VOTING TRUST AGREEMENT

AGREEMENT  made as of the 10th day of  February,  2000,  by and among  Walter M.
Groteke  (hereinafter  referred to, together with any successor trustee,  as the
"Trustee");  NetWolves Corporation,  a Delaware corporation (the "Company"); and
Computer Concepts Corp., a Delaware corporation (the "Stockholder").

WHEREAS,  the  Company  and the  Stockholder  agree to be bound by the terms and
conditions of an Exchange Agreement (the "Exchange Agreement"),  dated as of the
date first above written;

WHEREAS,   pursuant  to  the  Exchange  Agreement,  the  Stockholder  agrees  to
contribute 100% of the issued and outstanding common stock of Computercop Corp.,
a New York corporation,  which shall be exchanged solely for 1,775,000 shares of
the Company's voting restricted common stock (the "Common Stock") (all shares of
Common  Stock,  now or  hereafter  owned  by the  Stockholder  are  collectively
referred to herein as, the "Trust Shares");

WHEREAS,  the Company and the Stockholder  believe that their interests can best
be served if specific arrangements are established whereby voting power over the
Trust Shares is granted to the Trustee;

WHEREAS,  for this  purpose the parties  hereby  request the Trustee to take and
hold legal title to the Trust Shares for the purpose of creating a voting trust;
and

WHEREAS,  the Trustee has consented to act under this Agreement for the purposes
hereinafter provided.

NOW,  THEREFORE,  in  consideration of the mutual covenants herein contained and
for other good, valuable and sufficient consideration,  the receipt and adequacy
of which is hereby  acknowledged  by all  parties  hereto,  the  parties  hereto
promise, covenant, undertake and agree as follows:

     1. TRANSFER OF STOCK TO TRUSTEE.  The  Stockholder,  upon execution of this
Agreement,  hereby  assigns and  transfers to the Trustee and deposits  with the
Trustee all the certificates for all Trust Shares, for the purpose of vesting in
the Trustee the right to vote and act and to exercise other rights pertaining to
the Trust Shares,  as and to the extent,  and upon the terms and  conditions and
for the period set forth, in this Agreement.

          (a) The Stockholder  hereby represents that the Trust Shares deposited
by it  hereunder  represent  all of the  shares  of Common  Stock,  of which the
Stockholder  is the record or beneficial  owner and that the  Stockholder is the
sole record,  legal and  beneficial  owner of all Trust  Shares  deposited by it
hereunder.
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          (b) All certificates for the Company's  capital stock  transferred and
delivered to the Trustee  pursuant  hereto may be  surrendered by the Trustee to
the Company and canceled and new  certificates  therefor  shall be issued to and
held by the  Trustee  in his own name "As  Trustee"  but  failure  to make  such
transfer shall, in no way, effect the rights and obligations established by this
Agreement.  The Trustee may  designate a bank or trust  company as  custodian to
hold possession of any certificate delivered to the Trustee pursuant hereto.

          (c) The  Stockholder  hereby agrees and covenants that during the term
of this Agreement,  it shall remain the sole beneficial owner within the meaning
of Rule 13d-3 promulgated under the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  of all  shares  of  Common  Stock or  other  securities
deposited or to be deposited by it hereunder.

     2.  VOTING TRUST CERTIFICATES.

          (a) Upon receipt by the Trustees of certificates  for any Trust Shares
and, if necessary,  the transfer of the same into the name of the Trustees,  the
Trustees  shall hold the same subject to the terms of this  Agreement  and shall
thereupon issue and deliver to the party depositing  Common Stock hereunder,  or
for whose  benefit such Common Stock was  deposited,  Voting Trust  Certificates
representing  such party's  respective  interests in the Common Stock  deposited
pursuant to this Agreement.  All  certificates  for the Company's  capital stock
transferred  and  delivered  to the  Trustees  pursuant  hereto  (unless  issued
directly  to the  Trustees  as set  forth  above)  shall be  surrendered  by the
Trustees to the Company and  canceled  and new  certificates  therefor  shall be
issued to and held by the Trustees in their own names "As Trustees."

