Exhibit 10.6

                             SUBSCRIPTION AGREEMENT


     Subscription  Agreement,  dated as of November 14, 2001,  between NetWolves
Corporation, a New York corporation (the "Company") and Whiffletree Partners, LP
(the "Purchaser").

     WHEREAS,  the Purchaser desire to subscribe for, and the Company desires to
issue to the Purchaser,  500,000  shares (the "Shares") of the Company's  common
stock (the "common  stock") all upon the terms and  conditions set forth in this
Agreement;

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and  of the  mutual
premises,  covenants,  representations  and warranties herein  contained,  it is
hereby agreed as follows:

     1. Subscription Price; Issuance.

     In reliance on the  representations  and  warranties  contained  herein and
subject to the terms and conditions  hereof, the Purchaser hereby subscribes for
the Shares and  concurrently  with  delivery  hereof has paid to the  Company an
amount equal to $2.00 per share or $1,000,000 in the  aggregate  (the  "Purchase
Price"), in immediately  available funds upon the execution and delivery of this
Agreement,  and the Company will issue the Shares to the  Purchaser  immediately
upon receipt of the Purchase Price.

     2. Representations and Warranties of the Company.

     The Company represents and warrants to the Purchaser as follows:

     2.1.  Corporate  Status.  The  Company  and each of its  subsidiaries  is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction in which it was  incorporated  with full corporate power and
authority  to carry on its  business  as now  conducted  and as  proposed  to be
conducted.

     2.2.  Authority of  Agreement.  The Company has the power and  authority to
execute and deliver this Agreement and to carry out its  obligations  hereunder.
The execution, delivery and performance by the Company of this Agreement and the
consummation of the transactions  contemplated  hereby have been duly authorized
by all necessary  corporate action on the part of the Company and this Agreement
constitutes the valid and legally binding obligation of the Company  enforceable
against  the  Company in  accordance  with its terms,  except as the same may be
limited by bankruptcy,  insolvency,  reorganization  or other laws affecting the
enforcement  of  creditors'  rights  generally  now or  hereafter  in effect and
subject to the  application  of equitable  principles  and the  availability  of
equitable  remedies.  The issuance of the Shares are not and will not be subject
to  preemptive  rights or right of first  refusal  that  have not been  properly
waived or complied with.
<PAGE>


     2.3.  No  Conflicts.  The  execution,  delivery  and  performance  of  this
Agreement and the other instruments and agreements to be executed, delivered and
performed  by  the  Company   pursuant  hereto  and  the   consummation  of  the
transactions contemplated hereby and thereby by the Company do not and will not,
with or without the giving of notice or the passage of time or both,  violate or
conflict  with or result  in a breach or  termination  of any  provision  of, or
constitute a default under,  the Certificate of  Incorporation or the By-Laws of
the  Company or any order,  judgment,  decree,  statute,  regulation,  contract,
agreement  (including the Material Contracts,  as hereinafter  defined),  or any
other  restriction of any kind or description to which the Company or its assets
may be bound or subject.  The Company is not in violation of or (with or without
notice or lapse of time or both) in default under,  any term or provision of its
Certificate  of  Incorporation  or  By-Laws  or any  indenture,  loan or  credit
agreement,  note  agreement,  mortgage,  security  agreement,  order,  judgment,
decree, statute, regulation, contract or other agreement (including the Material
Contracts,  as hereinafter  defined),  lease or other instrument,  commitment or
arrangement to which the Company is a party or by which the Company's assets are
bound.

     2.4 Fully Paid and Non-Assessable.  Upon issuance of the Shares and payment
therefor pursuant to the terms hereof, each Share shall be validly issued, fully
paid and non-assessable.

     2.5 Certificate and Bylaws.  The copies of the Certificate of Incorporation
and Bylaws of the Company  which have been  delivered to (or made  available for
inspection  by) the Purchaser  prior to the execution of this Agreement are true
and complete and have not been amended or repealed.

     2.6 Qualification.  The Company is duly qualified as a foreign  corporation
and in good standing in the State of Florida. The Company is not qualified to do
business as a foreign  corporation in any other  jurisdiction and the failure to
be so qualified  would not have a material and adverse  effect on the  business,
assets,  property,  or  financial  condition of the Company  ("Material  Adverse
Effect").

     2.7 Capital Stock.

     (a) As of the Closing  Date,  the  authorized  capital stock of the Company
will consist of (i) 2,000,000  shares of preferred  stock,  par value $.0033 per
share, none of which are issued and outstanding;  and, (ii) 50,000,000 shares of
common  stock of which  10,668,065  are issued and  outstanding  prior to giving
effect to the  transaction  contemplated  by this  Agreement and prior to giving
effect to the issuance of any shares of common stock pursuant to the exercise of
outstanding  options and warrants,  and the Company will have no authority under
its  Certificate of  Incorporation  to issue any other capital  stock.  All such
outstanding  shares of Common Stock have been duly authorized and validly issued
and are fully paid and nonassessable.

