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                                                                   Exhibit 10(f)

                                    AGREEMENT

            Agreement made as of the 22nd day of November, 1996, by and between
Sloan Electronics, Incorporated, a Florida corporation, maintaining its 
principal business offices at 4860 Featherbed Lane, Sarasota, FL 34242
(Hereinafter referred to as "Manufacturer") and Response USA, Inc., a Delaware
corporation, maintaining its principal business offices at 11-H Princess Road,
Lawrenceville, NJ 08648 (Hereinafter referred to, together with its affiliates,
as "Distributor").

                                   WITNESSETH:

            WHEREAS, Manufacturer manufactures Wander Watch SPS-100 and the MPS-
C50 multi-resident system and desires to market said products.

            WHEREAS, the distributor has proven to Manufacturer that it is
capable of providing the marketing efforts desired by Manufacturer.

            WHEREAS, the Manufacturer has proven it can design and produce the
quality and quantity of products required by the Distributor.

            NOW, THEREFORE, by reason of these premises and in consideration of
the mutual covenants herein set forth, the parties hereto agree as follows.

1. Definitions.

            For the purpose of this Agreement, the following items shall be
            defined as indicated below:

            1.1   "SPS-100 Product" shall mean Manufacturer's item designated as
                  "Wander Watch SPS-100" and any additions, revisions and/or
                  modifications thereto.

            1.2   "MPS-C50 Product" shall mean Manufacturer's item designated as
                  "Wander Watch MPS-C50 multi-resident system" and any
                  additions, revisions and/or modifications thereto.

            1.3   "Products" shall mean the SPS-100 Product and the MPS-C50
                  Product.

            1.4   "Customer" shall mean the initial purchaser from the
                  Distributor (which is generally a Healthcare Institution).

            1.5   "End-User" shall mean the person who purchases a Product for
                  use, and not for resale (generally the customer of the
                  Customer).

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            1.6   "Healthcare Industry" shall mean that segment of the economy
                  engaged in the provision and/or delivery of medical and
                  healthcare services to individuals.

            1.7   "Healthcare Institutions" shall mean the businesses and
                  governmental agencies engaged in the Healthcare Industry,
                  including but not limited to hospitals, pharmacies, nursing
                  associations, home health care delivery organizations, and
                  municipal, state and federal agencies providing for the
                  delivery of and/or reimbursement for home healthcare services.

            1.8   "Distributor's Healthcare Distribution Network" shall mean the
                  Distributor's existing and future network of Healthcare
                  Institutions and persons that Distributor now or in the future
                  may market its Personal Emergency Response Systems ("PERS")
                  to, including but not limited to dealers and franchisees of
                  Distributor and end-users of Distributor's PERS.

      2. Appointment of Distributor.

            2.1   During the term of this Agreement, manufacturer hereby
                  designates, constitutes, and appoints the Distributor to
                  market and solicit orders of the Products. The Distributor
                  shall have the exclusive worldwide Healthcare Industry rights
                  to the SPS-100 Product which shall entitle the Distributor to
                  have the exclusive right to sell the SPS-100 Product worldwide
                  to Healthcare Institutions and to individuals through
                  Distributor's Healthcare Distribution Network. The Distributor
                  shall have non-exclusive world-wide rights to the MPS-C50
                  Product which shall entitle the Distributor to have
                  non-exclusive right to sell the MPS-C50 Product worldwide.
                  Other than KingAlarm Distributors, Inc., of New Jersey
                  ("KingAlarm"), the Manufacturer agrees to refrain from
                  appointing other distributors of the SPS-100 Product and from
                  selling the SPS-100 Product itself at the retail or wholesale
                  level (including sales to Healthcare Institutions, dealers and
                  End-Users) and that any orders submitted to the Manufacturer
                  for the SPS-100 Product from the Healthcare Industry shall be
                  directed to the Distributor.

            2.2   Manufacturer hereby grants the Distributor a license to use
                  the trademarks and service marks of the Products and the trade
                  name "SEI" to identify the manufacturer of the Products.

