EXHIBIT 10.9


                  CONSULTING AGREEMENT BETWEEN THE COMPANY AND
                    THOMAS BROWNE DATED AS OF APRIL 26, 1999

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                           COMPUTER MARKETPLACE, INC.
                              CONSULTING AGREEMENT

THIS  CONTRACT is made by and between  Computer  Marketplace,  Inc.,  a Delaware
corporation (the "Company"),  and Thomas Browne (the "Consultant"),  as of April
13, 1999.

                                    RECITALS

     A. In connection  with the conduct of the Company's  business,  the Company
desires  to  acquire  the  services  of the  Consultant  in  order to serve as a
financial advisor,  providing financial  accounting expertise and evaluations of
possible acquisitions; and

     B. The  Consultant is willing to make a commitment to serve as a consultant
to the Company upon the terms and conditions contained herein.

                                    AGREEMENT

     NOW, THEREFORE,  in consideration of the mutual promises below, the Company
hereby engages the Consultant and the Consultant hereby accepts  engagement with
the  Company  in  accordance  with the  terms and  conditions  set forth in this
Agreement.

     1. Consulting  Services.  The Company hereby retains the Consultant and the
consultant hereby accepts such retention by Company, for the period and upon the
terms  and  conditions  set  forth  in  this  Agreement.  For  the  term of this
Agreement,  the Consultant shall serve, to the best of the Consultant's ability,
as a financial advisor to the Company.

     2.   Duties.

          (a) The  Consultant  shall serve the Company  generally as a financial
advisor,  providing  financial  accounting  services,  evaluations  of  possible
acquisitions, and such other matters relating to the Company as may be requested
by the Company from time to time. The Consultant will assist in the structuring,
negotiating, and financings of acquisitions.

          (b) Throughout  the Term (as defined  herein),  the  Consultant  shall
devote his best efforts to the  performance of his duties  hereunder in a manner
which will  faithfully  and  diligently  further the  business  interests of the
Company.  It is anticipated  that over the Term the Consultant  will devote such
time to the  performance of his duties  hereunder as is reasonably  requested by
the Company from time to time. The Company hereby  acknowledges  that his duties
under this  Agreement  will be  subordinated  to the  performance of his current
employment obligations with Infoseek.

     3. Term. This Agreement,  and the Consultant's engagement hereunder,  shall
terminate September 30, 1999, or upon delivery of thirty (30) day written notice
by one party to the other (the "Term"). At the earlier of the end of the Term or
the discontinuation of Consultant's  employment with Infoseek, the parties agree
to  negotiate  in  good  faith  towards   establishing  a  permanent  employment
arrangement  that will  include,  among other  terms,  a stock  option  grant to
purchase  250,000  shares of common  stock of the  Company  and a base salary of
$150,000. On termination of this Agreement,  the Company's obligation to pay any
compensation, except for services or expenses already accrued or incurred, shall
terminate.

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     4.   Compensation.

          (a) Grant of Options.  As compensation  for services to be rendered by
the  Consultant  during  the  Term,  the  Company  hereby  grants  options  (the
"Options") to purchase  125,000 shares of the Company's  common stock, par value
$.0001 per share (the  `Common  Stock")  under the  Company's  1999 Stock Option
Plan,  for an exercise  price of $2.50 (based upon the closing  price of $2.8125
for the Common Stock on the date hereof).  The Options will vest monthly (on the
last day of each calendar month) in increments of 25,000, commencing May 1,1999.
The Company agrees to register these shares under a S-8 Registration Statement.

          (b) Travel  Expenses.  The Company shall  reimburse the Consultant for
all  substantial   out-of-pocket   expenses  (  transportation,   hotel,  meals)
reasonably  incurred by the  Consultant in connection  with any trip made by the
Consultant at the specific request and with the prior approval of the Company.

          (c) Other Expenses. The Company shall reimburse the Consultant for all
other reasonable  expenses actually incurred that are incidental to the services
performed hereunder and that have been approved by the Company.

     5. Independent Contractor.  The Company shall neither exercise nor have any
right to control the Consultant as to the means by which the  Consultant's  work
is to be accomplished.  The Consultant's  relationship with the Company shall be
that of an  independent  contractor  and  nothing  in this  Agreement  shall  be
construed to create an  employer-employee  relationship between the parties. The
Consultant shall hold harmless the Company, its officers,  agents and employees,
from and  against  any and all  liability,  loss or  expenses  of every  kind on
account  of  injuries  (including  death) to the  Consultant,  the  Consultant's
employees  or agents,  if any, or any other  party,  or loss of or damage to the
Company's,  the Consultant's or any other party's  property,  arising out of the
Consultant's performance of services hereunder,  unless caused by the negligence
of the Company or its employees.