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<PAGE>


     (b) As of the Closing  Date,  the Company has reserved a total of 6,918,000
shares of common  stock for  issuance  upon the  exercise  of stock  options  or
purchase  rights  granted  under its stock  plans or under  other  stock  option
agreements or warrants.

     (c) Except as  contemplated  by this  Agreement and as set forth in its SEC
Filings (as hereinafter defined),  the Company has no outstanding  subscription,
option,  warrant,  right of first refusal,  preemptive  right,  call,  contract,
demand,  commitment,  convertible  security or other  instrument,  agreement  or
arrangement  of any character or nature  whatever  under which the Company is or
may be obligated to issue common stock, preferred stock or other equity security
of any kind.

     2.8 Binding Obligations.

     (a) This Agreement  constitutes the legal, valid and binding obligations of
the  Company,  enforceable  against  the Company in  accordance  with its terms,
except as such  enforcement  is  limited  by  bankruptcy,  insolvency  and other
similar laws affecting the enforcement of creditors'  rights  generally,  and by
general equitable principles.

     (b) The  Shares  are  duly  authorized  and,  when  issued  and paid for in
accordance with the terms of this Agreement,  will be duly  authorized,  validly
issued and outstanding,  fully paid and  nonassessable and free and clear of all
liens and  restrictions,  other  than  liens  that  might  have been  created or
suffered by any Purchaser with respect to its Shares and restrictions imposed by
the Securities  Act (as  hereinafter  defined),  state  securities  laws or this
Agreement.

     2.9 Securities  Laws.  Subject to the accuracy of the  representations  and
warranties  contained in Section 3, the offer,  issue and sale of the Shares are
and will be (i) exempt from registration and prospectus delivery requirements of
the Securities Act, and (ii) in compliance with all applicable federal and state
securities laws.

     2.10 Financial Statements.  Included in the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 2001 are the Company's  audited  balance
sheet (the  "Balance  Sheet") as of June 30,  2001 ("Form  10-K") (the  "Balance
Sheet Date"),  and the audited  statement of operations  for the year then ended
together with the related report of Arthur Andersen,  LLP, independent certified
public  accountants.  The foregoing  financial  statements  (i) are complete and
correct  in all  material  respects  and are in  accordance  with the  books and
records of the  Company,  (ii)  present  fairly the  financial  condition of the
Company at the Balance  Sheet Date and other  dates  therein  specified  and the
results of operations  and changes in financial  position of the Company for the
periods  therein  specified,  and (iii) have been  prepared in  accordance  with
generally  accepted  accounting  principles  applied on a basis  consistent with
prior accounting  periods,  except that the unaudited  financial  statements are
subject to year-end audit  adjustments and do not contain complete  footnotes or


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<PAGE>

statement of stockholders' equity. The Company, and/or its subsidiaries,  has no
liabilities  or  obligations,   either  acquired  or  absolute,   contingent  or
otherwise,  which are not reflected or provided for in the financial  statements
except  liabilities not in excess of $100,000 in the aggregate arising after the
Balance  Sheet Date which were  incurred  in the  ordinary  course of  business.
consistent in nature and amount with past practice.

     2.11 Changes.  Since the Balance Sheet Date,  there has been no event which
would have a Material Adverse Effect.  Since the Balance Sheet Date, the Company
has not (a) mortgaged,  pledged or subjected to lien any of its material assets,
tangible or intangible,  (b) sold,  transferred or leased a material  portion of
its assets,  (c) cancelled or compromised  any material debt or claim, or waived
or released any right,  of material  value,  (d)  suffered any physical  damage,
destruction  or loss  (whether  or not covered by  insurance)  having a material
effect,  (e) declared or paid any  dividends on or made any other  distributions
with  respect  to, or  purchased  or  redeemed,  any of its  outstanding  equity
securities,  or (f) suffered or experienced any material  adverse change or loss
in its business.

     2.12 Material  Agreements of the Company.  The Company is not a party to or
otherwise bound by any written or oral agreement, instrument or arrangement that
is material to the Company except for those  agreements  included as exhibits to
the  Form  10-K  ("Material  Contracts").  The  Company  has  furnished  or made
available to the Purchaser true and complete  copies of all such  agreements and
all other agreements, instruments and other documents requested by any Purchaser
or its authorized representative.  The Company is not in default of any Material
Contract.