          (b) Each Voting Trust  Certificate  to be issued and  delivered by the
Trustee, as hereinbefore provided,  shall state the number of Trust Shares which
it  represents,  shall be signed by the Trustee.  The Trustee  shall  maintain a
Voting Trust  Certificate  register  which will identify each holder of a Voting
Trust Certificate issued under this Agreement (each such person, a "Holder") and
the number of Trust Shares represented by each Voting Trust Certificate.

     3. AGREEMENT. A copy of this Agreement and of every amendment or supplement
hereto shall be provided to each person  depositing stock with the Trustee under
this Agreement and to the Company,  and shall be filed in the registered  office
of the Company in the State of Delaware,  and shall be open to inspection by any
beneficiary of the trust under this Voting Trust,  daily during  business hours.
All Voting Trust Certificates shall be issued,  received and held subject to all
of the terms of this Agreement.  All persons,  firms,  corporations,  trusts, or
organizations for whose benefit stock is deposited hereunder who accept a Voting
Trust Certificate issued hereunder,  and their transferees and assigns, shall be
bound by the  provisions of this  Agreement  with the same effect as if they had
executed this Agreement.
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     4.  TRANSFER OF CERTIFICATES.

          (a) Transfer of any Voting Trust  Certificate  shall be subject to any
restrictions,  provisions and conditions applicable to the Common Stock which it
represents,  whether  imposed by law,  specified on such stock  certificates  or
specified in this Agreement or in any other agreement. Subject to the foregoing,
the Voting Trust Certificates  shall be freely  transferable on the books of the
Trustee,  at such office as the Trustee may designate,  by the registered  owner
thereof,  either  in person  or by  attorney  duly  authorized,  upon  surrender
thereof,  according to the rules established for that purpose by the Trustee. If
a transfer of Voting Trust Certificates is so permitted, the Holder shall notify
the Trustee of the details of such  transfer,  including  the name,  address and
social  security or tax  identification  number of the  transferee and number of
Voting Trust Certificates being transferred,  and shall surrender to the Trustee
the Voting Trust  Certificate or Voting Trust  Certificates  being  transferred,
properly  endorsed for  transfer.  The Trustee,  upon receipt of such notice and
Voting Trust  Certificate(s),  shall transfer the Voting Trust Certificate(s) on
the Voting Trust  Certificate  registry and issue a new Voting Trust Certificate
to the transferee. Until so transferred, the Trustee may treat the record Holder
as the owner of each Voting Trust Certificate for all purposes,  notwithstanding
any notice to the contrary. As a condition to making any transfer or delivery of
Voting Trust Certificates,  the Trustee may require compliance by the transferee
with any applicable federal or state statute and the payment of a sum sufficient
to pay for any stamp tax or other governmental  charge in connection  therewith.
Except as otherwise  provided in this  Agreement,  no transfer of a Voting Trust
Certificate shall in any way remove the Trust Shares  represented by such Voting
Trust  Certificate  from being held by the Trustee under this  Agreement and any
transferee, by accepting such transfer, hereby consents to be bound by the terms
of this  Agreement,  and upon  becoming  a Holder  shall be deemed to be a party
hereto as though an original signatory hereto. The Trustee shall not be required
to recognize any transfer of a Voting Trust  Certificate  not made in accordance
with the provisions hereof, unless the person claiming such ownership shall have
produced  indicia of title  satisfactory  to the Trustee,  and shall in addition
deposit with the Trustee  indemnity  satisfactory  to the  Trustee.  Nothing set
forth herein shall be deemed to limit the ability of the Stockholders to grant a
pledge of the Voting Trust Certificates to any person.

          (b) If a Voting  Trust  Certificate  is  lost,  stolen,  mutilated  or
destroyed,  the  Trustee,  in his  discretion,  may  issue a  duplicate  of such
certificate  upon  receipt  of: (a)  evidence of such fact  satisfactory  to the
Trustee;   (b)  indemnity   satisfactory  to  the  Trustee;   (c)  the  existing
certificate, if mutilated; and (d) the Trustee's reasonable fees and expenses in
connection with the issuance of a new trust  certificate.  The Trustee shall not
be required to recognize any transfer of a Voting Trust  Certificate not made in
accordance with the provisions hereof, unless the person claiming such ownership
shall have produced  indicia of title  satisfactory to the Trustee and shall, in
addition, deposit with the Trustee indemnity satisfactory to him.