     6.  Indemnification  by Company.  Company shall indemnify  Consultant,  its
affiliates,  employees and agents, (the "Indemnitees"),  for the cost of defense
and damages awarded,  if any, arising out of any claim or lawsuit resulting from
the negligence of Company,  provided such claim was not in any way caused by the
negligence or misconduct of Indemnitee.

     7.  Proprietary  Information.  The Consultant  understands  that during the
Consultant's  arrangement  with the Company the Consultant may produce,  obtain,
make known or learn about certain  information which has commercial value in the
business  in which the Company is engaged and which is treated by the Company as
confidential. This information may have been created, discovered or developed by
the Company or otherwise received by the Company from third parties subject to a
duty to maintain the  confidentiality of such information.  All such information
is hereinafter called "Proprietary Information."

          (a) Proprietary  Information Defined. By way of illustration,  but not
limitation,  Proprietary  Information includes trade secrets,  ideas, processes,
formulas,  materials,  substances,  source codes, data, programs, other original
works of authorship, know-how, improvements, discoveries, developments, designs,
inventions,  techniques,  marketing plans, strategies,  forecasts, new products,
unpublished financial statements, budgets, projections,  licenses, prices, costs
and customer and supplier lists.

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          (b) Ownership of Proprietary  Information.  The Consultant understands
that all Proprietary  Information  shall be the sole property of the Company and
its assigns (or, in some cases,  its clients,  suppliers or customers),  and the
Company and its assigns (or, in some cases, its clients, suppliers or customers)
shall  be the  sole  owner  of all  patents,  copyrights  and  other  rights  in
connection  therewith.  The Consultant  hereby assigns to the Company any rights
the  Consultant  may have or acquire  in such  Proprietary  Information.  At all
times,  both  during the  Consultant's  employment  by the Company and after its
termination,  the  Consultant  will keep in strictest  confidence  and trust all
Proprietary Information,  and the Consultant will not use, reproduce or disclose
any Proprietary  Information without the written consent of the Company,  except
as may be necessary in the ordinary course of performing  duties as a Consultant
to the Company.

          (c) Maintenance of Records. The Consultant agrees to keep and maintain
adequate and current  records of all  Proprietary  Information  developed by the
Consultant (in the form of notes, sketches,  drawings and as may be specified by
the  Company),  which records shall be available to and remain the sole property
of the Company at all times.

     8.   Conflicting Obligations

          (a) Trade  Secrets  of  Others.  The  Consultant  represents  that the
Consultant  has not  brought  and will not  bring  with  the  Consultant  to the
Company,  or use in the performance of the Consultant's  responsibilities at the
Company, any devices, materials or documents of a former employer or other party
that are  proprietary or are not generally  available to the public,  unless the
Consultant has obtained express written  authorization  from the former employer
or other party for their possession and use.

          (b) Conflicting  Confidentiality Contracts. The Consultant agrees that
during the Consultant's  arrangement  with the Company,  the Consultant will not
breach any obligation of  confidentiality  that the Consultant has to present or
former  employers and others.  The Consultant  represents that the  Consultant's
performance  under the terms of this  Agreement as a  consultant  to the Company
does not and will not breach any  Agreement  to keep in  confidence  proprietary
information  acquired by the  Consultant  in confidence or in trust prior to the
Consultant's  arrangement with the Company. The Consultant has not entered into,
and Consultant agrees the Consultant will not enter into, any Agreement,  either
written or oral, in conflict herewith.

      9.  Termination  of  Consulting.  In the event of the  termination  of the
Consultant's  arrangement with the Company for any or no reason,  the Consultant
will  deliver to the Company all  documents,  notes,  drawings,  specifications,
programs,  data,  devices and other  materials of any nature  pertaining  to the
Consultant's work with the Company and the Consultant will neither take with the
Consultant nor recreate any of the  foregoing,  any  reproduction  of any of the
foregoing or any Proprietary  Information  that is embodied in a tangible medium
of expression.  Termination of the  Consultant's  Agreement shall not affect the
Consultant's  obligation with respect to the Company's  Proprietary  Information
under this Agreement.