     2.13  Litigation.  Except  as  disclosed  in the  10-K,  there is no action
pending and, to the best knowledge of the Company,  there is no material  action
threatened  against the Company or its properties or assets.  The Company is not
in default  with  respect  to any order,  writ,  judgment,  injunction,  decree,
determination  or  award  of any  court  or of  any  governmental  entity.

     2.14  Disclosure.   The  representations  and  warranties  of  the  Company
contained  herein,  when read  together  with the Form 10-K do not  contain  any
untrue  statement of material fact or omit to state a material fact necessary to
make the statements  therein, in light of the circumstances under which they are
made, not misleading.

     2.15 Intellectual Property.

     (a) To the best of the  Company's  knowledge,  the Company  has  sufficient
title to and  ownership  of or  rights to all  patents,  patent  rights,  patent
applications, inventions, trademarks, service marks, trade names, copyrights and
information,  proprietary rights and processes  necessary for the conduct of its
business,  and the use by the Company of the foregoing does not conflict with or
constitute an infringement  of the rights of others.  The Company has sufficient
licenses, permits and other governmental authorizations required for the conduct
of its  business  as  currently  conducted  and is not in default  with  respect
thereto, except as the failure to have any such license, permit or authorization
or any default with respect thereto would not have a Material Adverse Effect.

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<PAGE>

     (b) The Company has not received any  communications  alleging  that it has
violated,  has no knowledge that the Company has violated,  or by conducting its
business,  the Company will not, to the best of its knowledge,  violate,  any of
the patents, patent applications,  inventions,  trademarks, service marks, trade
names, copyrights or trade secrets, confidential information, proprietary rights
or processes of any other person.

     2.16 Retirement Obligations. Except for a non-contributory 401(k) plan, the
Company  does not have any  Employee  Benefit  Plan as defined  in the  Employee
Retirement Income Security Act of 1974, as amended.

     2.17 No  Governmental  Consent or Approval  Required.  Based in part on the
representations  made  by the  Purchaser  in  Section  3 of this  Agreement,  no
authorization,   consent,  approval  or  other  order  of,  declaration  to,  or
registration,  qualification,  designation or filing with, any federal, state or
local  governmental  agency or body is  required  by or from the Company for the
valid and lawful  authorization,  execution  and delivery by the Company of this
Agreement or any other agreement  entered into by the Company in connection with
this Agreement,  and  consummation of the  transactions  contemplated  hereby or
thereby, or for the valid and lawful authorization,  reservation, issuance, sale
and  delivery of the  Shares,  other than the  qualification  (or taking of such
action as may be  necessary  to  secure  an  exemption  from  qualification,  if
available) of the offer and sale of the Shares under the New York Securities Law
and applicable  federal  securities laws, which filings and  qualifications,  if
required,  will be  accomplished  in a timely  manner so as to comply  with such
qualification or exemption from qualification requirements.

     2.18 Nasdaq Listing  Compliance.  The Company's  Common Stock is registered
pursuant to Section  12(g) of the Exchange Act and is listed on the Nasdaq Small
Cap Market and the  Company has taken no action  designed  to, or likely to have
the effect of,  terminating  the  registration  of the  Common  Stock  under the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act") or de-listing
the Common Stock from the Nasdaq Small Cap Market, nor has the Company received,
nor has it any reason to  believe it will  receive,  any  notification  that the
Commission or Nasdaq,  Inc. is contemplating  terminating  such  registration or
listing.

     2.19  Reporting  Status.  The  Company  has  filed in a timely  manner  all
documents  that the Company was  required to file under the  Exchange Act during
the 12 months  preceding the date of this Agreement and such documents  complied
as to  form  and  substance  in all  material  respects  with  the  Commission's
requirements as of their respective filing dates, and the information  contained
therein  as of the date  thereof  did not  contain  any  untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the  statements  therein in light of the  circumstances  under
which they were made not misleading.

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<PAGE>

     2.20 Compliance with Nasdaq Requirements. The Company shall comply with all
requirements of Nasdaq, Inc. with respect to the issuance of the Shares.

     2.21  Eligibility  to File Form S-3. The Company is  currently  eligible to
register  the resale of common stock in a secondary  offering on a  registration
statement on Form S-3 under the Securities Act.

     3. Representations and Warranties of the Purchaser.

     The Purchaser represents and warrants to the Company as follows:

               3.1.  Status.

     If the  Purchaser is a  corporation  or other  entity,  the  Purchaser is a
corporation  or  other  entity  duly  organized,  validly  existing  and in good
standing under the laws of the jurisdiction of its organization  with full power
and  authority  to  execute,  deliver and  perform  its  obligations  under this
Agreement.  If the Purchaser is an individual,  the Purchaser has legal capacity
to execute, deliver and perform his or her obligations under this Agreement.

