MAS Financial Corp.

1922 North Bedford Ave.			 Tel: (812) 468-8250
Evansville, IN 47711 			 Fax: (812) 468-8251
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                   Consulting Agreement

This agreement is entered into on this 28th day of October, 1997 
by and between MAS Financial Corp. (hereinafter referred to as 
"MAS"), and Sloan Electronics, Inc., their heirs, designees or 
assignees, (hereinafter referred to as "Client"), and is made 
with reference to the following recitations:

Whereas, MAS has skills and expertise in the fields of business 
consulting, due diligence, mergers and acquisitions, and public 
and private offering structuring and transactions, and,

Whereas, for the purpose of advancing the business plans of 
Client, Client wishes to contract for the control stock of an 
acquisition company from MAS, and, 

Whereas MAS owns or controls the control stock of MAS 
Acquisition I Corp. (hereinafter referred to as "Acquisition" 
company, a corporation organized under the laws of the State 
of Delaware, having those classes and numbers of shares as 
more fully set forth on the company information sheet 
attached hereto and made a part hereof by reference.  
MAS has control of Acquisition company and is prepared to 
transfer the control block.  Now, therefore, the parties 
hereto hereby agree and covenant as follows:

(1) MAS agrees to take certain actions, and undertake 
certain obligations for the orderly transfer of the 
control block of stock of Acquisition company. 
(comprised of 7,652,790 common capital shares of the 
total of 8,503,100 common capital shares), to Client. 
MAS agrees as well to do all of the following acts:

  *	Name Change and New Stock Certificates
  *	Unaudited financial statements brought forward 
        to most recent period.
  *	Change of officers and directors and resignation 
        of present board
  *	15C211 prepared and filed with NASD.
  *	Deliver control block shares.
  *	Obtain CUSIP number.
  *	Obtain a stock symbol for trading on the NASDAQ 
        Bulletin Board
  *	Furnish Market Maker.
  *	Any other document or act needed to make an 
        orderly transfer of control.	 

All expenses incurred by the Acquisition company, after 
the transfer of control by MAS to the Client, shall be 
the responsibility of the Acquisition company.

(2) At closing, which shall take place at a time and 
place mutually agreeable to the parties hereto, MAS 
shall deliver to Client or its designee the following:

(a) Certificates representing the shares being sold 
hereunder; containing the following legend:

"The securities represented by this Certificate have 
not been registered under the Securities Act of 1933 
(the "Act") and are "Restricted Securities" as the term 
is defined in Rule 144 under the Act.  The Common 
Shares may not be offered for sale, sold or otherwise 
transferred except pursuant to an effective registration 
statement under the Act or exemption, the availability 
of which is to be established to the satisfaction of 
the Corporation."

(b) Necessary consents, if any, from the state of 
domicile of the Acquisition company;

(c)  All corporate books, records, and documents, 
stock books, ledgers, minute books, articles 
and by-laws of the Acquisition company;

<PAGE>

(d) Shareholder list of the Acquisition company;

(e) Resignations of all present officers and directors, 
effective as of the closing date;

(f) Copy of audited 1996 and unaudited 1997 
financial statements;

(3) MAS represents and warrants the following:

(a) that the Acquisition company is a corporation duly 
organized and existing under the laws of the State of 
Delaware, unless otherwise noted;

(b) that the Acquisition company will use its best 
efforts to preserve its business organization intact.

(c) that the Acquisition company will not enter into 
any contract, commitment or transaction, or declare, 
set aside or pay any dividend, or make any distribution 
in respect of its capital stock, or waive any 
obligation or liability, or compromise any claim, or 
cancel any note, loan or other obligation owed to it, 
without the consent of Client.

(4) MAS represents and warrants the following prior 
to closing:

(a) That MAS will not cause any amendment to be made 
in the Articles of Incorporation or By-Laws of the 
Acquisition company, nor issue or cause to be issued 
any additional shares of capital stock; nor issue or 
cause to be issued any warrants, obligations, 
subscriptions, options, convertible securities, or 
other commitments under which any additional shares 
of its capital stock may be directly or indirectly 
authorized, issued or transferred nor will either 
agree to do any of the acts listed above.

(b) That MAS will not do, or agree to do, any of the 
following acts: (i) make any change in compensation 
payable or to become payable to them, to any officer, 
employee, sales agent or representative, (ii) make 
any change in benefits payable to any officer, 
employees, sales agent, or representative under any 
bonus or pension plan or other contract or commitment, 
or (iii) modify any collective bargaining agreement 
to which the Acquisition company is a party or by 
which it may be bound.

