PLAN AND AGREEMENT OF MERGER

          Plan  and  Agreement of Merger  dated October 27, 1997
1997  ("Agreement") by and among Creative Technologies  Corp.,  a
New  York corporation ("CTC"), CTC Acquisition Corp., a New  York
corporation ("CTC Subsidiary"), Ace Surgical Supply Co., Inc.,  a
New  York  corporation  ("Ace"), and  Barry  Septimus  and  David
Guttmann  (the  "Shareholders").   CTC  Subsidiary  and  Ace  are
hereinafter   collectively  referred  to  as   the   "Constituent
Corporations".

                       W I T N E S S E T H

          WHEREAS,  CTC  owns all of the issued  and  outstanding
shares  of  the  Common Stock, $.01 par value per share,  of  CTC
Subsidiary;

          WHEREAS,  the  Shareholders own all of the  issued  and
outstanding shares of Common Stock, no par value, of Ace;

          WHEREAS, CTC desires to have CTC Subsidiary merge  with
Ace, and Ace and the Shareholders desire that Ace merge with  and
into CTC Subsidiary, upon the terms and subject to the conditions
herein set forth and in accordance with the laws of the State  of
New York;

          NOW, THEREFORE, the parties hereto agree as follows:


1.   MERGER OF CONSTITUENT CORPORATIONS

1.1  Merger

     Simultaneously  with  the execution of this  Agreement,  ACE
shall be merged into CTC Subsidiary, which shall be the surviving
corporation  (the  "Surviving Corporation"), and  CTC  Subsidiary
shall  merge  ACE  into  itself  (the  "Merger").  The  corporate
existence  of  CTC  Subsidiary  shall  continue  unaffected   and
unimpaired by the Merger with all of its rights, powers, purposes
and  franchises unaffected. The separate existence and  corporate
organization  of  ACE  shall cease, and  thereupon  Ace  and  CTC
Subsidiary shall be a single corporation.

1.2  Name of Surviving Corporation

     The  name  of the Surviving Corporation shall be changed  to
Ace Surgical Supply Co., Inc.

1.3  Certificate of Merger

     The  Merger shall be consummated by the execution and filing
of  a  Certificate of Merger with respect to the Merger with  the
Secretary of State of the State of New York. Such filing shall be
made on or as soon as practicable after the date of execution  of
this Agreement. Upon the filing of the Certificate of Merger  all
the property, real, personal and mixed, and franchises of each of
the  Constituent  Corporations and  all  debts  due  on  whatever
account  to  either of them, including subscriptions  to  shares,
other causes of action, and every other asset belonging to either
of them shall be taken and deemed to be transferred to and vested
in  the  Surviving Corporation without further act or  deed.  The
Surviving   Corporation  shall  be  responsible   for   all   the
liabilities and obligations of the Constituent Corporations.

1.4  Effective Date of Merger

     The  Merger  shall be deemed made effective as of  September
30,  1997.  The date of consummation of the Merger shall  be  the
date of execution of this Agreement (the "Closing Date").

1.5  Conversion of Shares

     The  manner and basis of converting the shares of  stock  of
each of the Constituent Corporations into shares of stock of  the
Surviving Corporation are as follows:

          (a)  each  share of the 100 shares of  the  Common
     Stock,  $.01  par  value per share, of  CTC  Subsidiary
     issued  and  outstanding  on  the  Closing  Date  shall
     continue  to  be issued and outstanding  (although  the
     certificates  will be reissued as Ace  Surgical  Supply
     Co.,  Inc., the name of the surviving corporation after
     the name change);

          (b)  each share of the 200 shares of Common Stock,
     no   par  value,  of  Ace  ("Ace  Shares")  issued  and
     outstanding  on  the  Closing Date shall  thereupon  be
     converted, without any action on the part of the holder
     thereof into 5,000 Shares of Common Stock of CTC,  $.09
     par  value  ("CTC  Common  Stock"),  (resulting  in  an
     aggregate  issuance of 1,000,000 shares of  CTC  Common
     Stock)  and  17.5  shares  of  Preferred  Stock   ("CTC
     Preferred  Stock") (resulting in an aggregate  issuance
     of  3,500  shares  of CTC Preferred  Stock.)   The  CTC
     Preferred  Stock  shall have the designations,  rights,
     preferences and conditions sets forth in Section 1.6.

