Exhibit 10.18

                              SITI-Sites.com, Inc.

                                                                    June 8, 2000

Lawrence M. Powers, Robert Ingenito and John Ianitto
594 Broadway, Suite 1001
New York, N.Y. 10012

                            Stock Purchase Agreement

Gentlemen:

The following sets forth the terms and conditions of your respective purchases
of common stock, $0.001 par value per share (the "Common Stock"), and options to
purchase additional Common Stock of Siti-Sites.com, Inc. (the "Company") at the
prices and amounts shown, and on the additional terms set forth below. The
purchasers are separately referred to as "Powers", "Ingenito" and "Ianitto"
herein and collectively as the "Purchasers".

1.    Purchases. a) Powers agrees to purchase 2,000,000 shares of Common Stock,
      and an option to acquire 1,000,000 additional shares of Common Stock at an
      exercise price of $.50 per share, exercisable for five years (the "Powers
      Option "), for a total purchase price of $500,000.

      b) Ingenito agrees to purchase 1,000,000 shares of Common Stock, and an
      option to acquire 500,000 additional shares of Common Stock at an exercise
      price of $.50 per share, exercisable for five years (the "Ingenito
      Option"), for a total purchase price of $250,000.

      c) Ianitto agrees to purchase 1,000,000 shares of Common Stock, and an
      option to acquire 500,000 additional shares of Common Stock at an exercise
      price of $.50 per share, exercisable for five years (the "Ianitto Option
      "), for a total purchase price of $250,000.

      d) The terms and provisions of the Powers, Ingenito and Ianitto Options
      are similar and are set forth in exhibits A, B and C, respectively,
      annexed hereto.

2.    Closing. The purchases and sales above described shall be paid for by at
      least $500,000 on or before June 15, 2000, and the balance due shall be
      paid on or before July 3, 2000. The total funding to be received by the
      Company shall be $ 1,000,000 in cash proceeds from the aforesaid purchases
      and sales. A total of 4,000,000 shares of Common Stock and options to
      purchase an additional 2,000,000 shares shall be issued in exchange
      therefor, when payment in full shall have been received by the Company.

3.    Representations and Warranties of the Company. The representations and
      warranties of the Company shall survive for twelve months following the
      date hereof. In consideration of the purchase and sale described above,
      and the additional terms hereof, the Company represents and warrants to
      its knowledge the several items set forth in prior purchase agreements
      with Powers and Ingenito, as set forth in Exhibit E annexed hereto.

4.    Representations and Warranties of Purchasers. In consideration of the
      purchases and sales described above, and the remaining terms hereof, each
      Purchaser has executed and delivered to the Company an Investor's
      representation Letter in the form attached hereto
<PAGE>

      as Exhibit F, pursuant to which he makes certain representations and
      warranties to the Company as of the date hereof.

      a) Purchasers Powers and Ingenito further represent that they have been
      directors of the Company since December, 1998, and are familiar with its
      business affairs since such date, having heretofore invested substantial
      amounts in the Company.

      b) Purchaser Ianitto further represents that he has become active in the
      affairs of the Company since March, 2000, and is familiar with its monthly
      financial statements, budget, personnel and present business affairs.

      c) The Purchasers are further aware of the recent downward trading
      patterns of the Common Stock, its general lack of trading volume, and its
      trading price below $.25 per share on June 7-8, 2000.

5.    General Terms. Annexed hereto as Exhibit G are general contractual terms
      as set forth in said prior purchase agreements, and deemed incorporated in
      this Agreement.

      If the foregoing accurately reflects our agreement, please so indicate in
      the appropriate space below.

SITI-SITES.COM, INC.


By /s/ Lawrence M. Powers               /s/ Lawrence M. Powers
  ---------------------------------     ----------------------------------------
  Lawrence M. Powers                    Lawrence M. Powers
  Chairman/CEO


                                        /s/ Robert Ingenito
                                        ----------------------------------------
                                        Robert Ingenito


                                        /s/ John Ianitto
                                        ----------------------------------------
                                        John Ianitto

                            594 Broadway, Suite 1001
                              New York, N.Y. 10012
                       Tel. 212-925-1181 Fax. 212-965-0023