(5) Client represents and warrants the following 
prior to closing:

(a) That Client is solely responsibly for the 
decision to by acquired by the Acquisition company,

(b) That the Client firm to be acquired by the 
Acquisition company which is the subject of this agreement 
shall be suitable in all respects for such merger,

(6) The parties shall at all times keep each other's 
information, sources, trade secrets, processes, and 
confidential information strictly confidential.

(7) MAS is not rendering legal advise to Client.  Each 
party is responsible for all of it's own professional, 
legal, accounting, Broker-Dealer, and consulting fees 
as they may apply to each party.  

(8) Should Client terminate this transaction for any 
reason other than the malfeasance or nonperformance of 
MAS prior to the acquisition of the Acquisition company, 
all monies paid to MAS up until that point shall be 
retained by MAS as liquidated damages.  The parties agree 
to the reasonableness of these liquidated damages.  
All documents and work product prepared for or on 
behalf of Client by MAS up until that point shall 
become the property of Client.

(9) MAS warrants that the Acquisition company being 
transferred shall be transferred with no liabilities 
and little or no assets, and shall defend and hold 
Client and the Acquisition company harmless against 
any action by any third party against either of them 
arising out of, or as a consequence of, any act or 
omission of MAS or the Acquisition company prior to, 
or during the closing contemplated by this contract 
of sale. MAS reserves the right, if necessary, to 
substitute another Acquisition company acceptable 
to Client of like worth.

<PAGE>

(10) All of the representations and warranties contained 
within this contract of sale, whether made by Client, 
MAS, or MAS on behalf of the Acquisition company, will 
be true and correct on the closing date as if made 
on that date.

(11) At any time prior to the closing, Client and their 
counsel, accountants and other agents shall have full 
access during normal business hours to all properties, 
books, accounts, records, contracts and documents 
relating to the Acquisition company.

(12) This agreement shall be governed by the laws of 
the State of Indiana, except insofar as the laws of the 
State of Delaware shall apply in keeping with conflict 
of laws and rules, in any dispute.  The parties agree to 
the jurisdiction of the Courts of the State of Indiana 
and the United States District Court for the Southern 
District of Indiana as the forums for the resolution of 
any legal disputes between the parties.  Client agrees 
to pay court costs, attorney fees in a reasonable amount, 
and interest on any unpaid balances at the judgment rate 
then in effect in the State of Indiana should it become 
necessary for MAS to engage in legal action to recover 
any portion of the purchase price or any other fees 
from Client.

(13) If any bona fide action or proceeding shall be pending 
against any party on the closing date that could result 
in an unfavorable judgment, decree or order that would 
prevent or make unlawful the performance of this agreement, 
or if any agency of the federal or of any state government 
shall have objected to it on or before the closing date to 
this transaction, or if any prospectus contemplated with 
respect to the issuance and sale of shares by Buyers shall 
have been disapproved by any federal or state regulatory 
agency, either party may cancel and terminate this agreement 
without liability to the other.  All representations and 
warranties of the parties shall expire and terminate and 
be extinguished by the closing, and consummation of the 
closing shall be conclusive proof that each party is fully 
satisfied with the facts constituting the basis of the 
representations and warranties of the other party and 
with the performance of their obligations hereunder.  
This paragraph shall not affect any obligation of any 
party under this contract that is permitted to be 
performed in whole or in part after the closing.

(14) Neither party may assign this agreement without the 
prior written consent of the other party, which consent 
shall not be unreasonably withheld.  However, MAS may 
requires up to 180 days to perform due diligence on 
any assignee of Client, and may reject any assignee 
not qualified by MAS.

(15) This documents contains the entire agreement between 
the parties hereto.  No oral or other representation or 
warranty has been given to Client by MAS, and this 
agreement controls over any and all oral representations 
made by any party to this transaction.  This agreement 
may only be modified by a writing, signed by the parties.

(16) Each party agrees to execute all of the documents 
and do all of the things necessary to effectuate the 
purpose of this agreement, without delay or limitations.


Accepted and Agreed:        		 Accepted and Agreed:

/s/ Aaron Tsai                 /s/ Paul Sloan
_____________________________  _______________________
MAS Financial Corp.         		 Sloan Electronics, Inc.
By: Mr. Aaron Tsai, President 	By: Mr. Paul Sloan

					
Mailing Address:

MAS Financial Corp.	         		Sloan Electronics, Inc.
1922 North Bedford Ave.  	    	P.O. Box 35287
Evansville, IN 47711		        	Sarasota, FL 34242