EXHIBIT 10.12


          STOCK PURCHASE AGREEMENT ENTERED INTO ON OCTOBER 12, 1999 AND
                  DATED AS OF JUNE 30, 1999 AMONG THE COMPANY,
                    BRIAN HINTERGARDT AND MAURICE LATHOUWERS

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                            STOCK PURCHASE AGREEMENT


         This STOCK PURCHASE  AGREEMENT (the  "Agreement")  dated as of June 30,
1999,  by and among  Computer  Marketplace,  Inc., a Delaware  corporation  (the
"Seller"), Brian Hintergardt, an individual residing at 20215 Eyota Court, Apple
Valley,  CA  92308  ("Hintergardt"),  and  Maurice  Lathouwers,  and  individual
residing  at 6271  Monita  Street,  Long  Beach,  CA  90803  ("Lathouwers"  with
Hintergardt, the "Purchasers", and individually each a "Purchaser").

                                R E C I T A L S:

         WHEREAS,  the Seller is the owner of two million five hundred  thousand
(2,500,000)  shares (the  "Shares") of Common Stock,  par value $.0001 per share
("Common  Stock"),  of Medical  Marketplace,  Inc., a Delaware  corporation (the
"Company"),  constituting all of the issued and outstanding capital stock of the
Company; and

         WHEREAS,  New Millennium Leasing,  Inc. is a wholly owned subsidiary of
Medical Marketplace, Inc.; and

         WHEREAS,  the  Seller  desires  to  sell  to the  Purchasers,  and  the
Purchasers desire to acquire from Seller the Shares, on the terms and conditions
set forth in this Agreement.

         NOW,  THEREFORE,  in consideration of the premises and of the terms and
conditions herein contained, the parties mutually agree as follows and for other
good and valuable  consideration  the receipt and sufficiency of which is hereby
acknowledged:

         1.  PURCHASE OF SECURITIES; TERMS OF PAYMENT.

         1.1 Sale and Purchase. Subject to the terms and conditions set forth in
this Agreement, the Seller agrees to sell and deliver to the Purchasers, and the
Purchasers  agrees to purchase from the Seller on the closing date (the "Closing
Date") all of the Shares.

         1.2 Purchase Price.  On the Closing Date, the Purchasers  shall deliver
to Seller an aggregate  purchase price of sixty-five  thousand dollars ($65,000)
payable (i) by wire transfer (or delivery of a certified check) by Purchasers to
Seller of forty  thousand  dollars  ($40,000),  and (ii) delivery of an executed
Secured  Promissory  Note by Purchasers  in the principal  amount of twenty five
thousand dollars ($25,000), a form of which is attached hereto as Exhibit A (the
"Note").

         2.  CLOSING.

         2.1 Closing and Closing Date.  The closing (the  "Closing")  shall take
place as of the date hereof (the "Closing Date").  The Purchasers and the Seller
agree  that,  at or before the  Closing,  they shall  perform  all such acts and
execute and  deliver all such  documents  as may be required to  consummate  the
purchase of the Shares,  including,  but not limited to, the  delivery of 50% of
the Shares  accompanied  by a stock power which  evidences  the  transfer of the
Shares from Seller to each of the Purchasers.

         2.2 Conditions to Closing. The Closing shall be subject to satisfaction
of the condition  that on the Closing Date the  representations,  warranties and
covenants  of (i) the  Seller  contained  in  Section  3  hereof,  and  (ii) the
Purchasers contained in Section 4 hereof, shall then be true in all respects.

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         2.3 Books and Records. At or prior to the Closing,  Seller will deliver
to the  Purchasers  a copy of (i) all audited  financial  statements  of Seller,
including  financial  statements of the Company,  and (ii) all state and federal
tax returns filed by the Company with the appropriate taxing authorities,  since
the inception of the Company. In addition, upon filing of Seller's Annual Report
on Form 10-KSB for the year ended June 30,  1999,  Seller  shall  deliver a copy
thereof to the  Purchasers  including  the  financial  statements of the Company
included  therein.  Each of the parties agrees to assist the Purchasers (and the
Company)  as  reasonably  necessary  by  delivering  copies of books and records
within its control.

