REGISTRATION RIGHTS AGREEMENT
                          -----------------------------


          This  Agreement  (this  "Agreement")  is made and  entered  into as of
February 10, 2000, by and between NetWolves Corporation,  a New York corporation
(the  "Company"),  and Computer  Concepts  Corp.,  a foreign  corporation  ( the
"Holder").

          The parties hereby agree as follows:

     1.   Definitions.

     (a)  Registerable  Securities.  The  terms  "Registerable  Securities"  and
"Restricted  Securities" shall mean the Company's common stock, par value $.0033
per share (the "Common Stock"),  which is acquired by the Holder pursuant to the
terms of the  Agreement  (the  "Agreement")  dated the date  hereof  between the
Company and Holder,  including  in each case any shares  received in  connection
with any stock split, stock divided, recapitalization, reclassification or other
distribution payable or issuable in shares of Common Stock.

     (b) Restricted Securities. For the purposes of this Agreement,  shares will
cease to be Restricted  Securities  when (i) a registration  statement  covering
such  Restricted  Securities  has been  declared  effective  and they  have been
disposed of pursuant to such effective registration  statement, or (ii) they are
distributed  to the public  under the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  or (iii)  they  have  been  otherwise  transferred  and the
Company,  in accordance with applicable law and  regulations,  has delivered new
certificates  or other  evidences of ownership  for them not subject to any stop
transfer order or other restriction on transfer.

     (c) Registerable Securities.  As to any particular shares, such shares will
cease to be Registerable Securities when they cease to be Restricted Securities.

2. Piggyback Registration.  Commencing August 15, 2000, the Company may not file
any registration  statement with the Securities and Exchange  Commission  (other
than registration  statements of the Company filed or to be filed on Form S-8 or
Form  S-4  including  supplements  thereto,  or  an  underwritten   registration
statement  in which the  underwriter  determines  not to include the  registered
holder's shares in such registration) unless the Company provides the registered
holder with not less than ten business days notice of its intention to file such
registration  statement  and provides the purchaser the option to include any or
all of the applicable Warrant Shares therein. The piggyback  registration rights
granted to the registered  holder  pursuant to this Section shall continue until
all of the  Warrant  Shares  have  been  sold in  accordance  with an  effective
registration  statement or upon the expiration of this Warrant. The Company will
pay all of its registration expenses in connection therewith. The Company agrees
to indemnify and hold harmless the  Registered  Holder against any and all loss,
claim,  damage and  expense  whatsoever  reasonably  incurred in  defending  any
litigation  commenced  or  threatened,  or any claim  whatsoever  based upon any
untrue statement of a material fact contained in any  registration  statement or
<PAGE>
the  prospectus or any omission of a material fact except for material  facts or
omissions resulting from written information  provided by the Registered Holder.
The Registered  Holder agrees to similarly  indemnify the Company from any loss,
claim, damage and expense whatsoever based on written  information  furnished in
respect of the  Registered  Holder by or on behalf of the  Registered  Holder in
connection with the registration statement or prospectus.

3.   Demand Registration.

          (a) Right to Demand. Subject to Section 3(b) hereof, at any time after
the August 15,  2000,  the Holder may make a written  request to the Company for
registration  under  the  Securities  Act of all or part of  their  Registerable
Securities  (a  "Demand  Registration").   The  Company  will  include  in  such
registration all  Registerable  Securities with respect to which the Company has
received  written  request for inclusion  therein.  Any request made pursuant to
this  Section  3(a)  will  specify  the  aggregate  amount  of the  Registerable
Securities  to be  registered  and will also  specify  the  intended  methods of
disposition thereof.

          (b) Number of Demand  Registrations.  The Holder  shall be entitled to
one Demand  Registration,  the registration  expenses of which shall be borne by
the  Company.  The  Company  shall  not be  deemed  to have  effected  a  Demand
Registration unless and until such Demand Registration is declared effective.