     Simultaneously with the execution hereof each holder  of  an
outstanding  certificate or certificates which immediately  prior
thereto  represented Ace Shares shall surrender the same  to  CTC
and  such holder shall be entitled to receive upon such surrender
in  exchange  therefor a certificate or certificates representing
the number of shares of CTC Common Stock and Preferred Stock into
which the shares heretofore represented by the Ace certificate so
surrendered  shall have been converted pursuant to  this  Section
1.5.

1.6  Description of CTC Preferred Stock

     The  CTC  Preferred Stock to be issued to  the  Shareholders
shall  have  the following designation, rights, preferences,  and
conditions:

          (a)   the  CTC Preferred Stock shall be designated
     "1997 Series A 12% Cumulative Preferred Stock;"

          (b)   the CTC Preferred Stock shall have a  stated
     value of One Thousand Dollars ($1,000) per share;

          (c)  the holders of the CTC Preferred Stock  shall
     be entitled to a cumulative dividend at the rate of One
     Hundred  Twenty Dollars ($120.00) per share per  annum,
     when,  as and if declared by the Board of Directors  of
     CTC;

          (d)   the holders of the CTC Preferred Stock shall
     be  entitled  to receive One Thousand Dollars  ($1,000)
     per share and accrued and accumulated dividends thereon
     at   the  rate  aforesaid,  if  any,  and  no  more  on
     liquidation  of CTC before any payment is made  to  the
     holders of Common Stock;

          (e)   the holders of the CTC Preferred Stock shall
     not  be  entitled  to any vote at any  meeting  of  the
     shareholders of CTC unless the dividends are in arrears
     longer  than one year at which time the holders of  the
     CTC  Preferred Stock shall be entitled to  1,000  votes
     per  share  and  shall vote along with the  holders  of
     Common Stock as one Class;

          (f)   the shares of the CTC Preferred Stock  shall
     not be convertible;

          (g)   the shares shall be redeemed for cash  at  a
     redemption price of $1,000 per share, plus accrued, but
     unpaid   dividends,  out  of  funds  legally  available
     therefor, on the later of twenty years from issuance or
     October 1, 2017.

          (h)   the  holders  of the Preferred  Shares  will
     share  pro-rata with the holders of the 1996 and 1996-A
     Preferred  Stock  in the event of a  liquidation  or  a
     dissolution of CTC.

1.7  Closing

     The  Closing  under this Plan and Agreement of Merger  shall
take place simultaneously with the execution hereof.  The date of
the Closing is herein referred to as the "Closing Date".

2.   ARTICLES  OF INCORPORATION; BY-LAWS; BOARD OF DIRECTORS  AND
     OFFICERS



2.1  Articles of Incorporation

     The  Articles of Incorporation of Ace shall be the  Articles
of Incorporation of the Surviving Corporation and the Articles of
Incorporation of Ace shall be deemed amended to that  extent  and
may  be  further amended as provided by law, from and  after  the
Closing Date. Said Articles of Incorporation, as the same may  be
amended  from time to time as provided by law, shall be, and  may
be  separately certified as, the Articles of Incorporation of the
Surviving Corporation.

2.2  By-Laws

     The  By-Laws  of CTC Subsidiary as in effect on the  Closing
Date shall be the By-Laws of the Surviving Corporation until  the
same  shall  thereafter  be  altered,  amended  or  repealed   in
accordance  with  law,  the  Articles  of  Incorporation  of  the
Surviving Corporation or said By-Laws.

2.3  Directors and Officers

     Such  of the directors and officers of Ace as shall not have
resigned  prior to or at the Closing shall be the  directors  and
officers  of  the  Surviving Corporation.  There  shall  also  be
elected  at  or immediately following the Closing in  the  manner
provided by the Articles of Incorporation or the By-Laws  of  the
Surviving  Corporation such additional directors and officers  as
CTC may designate.