         3. REPRESENTATIONS,  WARRANTIES AND COVENANTS OF THE SELLER. The Seller
represents, warrants and covenant to Purchasers as follows:

         3.1  Authorization.  The Seller has the full legal right, power and all
authority  and  approval  required  to enter  into,  execute  and  deliver  this
Agreement  and to perform  fully his  obligations  hereunder.  The execution and
delivery of this Agreement and the performance of Seller's obligations hereunder
does not and will not conflict  with any  agreement,  judgment or order to which
Seller is a party.

         3.2 Binding Obligation. Assuming the due execution and delivery of this
Agreement by the  Purchasers,  this Agreement  constitutes the valid and binding
obligation of the Seller,  enforceable against the Seller in accordance with its
terms,   subject,   as  to   enforcement,   (i)   to   bankruptcy,   insolvency,
reorganization,  arrangement, moratorium and other laws of general applicability
relating to or affecting  creditors'  rights and (ii) to general  principles  of
equity,  whether such  enforceability is considered in a proceeding in equity or
at law.

         3.3 The Shares.  The Seller  warrants  and  represents  that the Seller
holds the Shares free and clear of all liens, pledges, hypothecations,  options,
contracts and other  encumbrances  ("Encumbrances"),  and upon transfer from the
Seller  to  the  Purchaser  the  Shares  will  remain  free  and  clear  of  all
Encumbrances.  Assuming  execution  and  delivery  by all  holders of options to
purchase shares of the Company's  capital stock of that certain option surrender
agreement,  a form of which is  attached  hereto  as  Exhibit  B,  there  are no
options,  warrants or other  securities  convertible into or exercisable for any
shares of Company  capital  stock.  All of the  Shares  have been fully paid and
validly issued in compliance will applicable laws.

         3.4 Sale of Stock by Purchaser.  At or prior to the Closing, the Seller
agrees  to use its best  efforts  to assist  Hintergardt  in  selling  shares of
Seller's common stock beneficially owned by him.

         3.5 Government Filings.  So long as information  provided by Purchasers
regarding  the Company is accurate,  correct and complete,  the Seller  believes
that all required  state and federal  governmental  filings,  including  all tax
returns,  have been  timely and  accurately  filed with the  appropriate  taxing
authorities.

         3.6 Obligations of the Company. To Seller's  knowledge,  Seller has not
incurred any undisclosed liability or other obligation on behalf of the Company.

         3.7 True as of Closing Date. The Seller  warrants and  represents  that
the  warranties  and  representations  contained  in this Section 3 are true and
correct in all respects as of the Closing Date.

         4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS. Each of
the Purchasers represent, warrant and covenant to Seller with respect to himself
as follows:

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         4.1  Authorization.  Each of the  Purchasers  has the full legal right,
power and all authority and approval required to enter into, execute and deliver
this Agreement and to perform fully his obligations hereunder. The execution and
delivery of this Agreement and the performance of Seller's obligations hereunder
does not and will not conflict with any agreement,  judgment or order to which a
Purchaser is a party.

         4.2 Binding Obligation. Assuming the due execution and delivery of this
Agreement  by the  Seller,  this  Agreement  constitutes  the valid and  binding
obligation  of each of the  Purchasers,  enforceable  against each  Purchaser in
accordance  with its  terms,  subject,  as to  enforcement,  (i) to  bankruptcy,
insolvency,  reorganization,  arrangement,  moratorium and other laws of general
applicability  relating to or  affecting  creditors'  rights and (ii) to general
principles of equity,  whether such enforceability is considered in a proceeding
in equity or at law.