          (c)  Priority on Demand  Registrations.  If a Demand  Registration  is
being  underwritten  and if the managing  underwriter  or  underwriters  of such
Demand  Registration  advises  the  Company in writing  that in its  opinion the
number of securities proposed to be sold in such Demand Registration exceeds the
number  which can be sold in such  offering,  the Company  will  include in such
registration only the number of securities that, in the opinion of such managing
underwriter or underwriters, can be sold.

          (d)  Selection  of  Underwriters.  If any  Demand  Registration  is an
underwritten  offering,  the  Company  will  select a  managing  underwriter  or
underwriters  to  administer  the  offering,   which  managing   underwriter  or
underwriters shall be reasonably satisfactory to the Holder.

          (e)  Notwithstanding  anything  in  the  foregoing  Section  3 to  the
contrary,  the Company shall not be obligated to effect a Demand Registration at
any time when the Company, in the good faith judgment of its Board of Directors,
reasonably  believes  that the  filing  thereof  at the time  requested,  or the
offering of securities  pursuant thereto,  would be detrimental to the interests
of Company or its  shareholders,  provided that notice of such  determination be
given to the Holder within 10 days after written demand.  The  effectuation of a
Demand  Registration  cannot be  suspended,  pursuant to the  provisions  of the
preceding  sentence,  for  more  than  45 days  after  the  date of the  Board's
determination referenced in the preceding sentence.

4.   Registration Procedures.

          The Company  will,  in connection  with any  registration  pursuant to
Section 3:
<PAGE>
          (a) prepare and file with the Securities and Exchange  Commission (the
"Commission")  a  registration  statement  on any  appropriate  form  under  the
Securities  Act,  which form  shall be  available  for the sale of  Registerable
Securities in  accordance  with the intended  method or methods of  distribution
thereof, and use its reasonable efforts to cause such registration  statement to
become effective; provided that at least one business day before filing with the
Commission  of a  registration  statement or  prospectus  or any  amendments  or
supplements  thereto,  including  documents  incorporated by reference after the
initial filing of any  registration  statement,  the Company will furnish to the
Holder of Registerable  Securities draft copies of such registration  statement,
and,  upon the request of the Holder,  shall  continue to provide such number of
copies of such registration  statement,  each amendment and supplement  thereto,
the  prospectus  included  in  such  registration   statement   (including  each
preliminary  prospectus)  and such other  documents as the Holder may reasonably
request in order to facilitate the  disposition of the  Registerable  Securities
owned by the Holder and to change the  registration  statement  as it relates to
the Holder as  requested  by such seller on a timely  basis,  and to  reasonably
consider  other  changes to the  registration  statement  (but not including any
document  incorporated therein by reference) reasonably requested by such Holder
on a timely basis,  in light of the  requirements  of the Securities Act and any
other  applicable  laws  and  regulations;  and  provided,  further,  that as to
documents  incorporated  by  reference,  the  Company  shall  provide  documents
incorporated  by  reference  promptly  upon  request  after  the  filing of such
documents;

          (b)  prepare  and  file  with  the  Commission   such  amendments  and
post-effective  amendments  to a  registration  statement as may be necessary to
keep such registration  statement  effective for up to 16 months;  and cause the
related prospectus to be supplemented by any required prospectus supplement, and
as so supplemented to be filed to the extent required pursuant to Rule 424 under
the Securities Act, during such 16 month period;  and otherwise  comply with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
securities  covered by such registration  statement during the applicable period
in accordance with the intended methods of disposition by the Holder;

          (c) use its best efforts to cause all  Registerable  Securities  to be
listed,  subject  to  notice  of  issuance,  by the  date of the  first  sale of
Registerable  Securities  pursuant  to  such  registration  statement,  on  each
securities exchange, if any, on which the Company's Common Stock is then listed.

          The Company may require the Holder of  Registerable  Securities  as to
which  any  registration  is being  effected  to  furnish  to the  Company  such
information  regarding the  distribution  of such  securities as the Company may
from time to time reasonably request in writing.