     10.  Assignment

          (a) By the Consultant.  The Consultant shall not be entitled to assign
(voluntarily  or  involuntarily)  any  of the  Consultant's  rights  under  this
Agreement  (except the right to payment of money),  nor to  delegate  any of the
Consultant's  duties or  obligations  under this  Agreement,  without  the prior
written consent of the Company.

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          (b)  By the  Company.  The  rights  of the  Company  hereunder  may be
assigned by the Company to any other  corporation or other business entity which
succeeds to all or  substantially  all of the  business  of the Company  through
merger,   consolidation,   corporate  reorganization,   acquisition  of  all  or
substantially all of the assets of the Company or otherwise, or to any parent or
majority-owned   subsidiary  of  the  Company;   provided,   however,  that  the
obligations of the Company under this  Agreement  shall be binding upon any such
transferee.

     11. Equitable  Remedies.  The Consultant  acknowledges and agrees that: (i)
the remedy of damages at law for any breach by the  Consultant of the provisions
of Sections 7 or 8 would be inadequate and ineffective to protect the legitimate
interest of the Company;  (ii) it would be extremely  difficult to ascertain the
amount  of  monetary  damages  sustained  by  the  Company  and  the  amount  of
compensation to the Company that would afford an adequate remedy in the event of
any breach by the Consultant of such provisions;  and (iii) the Company would be
irrevocably harmed by any breach of such provisions. Accordingly, the Consultant
agrees  that the  Company  shall  be  entitled  to  obtain  injunctive  or other
equitable  relief in the event of any breach or threatened  breach of any of the
provisions contained in Sections 7 or 8.

     12.  Entire  Agreement.  This  Agreement  and the Exhibit  attached  hereto
constitute  the final,  complete  and  exclusive  Agreement  of the  parties and
supersede  any prior  agreements  between the parties.  The  Consultant  has not
relied  on  any  previous  oral  or  implied  representations,   inducements  or
understandings of any kind or nature.

     13.  Waiver.  No  provision  of this  Agreement  may be changed,  modified,
released,  discharged,  abandoned or otherwise amended or waived, in whole or in
part,  except by an instrument in writing  signed by the party charged with such
an action.

     14. Survival. The rights of either party for breach of this Agreement shall
survive any termination hereof.

     15.  Severability.  To the  extent  that any of the  Agreements  set  forth
herein, or any work,  phrase,  clause or sentence thereof,  shall be found to be
illegal or unenforceable or unnecessary, it shall be deleted in such a manner so
as to make the Agreement,  as modified,  legal and enforceable  under applicable
laws.

     16.  Miscellaneous

          (a) Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal  delivery,  telex
or facsimile  transfer or three (3) days after deposit in the United States Post
Office,  by  registered  or  certified  mail,  with  postage  and fees  prepaid,
addressed to the other party at the address shown on the last page hereof, or at
such other  address as a party may  designate  by written  notice to each of the
other parties hereto.

          (b) Governing Law. This  Agreement  shall be governed for all purposes
by the  law of the  State  of  California  as it  applies  to  contract  between
California  residents,  made and to be  performed  entirely  within the State of
California.

         (c)  Arbitration.  Any inability to agree on a matter to be agreed upon
by the parties hereto,  or any dispute,  controversy or claim arising out of, or
related  to  this  Agreement,  or  the  breach  thereof,  shall  be  settled  by
arbitration  in  California in accordance  with the  then-existing  rules of the
American  Arbitration   Association  ("AAA").  Any  award  or  decision  by  the

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arbitrators  shall be final and binding upon the parties,  and judgment  thereon
may be entered in any court having jurisdiction  thereof.  The arbitrators shall
apply the law as set forth in Sub-Section 16(b) of this Agreement.

          (d)  Counterparts.  This Agreement may be signed in two  counterparts,
each of which  shall be  deemed an  original  and both of which  shall  together
constitute one Agreement.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.



COMPUTER MARKETPLACE, INC.,                  THOMAS BROWNE
a Delaware Corporation

/s/ ROBERT M. WALLACE                        /s/ THOMAS BROWNE
---------------------------------            ----------------------------------
Robert M. Wallace                            Thomas Browne
Chairman of the Board


                                             -----------------------------------
                                             Consultant's Social Security or
                                             Federal Employer Identification No.


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