     3.2 Authority for Agreements.

     The  Purchaser  has the power and  authority  to execute and  deliver  this
Agreement and to carry out its obligations  hereunder.  The execution,  delivery
and  performance by the Purchaser of this Agreement and the  consummation of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary
action on the part of the Purchaser and this Agreement constitutes the valid and
legally binding obligation of the Purchaser,  enforceable  against the Purchaser
in accordance  with its terms,  except as the same may be limited by bankruptcy,
insolvency, reorganization or other laws affecting the enforcement of creditors'
rights  generally now or hereafter in effect and subject to the  application  of
equitable principles and the availability of equitable remedies.

     3.3. No Conflicts.

     The  execution,  delivery and  performance  of this Agreement and the other
instruments  and  agreements  to be  executed,  delivered  and  performed by the
Purchaser pursuant hereto and the consummation of the transactions  contemplated
hereby and  thereby by the  Purchaser  does not and will not with or without the
giving of notice or the  passage of time or both,  violate or  conflict  with or
result in a breach or  termination  of any provision of, or constitute a default
under,  the Certificate of Incorporation or the By-Laws of the Purchaser (if the
Purchaser  is a  corporation),  any  other  organizational  instrument  (if  the
Purchaser is a legal entity other than a  corporation)  or any order,  judgment,
decree, statute, regulation, contract, agreement or any other restriction of any
kind or  description to which the Purchaser is a party or by which the Purchaser
may be bound.



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<PAGE>

     3.4. Investor Representations and Acknowledgments.

     (a) The Purchaser is acquiring the Shares for the  Purchaser's own accounts
for  investment  only and not as nominee or agent and not with a view to, or for
sale in connection with, a distribution of the Shares or its components and with
no present  intention of selling,  transferring,  granting a participation in or
otherwise  distributing,  the Shares or underlying  common stock, all within the
meaning of the Securities Act of 1933, as amended, and the rules and regulations
thereunder  (the  "Securities  Act") and any  applicable  state,  securities  or
blue-sky laws.

     (b) The  Purchaser  is not a party or subject to or bound by any  contract,
undertaking,  agreement  or  arrangement  with any person to sell,  transfer  or
pledge  the  Shares  or any  part  thereof  to any  person,  and has no  present
intention to enter into such a contract, undertaking, agreement or arrangement.

     (c) The Purchaser acknowledges to the Company that:

          (i) The Company has  advised  the  Purchaser  that the Shares have not
     been registered  under the Securities Act or under the laws of any state on
     the basis that the  issuance  thereof  contemplated  by this  Agreement  is
     exempt from such registration;

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

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

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

          (v) The  Purchaser  has had access to such  information  regarding the
     business and finances of the Company, including the Form 10-K, and has been
     provided the  opportunity  to discuss  with the  Company's  management  the
     business,  affairs and  financial  condition  of the Company and such other
     matters  with respect to the Company as would  concern a reasonable  person
     considering  the   transactions   contemplated  by  this  Agreement  and/or
     concerned with the operation of the Company;

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<PAGE>

          (vi)   Additional   Representations   and   Warranties  of  Accredited
     Investors.  The Purchaser, by initialing the applicable paragraph below (a)
     through  (g)  hereby  represents  and  warrants  that the  Purchaser  is an
     "Accredited  Investor",  because the Purchaser  comes within one or more of
     the  enumerated  categories.   The  Purchaser  has  reviewed  the  Investor
     Suitability  Standards  attached  as Annex A hereto and  confirms  it is an
     "Accredited  Investor" as indicated below. Place your initials in the space
     provided  in  the   beginning  of  each   applicable   paragraph,   thereby
     representing and warranting as to the applicability to the Purchaser of the
     initialed paragraph or paragraphs:

          [ ] (a) any individual  Purchaser  whose net worth, or joint net worth
     with that person's spouse at the time of his purchase,  exceeds  $1,000,000
     (including any individual  participant of a Keogh Plan, IRA or IRA Rollover
     Purchaser);

          [ ] (b) any  individual  Purchaser  who had an  income  in  excess  of
     $200,000  in each of the two most  recent  years or joint  income with that
     person's  spouse  in  excess  of  $300,000  in each of those  years and who
     reasonably  expects  an income in  excess of the same  income  level in the
     current year (including any individual  participant of a Keogh Plan, IRA or
     IRA Rollover Purchaser);

          [ ] (c) any  corporation  or  partnership  not formed for the specific
     purpose of making an investment in the Shares,  with total assets in excess
     of $5,000,000;

          [ ] (d) any trust,  which is not formed  for the  specific  purpose of
     investing in the Shares,  with total assets in excess of $5,000,000,  whose
     purchase is directed by a sophisticated  person, as such term is defined in
     Rule 506(b) of Regulation D under the Securities Act;

          [ ] (e) any ERISA Plan if the  investment  decision  is made by a plan
     fiduciary,  as defined in section  3(21) of ERISA,  which is either a bank,
     insurance company, or registered  investment adviser, or the Plan has total
     assets in excess of $5,000,000;

          [X] (f) any  entity in which all of the equity  owners are  Accredited
     Investors  under  paragraphs  (a),  (b) or (c)  above or any  other  entity
     meeting  required  "Accredited   Investor"  standards  under  Rule  501  of
     Regulation D under the Securities Act and applicable  State  securities law
     criteria;

          [ ] (g) other (please explain)

     4. Registration of Restricted Stock.

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     4.1 Required Registration.

