AMENDED AND RESTATED 
        LEGAL AND CONSULTING ENGAGEMENT AGREEMENT

          This  Amended  and  Restated  Legal  and  Consulting   Engagement 
Agreement  ("Agreement") is made this 5th day of May, 1999 by  and  between 
Feingold  &  Kam,  an international business company and  an  entity  which 
provides  legal  services  and  investment  banking  consultation  services 
(hereinafter   "Consultant")and   Sloan  Electronics,  Inc.,   a   Delaware 
Corporation (hereinafter "Company").
        RECITALS:                       
          Whereas,  Company  and  Consultant  originally  entered  into  an 
agreement on or about January 22nd of 1999 for the provision of services by 
the Consultant to the Company; and
Whereas, the Company and Consultant previously and mutually agreed to  void 
said  prior  agreement and have since been working together and  desire  to 
recognize their relationship in writing.
NOW,  THEREFORE,  for and in consideration of valuable  consideration,  the 
receipt and sufficiency of which is hereby acknowledged, the parties hereto 
agree to the following:
1.   SERVICES.     Consultant shall provide the following services  to  the 
Company and the Company agrees that the Consultant shall be the only entity 
to  provide said services unless the parties mutually agree  to  additional 
firms, persons or entities to also be providing these services (hereinafter 
the "Services"):
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a.  Assist in raising all capital necessary for the operation of Company
b.   Assist in all public relations matters regarding the operation of  the 
Company
c.  Assist in creating strategic plans to help the Company's stock grow and 
be stable
d.    Assist  in  meeting  National  Association  of  Securities   Dealer's 
requirements
e.  Assist in the creation of mergers and acquisitions
f.   Provide  all legal services necessary for the completion of  a  merger 
and/or acquisition
g.  Provide all legal services necessary for the creation of contracts  and 
the compliance with laws regarding the daily operation of the Company
h.  Obtain  market  makers  and broker  dealers  for  involvement  in  the 
securities transactions  of the Company
i.  Obtain retail brokerage and analyst involvement of the Company's stock
j.  Hire public relations firms
2.  DURATION OF THE AGREEMENT.  This Agreement shall be in effect from  the 
date of execution of this Agreement until such time as either party desires 
to  terminate this Agreement.  Notification of a desire to  terminate  this 
Agreement  shall be provided by one party to the other via Certified  Mail, 
Return  Receipt.  Thereafter, thirty days after the receipt of said  letter 
of  termination, this Agreement shall be terminated.  The purpose  of  this 
clause  is  to  permit each party to be  continuously  satisfied  with  the 
conduct  of the other and thereby maintain this Agreement so long  as  each 
party satisfies the other. 
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3.  REPRESENTATIONS OF THE COMPANY.     The Company Represents and Warrants 
that  all  free  trading  stock that is in the  possession  of  either  the 
Company, its officers, directors, agents, affiliates, employees, beneficial 
holders  of more than five percent of the Company's Stock or those  persons 
who  have  received  stock  via  a  private  placement  or  securities  act 
exemption; have been disclosed to the Consultant and shall not trade in the 
open market without prior notification to Consultant.  Company  understands 
that  this  term has been placed in this Agreement because any  attempt  by 
Consultant  to  perform its Services could be dramatically affected  by  an 
increase  in  the public float of the Company and thereby  Consultant  must 
have  adequate  assurances as to the amount of and location of  the  freely 
trading float of stock at all times.  

4.   COMPENSATION.   The  Company agrees to pay  Consultant  the  following 
compensation (the "Compensation")  for the Services:
a.   The Company acknowledges that it does not have the working capital  to 
pay  cash monies to the Consultant nor does the Company possess  securities 
that are freely trading and/or registered with which to pay the Consultant.  
Therefore,  the Company shall permit the Consultant to purchase  restricted 
shares    and/or   negotiate   to   purchase   shares   of    stock    from 
officers/directors/shareholders  of  the Company.  The Company may  in  its 
discretion repay any officers/directors/shareholders who pay Consultant  on 
behalf  of the Company and the Consultant may act as escrow and/or  receive 
valuable  consideration for assisting the Company in completing any of  the 
Services.   Compensation  shall be based on a per task basis based  on  the 
level  and extent of the Services provided and the mutual agreement of  the 
parties hereto. 

5.   GOVERNING  LAW.  This Agreement shall be governed by the laws  of  the 
State of Florida and venue shall only be appropriate in Palm Beach  County, 
Florida.

6. WAIVER OF CONFLICT.  The Company acknowledges that many of the companies 
and individuals with which the Company may conduct business with by  virtue 
of  introduction  by the Consultant are in fact companies  and  individuals 
that the Consultant has represented in the past and/or may represent in the 
future.  The Company specifically waives any claim of conflict of  interest 
against  Consultant and the Company understands that many  of  Consultant's 
contacts  who may perform services or do business with the Company  are  in 
fact past and/or present and/or future clients of Consultant. 

Each party has read this Agreement and agrees to abide by the terms hereof:
 
/s/David Feingold                        /s/Larry Provost 
Authorized signature for and on        Authorized signature for and on 
behalf of Feingold & Kam, IBC, an    behalf of Sloan Electronics, Inc., 
International Business Company            a Del. Corporation
5/5/1999   Date                            5/5/1999   Date