<PAGE> 1 (Exhibit 1.2)
                           STOCK PURCHASE AGREEMENT

     STOCK PURCHASE AGREEMENT ("Agreement"), dated as of September 30,
2001 by and between CREATIVE TECHNOLOGIES HOLDINGS, INC., a Nevada
corporation ("SELLER"), and RIDGEWAY COMMERCIAL VENTURES, LTD., a Belize
corporation ("PURCHASER").

     WITNESSETH:

     WHEREAS, SELLER desires to sell Seven Million Eight Hundred Fifty
Thousand (7,850,000) 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 $0.10 per
share owed to PURCHASER, for the total purchase price of $785,000.00
("Purchase Price").

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                                 ARTICLE 2
            REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER

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

     (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.

     (c)  SELLER has, or prior to the closing, will furnish to
          Purchaser 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.

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<PAGE>  3

     (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.

     (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.

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     (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.

	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.
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<PAGE>  5

     (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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<PAGE>  6
               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.

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<PAGE>  7
                                     ARTICLE 3
                            CLOSING AND DELIVERY OF DOCUMENTS

     3.1  Closing. The Closing shall take place on September 30, 2001,
at Belize, or Costa Rica, 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:

     (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.

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<PAGE>  8
                                       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.

     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.

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<PAGE>  9

     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.

     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 as of September 30, 2001.


                                    CREATIVE TECHNOLOGIES HOLDINGS, INC.


                                    By: _______________________________
                                          Chris Albornoz
                                          President
(signatures continued on next page)

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<PAGE>  10

                                    RIDGEWAY COMMERCIAL VENTURES, LIMITED


                                    By: _______________________________
                                         Raul Rolan Dysangco Cubillas
                                    Address:    60 Market Square
                                                P.O. Box 634
                                                Belize City, Belize

     I, Raul Rolan Dysangco Cubillas, solemnly and sincerely declare
that I have entered into this Stock Purchase Agreement on behalf of
Ridgeway Commercial Ventures, Limited, 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 30th day of September, 2001.


                                   _______________________________
                                      Raul Rolan Dysangco Cubillas

     On this 30th day of September in the year 2001 before me,
__________________________, a justice, notary, commissioner or other
person authorized, personally appeared Raul Rolan Dysangco Cubillas,
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 30th day of September,
2001.

     Before me

     _____________________________
     [Signature and designation]
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