BY - LAWS
  
                               OF
 
                     Sloan Electronics, Inc.

                            ARTICLE I
                           SHAREHOLDERS

1.      SHARE CERTIFICATES.  Certificates representing shares of the 
corporation shall set forth thereon the statements prescribed by Sections 
607.044, 607.067, and 607.107 of the Florida General Corporation Act 
("General Corporation Act") and by any other applicable provision of law, 
and which shall be signed by the President or a vice President and the 
Secretary or an Assistant Secretary of the corporation and may be sealed 
with the seal of the corporation or a facsimile thereof.  The signatures of 
the President or a Vice President and the Secretary or an Assistant 
Secretary upon a certificate may be facsimiles if the certificate is 
manually signed on behalf of a transfer agent or a registrar, other than 
the corporation itself or an employee of the corporation.  In case any 
officer who has signed or whose facsimile signature has been placed upon 
such certificate shall have ceased to be such officer before such 
certificate is issued, it may be issued by the corporation with the same 
effect as if he were such officer at the date of its issuance.

No certificate shall be issued for any share until such share is fully 
paid.

2.      FRACTIONAL SHARE INTERESTS OR SCRIP.  The corporation may, when 
necessary or desirable in order to effect share transfers, share 
distributions or reclassifications, mergers, consolidations or 
reorganizations, issue a fraction of a share, make arrangements or provide 
reasonable opportunity for any person entitled to a fractional interest in 
a share to sell such fractional interest or to purchase such additional 
fractional interests as may be necessary to acquire a full share, pay in 
cash the fair value of fractions of a share as of the time when those 

<PAGE>

entitled to receive such fractions are determined, or issue scrip in 
registered or bearer form, over the manual or facsimile signature of an 
officer of the corporation or its agent, which shall entitle the holder to 
receive a certificate for a full share upon the surrender of such scrip 
aggregating a full share.  A certificate for a fractional share shall, 
but scrip shall not unless otherwise provided therein, entitle the holder 
to exercise voting rights, to receive dividends thereon and to participate 
in any of the assets of the corporation in the event of liquidation.

The Board of Directors may cause scrip to be issued subject to the 
condition that it shall become void if not exchanged for certificates 
representing full shares before a specified date, or subject to the 
condition that the shares for which scrip is exchangeable may be sold by 
the corporation and the proceeds thereof distributed to the holders of 
scrip, or subject to any other conditions which the Board of Directors may 
deem advisable.  Such conditions shall be stated or fairly summarized on 
the face of the certificate.

3.      SHARE TRANSFERS.  Upon compliance with any provisions restricting 
the transferability of shares that may be set forth in the Articles of 
Incorporation, these By-Laws, or any written agreement in respect thereof, 
transfers of shares of the corporation shall be made only on the books of 
the corporation by the registered holder thereof, or by his attorney 
thereunto authorized by power of attorney duly executed and filed with the 
Secretary of the corporation, or with a transfer agent or a registrar and 
on surrender of the certificate or certificates for such shares properly 
endorsed and the payment of all taxes thereon, if any.  Except as may be 
otherwise provided by law, the person in whose name shares stand on the 
books of the corporation shall be deemed the owner thereof for all purposes 
as regards the corporation; provided that whenever any transfer of shares 
shall be made for collateral security, and not absolutely, such fact, if 
known to the Secretary of the corporation, shall be so expressed in the 
entry of transfer.

4.      RECORD DATE FOR SHAREHOLDERS.  For the purpose of determining 
shareholders entitled to notice of or to vote at any meeting of 
shareholders or any adjournment thereof, or entitled to receive payment of 
any dividend, or in order to make a determination of shareholders for any 
other purpose, the Board of Directors of the corporation may provide that 
the stock transfer books shall be closed for a stated period but not to 
exceed, in any case, sixty days. If the stock transfer books shall be 

<PAGE>

closed for the purpose of determining the shareholders entitled to notice 
of or to vote at a meeting of shareholders, such books shall be closed for 
at least ten days immediately preceding such meeting. In lieu of closing 
the stock transfer books, the Board of Directors may fix in advance a date 
as the record date for any such determination of shareholders, such date in 
any case to be not more than sixty days and, in case of a meeting of 
shareholders, not less than ten days prior to the date on which the 
particular action, requiring such determination of shareholders, is to be 
taken.  If the stock transfer books are not closed and no record date is 
fixed for the determination of shareholders entitled to notice or to vote 
at a meeting of shareholders, or shareholders entitled to receive payment 
of a dividend, the date on which notice of the meeting is mailed or the 
date on which the resolution of the Board of Directors declaring such 
dividend is adopted, as the case may be, shall be the record date for the 
determination of shareholders.  When a determination of shareholders 
entitled to vote at any meeting of shareholders has been made as provided 
in this section, the determination shall apply to any adjournment thereof, 
unless the Board of Directors fixes a new record date under this section 
for the  adjourned meeting.