3.   REPRESENTATIONS,   WARRANTIES   AND   COVENANTS    BY    THE
     SHAREHOLDERS

3.1  Shareholders' Representations and Warranties

     The    Shareholders    severally    make    the    following
representations and warranties regarding themselves  and  Ace  to
CTC  and  CTC  Subsidiary as an inducement  to  enter  into  this
Agreement:

(A)  Corporate

          (i)   Ace  is  a  corporation duly  organized,  validly
existing, and in good standing under the laws of the state of New
York  and has the corporate power to own its properties and carry
on  its business as and where its business is now conducted,  and
is  duly  qualified as a foreign corporation in the jurisdictions
in  which  the  conduct of its business or the ownership  of  its
property requires qualification.

          (ii) The authorized capital stock of Ace and the number
of  shares issued and outstanding is set forth on Schedule 3.1 A-
2;  the  said shares of Ace which are issued and outstanding  are
legally  and  validly  issued,  fully  paid,  and  non-assessable
securities.


          (iii)  There are no outstanding subscriptions, options,
warrants, calls, commitments, or agreements to which Ace  or  any
Shareholder  is  a  party or by which Ace or any  Shareholder  is
bound  which relate to the issuance or sale of any shares of  the
Common Stock of Ace.

          (iv)  The Shareholders are the sole and absolute owners
of the number of shares of Ace's capital stock set opposite their
respective  names in Schedule 3.1 A-2 hereof,  and  all  of  such
shares  are free and clear of all liens, encumbrances and  rights
whatsoever,  and  of  all  restrictions on  the  exchange  herein
contemplated by the Shareholders.

          (v) The copies of the Articles of Incorporation of Ace,
including  all  amendments to date, and its  By-Laws  as  now  in
effect  (all  of  which  have heretofore been  furnished  to  CTC
Subsidiary)   and,   to  the  best  of  the  knowledge   of   the
Shareholders,  the  minutes  of all  shareholders  and  directors
meetings which are all contained in its minute books are true and
complete.

          (vi)   The  performance  of  this  Agreement   by   the
Shareholders  will  comply with all relevant  law  and  will  not
conflict  with or result in a breach of any of the terms  of  any
agreement  or  instrument to which Ace or any of the Shareholders
is a party or by which they may be bound.

          (vii)  The execution, delivery and performance of  this
Agreement  by Ace have been duly authorized and approved  by  all
requisite  action of Ace's Board of Directors and this  Agreement
has  been duly executed and delivered by Ace and constitutes  the
valid  and  binding obligation of Ace enforceable  in  accordance
with its terms.

          (viii) Ace does not have any subsidiaries.

  (B)     Personal Property

     The   personal  property  owned  by  Ace  includes,  without
limitation,  all  of the furniture, fixtures,  tools,  machinery,
equipment, and inventory used by it in its business. Ace owns all
of  the  personal property, in each case free and  clear  of  all
mortgages,  liens, encumbrances and claims of any nature,  except
as  expressly  set  forth in Schedule 3.1B.  All  the  furniture,
fixtures,  tools, machinery, and equipment owned by  Ace  are  in
substantially good operating condition as same were at  June  30,
1997, ordinary wear and tear excepted, and are substantially  the
same  as those used by Ace in the conduct of its business on  and
after  June  30,  1997, and are adequate and sufficient  for  all
current operations of Ace's business.

(C)  Inventory

     The  inventory  of Ace consists of items of  a  quality  and
quantity  usable  and  saleable in the  normal  course  of  Ace's
business.



(D)  Accounts Receivable

All  accounts  receivable of Ace are as shown on  its  books  and
records and are not subject to claims or set-offs.

(E)  Contracts Disclosed

     Ace  is  a party to the written or oral contracts, including
purchase  orders,  with customers, suppliers  and  employees  and
service  contracts  previously delivered  to  CTC.  All  of  said
contracts  were  made  in  the ordinary  and  regular  course  of
business.  The originals of said written contracts  and  purchase
orders are being delivered to CTC Subsidiary simultaneously  with
the  execution  of this Agreement.  Ace is not  in  default  with
respect  to any material term of any contract, has performed  all
of  the  terms  and  conditions required to be  performed  by  it
through  the  date  hereof, and has not received  any  notice  of
cancellation  of  any  of said contracts.  To  the  best  of  the
Shareholders' knowledge, the other parties to said contracts  are
not in material default thereunder.