     (a) After 30 days from  closing,  the Purchaser can demand that the Company
file a registration statement covering the Shares. Within 14 business days after
demand the Company  shall  prepare  and file with the  Securities  and  Exchange
Commission  (the  "Commission")  a registration  statement on Form S-3 under the
Securities Act or other appropriate Form in the event Form S-3 is not available,
covering the Shares and shall use commercially  reasonable efforts to cause such
registration  statement to become  effective as expeditiously as possible and to
remain  effective until the earliest to occur of (i) the date the Shares covered
thereby have been sold, (ii) the date by which all Shares covered thereby may be
sold under Rule 144 without  restriction  as to volume and each  Purchaser  owns
less than 1% of  outstanding  shares,  or (iii) the date  which is the  36-month
anniversary of the closing date for the Shares.

     (b) Following the effectiveness of a registration  statement filed pursuant
to this section, the Company may, at any time, suspend the effectiveness of such
registration for up to thirty (30) days, as appropriate (a "Suspension Period"),
by  giving  notice  to the  Purchaser,  if the  board of  directors  shall  have
reasonably determined in good faith that the Company is required to disclose any
material  corporate  development  which  disclosure may have a Material  Adverse
Effect  on  the  Company.  Notwithstanding  the  foregoing,  no  more  than  one
Suspension Period may occur during any twelve-month  period,  unless approved by
the Purchaser.  The Company shall use its best efforts to limit the duration and
number of any  Suspension  Periods.  The Purchaser of Shares  agrees that,  upon
receipt of any notice from the Company of a  Suspension  Period,  the  Purchaser
shall forthwith  discontinue  disposition of Shares covered by such registration
statement or  prospectus  until the  Purchaser  (i) is advised in writing by the
Company  that the use of the  applicable  prospectus  may be  resumed,  (ii) has
received  copies of a supplemental  or amended  prospectus,  if applicable,  and
(iii) has received  copies of any additional or  supplemental  filings which are
incorporated or deemed to be incorporated by reference into such prospectus.

     (c) If the registration  statement required to be filed pursuant to Section
4.1(a)  has not  been  filed by the  Company  with  the  Commission  by the 14th
business day following the demand date or has not been declared effective by the
Commission  within 50  calendar  days after the filing  date  (either  event,  a
"Registration Default"), then following such Registration Default and until such
Registration Default is cured by the Company filing such registration  statement
with the Commission and such registration  statement being declared effective by
the Commission (a "Registration  Cure"),  the Company shall pay to the Purchaser
an amount (the "Default  Payment")  equal to the product of (x) one thirtieth of
one percent of the purchase  price of the shares  acquired by such  Purchaser on
the Closing Date,  multiplied by (y) the number of days which elapse between the
date of the  Registration  Default  and the date of the  Registration  Cure (the
"Registration  Default Period").  The Default Payment may be paid in either cash
or additional  shares of the Company's common stock,  such form of payment to be
determined  at the election of the Company each 30 days during the  Registration
Default  Period  up to the  90th  day  following  the  date  of the  demand  and
thereafter to be determined at the election of the Purchaser each 30 days during


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<PAGE>

the Registration Default Period, with the number of additional Shares calculated
based upon the closing price of the  Company's  common stock on the Nasdaq Small
Cap Market on the  trading day  immediately  prior to the end of the period with
respect to which such Default  Payment  relates.  The Company and the  Purchaser
agree that the damages resulting from a Registration  Default would be difficult
or impossible to determine and that the Default Payment  represents a reasonable
approximation of the anticipated damages. Accordingly, the Purchaser agrees that
the receipt of the  Default  Payment  shall be  Purchaser's  sole and  exclusive
remedy under this Agreement or otherwise for a Registration  Default,  and in no
event shall the Company be liable for any lost profits, consequential,  special,
punitive  or  similar  damages,  no  matter  how  identified,  resulting  from a
Registration Default. Notwithstanding the foregoing, Purchaser shall be entitled
to exercise the right to seek specific  performance and other equitable remedies
with respect to the Company's obligations under the Agreement.

