<PAGE> 1 (Exhibit 1.1)
                           STOCK PURCHASE AGREEMENT

     STOCK PURCHASE AGREEMENT ("Agreement"), dated as of September 28, 2001
by and between CREATIVE TECHNOLOGIES HOLDINGS, INC., a Nevada corporation
("SELLER"), and NETSAT HOLDINGS, LTD., a foreign corporation (hereinafter
individually and collectively "PURCHASER").

                                  WITNESSETH

     WHEREAS, SELLER desires to sell One Million Six Hundred Thousand
(1,600,000) shares of its common stock, $.001 par value per share (the
"Shares") to PURCHASER on the terms and conditions set forth in this
Agreement; and

     WHEREAS, PURCHASER desires to buy the Shares on the terms and
conditions set forth herein;

     NOW THEREFORE, in consideration of the promises and respective mutual
agreements herein contained, it is agreed by and between the parties hereto
as follows:

                                   ARTICLE 1
                        SALE AND PURCHASE OF THE SHARES

     1.1    Sale of the Share.  Upon the execution of this Agreement as
provided in Section 3.1 hereto (the "Closing"), SELLER shall sell to PURCHASER
and PURCHASER shall purchase from SELLER, the Shares. Concurrently, SELLER
shall issue and deliver a certificate or certificates representing the Shares
to PURCHASER.

	1.2    Consideration and Payment for the Shares. In consideration for
the sale and issuance of the Shares, PURCHASER shall pay a purchase price in
the form of a cancellation of indebtedness equal to $0.96 per share owed to
PURCHASER, for the total purchase price of $1,537,242 ("Purchase Price").

                                   ARTICLE 2
             REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER

     2.1  Representations and Warranties.  The SELLER hereby represents and
warrants that:

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     (a)  SELLER is a corporation duly incorporated, validly existing and,
          at the closing, in good standing under the laws of the State of
          Nevada and has the corporate power and authority to own or lease
          its properties and to carry on business as now being conducted.

     (b)  At the closing, the authorized capital stock of SELLER shall
          consist of 25,000,000 shares of $0.001 par value common stock, of
          which not to exceed 12,600,000 shares of common stock are issued and
          outstanding.  All said shares are validly issued, fully paid and
          non-assessable.

     (c)  SELLER has, or prior to the closing, will furnish to Shareholder
          audited financial statements as of December 31, 2000.  All of said
          financial statements, (i) are in accordance with SELLER's books and
          records, (ii) present fairly and financial position of SELLER as of
          such dates, and its results of operations and changes in financial
          position for the respective periods indicated, (iii) have been
          prepared in conformity with generally accepted accounting principles
          applied on a consistent basis, and (iv) consistent with prior
          business practice, contain adequate reserves for all known or
          contingent liabilities, losses and refunds with respect to
          services or products already rendered or sold.

     (d)  From the date of the Financial Statements to the Closing Date,
          there has been no material change in the properties, assets,
          liabilities, financial condition, business, operations, affairs or
          prospects of SELLER from that set forth or reflected in the Financial
          Statements, other than changes in the ordinary course of business,
          none of which have been, either in any case or in the aggregate,
          materially adverse.

     (e)  SELLER has the power to enter into this Agreement, and this
          Agreement, when duly executed and delivered, will constitute the
          valid and binding obligation of SELLER.  This Agreement constitutes
          the legal, valid and binding obligation of SELLER enforceable in
          accordance with its terms.

     (f)  The execution and delivery by SELLER of this Agreement and the
          consummation of the transaction herein contemplated, (i) will not
          conflict with, or result in a breach of the terms of, or constitute
          any default under or violation of, any law or regulation of any
          governmental authority, or the Articles of Incorporation or By-Laws
          of SELLER, or any material agreement or instrument to which SELLER is
          a party or by which it is bound or is subject; (ii) nor will it give
          to others any interest or rights, including rights of termination,
          acceleration or cancellation, in or with respect to any of the
          properties, assets, agreements, leases, or business of SELLER.

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     (g)  The records of meetings and other corporate actions of SELLER
          (including any committees of the Board) which are contained in the
          Minute Books of SELLER contain complete and accurate records of the
          matters reflected in such minutes.

     (h)  SELLER is not a party to, and there are not any claims, actions,
          suits, investigations or proceedings pending or threatened against
          SELLER or its business, at law or in equity, or before or by any
          governmental department, commission, board, bureau, agency, or
          instrumentality, domestic or foreign, which if determined adversely
          would have a material effect on the business or financial condition
          of SELLER or the ability of SELLER to carry on its business.  The
          consummation of the transactions herein contemplated will not
          conflict with or result in the breach or violation of any judgment,
          order, writ, injunction or decree of any court or governmental
          department, commission, board, bureau, agency or instrumentality,
          domestic or foreign.

