EXCHANGE AGREEMENT
                               ------------------

     EXCHANGE AGREEMENT (the "Agreement") dated  as of February 10, 2000, by and
among NETWOLVES CORPORATION., a New York corporation, ("Netwolves") and
COMPUTER CONCEPTS CORP., a Delaware corporation ("CCC") and COMPUTERCOP CORP.,
a New York corporation (the "Company")

     WHEREAS,  CCC owns ONE HUNDRED (100) shares of common stock of the Company,
representing  all of the  issued  and  outstanding  shares of the  Company  (the
"Company Shares").

     WHEREAS,  the Company is a  newly-formed  corporation  whose assets consist
primarily  of the assets of "Bo Dietl's  Computer  Cop" and $20.5  million  (the
"Business); and

     WHEREAS,  NetWolves is a public corporation engaged, among other things, in
the sale of internet connectivity devices called "FoxBoxes"); and

     WHEREAS, the transactions contemplated by this Agreement are intended to be
a tax free  exchange of stock  between  Computercop  Shareholders  and Netwolves
under either or both of sections 351 and  368(a)(1)(B)  of the Internal  Revenue
Code of 1986, as amended.  In furtherance  thereof the Computercop  Shareholders
shall  exchange with Netwolves at the closing of this  Agreement,  as defined in
Section 1.2 hereof (the "Closing"), 100% of Computercop's issued and outstanding
stock (the "Computercop  Shares").  At the Closing,  Netwolves will issue to the
Computercop Shareholders,  a total of 1,775,000 shares of voting common stock of
Netwolves  (the  "Netwolves  Shares")  in  exchange  for all of the  Computercop
Shares,  there being no additional shares of stock issuable upon the exercise or
conversion  of  options,  warrants,  convertible  debt or  equity,  or any other
convertible  securities  Computercop  has  outstanding.   The  exchange  of  the
Computercop Shares for Netwolves Shares shall occur simultaneously.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
agreements,  representations,   warranties,  provisions,  and  covenants  herein
contained, the parties hereto agree as follows:

                                    ARTICLE I
                                PURCHASE AND SALE

     SECTION  1.1  Agreement  to  Exchange  Stock.  Subject  to  the  terms  and
conditions  of  this  Agreement  and  in  reliance  upon  the   representations,
warranties, covenants and agreements contained herein, at the Closing, CCC shall
,as  the  sole  Computercop   Shareholder,   exchange  with  Netwolves  100%  of
Computercop's  issued and  outstanding  stock (the  "Computercop  Shares") for a
total of 1,775,000  shares of voting  restricted  common stock of Netwolves (the
"Netwolves Shares") free and clear of all liens, encumbrances or rights of third
parties.

     SECTION 1.2 Closing.  The closing (the  "Closing" or "Closing  Date") shall
take place at the offices of Blau,  Kramer,  Wactlar & Lieberman,  P. C. at such
time or place as the parties  hereto  shall agree.  At the Closing,  CCC and the
NetWolves shall deliver the documents  required pursuant to Sections 4.5 through
4.12 and unless  specifically  otherwise  provided  herein,  all documents to be
delivered by one party to the other party pursuant to this Agreement shall be in
form and substance reasonably satisfactory to such other party and its counsel.
<PAGE>
     SECTION 1.3 Tax  Treatment.  It is intended by the parties hereto that this
transaction  shall be treated as an exchange of stock  under the  provisions  of
Section  368(a)(1)(B) the Internal Revenue Code of 1986, as amended (the "Code")
and NetWolves will not make any elections under the Code which would require the
Company and/or CCC to treat this transaction as a sale of assets.

                                   ARTICLE II

              REPRESENTATIONS AND WARRANTIES OF CCC AND THE COMPANY

     CCC and the  Company,  jointly  and  severally,  represent  and  warrant to
NetWolves that:

     SECTION 2.1  Corporate  Existence  and Power.  The Company is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State  of New  York,  and has all  requisite  powers  and all  material  permits
required to own, lease and operate its properties and to conduct its business as
currently  conducted.  The Company is duly  licensed or  qualified  as a foreign
corporation  and is in good standing in each  jurisdiction  in which the Company
does  business  in which the  failure to be so  qualified  could have a material
adverse effect on the business, assets, or results of operations of the Company.
As of the date of this  Agreement,  the authorized  capital stock of the Company
consists  of TWO  HUNDRED  (200)  shares  without par value of which ONE HUNDRED
(100)  shares are  issued and  outstanding.  There are no  outstanding  options,
warrants, commitments, agreements or any other rights of any character entitling
any person to acquire the shares or any of the capital  stock or other  interest
in the Company or any proxy, agreement, arrangement or understanding of any kind
which  affects the right to vote any shares of the Company.  The Company  Shares
have  been duly  authorized  and  validly  issued  and are  fully  paid and non-
assessable.

     SECTION 2.2 Authority and Ownership of Shares.