     4.2 Registration  Procedures.  When the Company effects the registration of
the Shares under the  Securities  Act  pursuant to Section  4.1(a)  hereof,  the
Company will, at its expense, as expeditiously as possible:

     (a) In accordance  with the Securities Act and the rules and regulations of
the Commission,  prepare and file in accordance  with Section  4.1(a),  with the
Commission  a  registration  statement  with  respect  to the Shares and use its
commercially  reasonable efforts to cause such registration  statement to become
and remain effective for the period described herein,  and prepare and file with
the Commission such amendments to such registration statement and supplements to
the prospectus  contained  therein as may be necessary to keep such registration
statement  effective  for  such  period  and  such  registration  statement  and
prospectus accurate and complete for such period;

     (b)  Furnish  to the  Purchaser  participating  in such  registration  such
reasonable  number  of  copies  of  the  registration   statement,   preliminary
prospectus,  final  prospectus  and such other  documents as the  Purchaser  may
reasonably request in order to facilitate the public offering of the Shares;

     (c) Use its best efforts to register or qualify the Shares  covered by such
registration  statement  under  such state  securities  or blue sky laws of such
jurisdictions  as the Purchaser may  reasonably  request within twenty (20) days
following the original filing of such  registration  statement,  except that the
Company  shall not for any purpose be  required to execute a general  consent to
service of process or to qualify to do business as a foreign  corporation in any
jurisdiction where it is not so qualified;

     (d) Notify the Purchaser participating in such registration, promptly after
it shall receive  notice  thereof,  of the date and time when such  registration
statement and each  post-effective  amendment  thereto has become effective or a
supplement to any prospectus  forming a part of such registration  statement has
been filed;

     (e) Notify such Purchaser promptly of any request by the Commission for the
amending or  supplementing of such  registration  statement or prospectus or for
additional information;

                                       11
<PAGE>

     (f) Prepare and file with the Commission,  promptly upon the request of any
such Purchaser,  any amendments or supplements to such registration statement or
prospectus which, in the opinion of counsel for the Purchaser, is required under
the Securities Act or the rules and  regulations  thereunder in connection  with
the distribution of the Shares by such Purchaser;

     (g) Cause to have  prepared and filed with the  Commission  such reports or
opinions  as  may  reasonably  be  requested  by  any   underwriter,   including
appropriate legal opinions and comfort letters, if applicable.

     (h) Prepare and promptly file with the Commission,  and promptly notify the
Purchaser of the filing of, such amendments or supplements to such  registration
statement  or  prospectus  as may be  necessary  to correct  any  statements  or
omissions  if, at the time when a  prospectus  relating  to such  securities  is
required to be delivered under the Securities Act, any event has occurred as the
result of which any such  prospectus  or any other  prospectus as then in effect
would  include  an  untrue  statement  of a  material  fact or omit to state any
material fact required to be stated  therein or necessary to make the statements
therein not misleading; and

     (i) Advise the Purchaser,  promptly after it shall receive notice or obtain
knowledge  thereof,  of  the  issuance  of any  stop  order  by  the  Commission
suspending the effectiveness of such registration statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best efforts
to prevent the  issuance of any stop order or to obtain its  withdrawal  if such
stop order should be issued.

     (j) Furnish to the Purchaser and its legal counsel, promptly after the same
is prepared and publicly distributed,  filed with the Commission, or received by
the Company,  one copy of the registration  statement and any amendment thereto,
and such  number  of  copies  of each  prospectus,  including  each  preliminary
prospectus, and all amendments and supplements thereto, and such other documents
as the Purchaser may reasonably  request in order to facilitate the  disposition
of  the  Shares.  The  Company  shall  promptly  notify  the  Purchaser  of  the
effectiveness  of  any  Registration  Statement  or  post-effective   amendments
thereto.

     (k) Use  commercially  reasonable  efforts  to cause  the  listing  and the
continuation of listing of all the Shares covered by any registration  statement
on each securities  exchange or quotation system upon which any other securities
of the Company is then listed or quoted.

     (l) Provide a transfer agent and  registrar,  which may be a single entity,
for the Shares not later than the effective date of the registration statement.

     (m) Cooperate with the Purchaser to facilitate the timely  preparation  and
delivery of certificates (not bearing any restrictive legends)  representing the
Shares to be offered  pursuant  to the  registration  statement  and enable such
certificates to be in such denominations or amounts,  as the case may be, as the
Purchaser may  reasonably  request and register in such names as such  Purchaser
may  request,  and,  upon the  written  request  of the  transfer  agent for the


                                       12
<PAGE>

Company, within two business days of such request, the Company shall cause legal
counsel  selected  by the  Company  to  deliver  to the  transfer  agent and the
Purchaser an opinion (a "Transfer Opinion") of such counsel in a form reasonably
acceptable to the transfer agent and the Purchaser.

