<PAGE> 1 (Exhibit 1.3)
                             STOCK PURCHASE AGREEMENT

	STOCK PURCHASE AGREEMENT ("Agreement"), dated as of December
31, 2001 by and between CREATIVE TECHNOLOGIES HOLDINGS, INC., a
Nevada corporation ("SELLER"), and APEX CONSULTING, INC., a St.
Vincent, West Indies corporation ("PURCHASER").


                                   WITNESSETH:

      WHEREAS, SELLER desires to sell 2,579,377  shares of its
common stock, $0.001 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 $257,937.78 ("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 100,000,000 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
            September 30, 2001 and reviewed current financial
            statements.  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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      (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:

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<PAGE> 5

      (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:
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<PAGE> 6
              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.

              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.

                                   -6-
<PAGE> 7

     (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 December 31,
2001, at St. Vincent, West Indies, 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.

                                   -7-
<PAGE> 8

                                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.

     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.

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     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.

     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.

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<PAGE> 10

     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 December 31,
2001.


                                   CREATIVE TECHNOLOGIES HOLDINGS, INC.


                                   By: _______________________________
                                        Chris Albornoz
                                        President

(signatures continued on next page)

                                   -10-
<PAGE> 11




                                    APEX CONSULTING, INC.


                                    By: _______________________________
                                          Nenita Roses
                                          President
                                    Address:  Blue Caribbean Building
                                              16 South River Road St.
                                              St. Vincent, West Indies

     I, Nenita Roses, solemnly and sincerely declare that I have
entered into this Stock Purchase Agreement on behalf of Apex
Consulting, Inc., 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 31st day of December,
2001.

                                    ____________________________
                                    Nenita Roses

     On this 31st day of December in the year 2001 before me,
___________________________, a justice, notary, commissioner or
other person authorized, personally appeared Nenita Roses, proved
to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that she executed the same in
her authorized capacity, and that by her signature on the
instrument, the person or the entity upon behalf of which the
person acted, executed the instrument.

     Declared at _____________________, this 31st day of December,
2001.

     Before me

     _____________________________
     [Signature and designation]
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