EXHIBIT 10.07


         LETTER AGREEMENT, DATED AS OF APRIL 9, 1999, AMONG THE COMPANY,
                   L. WAYNE KILEY AND QUALITY ASSOCIATES, INC.

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                                 L. WAYNE KILEY



                                                  April 9, 1999


Computer Marketplace, Inc.
1171 Railroad Street
Corona, CA  91720
Attention: The Board of Directors

Gentlemen:

         I am  writing  to you to  confirm  our  agreement  with  respect to the
cancellation  of certain  indebtedness of Computer  Marketplace,  Inc. to me and
Quality Associates, Inc., a company controlled by me.

         It is my  understanding  that in exchange  for the items  listed  below
(under A,B,C, and D), I will forgive the following obligations of the Company:

         1. Waive all rights to accrued and unpaid compensation and all payments
(in cash ,  securities  or  otherwise)  that may be due to me under that certain
Employment  Agreement  dated October 1992 and as amended in October 1996 between
me and the Company (collectively,  the "Employment Agreement Obligations") which
amount is currently $314, 135; and

         2. Waive all rights to accrued  and unpaid  rent and all  payments  (in
cash, securities or otherwise) that are or may become due to Quality Associates,
Inc. under that certain  Commercial Lease dated December 1, 1997 between Quality
Associates and the Company  (collectively,  the "Lease  Agreement  Obligations")
which amount is currently $64,536; and

         3. Except for the Company's  obligations  under this letter  agreement,
waive all rights to receive  any  payments  by the  Company  under  rights I may
possess   contractually   or  under  federal,   state,   or  local  law  ("Other
Obligations").

         In exchange for my waiver of the Employment Agreement Obligations,  the
Lease Obligations, and the Other Obligations, the Company agrees as follows:

         A. That the following options (the "LWK Options") to purchase shares of
the  Company's  Common  Stock have been  validly  issued,  are in full force and
effect and the  Company  agrees  upon valid  exercise  to issue the  appropriate
number of shares:

         (i) options to purchase 661,667 shares of the Company's common stock at
an exercise price of $.60 per share at any time prior to December 31, 2001; and


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         (ii) options to purchase 29,167 shares of the Company's common stock at
an exercise price of $.60 per share at any time prior to January 2, 2000.

         (iii) options to purchase  100,000 shares of the Company's common stock
at an exercise price of $.60 per share at any time prior to December 31, 2002.

         B. That the following  options (the "Other Options") to purchase shares
of the Company's  Common Stock have been validly  issued,  are in full force and
effect and the  Company  agrees  upon valid  exercise  to issue the  appropriate
number of shares:

NAME OF OPTIONHOLDER       NUMBER OF OPTIONS   EXERCISE PRICE($)       EXP. DATE
--------------------       -----------------   -----------------       ---------
Sharon Allen                    20,000                 1.00             12/31/01
Bruce Bowen                      7,500                 1.00             12/31/01
Brian Hintergardt               33,333                 1.00             12/31/01
Leon Kiley                      10,000                 1.00             12/31/01
Pat Martin                       9,500                 1.00             12/31/01
Patty O'Leary                   53,000                 1.00             12/31/01
Stephanie West                  10,000                 1.00             12/31/01
Joe Achten                      30,000                 1.00             12/31/01
Tom Evans                       30,000                 1.00             12/31/01
Berlack Israels                 40,000                 1.00             12/31/01
Bernstein & Wasserman           60,000                 1.00             12/31/01
John Mooney                     35,000                 1.00             12/31/01
Nancy Kiley                        833                 1.68             01/02/00
Joe Achten                         833                 1.68             01/02/00
Brian Hintergardt                8,333                 1.68             01/02/00
Tom Evans                          833                 1.68             01/02/00
Berlack Israels                  1,667                 1.68             01/02/00
Joe Achten                     200,000                 0.50             12/31/02

         C. That the Company  will honor the  registration  rights  described in
Exhibit A attached  hereto  with  respect to the shares  issuable  under the LWK
Options and the Other Options.

It is agreed and understood that the foregoing option holders may rely upon this
commitment to register such shares of common stock as if such individuals were a
party to this letter agreement.

         D. That the Company will transfer ownership, title and possession to me
of the office equipment and furniture listed on Exhibit B.

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         If you are in  agreement  with  the  foregoing,  please  indicate  your
acceptance  of the  terms of this  letter  agreement  by  signing  in the  space
provided below:

                                            Very truly yours,


                                            /s/ L. WAYNE KILEY
                                            -------------------------------
                                            L. Wayne Kiley


Agreed to and Accepted as of the date first written above:


/s/ THOMAS EVANS
-------------------------
Thomas Evans


abstaining
-------------------------
Nancy Kiley

/s/ J.R. ACHTEN
-------------------------
J.R. Achten


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