     (n) Comply with all applicable laws related to a registration statement and
offering and sale of securities  covered by the  registration  statement and all
applicable  rules and  regulations  of  governmental  authorities  in connection
therewith  (including,  without limitation,  the Securities Act and the Exchange
Act).

     4.3 Expenses. With respect to any registration effected pursuant to Section
4.1 hereof,  all fees, costs and expenses of and incidental to such registration
and the public  offering in connection  therewith shall be borne by the Company,
provided,  however,  that the Purchaser  shall bear its own legal fees and their
pro rata share of any underwriting discounts or commissions, if any.

     4.4 Indemnification.

     (a) The Company will  indemnify and hold  harmless the  Purchaser  which is
included in a  registration  statement  pursuant to the  provisions of Section 4
hereof  and  any  underwriter  (as  defined  in the  Securities  Act)  for  such
Purchaser, and any person who controls such Purchaser or such underwriter within
the meaning of the Securities Act, and any officer,  director,  employee, agent,
partner,  member or affiliate of such  Purchaser  (for  purposes of this Section
4.4(a), the "Indemnified  Parties"),  from and against,  and will reimburse such
Purchaser and each such  Indemnified  Party with respect to, any and all claims,
actions, demands, losses, damages, liabilities, costs and expenses to which such
Purchaser or any such Indemnified  Party may become subject under the Securities
Act or otherwise,  insofar as such claims,  actions,  demands,  losses, damages,
liabilities,  costs or expenses  arise out of or are based upon (i) violation of
securities  laws; (ii) any untrue  statement or alleged untrue  statement of any
material fact contained in such registration statement, any prospectus contained
therein or any  amendment or  supplement  thereto,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or (iii) any breach of any  representation,  warranty,  agreement or covenant of
the Company contained herein;  provided,  however,  that the Company will not be
liable in any such case to the extent that any such claim, action, demand, loss,
damage,  liability,  cost or expense is caused by an untrue statement or alleged
untrue  statement or omission or alleged  omission so made in strict  conformity
with  information  furnished  by such  Purchaser  or such  Indemnified  Party in
writing specifically for use in the preparation thereof.

     (b) The Purchaser, if included in a registration pursuant to the provisions
of Section 4 hereof will indemnify and hold harmless the Company, and any Person
who  controls the Company  within the meaning of the  Securities  Act,  from and
against,  and will  reimburse  the Company  and such  controlling  Persons  with
respect to, any and all losses, damages, liabilities, costs or expenses to which


                                       13
<PAGE>

the Company or such  controlling  Person may become subject under the Securities
Act or  otherwise,  insofar  as such  losses,  damages,  liabilities,  costs  or
expenses  are caused by any untrue or alleged  untrue  statement of any material
fact contained in such registration statement,  any prospectus contained therein
or any  amendment or  supplement  thereto,  or are caused by the omission or the
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements  therein,  in light of the  circumstances in
which they were made, not  misleading,  in each case to the extent,  but only to
the extent,  that such untrue  statement or alleged untrue statement or omission
or alleged omission was so made solely in reliance upon and in strict conformity
with written information furnished by such Purchaser specifically for use in the
preparation  thereof;  provided,  however,  that the  liability of any Purchaser
pursuant to this  subsection (b) shall be limited to an amount not to exceed the
net proceeds received by such Purchaser  pursuant to the registration  statement
which gives rise to such obligation to indemnify.

     (c)  Promptly  after  receipt  by  a  party  indemnified  pursuant  to  the
provisions  of  paragraph  (a) or (b)  of  this  Section  4.4 of  notice  of the
commencement  of any  action  involving  the  subject  matter  of the  foregoing
indemnity  provisions,  such indemnified party will, if a claim thereof is to be
made against the indemnifying  party pursuant to the provisions of paragraph (a)
or (b),  notify the  indemnifying  party of the  commencement  thereof;  but the
omission  so to notify  the  indemnifying  party  will not  relieve  it from any
liability  which it may have to an indemnified  party  otherwise than under this
Section 4.4 and shall not relieve the  indemnifying  party from liability  under
this Section 4.4 unless such indemnifying party is materially prejudiced by such
omission.  In case such action is brought against any  indemnified  party and it
notifies the indemnifying  party of the commencement  thereof,  the indemnifying
party  shall have the right to  participate  in,  and, to the extent that it may
wish, jointly with any other indemnifying  party similarly  notified,  to assume
the defense thereof,  with counsel  reasonably  satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof,  the indemnifying  party will not
be liable to such indemnified party pursuant to the provisions of such paragraph
(a) or (b)  for  any  legal  or  other  expense  subsequently  incurred  by such
indemnified  party in connection  with the defense thereof other than reasonable
costs of investigation.  No indemnifying party shall be liable to an indemnified
party for any  settlement  of any  action or claim  without  the  consent of the
indemnifying  party. No indemnifying party will consent to entry of any judgment
or enter into any  settlement  which does not include as an  unconditional  term
thereof the giving by the claimant or plaintiff to such  indemnified  party of a
release  from all  liability  in  respect  to such  claim or  litigation  and no
settlement can have non-monetary remedies.