     5.  WITHDRAWAL  OF COMMON  STOCK IN ORDER TO EFFECT A SALE.  The  shares of
Common Stock represented by Voting Trust Certificates may be withdrawn from this
Voting  Trust  in  order to  permit  such  shares  to be  sold,  subject  to the
restrictions,   provisions  and   conditions   specified  in  the  Agreement  of
Reorganization,  this  Agreement or otherwise  imposed by state and Federal law.
Such Holder who desires to sell shares of Common Stock represented by its Voting
Trust   Certificates,   and  who  otherwise  complies  with  the  aforementioned
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restrictions,  provisions and conditions, shall direct the Trustee in writing to
make such a sale on its behalf ("Sale  Notice").  The Trustee  shall  thereafter
obtain a stock  certificate for Common Stock from the Company in the appropriate
denomination and shall sell the shares represented by such certificate,  subject
to any  conditions  relating to minimum sales price or other matters which shall
be set forth in the Sale Notice. If any such conditions cannot be satisfied, the
Holder shall be so advised, and the Trustee shall be under no further obligation
to make such a sale until a subsequent  Sale Notice is received.  If the Trustee
is  successful  in making the requested  sale,  all net sale  proceeds  shall be
remitted to the Holder  upon  presentation  and  surrender  of the Voting  Trust
Certificate  or portion  thereof  representing  an interest in such sold shares,
accompanied by properly executed  assignments thereof to the Trustee.  Such sold
shares shall no longer be considered Trust Shares and shall no longer be subject
to this Voting  Trust,  except to the extent that such shares are acquired by an
"Affiliate" of the Stockholder, within the meaning of Rule 405 promulgated under
the Securities Act of 1933, as amended.

     6. TERMINATION  PROCEDURE.  Upon the termination of the Voting Trust at any
time as provided in Section 15, the Trustee  shall mail within five (5) business
days of such  termination  written notice of such  termination to the registered
Holders at the addresses  appearing on the transfer  books of the Trustee.  From
the date  specified in any such notice (which date shall be fixed by the Trustee
in  accordance   with  the  provisions  of  this  Agreement)  the  Voting  Trust
Certificates  shall  cease to have any  effect,  and the  Holders  shall have no
further  rights under this Voting Trust other than to receive  certificates  for
Trust Shares of stock of the Company or other property  distributable  under the
terms hereof upon the  surrender of such Voting Trust  Certificates.  Within ten
(10) business days after surrender for cancellation of Voting Trust Certificates
by a registered  Holder,  properly  endorsed or accompanied by properly endorsed
instruments of transfer, if appropriate, at the place designated by the Trustee,
the Trustee shall deliver to such Holder,  stock  certificates for the number of
shares  of such  class  or  classes  of the  Company's  capital  stock  or other
securities represented thereby as to which such Holder shall be entitled. At any
time subsequent to thirty (30) days after the termination of this Agreement, the
Trustee may deposit  certificates with Company representing the number of shares
of such class or  classes of the  Company's  capital  stock or other  securities
represented by the Voting Trust Certificates then outstanding, with authority in
writing to Company to deliver  such  certificates  in exchange  for Voting Trust
Certificates.  Upon such  deposit all further  liability  of the Trustee for the
delivery of such  certificates  and the  delivery or payment of  dividends  upon
surrender of the Voting Trust  Certificates  shall cease,  and the Trustee shall
not be required to take any further action hereunder.

