in  the future to the Purchaser  and  Seller  and  their 
officers,  directors,  successors and assigns.  It is  specifically  agreed 
that each party has been fully advised of David J. Feingold's and  Feingold 
& Kam's involvement with each party.  For purposes of this Agreement, David 
J.  Feingold and Feingold & Kam have been counsel for the  Purchaser.   The 
Seller  has  been given the opportunity to have independent  legal  counsel 
review this Agreement on their behalf and attorney Jay Korn, Esq. has acted 
on  behalf  of  the Seller.  The parties hereto  hereby  waive  any  claims 
regarding  David J. Feingold, and Feingold & Kam's representation  of  each 
party  in  the  past and in the future and each party has  been  given  the 
opportunity to have alternative counsel review and draft this Agreement.

The  undersigned  have executed the signature page hereinbelow  to  signify 
their agreement to the terms and conditions set forth herein.

PURCHASER                                      SELLER

/s/ Larry Provost                              /s/ Robert Bettinger
Chairman                                       Sec/Treas
3/15/1999                                      3/15/99  
/s/ Paul Sloan
President
3/15/99                                         Robert Bettinger
/s/ Paul Sloan                                  Steve Bettinger
/s/ Larry Provost

Exhibits to be attached:
A- Purchase Price     B- Creditors     C- Financial Statements
D- Lawsuits, liens, pending or threatened claims
E- Contracts, agreements, assessments, obligations
<PAGE>
        Exhibit "A" - Purchase Price

          The Purchaser shall pay to Seller a total of 5.35 million  shares 
of  the  Purchaser's stock assuming the receipt of two million  dollars  in 
revenues  from  Seller.   The  payment  shall  be  made  by  the  Purchaser 
permitting the Seller to convert all shares of IEG Holdings, Inc. or any of 
its  subsidiary  stock into shares of Sloan Electronics, Inc.  stock.   All 
stock so converted shall be restricted securities and not freely  tradeable 
unless  subject to an exemption or a rule recognized under  the  Securities 
Act  of 1933 which would permit free trading.  In the event any  shares  so 
converted  become free trading, the Seller represents and warrants that  at 
no time will the Seller sell any of its free trading shares at anytime that 
the  share price of Sloan Electronics, Inc. falls below a bid price of  two 
dollars  per  share.  Notwithstanding the foregoing, the  Seller  shall  be 
entitled  to five hundred thousand shares of registered free trading  stock 
with no selling restrictions.  The Purchase Price paid at closing shall  be 
increased  or decreased depending if the actual dollar amount  of  revenues 
received from the Seller at closing is more or less than the dollar  amount 
of revenues referenced herein.  As of the execution of this Agreement,  the 
Purchase  Price  is assumed to have a value of $16.05 million  based  on  a 
share  price of $3.00 per share for Purchaser's stock, which was the  price 
of  Purchaser's  stock  at the beginning  of  the  acquisition  discussions 
between the parties.  On the date of closing, the Seller shall be  entitled 
to  the  greater  of 5.35 million shares of stock in  Purchaser  or  $16.05 
million worth of stock in Purchaser.