     (d) If the  indemnification  provided for in subsection  (a) or (b) of this
Section 4.4 is held by a court of competent  jurisdiction to be unavailable to a
party to be indemnified with respect to any claims,  actions,  demands,  losses,
damages,  liabilities,   costs  or  expenses  referred  to  therein,  then  each
indemnifying  party  under any such  subsection,  in lieu of  indemnifying  such
indemnified party thereunder,  hereby agrees to contribute to the amount paid or
payable by such indemnified party as a result of such claims, actions,  demands,
losses,  damages,  liabilities,  costs  or  expenses  in such  proportion  as is


                                       14
<PAGE>

appropriate to reflect the relative fault of the  indemnifying  party on the one
hand and of the indemnified party on the other in connection with the statements
or omissions which resulted in such claims, actions,  demands,  losses, damages,
liabilities,  costs  or  expenses,  as  well  as any  other  relevant  equitable
considerations.  The  relative  fault  of  the  indemnifying  party  and  of the
indemnified  party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied by the indemnifying  party or by the indemnified party and the parties'
relative intent, knowledge,  access to information and opportunity to correct or
prevent such statement or omission.  The amount any Purchaser shall be obligated
to contribute  pursuant to this subsection (d) shall be limited to an amount not
to  exceed  the  net  proceeds  received  by  such  Purchaser  pursuant  to  the
registration  statement  which gives rise to such  obligation to contribute.  No
person  guilty of  fraudulent  misrepresentation  (within the meaning of Section
11(f) of the Securities  Act) shall be entitled to  contribution  hereunder from
any person who was not guilty of such fraudulent misrepresentation.

     4.5 Reporting Requirements Under the Exchange Act. The Company shall timely
file such  information,  documents and reports as the  Commission may require or
prescribe  under  Section 13 of the Exchange Act. The Company  acknowledges  and
agrees that the purposes of the  requirements  contained in this Section 4.5 are
to  enable  the  Purchaser  to  comply  with  the  current  public   information
requirement  contained  in paragraph  (c) of Rule 144 should any such  Purchaser
ever  wish to  dispose  of any of the  Shares  without  registration  under  the
Securities  Act in  reliance  upon  Rule  144 (or any  other  similar  exemptive
provision).

     4.6  Stockholder  Information.  The Company may  require the  Purchaser  to
furnish the Company  such  information  with  respect to the  Purchaser  and the
distribution  of its  Shares as the  Company  may from  time to time  reasonably
request  in  writing  as  shall  be  required  by law or by  the  Commission  in
connection therewith.

     5. Further Assurances.

     At any time and from time to time after the date hereof,  each party shall,
without  further  consideration,  execute  and  deliver  to the other such other
instruments  or  documents  and shall take such  other  actions as the other may
reasonably request to carry out the transactions contemplated by this Agreement.

     6. Miscellaneous.

     Any party may waive  compliance by the other with any of the  provisions of
this Agreement. No waiver of any provision shall be construed as a waiver of any
other provision.  Any waiver must be in writing.  The headings contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.  This Agreement may not be modified
or amended except in writing signed by both parties  hereto.  This Agreement may
be executed in several counterparts,  each of which shall be deemed an original,
and all of which shall  constitute one and the same  instrument.  This Agreement
shall be  governed  in all  respects,  including  validity,  interpretation  and
effect,  by the laws of the State of New York,  applicable to contracts made and


                                       15
<PAGE>

to be performed in New York.  This Agreement  shall be binding upon and inure to
the benefit of and be  enforceable  by the successors and assigns of the parties
hereto. This Agreement shall not be assignable by either party without the prior
written consent of the other, such consent not to be unreasonably  withheld. The
rights and obligations contained in this Agreement are solely for the benefit of
the  parties  hereto and are not  intended to benefit or be  enforceable  by any
other party, under the third party beneficiary doctrine or otherwise.

     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.


                                NETWOLVES CORPORATION
                                By: /s/ Walter M. Groteke
                                    ---------------------------
                                Name:  Walter M. Groteke
                                Title: Chairman of the Board

                                WHIFFLETREE PARTNERS, LP
                                By: /s/ Steven E. Berman
                                    ---------------------------
                                Name:  Steven E. Berman
                                Title: General Partner Member
                                Tax ID# 13-3701024