(F)  Litigation and Claims

     There are no claims, actions, suits, administrative or other
proceedings  or  investigations  pending  or  threatened  to  the
Shareholders'  knowledge,  involving  Ace's  business  or  assets
thereof or any products thereof heretofore sold to any party, and
the  Shareholders  and  Ace do not know of,  or  have  reasonable
grounds  to  know  of, any basis for any claims, actions,  suits,
administrative  or  other proceedings or investigations  of  such
nature, at law or in equity, or before or by any federal,  state,
or  local  governmental department, commission, board, bureau  or
agency, except as set forth in Schedule 3.1 F.

 (H) Environmental Matters

     Ace is in full compliance with, and has obtained all permits
required  under,  all laws, regulations and requirements  of  all
federal,  state,  and local government agencies.   There  are  no
existing or contemplated suits, investigations or claims  by  any
governmental  agency  or  any party  asserting  a  claim  of  any
violation.

(I)  Non-Violation of Laws, etc.

     The  consummation  of  the transactions contemplated  herein
will  not  result in a violation by Ace of any provision  of  its
Articles of Incorporation or By-Laws, or any law or order,  rule,
regulation,  writ,  injunction  or  decree  of  any  governmental
instrumentality or court having jurisdiction over it,  or  result
in  any  breach  or violation of any agreement or  instrument  by
which it or any of its assets may be bound or affected.



(J)  Financial

          (i)  The combined Balance Sheet and Statement of Income
and  Retained Earnings of Ace and Affiliates as at June 30,  1997
(herein  called the "Balance Sheet Date"),and for the six  months
then  ended, fairly present the financial condition  of  Ace  and
Affiliates  as at the Balance Sheet Date and the results  of  its
operations   for   the  period  indicated,  and  such   financial
statements  have  been  prepared  in  conformity  with  generally
accepted accounting principles applied on a consistent basis.

          (ii)   Since the Balance Sheet Date referred to in  the
prior  subparagraph  there has not been  any  materially  adverse
change  in  the  operations of the business  of  Ace;  since  the
Balance  Sheet  Date  there have been no events  or  transactions
having  a materially adverse effect on Ace's financial statements
described in said prior subparagraph or which should be disclosed
in  order  to  make  them not misleading,  except  that  Ace  and
Consolidated  Disposables Inc. distributed  to  their  respective
shareholders  substantially  all of the  "earnings  and  profits"
earned  by the companies as "Subchapter S" corporations remaining
as of the Balance Sheet Date.

          (iii)   Since the Balance Sheet Date there has been  no
damage,  destruction, or loss, whether covered  by  insurance  or
not,  materially  and  adversely  affecting  the  properties   or
business  of  Ace or any other event or condition materially  and
adversely affecting its business or property.

          (iv)   To the best of the knowledge of the Shareholders
there  is  no  material liability of any nature whatever  in  any
amount not reflected in the financial statements of Ace as at and
for the period ended the Balance Sheet Date, or the related notes
thereto, except for those incurred in connection with the  normal
and  ordinary course of business between the Balance  Sheet  Date
and the date hereof.

          (v)   Ace  has  filed with the appropriate governmental
agencies  all tax and other returns required to be filed  through
the  date  hereof, except that certain tax returns may  not  have
been filed as of the date hereof because of extensions of time to
file which have been granted.

          (vi)   All  federal  and  state  income,  profits   and
franchise  taxes and all federal and state sales, use, occupancy,
property,  excise or other taxes assessed or due  from  Ace  have
been  fully paid, or an adequate reserve therefor set up  on  the
books.

          (vii)  Adequate reserves have been established for  all
accounts  receivable of Ace and all such accounts receivable  are
subject  to  no  counterclaims  or  setoffs  and  are  good   and
collectible at the aggregate recorded amounts thereof,  less  the
amount of the existing reserve for doubtful accounts, as shown on
the books of Ace.

3.2    The   representations,   warranties   and   covenants   of
Shareholders  contained  in  this  Agreement  shall  survive  the
closing for a period of one (1) year.