            2.3   In the event that (a) with respect to calendar year 1997,
                  Distributor fails to use reasonable efforts to fully and
                  effectively promote the sale of the SPS-100 Product to the
                  Healthcare Industry, (b) with respect to calendar year 1998,
                  Distributor's net sales of the SPS-100 Product for such year


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                  are not at least 20% greater than its net sales of the SPS-100
                  Product for 1997 (and such shortfall is not due to any breach
                  of this Agreement by the Manufacturer), or (c) with respect to
                  any calendar year after 1998, Distributor's net sales of the
                  SPS-100 Product for such year are not at least 20% greater
                  than its net sales of the SPS-100 Product for the preceding
                  year (and such shortfall is not due to any breach by the
                  Manufacturer) and during each such year Distributor fails to
                  use reasonable efforts to fully and effectively promote the
                  sale of the SPS-100 Product to the Healthcare Industry, then
                  in any such case Manufacturer shall have the right, by written
                  notice given to Distributor within 90 days after the end of
                  the relevant calendar year, to cause Distributor's rights to
                  distribute the SPS-100 Product hereunder to the Healthcare
                  Industry to become non-exclusive, effective 90 days after the
                  date such notice is given. If Distributor's right to
                  distribute the SPS-100 Product to the Healthcare Industry
                  becomes non-exclusive, then Manufacturer shall have the right
                  to market and sell the SPS-100 Product itself and/or to
                  appoint other distributors of the SPS-100 Product to the
                  Healthcare Industry.

3. Distributor's Rights and Obligations.

            During the term of this Agreement, the Distributor shall:

            3.1   The Distributor shall provide Manufacturer with data regarding
                  the location of all products identified by a serial number
                  from Manufacturer, provided that Manufacturer agrees to keep
                  all such data (including the identities of Customers and
                  End-Users) confidential and not to disclose it to any third
                  party or use it for any purpose other than in connection with
                  recalls of Products or as otherwise required by law.

            3.2   The Distributor shall have the right to use any and all of the
                  Manufacturer's marketing tools, resources, Healthcare Industry
                  customer lists and Healthcare Industry customer inquiries, and
                  any related information or supplies related to the Products
                  and market as may be appropriate, in connection with the
                  marketing and sale of the SPS-100 Product.

            3.3   The Distributor, upon receipt of a written release and consent
                  in satisfactory form from KingAlarm as described in Section
                  4.6 below, shall pay to Manufacturer a licensing fee in the
                  amount of $35,000. Such fee will include the development of
                  the Communications Package described in Section 4.7 below.


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            3.4   Distributor shall not produce any product(s) which could be
                  considered directly competitive with the product line
                  currently known as Wander Watch SPS-100.

4. Manufacturer's Rights and Obligations.

            4.1   Manufacturer shall manufacture quality Products ready for
                  resale at mutually agreed upon time frames using quality
                  components and good manufacturing procedures. Manufacturer
                  shall deliver Products within a reasonable time after receipt
                  of Distributor's orders.

            4.2   Manufacturer shall allocate such time and financial resources
                  as it deems necessary and appropriate for research and
                  development to improve the Products in accordance with changes
                  in the industry, advancements in technology, recommendations
                  from the Distributor and its agents in comparison with
                  competition, knowledge gained by Manufacturer, and related
                  enterprises.

            4.3   Manufacturer shall not produce any product(s) which could be
                  considered directly competitive with the product line
                  currently known as Wander Watch SPS-100.

            4.4   Manufacturer shall continue its best efforts to enhance and
                  expand Products to help Distributor meet its twenty percent
                  (20%) sales increase requirements in order to maintain
                  exclusivity under Section 2.3.

            4.5   Manufacturer will not use the Distributor's name or logo in
                  any advertising or promotional materials without the prior
                  written approval of such materials by the Distributor.

            4.6   Manufacturer shall, as a condition to the effectiveness of
                  this Agreement and payment of the fee described in Section 3.3
                  above, obtain a release and consent from KingAlarm
                  Distributors, Inc. of New Jersey, permitting Manufacturer to
                  enter into this Agreement with Distributor.

            4.7   Manufacturer shall develop a digital communicator for the
                  Products to communicate to standard receivers used at
                  Distributor's central station (the "Communications Package").
                  Manufacturer shall use its best efforts to complete its
                  research and development of the Communications Package in
                  order that the Products may be manufactured with the
                  Communications Package fully installed, and available for
                  distribution on or before 60 days following the execution of
                  this Agreement.


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5. Training and Related Expenses.

            5.1   Each of the parties hereto shall bear its own expenses for
                  travel and training. In the event that Distributor desires to
                  have individuals under its control attend meetings with
                  Manufacturer, it will contact Manufacturer so that a mutually
                  agreeable time and place can be established for the meetings.

6. Warranty, Maintenance, and Repairs.

            6.1   Manufacturer shall issue a limited warranty on the Products as
                  published in its current promotional materials, a copy of
                  which is attached hereto as Schedule "B". The limited warranty
                  shall provide for the right to return the Product for credit
                  (in the full amount of the purchase price) within 60 days of
                  the date of purchase by the Customer and for the repair or
                  replacement of the Product at no charge for parts or labor for
                  two years (except transmitter batteries which shall be for one
                  year) from the date of purchase by the Customer, and shall
                  exclude any consequential damages the purchaser may suffer.
                  The Distributor shall be allowed to pass the Warranty to the
                  Customer and to the End-User.