         4.3  Investment  Representations.  The  transfer  of the Shares in this
transaction  is intended to be a private  transaction  exempt from  registration
under the Securities Act of 1933, as amended (the "Securities Act"), and is made
in reliance upon the representations set forth below:

         (a) Each of the  Purchasers is acquiring the Shares for his own account
for  investment  only and not with a view to, or for sale in connection  with, a
distribution of the Shares in violation of the Securities Act and any applicable
state securities or blue-sky laws;

         (b) Each of the Purchasers acknowledge to the Seller that:

                  (i) each Purchaser  understands  that the Shares have not been
registered  under the Securities Act or under the laws of any state on the basis
that the transfer  thereof  contemplated  by this  Agreement is exempt from such
registration  and the  certificate  representing  the  Shares  shall  contain  a
restrictive legend reflecting the fact that the Shares have not been registered;

                  (ii)  the  Seller's  reliance  on  the  availability  of  such
exemption  is,  in  part,  based  upon the  accuracy  and  truthfulness  of each
Purchaser's representations contained herein;

                  (iii) the Shares cannot be resold without  registration  or an
exemption  under the  Securities  Act and such state  securities  laws, and that
certificates  representing  the Shares  will bear a  restrictive  legend to such
effect; and

                  (iv) each  Purchaser  has  evaluated  the  merits and risks of
acquiring  the Shares and has such  knowledge  and  experience  in financial and
business  matters  and is  capable  of  evaluating  the merits and risks of such
acquisition,  is aware of and has considered  the financial  risks and financial
hazards  of  acquiring  the  Shares,  and is able to bear the  economic  risk of
acquiring the Shares,  including the possibility of a complete loss with respect
thereto.

         4.4  Operation of the  Company.  Except as set forth on Schedule 4.4 to
this  Agreement,  there  are  no  liabilities,   losses,  claims  or  events  or
circumstances,  contingent  or  otherwise,  which may  because of the  Company's
failure to perform, or the passage of time, or both, result in a liability, loss
or claim against the Seller (a "Company Liability"). Until (i) the Note has been
paid in full or the obligations  thereunder have been deemed  satisfied and (ii)
there are no potential Company Liabilities, each of the Purchasers shall use its
best efforts to operate the business of Medical  Marketplace in compliance  with
all applicable  laws,  rules and  regulations  and consistent with good business
practices.  Further, until (i) the Note has been paid in full or the obligations
thereunder  have been deemed  satisfied  and (ii) all Company  Liabilities  have
terminated to the reasonable  satisfaction of Seller,  the Purchasers  shall not
permit the Company (or its affiliates) to pay more than a total of $23,600 (plus

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customary  health  benefits and life insurance  payments made  heretofore by the
Company)  during  any  calendar  month  as  salary,   wages,  bonuses  or  other
compensation to all employees,  consultants,  officers, directors, partners, and
co-venturers,  without  the  Seller's  prior  written  consent,  except that the
Company  may pay  reasonable  and  customary  fees to  third  parties  who  have
introduced  transactions  to the Company and such introduced  transactions  were
consummated  prior to any payment thereto.  Each of the Purchaser's  acknowledge
and understand  that a material breach of this covenant shall permit the Seller,
under the terms of the  Note,  to  accelerate  the Note,  and seize the  Pledged
Collateral (as defined in the Note).

         4.5 Books and Records;  Audits.  Each of the Purchasers shall cause the
Company to prepare  and  maintain  complete  and  accurate  books of account and
records.  Until (i) the Note has been paid in full or deemed satisfied,  or (ii)
all Company  Liabilities  have  terminated  to the  reasonable  satisfaction  of
Seller.  Seller and its duly authorized  representatives have the right upon two
(2) days prior notice,  during regular  business  hours,  to audit said books of
account  and  records  and  examine  all other  documents  and  material  in the
possession  or under  the  control  of the  Company.  Seller  shall use its best
efforts to conduct such audit in manner as not to interfere  with the  Company's
normal business activities.

         4.6  Assignment of Receivable.  Each of the Purchasers  shall cause the
Company to execute and deliver at the Closing an assignment of all rights of the
Company to receive the first $225,000 paid by Tommy Fox, d/b/a Arkansas  Imaging
with respect to that certain Stipulation for Entry of Judgment,  Case No. 315251
in the Superior Court of California,  County of Riverside,  or any other payment
made by Mr. Fox (the "Arkansas Imaging  Judgment"),  a form of which is attached
hereto as Exhibit C.