     7.  DIVIDENDS.

          (a) If any dividend or  distribution in respect of the Trust Shares or
other  securities  deposited  with the Trustee is paid,  in whole or in part. in
securities of the Company having voting powers of any nature,  the Trustee shall
likewise hold, subject to the terms of this Agreement,  the securities which are
received by it on account of such  dividend or  distribution  (such  securities,
together with the Trust Shares, the "Trust Securities"),  and the Holder of each
Voting  Trust  Certificate  representing  securities  on which such  dividend or
<PAGE>
distribution  has been  paid  shall  be  entitled  to  receive  a  Voting  Trust
Certificate  issued under this  Agreement  representing  such Trust  Securities.
Holders  entitled to receive the  dividends or  distributions  referred to above
shall be those  registered  as such on the transfer  books of the Trustee at the
close of  business on the day fixed by the Company or by law for the taking of a
record to determine  those  holders of the Company's  stock  entitled to receive
such dividends or distributions.

          (b) If any dividend or distribution in respect of the Trust Securities
is paid other than in  securities  of the Company  having  voting  powers of any
nature,  then the Trustee shall  promptly  distribute the same among the Holders
registered  as such at the close of  business on the day fixed by the Company or
by law for the taking of a record to determine the holders of stock  entitled to
receive such dividend or distribution.  Such distribution  shall be made to such
Holders ratably,  in accordance with the number of Trust Securities  represented
by their respective Voting Trust Certificates.

          (c) Until the  termination  of this  Agreement,  each Holder  shall be
entitled to receive  from the Trustee  payments  equal to all cash  dividends or
distributions  upon  the  Trust  Securities.  In lieu  of  receiving  such  cash
dividends or  distributions  and paying the same to the Holders  pursuant to the
provisions of this Agreement, the Trustee may instruct the Company in writing to
pay such dividends or distributions  directly to the Holders of the Voting Trust
Certificates   specified   by  the   Trustee.   Upon  receipt  of  such  written
instructions,  the Company shall pay such dividends or distributions directly to
the  Holders.  The  Trustee  may at any time  before  such  payment  revoke such
instructions  and by written notice to the Company direct it to make dividend or
distribution  payments to the  Trustee.  The Company  shall not be liable to any
Holder  or  any  person  claiming  to be  entitled  to  any  such  dividends  or
distributions by reason of adhering to any written instructions by the Trustee.

     8. SUBSCRIPTION RIGHTS. If any stock or other securities of the Company are
offered for  subscription  to the Holders of the Trust  Securities,  the Trustee
promptly,  upon  receipt of notice of such offer,  shall mail a copy  thereof to
each of the Holders.  Upon receipt by the Trustee, at least three (3) days prior
to the last day fixed by the Company  for  subscription  and payment  (but in no
event affording the Holder less than ten (10) days to consider such subscription
offer),  of  a  request  from  any  such  Holder  to  subscribe  in  his  behalf
(accompanied when due in accordance with the terms of the subscription  offer by
the sum of money  required  to pay for such stock or  securities),  the  Trustee
shall make such  subscription and payment,  and upon receipt from the Company of
the  certificates  for Trust Shares or securities so subscribed for, shall issue
to such  Holder a Voting  Trust  Certificate  in respect  thereof if the same be
stock having  voting powers of any nature,  but if the same be securities  other
than stock having voting powers of any nature, the Trustee shall mail or deliver
such securities to the Holder in whose behalf the  subscription was made, or may
instruct the Company to make delivery directly to the Holder entitled thereto.

     9. DISSOLUTION OF THE COMPANY.  In the event of the dissolution or total or
partial  liquidation  of the  Company,  whether  voluntary or  involuntary,  the
Trustee shall receive the moneys,  securities,  rights, or property to which the
Holders  are  entitled,  and shall  distribute  the same  among the  Holders  in
<PAGE>
proportion to their interests, as shown by the transfer books of the Trustee, or
the Trustee may in its discretion  deposit such moneys,  securities,  rights, or
property  with  any  bank or trust  company  as the  Trustee  may  select,  with
authority and  instructions to distribute the same as above  provided,  and upon
such deposit,  all further  obligations or liabilities of the Trustee in respect
of such moneys, securities, rights, or property so deposited shall cease.