5.      MEANING OF CERTAIN TERMS.  As used herein in respect of the right 
to notice of a meeting of shareholders or a waiver thereof or to 
participate or vote thereat or to consent or dissent in writing in lieu of 
a meeting, as the case may be, the term "share" or "shares" or 
"shareholder" or "shareholders" refers to an outstanding share or shares 
and to a holder or holders of record of outstanding shares when the 
corporation is authorized to issue only one class of shares, and said 
reference is also intended to include any outstanding share or shares and 
any holder or holders of record of outstanding shares of any class upon 
which or upon whom the Articles of Incorporation confer such rights where 
there are two or more classes or series of shares or upon which or upon 
whom the General Corporation Act confers such rights notwithstanding that 
the Articles of Incorporation may provide for more than one class or series 
of shares, one or more of which are limited or denied such rights 
thereunder.

6. SHAREHOLDER MEETINGS.

- TIME.  The annual meeting shall be held on the date fixed from time to 
time by the directors.  A special meeting shall be head on the date fixed 
from time to time by the directors except when the General Corporation Act 
confers the right to call a special meeting upon the shareholders.

<PAGE>

- PLACE.    Annual meetings and special meetings
shall be held at Croton-on-Hudson, NYor at such place within or without 
the State of Florida as shall be stated in the notice of any such meeting.

- CALL.  Annual meetings may be called by the directors or the President or 
the Secretary or by any officer instructed by the directors or the 
President to call the meeting.  Special meetings may be called in like 
manner or by the holders of at least one-tenth of the shares.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.  Written notice
stating the place, day and hour of the meeting and, in case of a special 
meeting, the purpose or purposes for which the meeting is called, shall be 
delivered not less than ten days (or not less than any such other minimum 
period of days as may be prescribed by the General Corporation Act) nor 
more than sixty days before the date of the meeting, either personally or 
by first class mail, by or at the direction of the President, the 
Secretary, or the officer or persons calling the meeting to each 
shareholder.  The notice of any annual or special meeting shall also 
include, or be accompanied by, any additional statements, information, or 
documents prescribed by the General Corporation Act.  If mailed, such 
notice shall be deemed to be delivered when deposited in the United States 
mail addressed to the shareholder at his address as it appears on the stock 
transfer books of the corporation, with postage thereon prepaid.  When a 
meeting is adjourned to another time or place, it shall not be necessary to 
give any notice of the adjourned meeting if the time and place to which the 
meeting is adjourned are announced at the meeting at which the adjournment 
is taken, and at the adjourned meeting any business may be transacted that 
might have been transacted on the original date of the meeting.  If, 
however, the Board of Directors shall fix a new record date for the 
adjourned meeting, notice of the adjourned meeting shall be given each 
shareholder of record on the new record date.  Whenever any notice is 
required to be given to any shareholder, a waiver thereof in writing signed 
by him, whether before or after the time stated therein, shall be the 
equivalent to the giving of such notice.  Attendance of a shareholder at a 
meeting shall constitute a waiver of notice of the meeting, except where 
the shareholder attends the meeting for the express purpose of objecting, 
at the beginning of the meeting, to the transaction of any business 
because the meeting is not lawfully called or convened.

<PAGE>

- VOTING LIST.  The officer or agent having charge of the stock transfer 
books for shares of the corporation shall make, at least ten days before 
each meeting of shareholders, a complete list of the shareholders entitled 
to vote at such meeting or any adjournment thereof, with the address of and 
the number and class and series, if any, of shares held by, each.  Such 
list, f or a period of ten days prior to such meeting, shall be kept on 
file at the registered office of the corporation in the State of Florida, 
at the principal place of business of the corporation or at the office of 
the transfer agent or registrar of the corporation and shall be subject to 
inspection by any shareholder at any time during usual business hours.  
Such list shall also be produced and kept open at the time and place of the 
meeting and shall be subject to the inspection of any shareholder at any 
time during the meeting.  The original stock transfer books shall be prima 
facie evidence as to who are the shareholders entitled to examine such list 
or transfer books or to vote at any meeting of shareholders.