          The Holder agrees,  that,  upon receipt of any notice from the Company
of the  happening  of any event  which  causes the  prospectus  not to be deemed
current,  the Holder will  forthwith  discontinue  disposition  of  Registerable
Securities  pursuant to the registration  statement  covering such  Registerable
Securities  until the  Holder's  receipt  of the copies of the  supplemented  or
amended  prospectus  contemplated  by  Section  4(c)(1)  hereof,  or until it is
advised in writing (the  "Advice") by the Company that the use of the applicable
prospectus may be resumed, and until it has received copies of any additional or
supplemental  filings which are  incorporated  by reference in such  prospectus,
and, if so directed by the  Company,  the Holder will deliver to the Company (at
the expense of the Company) all copies, other than permanent file copies then in
the Holder's possession, of the prospectus covering such Registerable Securities
current at the time of receipt of such notice.
<PAGE>
5.   Registration Expenses.

          All expenses  incident to the  performance of or compliance  with this
agreement by the Company,  including,  without limitation,  all registration and
filing fees of the Commission,  the National  Association of Securities  Dealers
Inc. and other agencies, fees and expenses of compliance with securities or blue
sky laws (including  reasonable fees and  disbursements of counsel in connection
with blue sky  qualifications  of the  Registerable  Securities),  rating agency
fees,  printing  expenses,  messenger and delivery  expenses,  internal expenses
(including,  without  limitation,  all salaries and expenses of its officers and
employees performing legal or accounting duties), the fees and expenses incurred
in connection  with the listing,  if any, of the  securities to be registered on
any securities  exchange and fees and  disbursements  of counsel for the Company
and the Company's  independent  certified  public  accountants;  securities acts
liability  insurance (if the Company elects to obtain such insurance),  the fees
and expenses of any special  experts  retained by the company in connection with
such registration, and the fees and expenses of any other person retained by the
company  (but  not  including   any   underwriting   discounts  or   commissions
attributable  to the sale of  Registerable  Securities  or  other  out-of-pocket
expenses  of  the  Holder  (or  the  agents  who  act  on  its  behalf)   unless
reimbursement  is  specifically  approved by the  Company)  will be borne by the
Company. All such expenses are herein called "Registration Expenses".

6.   Indemnification; Contribution.

          (a)  Indemnification  by the Company.  The Company agrees to indemnify
and  hold  harmless,  to the  full  extent  permitted  by  law,  the  Holder  of
Registerable Securities, its officers and directors and each person who controls
such holder  (within the meaning of the  Securities  Act), and any agent thereof
against all losses, claims,  damages,  liabilities and expenses incurred by such
party  pursuant  to  any  actual  or  threatened  suit,  action,  proceeding  or
investigation (including reasonable expenses of investigation) arising out of or
based upon any untrue or alleged  untrue  statement of a material fact contained
in any  registration  statement,  prospectus  or  preliminary  prospectus or any
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or  necessary to make the  statements  therein (in the case of a
prospectus,  in the light of the  circumstances  under which they were made) not
misleading,  except insofar as the same arise out of or are based upon, any such
untrue  statement or omission based upon  information with respect to the Holder
furnished in writing to the Company by such holder expressly for use therein.