3.3  Shareholders shall severally indemnify and hold harmless CTC
and  CTC  Subsidiary  in  respect to any damages  resulting  from
misrepresentations,  breach of warranties or  non-fulfillment  of
any  obligations  on  the  part of such Shareholders  under  this
Agreement, including reasonable attorney's fees.  Notwithstanding
the  foregoing,  no  claims  shall be  asserted  by  CTC  or  CTC
Subsidiary  until the aggregate of such unasserted claims  exceed
$50,000.   The indemnification shall take into consideration  any
tax  benefits  derived  by CTC or CTC Subsidiary.   CTC  and  CTC
Subsidiary shall not be entitled to rescission as a remedy.

4.   REPRESENTATIONS,  WARRANTIES  AND  COVENANTS  CTC  and   CTC
     SUBSIDIARY

4.1  CTC's and CTC Subsidiary's Representations and Warranties

     CTC  and  CTC  Subsidiary  and each  of  them,  jointly  and
severally  make the following representations and  warranties  to
the Shareholders as an inducement to enter into this Agreement:

(A)  Corporate

          (i)  CTC  and  CTC  Subsidiary  are  corporations  duly
organized, validly existing and in good standing under  the  laws
of  the  State  of  New York and each has the power  to  own  its
property and carry on its business as and where such business  is
now conducted.

          (ii) The authorized capital stock of CTC is  20,000,000
shares  of  Common  Stock, $.09 par value  per  share,  of  which
2,611,394 shares were issued and outstanding prior to the Merger,
and  5,000,000  shares of Preferred Stock,  $.01  par  value  per
share,  1,770 of which were issued and outstanding prior  to  the
Merger.

          (iii)  The  Shares  of CTC Common Stock  and  Preferred
Stock  to  be issued to the Shareholders pursuant to Section  1.5
hereof   will,  when  issued,  be  legally  and  validly   issued
securities, fully paid and non-assessable, and no holder of CTC's
Common  stock will have any pre-emptive right of subscription  or
purchase with respect to such shares of CTC Common Stock.

          (iv)  Each  of CTC and CTC Subsidiary has all requisite
corporate  power to enter into this Agreement and  to  consummate
the  transactions contemplated hereby. The necessary filings with
the  New York State Department of State required to complete  the
authorization  for the issuance of the CTC Common  and  Preferred
Stock  have  been  made and a true copy of such filing  has  been
delivered to the Shareholders.

          (v)  The  performance of this Agreement by CTC and  CTC
Subsidiary  will  comply  with all  relevant  law  and  will  not
conflict with, or result in a breach of, any of the terms of  any
agreement or instrument to which CTC or CTC Subsidiary is a party
or  by  which  either  may  be  bound  or  constitute  a  default
thereunder.

          (vi)  The execution, delivery and performance  of  this
Agreement by CTC and CTC Subsidiary have been duly authorized and
approved  by  all requisite action of CTC's and CTC  Subsidiary's
Boards of Directors and this Agreement has been duly executed and
delivered by CTC and CTC Subsidiary and constitutes the valid and
binding  obligation  of  CTC  and CTC Subsidiary  enforceable  in
accordance with its terms.

          (vii)  CTC  Subsidiary is a wholly owned subsidiary  of
CTC.

(B)  Property and Business

          (i)  The  Annual Report of CTC on Form 10 KSB  for  the
year ended December 31, 1996, copies of which have been delivered
to   the   Shareholders,  accurately  describes  the  properties,
business  and  capital structure of CTC as  at  their  respective
dates.

          (ii)  Neither  CTC nor CTC Subsidiary is prohibited  by
agreement  or law from carrying on its business substantially  on
the basis now conducted.

(C)  Financial

          (i)  The  financial statements of CTC included in  said
Annual  Report  on  Form  10  KSB fairly  present  the  financial
condition  of  CTC  at  the  dates thereof  and  the  results  of
operations for the periods indicated, and all of such  have  been
prepared   in  accordance  with  generally  accepted   accounting
principles, consistently applied.

          (ii)   Since  June 30, 1997, the latest  date  of  said
financial  statements, there has been no damage, destruction,  or
loss,  whether  covered  by  insurance  or  not,  materially  and
adversely  affecting the properties or business  of  CTC  or  any
other  event or condition materially and adversely affecting  the
business or property of CTC.