- CONDUCT OF MEETING.  Meetings of the shareholders shall be presided over 
by one of the following officers in the order of seniority and if present 
and acting - the Chairman of the Board, if any, the Vice Chairman of the 
Board ' if any, the President, a Vice President, or, if none of the 
foregoing is in office and present and acting, by a chairman to be chosen 
by the shareholders.  The Secretary of the corporation, or in his absence, 
an Assistant Secretary, shall act as secretary of every meeting, but, if 
neither the Secretary nor an Assistant Secretary is present, the Chairman 
of the meeting shall appoint a secretary of the meeting.

- PROXY REPRESENTATION.  Every shareholder or his duly authorized attorney-
in-fact may authorize another person or persons to act for him by proxy in 
all matters in which a shareholder is entitled to participate, whether for 
the purposes of determining his presence at a meeting, or whether by 
waiving notice of any meeting, voting or participating at a meeting, or 
expressing consent or dissent without a meeting, or otherwise.  Every proxy 
shall be signed by the shareholder or by. his duly authorized attorney-in-
fact, and filed with the Secretary of the corporation.  No proxy shall be 
valid after eleven months from the date thereof, unless otherwise provided 
in the proxy.  Except as may otherwise be provided by the General 
corporation Act, any proxy may be revoked.

<PAGE>

- QUORUM.  A majority of the shares shall constitute a quorum.

- VOTING.  Except as the General Corporation Act, the Articles of 
Incorporation, or these By-Laws shall otherwise provide, the affirmative 
vote of the majority of the shares represented at the meeting, a quorum 
being present, shall be the act of the shareholders.  After a quorum has 
been established at a shareholders I meeting, the subsequent withdrawal of 
shareholders, so as to reduce the number of shareholders at the meeting 
below the number required for a quorum, shall not affect the validity of 
any action taken at the meeting or any adjournment thereof.

7.      WRITTEN ACTION.  Any action required to be taken or which may be 
taken at a meeting of the shareholders may be taken without a meeting, 
without prior notice and without a vote, if a consent in writing, setting 
forth the action so taken, shall be signed by all of the shareholders and 
shall be filed with the Secretary of the corporation.  Less than all 
shareholders may act in like manner upon compliance with the provisions of 
Section 607.394 of the General Corporation Act.

                              ARTICLE II

                          BOARD OF DIRECTORS

1.      FUNCTIONS GENERALLY - COMPENSATION.  All corporate powers shall be 
exercised by or under the authority of, and the business and affairs of the 
corporation shall be managed under the direction of its Board of Directors.  
The Board may fix the compensation of directors.

2.      QUALIFICATIONS AND NUMBER.  Each director shall be a natural person 
of full age.  A director need not be a shareholder, a citizen of the United 
States, or a resident of the State of Florida.  The initial Board of 
Directors shall consist of one {amended to five 9/95) persons, which is the 
number of directors fixed in the Articles of Incorporation, and which shall 
be the fixed number of directors until changed. The number of directors may 
be increased or decreased by an amendment of these By-Laws or by the 
directors or shareholders, but no decrease in the number of directors shall 
have the effect of shortening the term of any incumbent director.  The 
number of directors shall never be less than one. The full Board of 
Directors shall consist of the number of directors fixed herein.

<PAGE>

3.      ELECTION AND TERM.  The initial Board of Directors shall consist of 
the directors named in the Articles of Incorporation, each of whom shall 
hold office until the first annual meeting of shareholders and until his 
successor has been elected and qualified or until his earlier resignation, 
removal from office or death.  Thereafter, each director who is elected at 
an annual meeting of shareholders, and any director who is elected in the 
interim to fill a vacancy or a newly created directorship, shall hold 
office until the next succeeding annual meeting of shareholders and until 
his successor has been elected and qualified or until his earlier 
resignation, removal from office or death.  In the interim between annual 
meetings of shareholders or of special meetings of shareholders called for 
the election of directors, any vacancies in the Board of Directors, 
including vacancies created by reason of an increase in the number of 
directors, and including vacancies resulting from the removal of directors 
by the shareholders which have not been filled by said shareholders" may be 
filled by the affirmative vote of a majority of the remaining directors, 
although less than a quorum exists.

4. MEETINGS.

- TIME.  Meetings shall be held at such time as the Board shall fix, except 
that the first meeting of a newly elected Board shall be held as soon after 
its election as the directors may conveniently assemble.

- PLACE.  Meetings shall be held at such place within or without the State 
of Florida as shall be fixed by the Board.

- CALL.  No call shall be required for regular meetings for which the time 
and place have been fixed.  Special meetings may be called by the Chairman 
of the Board, if any,, the Vice Chairman of the Board, if any, or the 
President, or by any two directors.

- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be required for 
regular meetings for which the time and place have been fixed. Written, 
oral, or any other mode of notice of the time and place shall be given for 
special meetings in sufficient time for the convenient assembly of the 
directors thereat.  The notice or waiver of notice of any meeting need not 
specify the business to be transacted or the purpose of the meeting.  Any 

<PAGE>

requirement of furnishing a notice shall be waived by any director who 
signs a waiver of notice before or after the meeting.  Attendance of a 
director at a meeting shall constitute a waiver of notice of such meeting 
and a waiver of any and all objections to the place of the meeting, the 
time of the meeting, or the manner in which it has been called or convened, 
except when a director states, at the beginning of the meeting, any 
objection to the transaction of business because the meeting is not 
lawfully called or convened.

- QUORUM AND ACTION.  A majority of the full Board of Directors shall 
constitute a quorum except as may be otherwise provided in the Articles of 
Incorporation.  Except as herein otherwise provided, and except as may be 
otherwise provided by the General Corporation Act or the Articles of 
Incorporation, the act of the Board shall be the act of a majority of the 
directors present at a meeting at which a quorum is present.

Members of the Board of Directors may participate in a meeting of said 
Board by means of a conference telephone or similar communications 
equipment by means of which all persons participating in the meeting can 
hear each other at the same time, and participation by such means shall be 
deemed to constitute presence in person at a meeting.

A majority of the directors present, whether or not a quorum exists, may 
adjourn any meeting of the Board of Directors to another time and place.  
Notice of any such adjourned meeting shall be given to the directors who 
were not present at the time of the adjournment and, unless the time and 
place of the adjourned meeting are announced at the time of the 
adjournment, to the other directors.

- CHAIRMAN OF THE MEETING.  Meetings of the Board of Directors shall be 
presided over by the following directors in the order of seniority and if 
present and acting the Chairman of the Board, if any, the Vice Chairman of 
the Board, if any, the President, or any other director chosen by the 
Board.

5.      REMOVAL OF DIRECTORS.  At a meeting of shareholders called 
expressly for that purpose, the entire Board of Directors or any individual 
director may be removed from office with or without cause by the vote of 
the shareholders holding at least a majority of the shares.  In case the 
entire Board or any one or more directors be so removed, new directors may 
be elected at the same meeting.

<PAGE>

6.      COMMITTEES.  Whenever the number of directors shall consist of 
three or more, the Board of Directors, may, by resolution adopted by a 
majority of the full Board, designate from among its members an Executive 
Committee and one or more other committees, each of which, to the extent 
provided in the resolution, shall have and may exercise all of the 
authority of the Board of Directors except such authority as may not be 
delegated under the General Corporation Act.

7.      WRITTEN ACTION.  Any action required to be taken at a meeting of 
directors, or any action which may be taken at a meeting of directors or of 
a committee thereof, if any, may be taken without a meeting if a consent in 
writing, setting forth the action so to be taken, shall be signed by all of 
the directors or all of the members of the committee, as the case may be.

                         ARTICLE III
   
                          OFFICERS

The corporation shall have a President, a Secretary, and a Treasurer, each 
of whom shall be elected by the directors from time to time, and may have 
one or more Vice Presidents and such other officers and assistant officers 
and agents as may be deemed necessary, each or any of whom may be elected 
or appointed by the directors or may be chosen in such manner as the 
directors shall determine.  Any two or more offices may be held by the same 
person.

Unless otherwise provided in the resolution of election or appointment, 
each officer shall hold office until the meeting of the Board of Directors 
following the next annual meeting of shareholders and until his successor 
has been elected and qualified.

The officers and agents of the corporation shall have the authority and 
perform the duties in the management of the corporation as determined by 
the resolution electing or appointing them, as the case may be.

The Board of Directors may remove any officer or agent whenever in its 
judgment the best interests of the corporation will be served thereby.


<PAGE>

                             ARTICLE IV

        REGISTERED OFFICE AND AGENT - SHAREHOLDERS RECORD

The address of the initial registered office of the corporation and the 
name of the initial registered agent of the corporation, whose address is 
the same as that of the registered office is set forth in the original 
articles of incorporation.

The corporation shall keep at its registered office in the State of Florida 
or at its principal place of business, or at the office of its transfer 
agent or registrar, a record of its shareholders, giving the names and 
addresses of all shareholders and the number, class and series, if any, of 
the shares held by each shareholder and shall keep on file at said 
registered office the voting list of shareholders for a period of at least 
ten days prior to any meeting of shareholders.