     (i)  SELLER has taken reasonable care to ensure that all disclosures and
          facts are true and accurate, and that there are no other material
          facts, the omission of which would make misleading any statement
          herein. Further, to the best of SELLER's knowledge, no
          representation, warranty or agreement made by SELLER in this
          agreement or any of the Schedules or any other Exhibits hereto and
          no statement made in the Schedules or any such Exhibit, list,
          certificate or schedule or other instrument or disclosure furnished
          by them in connection with the transactions herein contemplated
          contains, or will contain, any untrue statement of a material fact
          necessary to make any statement, representation, warranty or
          agreement not misleading.

     (j)  Prior to Closing, the SELLER shall have prepared such documents
          required to qualify the issuance of the Shares in accordance with
          Regulation S, promulgated under the Securities Act of 1933, as
          amended, and shall have taken all other necessary action and
          proceedings as may be required and permitted by applicable law, rule
          and regulation for the legal and valid issuance of the Shares to the
          PURCHASER or subsequent holders. The SELLER represents and
          warrants that the Shares may be issued as securities without
          restrictive legend or other restriction on transfer pursuant to
          Regulation S.  The SELLER is relying upon the truth and accuracy of
          the representations, warranties, agreements, acknowledgments and
          understandings of PURCHASER set forth herein in order to determine
          the applicability of such exemptions and the suitability of
          PURCHASER to acquire the Shares.

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	2.2  Representations and Warranties.  The PURCHASER hereby represents
and warrants that:

     (a)  The PURCHASER has full right, power and authority to enter into
          this Agreement and to carry out and consummate the transaction
          contemplated herein This Agreement constitutes the legal, valid
          and binding obligation of PURCHASER.

     (b)  The Purchaser has been given the opportunity to ask questions of
          and to receive answers from persons acting on each of the SELLERS'
          behalf concerning the terms and conditions of this transaction and
          also has been given the opportunity to obtain any additional
          information which each of the SELLERS' possess or can acquire
          without unreasonable effort or expense. As a result PURCHASER is
          cognizant of the financial condition, capitalization, use of
          proceeds from this financing and the operations and financial
          condition of SELLER has available full information concerning their
          affairs and has been able to evaluate the merits and risks of the
          investment in the Shares; and

     (c) The Purchaser agrees:

	i.  All offers and sales of the securities prior to the
          expiration of the distribution compliance period of Regulation S
          (Rule 901 and 905, and Preliminary Notes) shall have offering
          restrictions imposed;

	ii. The offer or sale, if made prior to the expiration of a one-
          year distribution compliance period, is not made to a U.S. person
          or for the account or benefit of a U.S. person; and

     iii. The offer or sale, if made prior to the expiration of a
          one-year distribution compliance period, will be made pursuant to
          the following conditions:

          1.   The purchaser of the securities (other than a
               distributor) certifies that it is not a U.S. person and is
               not acquiring the securities for the account or benefit of
               any U.S. person or is a U.S. person who purchased securities
               in a transaction that did not require registration under the
               Act.
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          2.   The purchaser of the securities agrees to resell such
               securities only in accordance with the provisions of
               Regulation S (Rule 901 through Rule 905, and Preliminary
               Notes), pursuant to registration under the Act, or pursuant
               to an available exemption from registration; and agrees not
               to engage in hedging transactions with regard to such
               securities unless in compliance with the Act;

          3.   The securities of the Seller contain a legend to the
               effect that transfer is prohibited except in accordance with
               the provisions of Regulation S (Rule 901 through Rule 905,
               and Preliminary Notes), pursuant to registration under the
               Act, or pursuant to an available exemption from registration;
               and that hedging transactions involving those securities may
               not be conducted unless in compliance with the Act; and

          4.   The Company is required, either by contract or a provision
               in its bylaws, articles, charter or comparable document, to
               refuse to register any transfer of securities not made in
               accordance with the provisions of Regulation S (Rule 901
               through Rule 905, and Preliminary Notes) pursuant to
               registration under the Act, or pursuant to an available
               exemption from registration; provided, however, that if the
               securities are in bearer form or foreign law prevents the
               Seller from refusing to register securities transfers, other
               reasonable procedures are implemented to prevent any
               transfer of the securities not made in accordance with the
               provisions of this Regulation S.

     (d)  For offers and sales of equity securities of domestic issuers, not
          to engage in hedging transactions with regard to such securities
          prior to the expiration of the distribution compliance period
          specified in (a) above, unless in compliance with the Act.

                                   ARTICLE 3
                       CLOSING AND DELIVERY OF DOCUMENTS

	3.1   Closing. The Closing shall take place on September 28, 2000, at
2402 Bank of America Tower, 15 Harcourt Road, Central Hong Kong, or at such
other time or place outside of the United States of America as the parties
may agree.  Subsequent to the signing and at the Closing, the following shall
deem to occur as a single integrated transaction:

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     (a)  SELLER shall deliver or cause its transfer agent to deliver to the
          PURCHASER the stock certificate required by Section 1.1.

     (b)  SELLER shall deliver, or cause to be delivered, to the PURCHASER
          such instruments, documents and certificates as are required to be
          delivered by SELLER or its representatives pursuant to the
          provisions of this Agreement.

