Agreement

Agreement made as of the 22 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 MPSC50
multi-resident system and desire 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 items 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.

Appointment of Distributor.

2.1     During the term of this Agreement, manufacturer hereby 
designates, 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 worldwide rights to the MPS-CSO Product which shall 
entitle the Distributor to have non-exclusive right to sell the MPS-CSO 
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.

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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 We of the SPS-100 Product to the Healthcare Industry, (b) 
with respect to calendar year 1998, Distributor's not 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 1997 (and such shortfall is not due to any 
breach of this Agreement by the Manufacturer), of (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.

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.

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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.


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.

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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 EndUser, 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.

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.

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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 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.

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ii.            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
otherparty 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 Is 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 of 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, 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 persons 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 of 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 least $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 of any kind, express of 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

By /s/ Paul A. Sloan                           By /s/ Richard M Brooks

Its President                                  Its President and COED

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                            SCHEDULE A

Initial preproduction 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-CSO 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 (deleted) XX% of such fee or 
$XX (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 preproduction order of SPS100 Products.

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