          (b)   Indemnification  by  Holder  of  Registerable   Securities.   In
connection with any registration statement in which the Holder is participating,
the Holder shall furnish to the Company in writing such information with respect
to such Holder as the Company reasonably requests for use in connection with any
such  registration  statement  or  prospectus,  and such  Holder  shall agree to
indemnify,  to the full extent permitted by law, the Company,  the directors and
officers of the Company and each  person who  controls  the Company  (within the
meaning  of the  Securities  Act) and any agent  thereof,  against  any  losses,
claims, damages,  liabilities and expenses (including reasonable attorney's fees
and expenses of investigation)  incurred by such party pursuant to any actual or
threatened suit,  action,  proceeding or  investigation  arising out of or based
upon any untrue or alleged  untrue  statement of a material fact or any omission
or alleged omission of a material fact necessary to make the statements  therein
(in the case of a prospectus, in the light of the circumstances under which they
are made) not misleading,  to the extent, that such untrue statement or omission
is based upon  information  relating to the Holder  furnished  in writing to the
Company expressly for use therein.
<PAGE>
          (c) Conduct of Indemnification Proceedings.  Promptly after receipt by
an  indemnified  party of  written  notice of the  commencement  of any  action,
proceeding,  suit or  investigation  or threat thereof made in writing for which
such indemnified  party may claim  indemnification  or contribution  pursuant to
this Agreement,  such indemnified party shall notify in writing the indemnifying
party  of such  commencement  or  threat;  but the  omission  so to  notify  the
indemnifying  party shall not relieve it from any liability which it may have to
any indemnified party hereunder,  (x) unless the indemnifying  party is actually
prejudiced  thereby or (y) otherwise than under this Section 6. In case any such
action,  suit or proceeding shall be brought against any indemnified  party, and
(i) the indemnified  party so notifies the indemnifying  party, the indemnifying
party shall be entitled to  participate  therein  (ii) shall  assume the defense
thereof, with counsel reasonably satisfactory to the indemnified party and (iii)
shall pay all  expenses.  The  indemnified  party shall have the right to employ
separate  counsel in any such action,  suit or proceeding  and to participate in
the defense thereof,  unless (i) the  indemnifying  party has agreed to pay such
fees and expenses,  (ii) the indemnifying  party failed to assume the defense of
such action, suit or proceeding or to employ counsel reasonably  satisfactory to
the indemnified  party therein or to pay all expenses or (iii) the named parties
to any such action or proceeding  (including any impleaded parties) include both
the  indemnifying  party and the indemnified  party and the  indemnifying  party
shall have been advised by counsel that there may be one or more legal  defenses
available to the  indemnified  party which are  different  from or additional to
those  available  to the  indemnifying  party and which may result in a conflict
between the indemnifying party and such indemnified party (in which case, if the
indemnified  party  elects to employ  separate  counsel  at the  expense  of the
indemnifying  party and so notifies the  indemnifying  party,  the  indemnifying
party  shall  not have  the  right to  assume  the  defense  of such  action  or
proceeding on behalf of the  indemnified  party, it being  understood,  however,
that the  indemnifying  party  shall not be liable for the fees and  expenses of
more than one separate firm of attorneys at any time for the indemnified  party,
which firm shall be designated in writing by the indemnified party).

          (d) Contribution.  If the indemnification provided for in this Section
6 from the indemnifying  party is unavailable to an indemnified  party hereunder
in respect of any losses, claims,  damages,  liabilities or expenses referred to
therein,  then the indemnifying  party, in lieu of indemnifying such indemnified
party,  shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is  appropriate to reflect the relative  benefits  received by the
indemnifying  party on the one hand and the  indemnified  party on the  other or
(ii) if the  allocation  provided  by  clause  (i)  above  is not  permitted  by
applicable  law, in such  proportion as is  appropriate  to reflect not only the
relative  benefits  received by the  indemnifying  party on the one hand and the
indemnified  party on the other but also the relative fault of the  indemnifying
party  and   indemnified   party  as  well  as  any  other  relevant   equitable
considerations.   The  relative  fault  of  such  indemnifying   party  and  the
indemnified  parties  shall be  determined  by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information  supplied by, such indemnifying party or
indemnified  parties,  and the parties'  relative intent,  knowledge,  access to
information and  opportunity to correct or prevent such action.  The amount paid
or payable by a party as a result of the losses,  claims,  damages,  liabilities
and  expenses  referred  to above  shall be deemed to  include,  subject  to the
limitation  set  forth in  Section  6(e),  any legal or other  fees or  expenses
reasonably  incurred  by such  party in  connection  with any  investigation  or
proceeding.
<PAGE>
          The parties  hereto  agree that it would not be just and  equitable if
contribution  pursuant  to  this  Section  6(d)  were  determined  by  pro  rata
allocation or by any other method of allocation which does not take into account
the  equitable  considerations  referred  to in  clauses  (i)  and  (ii)  of the
immediately    preceding    paragraph.    No   person   guilty   of   fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be  entitled  to  contribution  from any person who was not guilty of such
fraudulent misrepresentation.