     (c)  The PURCHASER shall deliver, or cause to be delivered, to SELLER
          such instruments, documents and certificates as are required to be
          delivered by the PURCHASER or its representatives to reflect the
          cancellation of indebtedness pursuant to the provisions of this
          Agreement and to reflect the reduction of the obligation owed by
          SELLER to PURCHASER.

                                    ARTICLE 4
                                   TERMINATION

	4.1    Termination.  Notwithstanding anything to the contrary contained
in this Agreement, this Agreement may be terminated and the transactions
contemplated hereby may be abandoned at any time prior to delivery of the
Purchase Price solely by the mutual consent of all of the parties.

                                    ARTICLE 5
                                  MISCELLANEOUS

     5.1   Partial Invalidity.  If any term or provision of this Agreement or
the application thereof to any person or circumstances shall, to any extent,
be invalid or unenforceable" the remainder of this Agreement or the
application of such term or provision to persons or circumstances other than
those to which it is held invalid or unenforceable, shall not be affected
thereby, and each such term and provision of this Agreement shall be valid and
be enforced to the fullest extent permitted by law.

     5.2   Waiver.  No waiver of any breach of any covenant or provision
herein contained shall be deemed a waiver of any preceding or succeeding breach
thereof, or of any other covenant or provision herein contained. No extension
of time for performance of any obligation or act shall be deemed and extension
of the time for performance of any other obligation or act.

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     5.3.  Notices.  All notices or other communications required or
permitted hereunder shall be in writing, and shall be sent by registered or
certified mail, postage prepaid, return receipt requested, and shall be deemed
received upon mailing to the addresses set forth on the signature page.  Notice
of change of address shall be given by written notice in the manner detailed in
this subparagraph 5.3.

     5.4   Binding Effect.  This Agreement shall be binding upon and shall
inure to the benefit of the permitted successors and assigns of the parties
hereto.

     5.5   Attorneys' Fees.  In the event of the bringing of any action or
suit by a party hereto against another party here- under by reason of any
breach of any of the covenants, agreements or provisions on the part of the
other party arising out of this Agreement, then in that event the prevailing
party shall be entitled to have and recover of and from the other party all
costs and expenses of the action or suit, including actual attorney's fees,
accounting fees, and other professional fees resulting therefrom.

     5.6   Entire Agreement.  This Agreement is the final expression of, and
contains the entire agreement between, the parties with respect to the
subject matter hereof and supersedes all prior understandings with respect
thereto. This Agreement may not be modified, changed, supplemented or
terminated, nor may any obligations hereunder be waived, except by written
instrument signed by the party to be charged or by his agent duly authorized
in writing or as otherwise expressly permitted herein. The parties do not
intend to confer any benefit hereunder on any person, firm or corporation
other than the parties hereto.

	5.7   Time is of the Essence.  The parties hereby acknowledge and
agree that time is strictly of the essence with respect to each and every
term, condition, obligation and provision hereof and that failure to timely
perform any of the terms, conditions, obligations or provisions hereof by
either party shall constitute a material breach of and non-curable (but
waivable) default under this Agreement by the party so failing to perform.

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	5.8   Headings.  Headings at the beginning of each paragraph are
solely for the convenience of the parties and are not a part of the
Agreement. Whenever required by the context of this Agreement, the singular
shall include the plural and the masculine shall include the feminine.
This Agreement shall not be construed as if it had been prepared by one of
the parties, but rather as if both parties had prepared the same. Unless
otherwise indicated, all references to paragraphs and subparagraphs are to
this Agreement.  In the event the date on which any party is required to
take any action under the terms of this Agreement is not a business day,
the action shall be taken on the next succeeding day.

	5.9   Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which taken
together shall constitute one instrument.

	5.10  Choice of Law.  The parties hereto expressly agree that this
Agreement shall be governed by, interpreted under, and construed and
enforced in accordance with the laws of the Nevada.

	IN WITNESS WHEREOF, the parties hereto have executed this Agreement and
deemed it executed and delivered on September 28, 2001.


                                    CREATIVE TECHNOLOGIES HOLDINGS, INC.



                                    By: _______________________________
                                        Chris Albornoz
                                        President

(continued on next page)

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                                    NETSAT HOLDINGS, LTD.


                                    By: _______________________________
                                                Allan Montebon
                                    Address:    Wickhams Cay 1
                                                P.O. Box 362
                                                Road Town, Tortola
                                                British Virgin Islands


     I, Allan Montebon, solemnly and sincerely declare that I have entered
into this Stock Purchase Agreement on behalf of Netsat Holdings, Ltd., and
I make this solemn declaration conscientiously believing the same to be true
and by virtue of the Oaths and Declarations Ordinance.

     Declare at __________, this 28th day of September, 2001.


                                              ______________________
                                               Allan Montebon

     On this 28th day of September in the year 2001 before me,
__________________________, a justice, notary, commissioner or other
person authorized, personally appeared Allan Montebon, proved to me to be the
person whose name is subscribed to the within instrument and acknowledged to
me that he executed the same in his authorized capacity, and that by his
signature on the instrument, the person or the entity upon behalf of which
the person acted, executed the instrument.

     Declared at _________________, this 28th day of September, 2001.

     Before me

     _____________________________
     [Signature and designation]

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