Exhibit 10.4
                             SUBSCRIPTION AGREEMENT

     Subscription  Agreement (this "Agreement"),  dated as of November 6, 2001,
between NetWolves Corporation, a New York corporation (the "Company") and Credit
Suisse Warburg Pincus Emerging Growth Fund, Inc. (the "Purchaser").

     WHEREAS,  the Purchaser desire to subscribe for, and the Company desires to
issue to the Purchaser  1,000,000  shares (the "Shares") of the Company's common
stock, $0.0033 par value, (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. Upon the execution of this Agreement,  the Company shall deposit one
or more certificates, in the names and denominations specified by the Purchaser,
representing  the Shares with Stroock & Stroock & Lavan,  LLP,  which shall hold
the certificates in escrow pending delivery of such  certificates to a custodian
to  be  designated  by  the  Purchaser.   Immediately   upon  delivery  of  such
certificates to such custodian, the Purchaser shall remit payment for the Shares
to the Company in an amount equal to $2,000,000 (the "Purchase Price") (or $2.00
per Share), by wire in immediately  available funds to a bank account previously
designated by the Company.

     2. Representations and Warranties of the Company.

     The Company represents and warrants to the Purchaser as follows:

     2.1 Corporate  Status.  Each of the Company and its  subsidiaries  has been
duly  organized and is validly  existing as a corporation in good standing under
the laws of the jurisdiction of its incorporation,  has full corporate power and
authority  to own or lease its  properties  and conduct its  business as its has
been conducted,  is being conducted or is proposed to be conducted,  and is duly
qualified as a foreign  corporation and in good standing in all jurisdictions in
which  the  character  of the  property  owned or  leased  or the  nature of the
business  transacted  by it makes  qualification  necessary,  except  where  the
failure  to be so  qualified  would not have a  material  adverse  effect on the
business,  properties,  financial  condition  or  results of  operations  of the
Company and its subsidiaries, taken as a whole (a "Material Adverse Effect").

     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

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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 is not, and will not be, subject
to any  preemptive  rights or right of first refusal that have not been properly
waived or complied with.

     2.3 No Conflicts. The execution, delivery and performance of this Agreement
by the  Company  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 or any other restriction of any kind or description to which
the Company,  or any of its subsidiaries,  or its, or their, assets may be bound
or subject.  None of the Company or any of its  subsidiaries is in violation of,
or (with or  without  notice  or lapse of time or both) in  default  under,  any
material term or provision of its Certificate of Incorporation or By-Laws.

     2.4 Fully Paid and Non-Assessable. The Shares are duly authorized and, when
issued  and paid for in  accordance  with the terms of this  Agreement,  will be
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 the Purchaser with respect to the Shares and restrictions imposed by
the Securities Act of 1933, as amended (the "Securities Act").

     2.5 Certificate and Bylaws.  The copies of the Certificate of Incorporation
and By-Laws 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  since  the date of such
delivery or inspection.

     2.6 Capital Stock. As of the date hereof,  the authorized  capital stock of
the Company  consists 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  issuance  of the  Shares or any  shares of Common  Stock
pursuant to the exercise of  outstanding  options and  warrants.  As of the date
hereof, 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.  Except with
respect  to such  reserved  shares of Common  Stock and the  Shares to be issued
hereunder, 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. As of
the date  hereof,  all  outstanding  shares  of  Common  Stock  have  been  duly
authorized, validly issued, fully paid and are nonassessable.

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     2.7 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 exempt from registration and prospectus delivery requirements of the
Securities Act are and will be issued in compliance with all applicable  federal
and state securities laws.

     2.8 Financial  Statements.  Included in the Company's Annual Report on Form
10-K  (the  "Form  10-K")  for the  year  ended  June 30,  2001 are the  audited
consolidated  balance sheets of the Company and its  subsidiaries as of June 30,
2001 (the "Balance Sheet Date"), June 30, 2000 and June 30, 1999 and the audited
consolidated  statements of  operations,  cash flow and changes of  stockholders
equity for the periods then ended,  together with the related  reports of Arthur
Andersen LLP, Richard A. Eisner & Company, and Hays & Company,  each independent
certified public accountants.  The foregoing financial  statements (i) are true,
complete and correct in all material  respects  and are in  accordance  with the
books and records of the Company and its  subsidiaries,  (ii) present fairly the
financial  condition of the Company and its  subsidiaries  at the Balance  Sheet
Date  and  other  dates  therein  specified  and  the  consolidated  results  of
operations and changes in financial position of the Company and its subsidiaries
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. None of the Company or any of its subsidiaries has any
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.