          (iii)  CTC  has filed with the appropriate governmental
agencies  all tax and other returns required to be  filed  by  it
through the date hereof, except that certain tax returns may  not
have  been  filed as of the date hereof because of extensions  of
time to file which have been granted.

          (iv)   There   is   no   suit  or  action   or   legal,
administrative, arbitration, or other proceeding or  governmental
investigation, pending, or so far as any officer or  director  of
CTC  knows,  or  has reasonable grounds for knowing,  threatened,
materially  affecting  the  business,  contractual  arrangements,
property  or  leasehold interests or which might  materially  and
adversely affect the financial condition or results of operations
of CTC or the conduct of its business.

          (v)  CTC  Subsidiary has had no business operations  to
date.

4.2  The representations, warranties and covenants of CTC and CTC
Subsidiary contained in this Agreement shall survive the  closing
for a period of one (1) year.


4.3   CTC  and CTC Subsidiary shall severally indemnify and  hold
harmless  Shareholders in respect to any damages  resulting  from
misrepresentations,  breach of warranties or  non-fulfillment  of
any  obligations on the part of CTC and CTC Subsidiary under this
Agreement, including reasonable attorney's fees.  Notwithstanding
the  foregoing, no claims shall be asserted by Shareholders until
the  aggregate  of  such unasserted claims exceed  $50,000.   The
indemnification  shall take into consideration any  tax  benefits
derived by Shareholders.   Shareholders shall not be entitled  to
recision as a remedy.

5.   ADDITIONAL  OBLIGATIONS TO BE PERFORMED BY THE  SHAREHOLDERS
     AT THE CLOSING.

5.1  To be Delivered by the Shareholders

     At  the Closing the Shareholders agree to do or cause to  be
done the following:

(A)  Resolutions of the Board of Directors

     The  Shareholders will deliver to CTC Subsidiary a certified
copy  of  the  resolutions  of the  Board  of  Directors  of  Ace
approving this Agreement, authorizing its execution and delivery,
and  authorizing  the  acts  of its  officers  and  employees  in
implementing and carrying out the terms hereof.

(B)  Investment Letters

     Each  of  the Shareholders will execute and deliver  to  CTC
Subsidiary  a  standard investment letter  relating  to  the  CTC
Common and Preferred Stock.

6.   CONDITIONS PRECEDENT TO CLOSING

6.1  Condition Precedent to Obligations of CTC and CTC Subsidiary

     Each  and every obligation of CTC and CTC Subsidiary  to  be
performed on, at, or prior to the Closing shall be subject to the
satisfaction  prior  to or concurrently with the  performance  of
such obligation, of the following conditions:

(A)  Stock Certificates

     There  shall  have  been tendered for  delivery  to  CTC  in
transferable form, certificates representing 100% of  the  issued
and outstanding shares of capital stock of Ace.

(B)  The Shareholders shall have Universal Medical Products, Inc.
and  Consolidated Disposables, Inc., both incorporated under  the
laws  of  the  State of  New York, merged into Ace prior  to,  or
simultaneously  with  the Closing Date.  Ace  will  continue  the
obligation  of  Consolidated Disposables, Inc. to pay  consulting
fees  to  Mrs. Guttmann and Mrs. Septimus at the rate of  $10,000
per month.

6.2. Conditions Precedent to the Shareholders' Obligations

     Each  and  every  obligation  of  the  Shareholders  to   be
performed on, at, or prior to the Closing shall be subject to the
satisfaction  prior  to or concurrently with the  performance  of
such obligation, of the following conditions:

(A)  Certificates of Resolutions

     There  shall be delivered to the Shareholders at the Closing
certified copies of the resolutions of the Boards of Directors of
CTC and CTC Subsidiary authorizing the execution and delivery  of
this  Agreement and authorizing the acts of the officers  of  CTC
and  CTC  Subsidiary in implementing and carrying out  the  terms
hereof.

(B)  Stock Certificates

There  shall  have been tendered for delivery to  the  respective
Shareholders  the shares of CTC Common Stock and Preferred  Stock
to  which each Selling Shareholder is entitled at the Closing  as
herein provided in exchange for his Ace Shares.

(C)  Other Matters

     Such  other  matters  incidental to the  transaction  herein
contemplated as the Shareholders and their counsel may reasonably
request.