     10.  REORGANIZATION OR RECAPITALIZATION OF COMPANY.

          (a) In the event Company is merged into or  consolidated  with another
corporation,  or  all  or  substantially  all  of  the  assets  of  Company  are
transferred to another corporation pursuant to a plan requiring Company's assets
to be  distributed in  liquidation,  or all the Common Stock of Company is to be
exchanged in connection with a reorganization  or  recapitalization  of Company,
then in connection  with such  transaction  or series of  transactions  the term
"Company"  for all  purposes  of this  Agreement  shall be taken to include  any
successor  entity,  and the Trustee shall receive and hold under this  Agreement
any stock of, or other  interests in, such successor  entity received on account
of the ownership,  as Trustee hereunder,  of the Trust Securities held hereunder
prior   to   such   merger,   consolidation,    transfer,    reorganization   or
recapitalization.  Voting Trust  Certificates  issued and outstanding under this
Agreement at the time of such merger, consolidation, transfer, reorganization or
recapitalization  may  remain  outstanding,   or  the  Trustee  shall  have  the
discretion to  substitute  for such Voting Trust  Certificates  new Voting Trust
Certificates  in appropriate  form,  and the terms  "stock,"  "Common Stock" and
"capital  stock" as used herein  shall be taken to include any stock or evidence
of an  interest  which may be received by the Trustee in lieu of all or any part
of the capital stock of Company.

          (b) In case  any  reduction  of the  Trust  Shares  or  reorganization
affecting  Trust Shares shall have been duly  authorized,  the Trustee is hereby
authorized to make such surrender of Trust Shares held by the Trustee hereunder,
pro rata on behalf of all Holders,  as may be required  under the terms pursuant
to which such reduction or reorganization is to be effected,  and to receive and
hold any and all Common Stock or other  securities of Company issued in exchange
for such surrendered Trust Shares.  Following any such action,  the Voting Trust
Certificates issued and outstanding pursuant hereto shall be deemed to represent
proportionately the number of Trust Securities  resulting from such reduction or
reorganization.

     11.  RIGHTS, POWERS AND DUTIES OF TRUSTEE.

          (a)  Subject  to the  provisions  of  paragraph  15,  title to all the
Company's  stock  deposited  hereunder  shall be vested in the Trustee,  and the
Trustee shall have the right, acting as hereinafter  provided,  to exercise,  in
person or by their nominees or proxies,  all stockholders'  rights and powers in
respect of all stock  deposited  hereunder,  including the right to vote thereon
and to take part in or consent to any corporate or  stockholders'  action of any
kind whatsoever, whether ordinary or extraordinary, to the extent they relate to
any of the Approval Actions (as defined below).
<PAGE>
          (b) The Trustee  shall not be  responsible  with respect to any action
taken pursuant to, or act committed or omitted to be done under this  Agreement,
including without limitation,  voting or giving written consents with respect to
the  Trust  Shares  of stock  held by it  hereunder,  provided  such  action  or
commission or omission does not amount to gross negligence or willful misconduct
on their part. No Trustee shall be responsible  for any vote or act committed or
omitted to be done by any predecessor or successor  Trustee or otherwise  except
for his own individual gross negligence or willful misconduct.  No Trustee shall
be  responsible  for (i)  management of the Company or (ii) any actions taken by
any person  elected as a director of the  Company or by the Company  pursuant to
any  vote  cast or  consent  given  by the  Trustee.  The  Trustee  may,  in his
discretion,  consult with legal  counsel,  who may also be legal  counsel to the
Company,  and any action taken in good faith by the Trustee in reliance upon the
advice of legal counsel shall be conclusive in favor of the Trustee  against all
Holders and all other interested parties.

          (c) A certificate  signed by the Trustee shall be conclusive  evidence
to all persons as to who is then  serving as Trustee and as to any action  taken
by the Trustee.

     12.  SUCCESSOR TRUSTEE.

          (a) Any Trustee may resign  effective  thirty (30) days after delivery
of written  notice to all  Holders and the  Company.  In the event of the death,
legal incapacity or resignation of the  Stockholder's  Trustee or his successor,
Walter R. Groteke  shall be appointed  successor  Trustee.  If Walter R. Groteke
dies, is legally  incapacitated  or resigns,  a majority of the directors of the
Company shall select and appoint a successor Trustee.