            6.2   The Manufacturer shall provide basic trouble-shooting to the
                  Distributor and to its Customers for any Product under
                  warranty during the Term of this Agreement and for two years
                  following the term of this Agreement.

            6.3   If Manufacturer shall at its sole option decide to repair an
                  item under warranty, it shall make such repairs in a timely
                  manner at the expense of Manufacturer, and return the Product
                  directly to the Customer, the End-User, or the Distributor
                  when directed.

            6.4   Products not under warranty shall be subject to the following
                  repair procedure. A reasonable repair cost estimate shall be
                  made by Manufacturer and reported immediately to the
                  Distributor for information and instruction as to whether to
                  repair or not. If directed by the Distributor to go ahead and
                  repair, Manufacturer will repair items for the reasonably
                  stated estimate, upon written request by Distributor.
                  Distributor shall pay the costs for the repair within 30 days
                  of delivery of the repaired Product. Costs shall include, but
                  not be limited to, labor, shipping, and parts.

7. Purchase.

            7.1   Distributor hereby places an initial pre-production purchase
                  order for 100 units of the SPS-100 Product with the
                  Communications Package.


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            7.2   Distributor shall pay for all Products delivered within
                  forty-five (45) days of receipt, except that the initial
                  purchase referred to in Section 7.1 shall be paid for within
                  thirty (30) days of receipt.

            7.3   The Distributor shall purchase mutually agreed upon quantities
                  of the Products at the prices shown on "Schedule A" pricing
                  from Manufacturer attached hereto. Any price change must be
                  reasonable and in line with the electronics/computer industry
                  (but in no event to exceed 10% per annum) and shall not become
                  effective until 60 days after the Manufacturer notifies the
                  Distributor of such change or, if later, such effective date
                  as may be specified by the Manufacturer. A schedule of
                  Products shall be published in January of each year. Each
                  order for Products shall be made by: 

                              A. A Purchase Order signed by an authorized
                        officer or employee of the Distributor; and

                              B. Payment in the amount of one-half the order
                        amount to the Manufacturer's assembly firm (to be named
                        upon receipt of P.O.) to be placed in escrow pending
                        receipt of the Products by Distributor.

8. Assignment.

            8.1   The parties shall not assign or otherwise transfer this
                  Agreement or any interest or rights herein without the prior
                  written consent of the other party. Any such purported
                  assignment, transfer or attempt to assign or transfer any
                  interest or right herein, without the prior written consent of
                  the other party, shall be null and void, and of no effect.
                  Notwithstanding the foregoing, either party may assign this
                  Agreement without the consent of the other party in connection
                  with the sale of the business of such party, whether by sale
                  of assets, merger or otherwise, and Distributor may assign
                  this Agreement to any of its subsidiary companies.

9. Municipal Bids.

            9.1   Manufacturer expressly waives the right to sell directly to
                  any government entities engaged in the Healthcare Industry.

10. Commercial Sales.

            10.1  Manufacturer retains the right to market and sell the SPS-100
                  Product solely in connection with sales of the MPS-C50 Product
                  by Manufacturer. The SPS-100 product is supplied in connection
                  with the MPS-C50 Product as a demonstrator only, and numbers
                  supplied have been limited. The


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                  provisions of this Section 10.1 shall not be construed as
                  restricting the Distributor or its Customers from selling the
                  SPS-100 Product in connection with sales of the MPS-C50
                  Product.

11. Term of Agreement.

            11.1  This Agreement shall become effective upon the date first
                  written (hereinafter the "effective date") and shall be for a
                  term of two (2) years commencing on the date that the Products
                  containing the Communications Package are available for
                  purchase. The Agreement shall be automatically renewed on a
                  year-to-year basis thereafter unless either of the parties
                  fail to conform to the terms and conditions hereof. The party
                  alleging that the other party has failed to so conform shall
                  sixty (60) days prior to the expiration of the term notify the
                  other party as to the particulars of its allegation of
                  non-conformance and its desire to terminate this Agreement.

            11.2  Either party may terminate this Agreement in the event that
                  the other party materially breaches this Agreement and fails
                  to cure such breach within 30 days after written demand
                  therefor.

12. Indemnification and Insurance.

            12.1  Distributor shall indemnify and hold harmless Manufacturer and
                  its directors, officers, employees and agents from and against
                  any all losses, liabilities, damages and expenses (including
                  reasonable attorney's fees and expenses) which it may incur or
                  be obligated to pay in any action, claim of proceeding against
                  it, for or by reason of any negligence or misconduct by
                  Distributor or any of its agents or employees in connection
                  with Distributor's performance of this Agreement. The
                  provisions of this Section and Distributor's obligations
                  hereunder shall survive any termination of this Agreement.