     2.9 Changes.  Since the Balance Sheet Date, except as disclosed in the Form
10-K, there has been no event which would have a Material Adverse Effect.  Since
the  Balance  Sheet  Date,  except as  disclosed  in the Form 10-K,  none of the
Company or any of its  subsidiaries  has (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  other than its  continuing  losses from
operations.

     2.10 Material  Agreements of the Company and its Subsidiaries.  None of the
Company  or any of its  subsidiaries  is a party  to or  otherwise  bound by any
written or oral  agreement,  instrument or  arrangement  that is material to it,
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 Material  Contracts  and all other  agreements,
instruments  and other  documents  requested by the Purchaser or its  authorized
representative.  No default exists, and no event has occurred which, with notice
or lapse of time or both,  would constitute a default in the due performance and


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observance of any term, covenant or condition of any indenture,  mortgage,  deed
of trust,  lease or other agreement or instrument to which the Company or any of
its  subsidiaries is a party or by which the Company or any of its  subsidiaries
or any of  their  respective  properties  is  bound  or may be  affected  in any
material adverse respect with regard to property,  business or operations of the
Company and its subsidiaries.

     2.11  Litigation.  Except as disclosed in the Form 10-K, there is no action
pending and, to the best knowledge of the Company,  there is no material  action
threatened  against the Company,  any of its subsidiaries or any of its or their
properties  or  assets.  None of the  Company or any of its  subsidiaries  is in
default  with  respect  to  any  order,  writ,  judgment,   injunction,  decree,
determination or award of any court or of any governmental entity.

     2.12 Disclosure.  No  representation or warranty or other statement made by
the Company herein,  or in any document or certificates  delivered the Purchaser
pursuant hereto, contains any untrue statement or omits to state a material fact
necessary  to make any of them,  in light of the  circumstances  in which it was
made, not misleading.

     2.13 Intellectual Property.

     (a) Each of the Company and its  subsidiaries  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 or such  subsidiary  of the  foregoing  does not conflict
with or constitute an infringement of the rights of others.  Each of the Company
and its subsidiaries  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.

     (b)  None  of the  Company  or any of its  subsidiaries  has  received  any
communications  alleging  that it has  violated,  has no  knowledge  that it has
violated,  or by conducting its business,  it will 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 or entity.

     2.14 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.

     2.15 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


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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,  issuance, sale and delivery
of the Shares.

     2.16 Nasdaq Listing Compliance.  The Common Stock is registered pursuant to
Section 12(g) of the Exchange Act of 1934, as amended (the  "Exchange  Act") and
is approved for quotation on the Nasdaq Small Cap Market.  The Company has taken
no action  designed to (or likely to have the effect of) result in a termination
the  registration  of the Common Stock under the Exchange Act or a de-listing of
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
Securities  and  Exchange  Commission  (the  "Commission")  or Nasdaq,  Inc.  is
contemplating terminating such registration or listing.

     2.17  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 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.

     2.18  Compliance  with  Nasdaq  Requirements.  The  Shares  have  been duly
included  for  trading on the Nasdaq  Small Cap Market,  and the  Company  shall
comply with all requirements of Nasdaq, Inc. with respect to the issuance of the
Shares.

     2.19  Eligibility  to File Form S-3. The Company is  currently  eligible to
register  the  resale  of  Shares  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 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.

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     3.2 Investor Representations and Acknowledgments.

     (a) The Purchaser is acquiring the Shares for the Purchaser's own accounts,
for investment only, and not with a view to, or for resale in connection with, a
distribution   of  the  Shares  and  with  no  present   intention  of  selling,
transferring,  granting a participation in or otherwise distributing the Shares,
all within the  meaning of the  Securities  Act,  and the rules and  regulations
thereunder 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 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;

          (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.