          (b) Each Trustee  shall affix his or her  signature to this  Agreement
and each successor  Trustee shall accept  appointment  or election  hereunder by
affixing his or her signature to this Agreement, or a counterpart hereof, within
the 30-day period referred to in subsection (a), as applicable,  of this Section
12. By affixing its signatures to this Agreement, the Trustee and each successor
Trustee agree to be bound by the terms hereof.

     13.  INDEMNIFICATION OF TRUSTEE.  The Trustee shall be entitled to be fully
indemnified by the Company to the fullest extent  permitted by law,  against all
costs, charges, expenses, loss, liability and damage (other than those for which
it is responsible under Section 13 hereof) incurred by it in the  administration
of the Voting Trust or in the exercise of any power  conferred  upon the Trustee
by this Agreement. The Stockholders,  and each of them, hereby covenant with the
Trustee  that in the event that the assets of the  Company  or the  proceeds  of
insurance  policies then in effect,  if any, are  insufficient  to indemnify the
Trustee in accordance with the preceding sentence, the stockholders, and each of
them,  will in  proportion  to the amount of their  respective  Trust  Shares of
capital stock subject to this Agreement,  hold harmless and keep indemnified the
Trustee of and from all loss or damage  which the  Trustee may sustain or be put
to by reason of anything it may lawfully do in the execution of this Trust other
than as a result of its gross negligence or willful misconduct.
<PAGE>
     14.  COMPENSATION AND REIMBURSEMENT OF TRUSTEE. The Trustee shall serve
without compensation, but it is expressly agreed that the Trustee shall have the
right to incur and pay such reasonable  expenses and charges,  to employ and pay
such agents, attorneys, and counsel as the Trustee may deem necessary and proper
with  respect  to the  Trustee  carrying  out any of the  Trustee's  anticipated
activities or duties under this Agreement or  interpreting  or exercising any of
the Trustee's powers under this Agreement. Any such expenses or charges incurred
by and due to the  Trustee  that are paid by  Company,  where  Company  deems it
appropriate to its interests,  may be deducted pro rata in the discretion of the
Trustee from the  dividends or other moneys or property  received by the Trustee
on the stock deposited hereunder.  Nothing herein contained shall disqualify the
Trustee or  successor  Trustee,  or  incapacitate  any of them from  serving the
Company  or any of its  subsidiaries  as officer  or  director,  or in any other
capacity, and in any such capacity receiving compensation.

     15.  TERMINATION. This Agreement shall terminate as follows:

     (a) with respect to all of the Trust Shares,  twenty-four  (24) months from
the date of Closing of the Exchange Agreement ("Closing");

     (b) with  respect  to any Trust  Shares  sold  pursuant  to a  Registration
Statement effectuated by the Company, upon the sale of such Trust Shares;

     (c) with respect to any Trust Shares privately sold: (i) if aggregate sales
are 25% or less of total Trust Shares, 6 months from Closing with respect to the
shares  sold,  (ii) if  aggregate  sales  are more than 25% but less than 50% of
total Trust  Shares,  12 months from  Closing  with  respect to the shares sold,
(iii) if  aggregate  sales are more  than 50% of Trust  Shares,  24 months  from
Closing.

     (d) with respect to all of the Trust Shares,  6 months after the Closing if
Company common stock is not then listed on the NASDAQ  SmallCap market or NASDAQ
National Market System.

     16.  SALE AND TRANSFER OF COMPANY'S STOCK. Except as otherwise provided in
this  Agreement,  the Trustee  shall not sell,  hypothecate,  pledge,  assign or
otherwise transfer the stock of the Company, or any interest whatsoever therein,
held pursuant to this Agreement.