7.   INVESTMENT UNDERTAKING

7.1  Restricted Stock Legend

     All  shares  of CTC Common Stock and Preferred Stock  to  be
issued  and delivered pursuant to Section 1.5 shall bear a legend
to the following effect:

     "The  shares represented by this Certificate have  not  been
registered under the Securities Act of 1933. The shares have been
acquired  for investment and not with a view to, or for  sale  in
connection  with, any distribution thereof within the meaning  of
the  Securities  Act  of  1933, as amended,  and  the  Rules  and
Regulations of the Securities and Exchange Commission and may not
be  sold, transferred, or otherwise disposed of in the absence of
(i)  an  effective Registration Statement with  respect  to  such
shares under said Act; (ii) an opinion of counsel satisfactory to
the  issuer that such registration is not required; or (iii)  the
receipt by the issuer of a 'no action letter' from the Securities
and  Exchange Commission with respect to any such sale,  transfer
or disposition."

8.   MISCELLANEOUS PROVISIONS

8.1  Notices

     All notices, demands or requests required or permitted under
this  Agreement shall be in writing and shall be deemed  to  have
been given when delivered personally against receipt therefor  or
when mailed registered or certified mail, postage prepaid, return
receipt requested, as follows:


(a)  To CTC, CTC Subsidiary and Ace:

     Creative Technologies Corp.
     170 53rd Street
     Brooklyn, New York


(b)  To the Shareholders

     David Guttmann
     170 53rd Street
     Brooklyn, New York

     A copy of all communications sent to CTC, CTC Subsidiary and
Ace shall be sent by ordinary mail to its counsel,

     David Selengut, Esq.
     c/o Bernstein & Wasserman, LLP
     950 Third Avenue, 10th Floor
     New York, New York 10022

     A  copy of all communications sent to the Shareholders shall
be sent by ordinary mail to their counsel,

     Oscar D. Folger, Esq.
     521 Fifth Avenue
     New York, New York 10175

     Any party may change his or its address or designated person
by notice given in the manner hereinabove provided.
8.2  Headings

     The  headings  of the articles, sections and  paragraphs  of
this Agreement are inserted for convenience of reference only and
shall not constitute a part hereof.

8.3  Schedules

     All  schedules  referred  to  in  this  Agreement  as  being
attached  hereto are incorporated in this Agreement by  reference
and made a part hereof.

8.4   Assignability

     This Agreement shall not be assignable by the Shareholders.

8.5  Entire Agreement

     This  Agreement, together with the related agreements herein
described,  contains  the  entire understanding  of  the  parties
hereto  with respect to the subject matter herein. There  are  no
restrictions,  promises,  warranties, covenants  or  undertakings
other than those expressly set forth herein.

8.6  Amendment or Waiver

     No  amendment  of this Agreement or waiver  of  any  of  its
provisions shall be effective against any party to this Agreement
unless reduced in writing and signed by such party. The waiver by
any  party of any right hereunder or of any breach of any of  the
terms  hereof  or any defaults hereunder shall not  be  deemed  a
waiver  of any other rights or any subsequent breach or  default,
whether of the same or of a similar nature, and shall not in  any
way affect the terms hereof except to the extent of such waiver.

8.7  Governing Law

     This  Agreement  shall  be governed  by  and  construed  and
enforced in accordance with the laws of the State of New York.

8.8  Binding Effect

     This Agreement shall be binding upon and shall enure to  the
benefit   of   the   parties  hereto,  their   respective   legal
representatives,  successors and to the extent  herein  permitted
assigns.


          IN  WITNESS  WHEREOF, each of the  parties  hereto  has
executed this Agreement the day and year first above written,


Corporate Seal           CREATIVE TECHNOLOGIES CORP.


ATTEST:s/David Selengut                 By: Richard Helfman
Secretary



Corporate Seal           CTC ACQUISITION CORP.


ATTEST:s/David Selengut                  By:s/Richard Helfman
Secretary                                 President
                    



Corporate Seal                      ACE SURGICAL SUPPLY CO., INC.


ATTEST:s/David Guttmann                  By:s/Lala Bessler
Secretary
President




Shareholders:

s/David Guttmann                                 s/Barry Septimus   
David Guttmann                                    Barry Septimus