                            ARTICLE V
                         
                          CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation 
and shall be in such form and contain such other words and/or figures as 
the Board of Directors shall determine or the law require.

                           ARTICLE VI
                 
                           FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to 
change, by the Board of Directors.

                          ARTICLE VII

                      CONTROL OVER BY-LAWS

The Board of Directors shall have power to adopt, alter, amend or repeal 
the By-Laws.  Any provisions for the classification of directors for 
staggered terms shall be authorized by the Articles of Incorporation or by 
specific provisions of a By-Law adopted by the shareholders.  By-Laws 
adopted by the Board of Directors or by the shareholders may be repealed or 
changed and new By-Laws may be adopted by the shareholders.  The 
shareholders may prescribe in any By-Law made by them that such By-Law 
shall not be altered, amended or repealed by the Board of Directors.

<PAGE>

I HEREBY CERTIFY that the foregoing is a full,true and correct copy 
of the By-Laws of Sloan Electronics Inc., a corporation of the State 
of Florida, as in effect on the date hereof.

WITNESS my hand and the seal of the corporation.
Dated: 7/19/93
/s/ Larry Provost
-----------------
Secretary of 


(SEAL)

[SEAL]

<PAGE>

                      Sloan Electronics, Inc.

                          Amendment to

                           ARTICLE I

                         SHAREHOLDERS

8.   PREEMPTIVE RIGHTS

Each shareholder shall have the right to purchase, in proportion to his/her 
existing holdings, any additional shares of stock in the event that more 
stock of the same class is issued by the corporation so that each 
shareholder's percentage of ownership of the corporation shall be 
maintained.
 
Dated 7/19/93

/s/ Larry Provost
 
<PAGE>

            SHAREHOLDERS' RESOLUTION TO AMMEND BYLAWS

                    Sloan Electronics, Inc.


RESOLVED:       The Bylaws of of Sloan Electronics, Inc. known as Article 
II be amended to allow for 5 members to the Board of Directors.

The undersigned, Larry Provost, certifies that I am the duly appointed 
Secretary of Sloan Electronics, Inc.  Corporation and that the above is a 
true and correct copy of a resolution duly adopted at a Meeting of the 
shareholders thereof, convened and held in accordance with law and the 
Bylaws of said Corporation on Dec. 9, 1995, and that such resolution is
now in full force and effect.

IN WITNESS THEREOF, I have affixed my name as Secretary
of  Sloan Electronics, Inc.  Corporation and have attached the
seal of Sloan Electronics, Inc.  Corporation to this resolution.

Dated:Dec. 9, 1995

/s/ Larry Provost
-----------------
Secretary

(SEAL)

<PAGE>

                  SHAREHOLDERS' RESOLUTION
     ON BOARD OF DIRECTORS' AUTHORITY TO AMEND BYLAWS
                   Sloan Electronics, Inc.

RESOLVED, that the Board of Directors of Sloan Electronics, Inc.  
Corporation is hereby granted the authority to amend, alter, add to, 
repeal, rescind or change in any other way any and all of the Bylaws of 
this Corporation as the Board of Directors shall deem fit and proper, and 
such authority shall not require either any action or consent by of from 
the shareholders of the Sloan Electronics, Inc.  Corporation; and it is
FURTHER RESOLVED, that the shareholders are to retain the right to revoke 
the above grant of authority to the directors.  Such revocation shall be 
made by a resolution adopted by the holders of a majority of the Sloan 
Electronics, Inc.  Corporation's stock entitled to vote at a duly convened 
meeting of shareholders.  Unless and until such revocation action is taken 
by the shareholders, the shareholders shall not exercise their power, under 
Article VII of the Bylaws to amend, alter, add to, repeal, rescind or 
change in any way the Bylaws of the Sloan Electronics, Inc.  Corporation.
The undersigned, Larry Provost, certifies that I am the duly appointed 
Secretary of Sloan Electronics, Inc.  Corporation and that the above is a 
true and correct copy of a resolution duly adopted at a Meeting of the 
shareholders thereof, convened and held in accordance with law and the 
Bylaws of said Corporation on Dec. 9, 1995, and that such resolution is now 
in full force and effect.

IN WITNESS THEREOF, I have affixed my name as Secretary
of Sloan Electronics, Inc.  Corporation and have attached the
seal of Sloan Electronics, Inc.  Corporation to this resolution.

Dated:Dec. 9, 1995

/s/Larry Provost
----------------
Secretary

(SEAL)