     (d) Additional  Representations and Warranties of Accredited Investors. The
Purchaser represents and warrants that the Purchaser is an "accredited investor"
within  the  meaning  of Rule  501(d)  of  Regulation  D  promulgated  under the
Securities Act, because the Purchaser comes within one or more of the enumerated
categories therein.

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     4. Registration of Restricted Stock.

     4.1 Required Registration.

     (a) At any  time  after  the  30th day  following  date of the  Purchaser's
acquisition of the Shares hereby, the Purchaser can demand that the Company file
a registration statement covering the Shares. Within 14 business days after such
demand, the Company shall prepare and file 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 all
the Shares  covered  thereby  have been sold,  (ii) the date by which all Shares
covered thereby may be sold under Rule 144(k)  promulgated  under  theSecurities
Act, or (iii) the date which is the 36-month  anniversary of the date upon which
the Purchaser acquired the Shares hereunder.

     (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  of the Company
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
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 and (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  Common  Stock,  such form of
payment to be  determined at the election of the Company each 30 days during the


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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 the Registration  Default Period, with the number of additional shares of
Common Stock  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.  Any such
shares of Common Stock paid to the Purchaser which  constitutes all or part of a
Default  Payment shall  immediately  become  subject to the demand  registration
rights  granted  to the  Purchaser  under  this  Section.  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  such  reasonable  number  of copies of the
registration statement,  preliminary prospectus, final prospectus and such other
documents as such  Purchaser may  reasonably  request in order to facilitate the
sale or 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,  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;


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     (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;

     (f) Prepare and file with the Commission,  promptly upon the request of the
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 the 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.

     4.3 Expenses.  With respect to any registration  effected  pursuant to this
Section 4, 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 its pro
rata share of any underwriting discounts or commissions, if any.

     4.4 Indemnification.

     (a) The Company will  indemnify  and hold  harmless the  Purchaser  and any
underwriter (as defined in the Securities Act) for the Purchaser's  Shares,  and
any person who controls the Purchaser or such underwriter  within the meaning of
the Securities Act, and any officer, director,  employee, agent, partner, member
or  affiliate  of the  Purchaser  (for  purposes  of this  Section  4.4(a),  the
"Indemnified  Parties"),  from and against, and will reimburse the Purchaser and
each such  Indemnified  Party  with  respect  to, any and all  claims,  actions,
demands, losses, damages, liabilities, costs and expenses to which the 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


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any 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  the  Purchaser  or  such
Indemnified  Party in writing  specifically  for use in the  preparation of such
registration  statement,  any prospectus  contained  therein or any amendment or
supplement thereto.

     (b) If the Shares are included in a registration pursuant to the provisions
of Section 4 hereof, the Purchaser 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 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 the
Purchaser  specifically  for  use  in  the  preparation  any  such  registration
statement,  any  prospectus  contained  therein or any  amendment or  supplement
thereto; provided, however, that the liability of the Purchaser pursuant to this
subsection  (b) shall be limited  to an amount  not to exceed  the net  proceeds
received  by the  Purchaser  from  the sale of  Shares  under  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


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<PAGE>

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
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.  Notwithstanding  the foregoing,  the amount
the 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 the
Purchaser from the sale of Shares under 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,  among other reasons, 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).

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<PAGE>

     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.

     4.7  Transfer of  Registration  Rights.  The parties  hereto agree that the
demand  registration  rights  granted  hereunder  are  transferable  and  may be
exercised by any subsequent  holder of the Shares,  subject to each of the terms
and conditions contained herein.

     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 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.  Except with respect to the demand registration provided herein,
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.



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<PAGE>


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

                                        NETWOLVES CORPORATION


                                        By:/s/ Walter R. Groteke
                                           --------------------------------
                                        Name:  Walter R. Groteke
                                        Title: Executive Vice President



                                        CREDIT SUISSE WARBURG PINCUS
                                         EMERGING GROWTH FUND, INC.


                                        By:/s/ Mike A. Pignataro
                                           --------------------------------
                                        Name:  Mike A. Pignataro
                                        Title:    Chief Financial Officer



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