            12.2  Except to the extent Manufacturer is entitled to be
                  indemnified by Distributor pursuant to Section 12.1 hereof,
                  Manufacturer shall indemnify and hold harmless Distributor and
                  its directors, officers, employees and agents from and against
                  any and all losses, liabilities, damages and expenses
                  (including reasonable attorney's fees and expenses) which it
                  may incur or be obligated to pay in any action, claim or
                  proceeding against it arising out of or relating to the
                  manufacture, distribution, promotion, sale or use by Customers
                  or End-Users of the Products distributed by Distributor
                  hereunder. The provisions of this Section and Manufacturer's
                  obligations hereunder shall survive any termination of this
                  Agreement.


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            12.3  Manufacturer shall indemnify and hold harmless Distributor and
                  its directors, officers, employees and agents from and against
                  any and all such losses, liability, damages and expenses
                  (including reasonable attorney's fees and expenses) which any
                  of them may incur or be obligated to pay in any action, claim
                  or proceeding against any of them for infringement of any
                  other person's patent rights, trademark rights or other
                  proprietary rights, but only where such action, claim or
                  proceeding results from the activities of Distributor
                  contemplated by the Agreement conducted in accordance with the
                  terms of this Agreement. Distributor shall give Manufacturer
                  prompt written notice of any such claim or action and
                  thereupon Manufacturer shall undertake and conduct the defense
                  of any suit so brought. Distributor shall have the right to
                  participate in the defense of any such claim or action at its
                  expense through counsel of its choosing. In the event
                  appropriate action is not taken by Manufacturer within 10 days
                  of its receipt of notice from Distributor or Manufacturer
                  fails to diligently pursue the defense of such claim
                  thereafter, Distributor shall have the right to defend such
                  claim or action in its own name, but no settlement or
                  compromise of any such claim or action may be made without
                  prior written approval of Manufacturer (which approval shall
                  not be unreasonably withheld or delayed). In either case,
                  Manufacturer and Distributor shall keep each other fully
                  advised of all developments and shall cooperate with each
                  other in all respects in connection with any such defense as
                  is made. The provisions of this Section and Manufacturer's
                  obligations hereunder shall survive any termination of this
                  Agreement.

            12.4  Commencing on or before the date on which Manufacturer first
                  ships Products to Distributor hereunder, Manufacturer shall
                  obtain and maintain at lest $2 million of products liability
                  insurance coverage with respect to the Products distributed by
                  Distributor hereunder, with a deductible per occurrence of no
                  more than the customary deductible for products liability
                  insurance in the electronics/computer industry, but in any
                  event no more than $15,000, at Manufacturer's expense, and
                  shall cause Distributor to be named as an additional named
                  insured on the policy under which such insurance is provided.
                  Manufacturer shall maintain "tail" insurance coverage, of the
                  same type, amount and deductible as it is required to maintain
                  during the term of this Agreement, for a period of two years
                  after termination of this Agreement for any reason whatsoever.

13. Miscellaneous.

            13.1  Neither party shall represent itself as the agent or legal
                  representative of the other party or shall have any right to
                  create or assume any obligation


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                  of any kind, express or implied, for or on behalf of the other
                  party in any way whatsoever. This Agreement and the
                  performance by any party under this Agreement shall not be
                  deemed to create a relationship other than as independent
                  contractors.

            13.2  This Agreement constitutes the entire agreement of the parties
                  with respect to the subject matter hereof and this Agreement
                  may not be amended or modified, except in a writing signed by
                  both parties hereto.

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

Sloan Electronics                   Response USA, Inc.

By:                                By:
    -------------------                --------------------
       Paul A. Sloan

Its: President                     Its:
                                       --------------------


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                                   SCHEDULE A

Initial pre-production order of 100 units of SPS-100 Products $400.00 per Unit*

      Minimum Orders of:

            0-100 units of SPS-100 Products $____ per Unit*

            101-500 units of SPS-100 Products $____ per Unit*

            Over 500 units of SPS-100 Products $____ per Unit*

            0-100 units of MPS-C50 Products $____ per Unit*

            101-500 units of MPS-C50 Products $____ per Unit*

            Over 500 units of MPS-C50 Products $____ per Unit*

            In addition to the above price, Distributor shall pay to
      Manufacturer a portion of the monthly monitoring fee equal to 20% of such
      fee or $7.50 (whichever is lower) derived from central station monitoring
      revenues actually received from Customers or End Users of the Products
      during the Term of this Agreement.

*Including a built-in digital communicator. The prices are to be mutually agreed
upon between Manufacturer and Distributor following receipt of the initial 100
pre-production order of SPS-100 Products.


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