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Exhibit 10.12








                                 AMENDMENT NO. 1


                          Dated as of October 25, 2002


                                       TO


                           STOCK  PURCHASE  AGREEMENT

                                 BY AND BETWEEN

                               PICK-UPS PLUS, INC.
                            (a Delaware Corporation)

                                       AND

                              PUPS INVESTMENT, LLC
                      (a Florida Limited Liability Company)

                           Dated as of March 14, 2002

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                                 AMENDMENT NO. 1
                                       TO
                            STOCK PURCHASE AGREEMENT


          AMENDMENT  NO.  1  (this  "Amendment") to the Stock Purchase Agreement
dated  as  of  March  14,  2002,  by and between Pick-Ups Plus, Inc., a Delaware
corporation  and  PUPS Investment, LLC, a Florida limited liability company (the
"Agreement").  Capitalized terms used in this Amendment without definition shall
have  the  meanings  given  to  them  in  the  Agreement.

          WHEREAS,  pursuant  to  the Agreement, the Company agreed to issue and
sell  to Investor, and Investor agreed to purchase from the Company an aggregate
of  Five  Hundred  Thousand  and  00/100  Dollars ($500,000.00) of the Company's
Common  Stock (the "Shares"), from time to time in accordance with a schedule of
purchases  and  sales  set  forth  in  Exhibit  B  to  the  Agreement;

WHEREAS,  Investor is not in full compliance with Paragraph 2.1 of the Agreement
with  respect  to  the purchase of Shares in the aggregate amount of Two Hundred
Thousand  and  00/100  Dollars  ($200,000.00);

WHEREAS,  pursuant  to Paragraph 2.2 of the Agreement, Investor has an option to
purchase  from the Company, up to an additional Five Hundred Thousand and 00/100
Dollars  ($500,000.00)  of  the  Company's  Common Stock at a per share exercise
price  of  03/100  Dollars  ($0.03)  on  or  before  December  31,  2002;

WHEREAS,  Investor  and/or  its  agent  ("Agent") have performed significant and
valuable  services to the Company, without compensation, since February 1, 2002;

WHEREAS,  pursuant  to  Paragraphs  8.3  and  8.8  of the Agreement, the Company
desires  to  (i)  waive  Investor's  non-compliance  with  Paragraph  2.1 of the
Agreement,  and  (ii)  (a)  to  amend  the  Agreement to extend the time for the
purchase  of  shares under Paragraph 2.1 of the Agreement, and (b) to extend the
expiration  date  of  the  optional  purchase  right  under Paragraph 2.2 of the
Agreement,  upon  the  terms  and  conditions  hereinafter  set  forth;

     WHEREAS, the Board of Directors of the Company has determined that it is in
the  best  interests of the Company's stockholders for the Company to enter into
the  transactions  contemplated by this Agreement, upon the terms and subject to
the  conditions  set  forth  herein;  and

     WHEREAS,  the  Board  of Directors of the Company has, in light of and upon
the  terms  and  subject to the conditions set forth herein, resolved to approve
and  adopt  this  Agreement  and  the  transactions  contemplated  hereby;

     NOW,  THEREFORE,  in  consideration of the foregoing premises, the services
Investor  and/or  Agent  has  provided to the Company without compensation since
February  1,  2002,  and  the  agreements  herein contained, and intending to be
legally  bound  hereby,  the  parties  hereto  agree  as  follows:

                                   ARTICLE II

                           SALE AND PURCHASE OF SHARES

     Paragraphs  2.1  and  2.2  of  the Agreement are hereby amended as follows:

     2.1     Sale  and Purchase of Shares.  On the basis of the representations,
warranties  and  agreements  contained  herein,  and  subject  to  the terms and
conditions  hereof,  the  Company  agrees  to  issue  and  sell to Investor, and
Investor  agrees  to  purchase from the Company, from time to time in accordance
with  the schedule of purchases and sales set forth on amended Exhibit B hereto,
an  aggregate  of  Two  Hundred Thousand and 00/100 Dollars ($200,000.00) of the
Company's  Common  Stock.  The  number of Shares to be purchased by Investor and
the  purchase  price per Share to be paid by Investor is as set forth on amended
Exhibit  B  hereto.

     2.2     Optional  Purchase of Future Shares.  Commencing on the date hereof
for the period up to or before December 31, 2003, Investor shall have the right,
but  shall not be obligated to, from time to time, purchase from the Company, up
to  an  additional Five Hundred Thousand and 00/100 Dollars ($500,000.00) of the
Company's  Common Stock (the "Future Shares").  In the event that Investor, upon
the  terms  and  conditions  contained  herein,  exercises its right to purchase
Future Shares, the Company hereby agrees to issue Future Shares to Investor at a
per  share  price  of 03/100 Dollars ($0.03).  Investor agrees at no time during
the  option  period  will  he  purchase  or hold more than 9.9% of the company's
common  stock





                            [Signature page follows.]

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IN  WITNESS  WHEREOF,  each  of  the  Company  and  the Investor has caused this
Amendment  to  the  Agreement  to be executed by their respective representative
duly  authorized,  all  as  of  the  date  first  above  written.

          The Company:
          PICK-UPS PLUS, INC.


             /s/ Sean Fitzgerald
     By:     ______________________________________
          Sean Fitzgerald, Its President



          Investor:
          PUPS INVESTMENT, LLC


             /s/ William Angell
     By:     ______________________________________
          William Angell, Its Managing Member


<PAGE>



SPA - Amendment No. 1.doc
     Exhibit B of the Agreement is hereby amended as follows:



                                    EXHIBIT B
                           TO STOCK PURCHASE AGREEMENT
                           DATED AS OF MARCH 14, 2002



                 SCHEDULE OF STOCK PURCHASES AND PURCHASE PRICES

<TABLE>
<CAPTION>

   DATE OF PURCHASES     AGGREGATE PURCHASE PRICE     NUMBER OF SHARES     PRICE
                                                                         PER SHARE
<S>                      <C>                              <C>              <C>

Closing Date              $150,000 (1)                   7,500,000     $.02

March 15, 2002             $50,000                       2,000,000     $.025

March 31, 2002            $100,000                       4,000,000     $.025

April 15, 2003             $50,000                       2,000,000     $.025

April 30, 2003            $100,000                       4,000,000     $.025

May 15, 2003               $50,000                       2,000,000     $.025

TOTALS                    $500,000                      21,500,000           -

</TABLE>

_______
1   Prior  to the Closing Date of this Agreement, various loans in the aggregate
amount of One Hundred Twenty Five Thousand and 00/100 Dollars ($125,000.00) were
made  to  the  Company  between  January  29, 2002 and March 13, 2002.  Upon the
execution of this Agreement, such loans shall terminate and all such funds shall
represent  a prepayment on the Aggregate Purchase Price due on the Closing Date.


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