AGREEMENT

Agreement made as of the 8th day of December, 1995, by and between Sloan
Electronics, Incorporated, a corporation, maintaining its principal
business offices at 4860 Featherbed Lane, Sarasota, FL 34242 
(hereinafter referred to as "Manufacturer ") and KingAlarm Distributors, 
Inc. of New Jersey, a New Jersey corporation., maintaining its principal 
business offices at 35 Green Street, Hackensack, NJ 07601 (hereinafter 
referred to, together with its affiliates, as "Distributor").

WITNESSETH:

WHEREAS, Manufacturer manufactures Wander Watch SPS-100 and the MPS-C50
multiresident 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 dealer).

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

<PAGE>

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 
exclusive worldwide rights to the SPS-100 Product which shall 
entitle the Distributor to have the exclusive right to sell 
the SPS-100 Product worldwide. The Distributor shall have 
non-exclusive worldwide rights to the MPS-C50 Product which shall 
entitle the Distributor to have, the non-exclusive, right to sell 
the MPS-C50 Product worldwide.  The Manufacturer agrees to retrain 
from appointing other distributors of the SPS-100 Product and from 
selling the SPS-100 Product itself at the retail level (including 
sales to dealers and End-User) and that any orders submitted to 
the Manufacturer for the SPS-100 Product 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 1996, 
Distributor fails to use reasonable efforts to fully and effectively
promote the sale of the SPS-100 Product in the geographic area 
in which Distributor promotes the sale of other products it 
distributes, (b) with respect to calendar year 1997, 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 1996 
(and such shortfall is not due to any breach of this Agreement 
by the Manufacturer), or (c) with respect to any calendar 
year after 1997, 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 of this Agreement by the Manufacturer) 
and during such year Distributor fails to use reasonable efforts 
to fully and effectively promote the sale of the SPS-100 Product 
in the geographic area in which Distributor promotes the 
sale of other products it distributes, 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 become non-exclusive, effective 90 days 
after the date such notice is given.  If Distributor's right 
to distribute the SPS-100 Product 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.

<PAGE>

3.      Distributors 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, customer lists and 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.

4.      Manufacturers 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.

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.

<PAGE>

6.      Warranty, Maintenance, and Repairs

6.1     Manufacturer shall issue a limited warranty on the Products as
published in its current promotional materials.  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 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 troubleshooting to the
Distributor and to its Customers for any Product under warranty during 
the Term of this Agreement.

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

6.4     Products not under warranty shall be subject to the following 
repair procedure.  A 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.      Purchases

7.1     Distributor and Manufacturer hereby acknowledge that an initial
purchase will be agreed upon during December 1995.

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 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.

<PAGE>

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 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.

9.      Municipal Bids

9.1     Manufacturer retains the right to sell directly to all 
government entities through their Invitations to Bid, except 
government entities in states in which the Distributor has a branch 
(as of the time of the Invitation to Bid); provided that the 
foregoing shall not be construed to restrict the Distributor or 
its Customers from selling to government entities through 
Invitations to Bid, in competition with the Manufacturer
or otherwise.

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 hive 
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.

11.     Term of Agreement

11.1    This Agreement shall become effective upon the date above first
written (hereinafter the "effective date") and shall be for a term of 
three (3) years.  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 nonconformance 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.

<PAGE>

12.     Indemnification and Insurance

12.1    Distributor shall indemnify and hold harmless Manufacturer 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, 
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 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 
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.

12.3    Manufacturer shall indemnify and hold harmless Distributor and 
its directors, officers, employees and agents from and against any 
and all 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 this 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 such claim thereafter of any such claim or 
action may be its own name, but no settlement or compromise
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.

<PAGE>

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.l    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 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 THEREOF, the parties hereto have executed this Agreement as 
of the day and year first above written.

Sloan Electronics            KingAlarm Distributors, Inc.
                             of New Jersey

By: /s/ Michael Solomon        By: /s/ Allen D Sagat
Its: Vice President            Its: Senior VP

<PAGE>

                               ADDENDUM

Addendum to Agreement of December 8, 1995 (the "Agreement"), made as of 
the 18" day of November, 1996, by and between Sloan Electronics, Inc.
("Manufacturer") and KingAlarm Distributors, Inc. of New Jersey
("Distributor"):

Manufacturer and Distributor hereby agree as follows:

1.      The following Sections 1.6 and 1.7 are hereby added to Section 1 
of the Agreement:

1.6     "Health Care Products Dealer" shall mean a person or entity that 
is engaged primarily in the business of selling products to Health Care
Providers.

1.7     "Health Care Provider" shall mean a person or entity that is
engaged primarily in the business of providing health care.

2.      Section 2.1 of the Agreement is hereby amended by adding the
following language at the end of the second sentence:

:provided, however, that the Distributor shall have no right to sell the 
SPS-100 Product to any Customer that is a Health Care Products Dealer or 
a Health Care Provider.  The foregoing shall not prohibit any Customer of 
the Distributor that is not a Health Care Products Dealer from selling 
the SPS-100 Product to Health Care Providers.

3.      Section 2.1 of the Agreement is hereby further amended by adding 
the following language at the end of the last sentence:

:provided, however, that (a) the Manufacturer may grant to other
distributors the right to sell the SPS-100 Product to Health Care 
Products Dealers and/or Health Care Provides, (b) the Manufacturer 
itself may sell the SPS-100 Product to Health Care Products Dealers 
and/or Health Care Providers, and (c) the Manufacturer is not obligated 
to direct to the Distributor any orders for the SPS-100 Product 
submitted to the Manufacturer by Health Care Providers or Health Care 
Products Dealers.

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


SLOAN ELECTRONICS, INC.          KINGALARM DISTRIBUTORS, INC.
                                      OF NEW JERSEY

By: /s/ Paul A Sloan              By: /s/ Allen D Sagat
Its: President                    Its: President

<PAGE>

                           SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the
Securities and Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                           Sloan Electronics, Inc. 

                           By: /s/ Paul Sloan 
                               ----------------------------------
                               Paul Sloan
                               President, Chief Executive Officer
                               and Director

Date: March 31, 1998

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual
Report on Form 10-KSB to be signed on its behalf by the undersigned,
thereunto duly authorized.


By: /s/ Larry Provost                             April 2, 1998 
    --------------------------------------
    Chairman of the Board of Directors,
    Secretary and Chief Financial Officer.

By: /s/ Paul A. Sloan                             March 31, 1998
    --------------------------------------
    President, Chief Executive Officer 
    and Director.

By: /s/ Michael Soloman                           April 2, 1998 
    --------------------------------------
    Senior Vice President and Director.

By: /s/ Lester H. Cohen                           April 2, 1998 
    --------------------------------------
    Vice President - Marketing and 
    Director.

By: /s/ James Vondra                              April 2, 1998     
    --------------------------------------
    Director