DISTRIBUTION AGREEMENT

This Distribution Agreement is entered between Creative Technologies Corp., 
170 53rd Street, Brooklyn, New York 11232 (Distributor) and Soehnle-Waagen 
GmbH & Co., Fornsbacher Strasse 27-35, D-71540 Murrhardt, Germany 
(Manufacturer), effective as of October 1, 1996.
	1.	Appointment
	`	a)	Manufacturer hereby appoints Distributor as the exclusive distributor 
of	Manufacturers Products in the U.S.A., its territories and possessions, 			
	and Canada (The Territory) for the Period set forth hereinafter.
	
	2.	Products
		a)	Products included in thie Agreement include all Bathroom Scales for 		
		private use and other items as may be mutually agreed upon, including 			
	any new products of above range developed.....

	3.	Price, Terms of Sale, Purchase Commitments, Terms of Payment
		a)	Manufacturer will sell the Products to the Distributor in 				
		accordance with prices, items and conditions set forth in a 				
		mutually agreed upon price list (Price List).

		b)	Prices set forth in the Price List shall be firm for 12 months unless 		
		changed by mutual agreement.

	4.	Distributors General Responsibilities 

		a)	Distributor will use its reasonable best efforts to promote, sell and 		
			distribute the Products effectively within the Territory.

		b)	During the term of this Agreement, Distributor shall not distribute, 		
			manufacture, develop or occupy itself in any other way, directly or  		
		indirectly, with goods of a nature competitive with the Products in or 			
	outside the Territory, without prior written consent from Manufacturer.

	5.	Manufacturers General Responsibilties

		a)	Manufacturer will refer to Distributor any purchasing inquiries 			
		within Territory for the Products designated, and Distributor will 			
		refer to Manufacturer recommendations for improvements to the  			
		Products.

		b)	Manufacturer will make available to Distributor the necessary 			
		operating instructions, manuals, and technical information as is 				
	needed in order for Distributor and its representatives to be fully 				
	familiar with the Products, their operations and benefits.

	6.	Term & Termination
		a)	The initial term of this agreement shall terminate December 31, 1997.  		
		Prior to the termination of this agreement, the parties will in good 			
		faith enter into a five year extention to this exclusive Distribution 			
		Agreement which will contain, among other terms, minimum 				
	purchase obligations and penalties for early termination.

		b) 	Should this Agreement be terminated, Manufacturer shall have 			
		the option of repurchasing any existing inventory of the Products 			
		from Distributor at the then prevalent existing prices in the 				
		Price List.  Manufacturer will pay for the cost of shipping to any 			
		location requested by Manufacturer.  Alternately, Manufacturer, in 			
	its sole discretion, can permit Distributor to continue its sale of its 				
	then-existing inventory of Products during a sell-out period, whose 			
	length shall be determined based upon the amount of Products 				
	sold within the year preceding the termination.

		c)	After termination of this agreement, Distributor shall 				
		remain empowered to complete all current orders at the time of the 			
	termination.  Manufacturer shall assist Distributor in completing 				
	such orders.  Furthermore, Distributor shall have the right after 				
	termination of this Agreement with respect to Product which 				
	Manufacturer has not repurchased, to sell the Product, subject to 				
	the otherwise relevant provisions of this Agreement.

	7.	Trademarks
		a)	Distributor will use Manufacturers trademarks in advertising and 		
			selling of the Products and only in accordance with approved 			
		method of use of the marks.	
		
		b)	This Agreement does not give distributor any rights to change 			
		the labeling of any products nor change in the logo, trademark, 				
	tradename, copyright, or contents of any Product purchased 				
	hereunder.

		c)	The granting of this Agreement and the use of Manufacturers 			
		marks does not create a relationship of agency between 					
	Manufacturer and Distributor and no authority is given to the 				
	Distributor to bind Manufacturer in any manner.

	8.	Notices
		All notices herein provided for, or which may be given by in connection 			
	with this Agreement, shall be in writing.  Notices given by Manufacturer 			
	shall be addressed and forwarded by registered mail - return receipt 			
	requested, facsimile with proof of receipt of transmission or personally to:
					Richard Helfman
					Creative Technologies Corp.
					170 53rd Street
					Brooklyn, NY 11232
					USA
	
		or at such other address as Manufacturer by written notice to Distributor 			
	shall have specified for that purpose.  Notices given by Distributor shall 			
	be addressed and forwarded by registered mail - return receipt requested, 
facsimile with proof of receipt of transmission or personally to:

					Albrecht Munz
					Soehnle-Waagen GmnH & Co.
					GmbH Fornsbacher Strasse 27-35
					D-71540 Murrhardt
					Germany
		or to such designated party, or at such other address as Distributor by 			
	written notice to Manufacturer shall have specified for that purpose.


	10.	Miscellaneous
		a) 	Neither party shall be liable to the other for any delay or failure of 		
			performance not caused by the acts of such party, and resulting 			
		from strikes, lock-outs, inability to procure goods, acts of God, or 			
		any other cause beyond the reasonable control of such party.

		b)	This agreement may not be assigned by either party, except, with 		
			the prior written consent of the party.

		c)	All claims or controversies arising out of or relating to the 			
			Agreement shall be settled by arbitration.  Within thirty (30) days 		
			of a demand for arbitration, each party shall select one arbitrator 		
			and the arbitrators shall select a third arbitrator. The arbitration shall
 be in 	accordance with the rules of the International Chamber of 				
		Commerce and conducted in English.  If Manufacturer requests 				
	arbitration, the arbitration shall be held in USA.  If Distributor request 			
	arbitration, the arbitration shall be held in Germany.  The 					
	arbitration award may be entered in any court of competent 				
	jurisdiction and enforced as any other judgement, decree 					
	or order of such court.

		d)	This Agreement constitutes the entire agreement between the 			
		parties and may only be changed or amended in a writing signed 			
		by both parties.  Statements in orders and shipping documents 				
	may supplement this Agreement, but may not change the terms of 			
	this Agreement.

		e)	This Agreement shall be governed by the laws of the Federal Republic of 	
			Germany.
						CREATIVE TECHNOLOGIES CORP.
					By:	__________________________
					Name:	__________________________
					Title:	__________________________
			Date:	_________
						SOEHNLE-WAAGEN GMBH & CO.
					By:	__________________________
					Name:	__________________________
					Title:	__________________________