         4.7  True as of  Closing  Date.  Each  of the  Purchasers  warrant  and
represent that the warranties,  representations  and covenants contained in this
Section 4 are true and correct in all respects as of the Closing Date.

         5. MISCELLANEOUS.

         5.1  Disclosure.  The Purchasers  acknowledge as the senior managers of
the  Company's  business that they are familiar with the Company and are relying
solely on their own  knowledge of the Company's  business  when they  considered
entering  into  this  Agreement  and  whether  to  consummate  the  transactions
contemplated hereby.

         5.2 Indemnification.  Each of the parties hereto agree to indemnify the
other party for any losses,  claims or  liabilities  incurred by such party as a
result of , or arising of out of, a breach of its representations and warranties
contained in this Agreement.

         5.3 Survival of Terms.  All  representations,  warranties and covenants
contained  in  this  Agreement  or in  any  certificates  or  other  instruments
delivered by or on behalf of the parties  hereto shall be continuous and survive
the execution of this Agreement and the Closing.

         5.4 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware (without regard to conflict of
laws).

         5.5 Assignment. This Agreement shall be binding upon the parties hereto
and may not be assigned  without the prior written  consent of the other parties
hereto.

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         5.6 No Waiver.  Any  waiver by either  party to this  Agreement  of any
provision  of this  Agreement  shall not be  construed  as a waiver of any other
provision of this  Agreement,  nor shall such waiver be construed as a waiver of
such provision respecting any future event or circumstance.

         5.7  Notices.  Notices  hereunder  shall  be  given  only  by  personal
delivery,  registered or certified  mail,  return receipt  requested,  overnight
courier service, or telex, telegram,  facsimile or other form of electronic mail
and shall be deemed  transmitted  when personally  delivered or deposited in the
mail or delivered to a courier  service or a carrier for electronic  transmittal
or  electronically  transmitted  by facsimile  (as the case may be),  postage or
charges  prepaid,  and properly  addressed to the  particular  party to whom the
notice is to be sent.  Unless  and until  changed  by notice  given as  provided
herein, notices shall be sent (i) to the Seller, at its corporate  headquarters,
and (ii) to each of the  Purchasers,  at his address set forth on the first page
of this Agreement.

         5.8  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         5.9  Variations in Pronouns.  All pronouns and any  variations  thereof
shall be deemed to refer to the  masculine,  feminine  or  neuter,  singular  or
plural,  as the  identity  of the  antecedent  person  or  persons  or entity or
entities may require.

         5.10 Headings.  The headings used in this Agreement are for convenience
only and shall not by themselves  determine the interpretation,  construction or
meaning of this Agreement.

         5.11  Binding  Effect;  Release  of  Inter-Company  Indebtedness.  This
Agreement  and the Note,  constitute  and  contain the entire  agreement  of the
parties  with respect to the subject  matter  hereof and  supersede  any and all
prior  negotiations,  correspondence,  understandings and agreements between the
parties with respect hereto. This Agreement may be amended or modified only by a
written  instrument  signed by the  parties  hereto.  The Seller and each of the
Purchasers,  on  behalf  of  themselves  and the  Company,  hereby  release  and
discharge all indebtedness  and other obligation  existing as of the date hereof
from Seller to the Company,  and from the Company to the Seller,  except for the
indebtedness  and obligations  contemplated  by this Purchase  Agreement and the
Note.

         5.12  Additional  Assurances.  Each of the parties agrees to furnish to
the other party,  promptly upon request therefor,  such additional  documents or
instruments,  if  any,  in  connection  with  the  sale  of  the  Shares  to the
Purchasers.

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         IN WITNESS  WHEREOF,  the  Purchaser  and the Seller  have  caused this
Agreement to be executed as of the day and year first above written.

                                        COMPUTER MARKETPLACE, INC.


                                        By: /s/ L. Wayne Kiley
                                           -------------------------------------
                                        Name:  L. Wayne Kiley
                                        Title:   Chief Executive Officer

                                           /s/ Brian Hintergardt
                                           -------------------------------------
                                               Brian Hintergardt

                                           /s/ Maurice Lathouwers
                                           -------------------------------------
                                               Maurice Lathouwers

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