     17.  NOTICES; DISTRIBUTIONS.

     (a) Unless otherwise specifically provided in this Agreement, any notice to
or communication  with the Holders  hereunder shall be deemed to be sufficiently
given or made if (i) personally  delivered or mailed,  postage prepaid,  to such
Holders at their respective  addresses appearing on the Voting Trust Certificate
registry,  which shall in all cases be deemed to be the addresses of Holders for
all purposes  under this  Agreement  or (ii) sent by facsimile to the  facsimile
number set forth on the Voting  Trust  Certificate  registry  and  confirmed  by
letter sent to the appropriate address set forth in clause (i) above.
<PAGE>
     (b) Any notice to the Trustee or Company  hereunder  shall be sufficient if
personally  delivered or mailed,  postage  prepaid,  by certified or  registered
mail,  at the  following  addresses,  or  sent  by  facsimile  to the  following
facsimile numbers and confirmed by letter:

The Trustee:   Walter M. Groteke
               200 Broadhollow Road
               Suite 207
               Melville, NY 11747


               The Company:   NetWolves Corporation
               200 Broadhollow Road
               Suite 207
               Melville, NY 11747

          (c) Any party to or person  subject to the terms of this Agreement may
change  his or its  address  or  facsimile  number  for the giving of notices by
giving  notice of such  changed  address or  facsimile  number in the manner set
forth above. All notices given hereunder shall be deemed given as of the date of
personal  delivery  or two days after the date of  mailing,  as the case may be,
except that any notice of change of address or any notice delivered by facsimile
shall be deemed given when received.

          (d) All distributions of cash, securities, or other property hereunder
by the Trustee to the Holders may be made, in the discretion of the Trustee,  by
mail (regular, registered or certified mail, as the Trustee may deem advisable),
in the same  manner as  hereinabove  provided  for the  giving of notices to the
Holders.

     18.  MISCELLANEOUS.

          (a) Binding Nature of Agreement;  No Assignment.  This Agreement shall
be binding upon and inure to the benefit of the parties hereto, including future
Holders, and their respective heirs,  personal  representatives,  successors and
assigns. No party may sell, assign,  transfer or encumber such party's rights or
obligations  under this  Agreement,  the Voting Trust  Certificates or the Trust
Securities  represented thereby,  without the prior written consent of the other
parties  hereto,  except to the extent  expressly  permitted in this  Agreement.
Neither the death, disability nor incapacity of a Holder shall in any way remove
the Trust Securities  represented by such Holder's Voting Trust Certificate from
the Voting Trust or the terms of this Agreement.

          (b) Entire Agreement. This Agreement contains the entire understanding
among the parties and supersedes any prior  understanding and agreements between
them  respecting  the  subject  matter  hereof.  There  are no  representations,
agreements,  arrangements, or understandings,  oral or written, between or among
the parties hereto  relating to the subject  matter of this Agreement  which are
not fully expressed herein.
<PAGE>
          (c)  Counterparts.  This  Agreement  may be  executed  in one or  more
counterparts,  each of  which  shall  be  deemed  to be an  original,  and  such
counterparts  shall  together  constitute  one  and  the  same  instrument.  The
execution by any one party of any counterpart  shall be sufficient  execution by
that party,  whether or not the same  counterpart has been executed by any other
party.

          (d) Governing  Law. The validity of this Agreement or any part hereof,
and the  interpretation  and  enforcement  of all  provisions  hereof,  shall be
governed by and construed and enforced in accordance  with the laws of the State
of Delaware without giving effect to conflict of law principals.

          (e)  Invalidity.  The  invalidity  of any  term or  provision  of this
Agreement  shall not affect the validity of the remainder of this  Agreement and
this Agreement shall be enforced to the greatest extend permitted by law.

IN WITNESS WHEREOF.  the parties hereof have executed this Agreement under seal,
all as of the day and year first above written.

TRUSTEES

/s/ Walter M. Groteke
---------------------
WALTER M. GROTEKE



NETWOLVES CORPORATION                   COMPUTER CONCEPTS CORP.

/s/  Walter M. Groteke                  /s/ Daniel J. DelGiorno
----------------------                  -----------------------
By:  Walter M. Groteke                  By:  Daniel J.  DelGiorno
     Chairman of the Board                   President