          (e) Limitation.  Anything to the contrary  contained in this Section 6
or in Section 7 hereof  notwithstanding,  the Holder of Registerable  Securities
shall not be liable for indemnification and contribution payments aggregating an
amount in excess of the maximum  amount  received  by such Holder in  connection
with any sale of Registerable Securities as contemplated herein.

7.   Participation in Underwritten Registrations.

           The  Holder  of  Registerable   Securities  may  participate  in  any
underwritten  registration  hereunder unless such holder (a) agrees to sell such
Holder's  securities  on the basis  provided  in any  underwriting  arrangements
approved by the persons entitled  hereunder to approve such  arrangements and to
comply with Rules 10b-6 and 10b-7 under the Exchange  Act, and (b) completes and
executes all questionnaires,  appropriate and limited powers of attorney, escrow
agreements, indemnities,  underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangement.
<PAGE>
8.   Additional Provisions.

     (a)  Amendments  and Waivers.  Except as  otherwise  provided  herein,  the
provisions of this Agreement may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the  provisions  hereof may not be given
without the written consent of the Company and the Holder.

     (b) Notices.  All communications under this Agreement shall be sufficiently
given if delivered by hand or by overnight  courier or mailed by  registered  or
certified mail, postage prepaid, addressed,


          (1)  if to the Company, to:

               NetWolves Corporation
               200 Broadhollow Road
               Suite 207
               Melville, NY 11747
               Attention: Walter M. Groteke, Jr.,
                         Chairman of the Board

               with a copy to:

               Blau, Kramer, Wactlar & Lieberman, P.C.
               100 Jericho Quadrangle
               Jericho, New York  11753
               Attention: David H. Lieberman, Esq.

          (2)  if to the Holder,
               to:

               Computer Concepts Corp.
               80 Orville Drive
               Bohemia, New York  11716
               Attention:  Daniel DelGiorno, Jr.,
                          President

               with a copy to:



     (c) Successors and Assigns; Holders as Beneficiaries.  This Agreement shall
inure to the benefit of and be binding  upon the  parties  and their  respective
successors and assigns,  and the agreements of the Company herein shall inure to
the  benefit  of the  Holder  of  Registerable  Securities  and  its  respective
successors and assigns.
<PAGE>
     (d)  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

     (e)  Headings.  The  headings  in this  Agreement  are for  convenience  of
reference  only  and  shall  not  limit  or  otherwise  affect  the  meaning  or
construction hereof.

     (f)  Governing  Law. This  Agreement  shall be governed by and construed in
accordance  with  the  laws of the  State  of New  York  without  regard  to the
conflicts of laws principles thereof.

     (g) Severability;  Specific Enforcement.  In the event that any one or more
of  the  provisions   contained  herein,  or  the  application  thereof  in  any
circumstances,  is held invalid, illegal, or unenforceable in any respect of any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining  provisions  contained herein shall not be in
any  way  impaired  thereby,  it  being  intended  that  all of the  rights  and
privileges  of the Holder and the Company  shall be  enforceable  to the fullest
extent  permitted by law. The Holder and the Company  acknowledge that the other
party  would not have an adequate  remedy at law for money  damages in the event
that any of the  covenants or  agreements  of the other party in this  Agreement
were not  performed in accordance  with its terms and therefore  agrees that the
other  party shall be entitled to  specific  enforcement  of such  covenants  or
agreements and to injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.

     (h) Entire Agreement; Survival;  Termination. This Agreement is intended by
the  parties as a final  expression  of their  agreement  and  intended  to be a
complete and  exclusive  statement of the  agreement  and  understanding  of the
parties  hereto in respect of the subject matter  contained  herein and therein.
There are no  restrictions,  promises,  warranties or  undertakings,  other than
those set forth or  referred  to herein  and  therein.  This  agreement  and the
Agreement supersede all prior agreements and understandings  between the parties
with respect to such subject matter.

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

                         NetWolves Corporation

                         By:  /s/ Walter M. Groteke
                              Walter M. Groteke, Chairman

                         Computer Concepts Corp.

                         By: /s/ Daniel J. DelGiorno
                             Daniel J. DelGiorno, President