     (A) CCC and the Company have full power,  capacity and authority to execute
and deliver  this  Agreement  and each of the other  documents  to which it is a
party and to consummate the contemplated transactions.  No other proceedings are
necessary to authorize the execution and delivery of this Agreement or the other
transaction  documents  to which  they are a party  or the  consummation  of the
contemplated  transactions.  This Agreement and the other documents to which the
CCC and the  Company  are a party  have  been  duly  and  validly  executed  and
delivered  by the CCC and the  Company and  (assuming  the valid  execution  and
delivery  thereof  by  NetWolves)   constitute  the  legal,  valid  and  binding
agreements  of the CCC  and the  Company,  enforceable  against  each of them in
accordance with their  respective  terms,  except as such  obligations and their
enforceability  may be limited by applicable  bankruptcy  and other similar laws
affecting the  enforcement  of creditors'  rights  generally and except that the
availability  of equitable  remedies is subject to the  discretion  of the court
before which any proceeding therefor may be brought.
<PAGE>
     (B) All outstanding  capital stock and any other outstanding  securities of
the Company  were  issued in  compliance  with all federal and state  securities
laws. CCC is the lawful,  registered and beneficial  owners of ONE HUNDRED (100)
shares  of  common  stock of the  Company  representing  all of the  issued  and
outstanding  capital stock of the Company,  CCC has and will convey to NetWolves
good  title to the  Company  Shares,  free and clear of any  security  interest,
claim, lien, pledge,  option,  warrant,  encumbrance or restriction  whatsoever.
There  are no  rights,  subscriptions,  warrants,  options,  conversion  rights,
commitments  or agreements of any kind  authorized or outstanding to purchase or
otherwise  acquire from the CCC, the Company or any other person,  any shares of
stock, or securities or obligations of any kind convertible into or exchangeable
for any  shares  of  stock,  of any class of the  Company  or any  other  equity
interest in the Company.  There is no proxy,  or any  agreement,  arrangement or
understanding of any kind authorized or outstanding  which restricts,  limits or
otherwise  affects  the  right  to  vote  any of the  Company  Shares  or  other
securities of the Company.

     SECTION 2.3 No Conflicts;  Consents.  Neither the  execution,  delivery and
performance of this Agreement and each other document to which they are a party,
nor the consummation of the contemplated transactions (i) violates any provision
of the Certificate of  Incorporation  or by-laws (or comparable  instruments) of
CCC or the  Company;  (ii)  requires  CCC or the Company to obtain any  consent,
approval,  permit or action of or waiver from,  or make any filing with, or give
any notice to, any governmental body or any other person;  (iii) with or without
the giving of notice or the passage of time or both violates,  conflicts with or
results in a breach or default under,  or permits or results in the  termination
or suspension of, any contract,  right, other obligation or restriction relating
to or which  affects  CCC or the  Company  or to which CCC or the  Company  is a
party, or by which CCC or the Company or its assets may be bound or subject,  or
results  in the  creation  of any lien  upon the  assets  of CCC or the  Company
pursuant to the terms of any such contract; or (iv) violates any law or order of
any governmental body against, or binding upon, CCC and/or the Company.

     SECTION 2.4 Corporate Records.  The Certificate of Incorporation,  By-Laws,
stock and transfer books (or  comparable  documents) and minutes of the board of
directors and  shareholders  meetings of the Company have been made available to
NetWolves for inspection and are true and complete.

     SECTION 2.5  Financial  Information.  (a) CCC has  delivered  its financial
statements  at and for the year ended  December  31, 1998 and for the nine month
period ended  September  30, 1999 (the  "Financial  Statements")  ; (b) attached
hereto as Exhibit  2.5(b)is a balance  sheet of the Company as at  February  10,
2000 (Balance Sheet").  The Financial Statements and Balance Sheet were prepared
from the books and  records of the  Company  and  present  fairly the  financial
position of the Company as of its date,  and its  earnings and cash flow for the
periods then ended.

     SECTION  2.6  Liabilities.  Except as and to the  extent  reflected  in the
Financial  Statements,  Balance  Sheet or in Schedule  2.6,  neither CCC nor the
Company has any  liabilities  or obligations  of any nature,  whether  absolute,
contingent  or otherwise  (other than  obligations  entered into in the ordinary
course of business) affecting the Business or assets of the Company; and neither
CCC nor the Company has incurred any  liabilities  since the  September 30, 1999
Financial  Statement  affecting  the Business or assets of the  Company,  except
current  liabilities  for trade or business  obligations  incurred in connection
with the purchase of goods or services in the ordinary course of business.
<PAGE>
     SECTION 2.7 Absence of Certain Changes.  Since the Financial Statements and
Balance Sheet, except as set forth in this Agreement,  the Company has conducted
business in the ordinary course consistent with past practices and there has not
been:

     (A) Any material adverse change in the Business,  or the assets,  financial
condition,  prospects or the results of  operations of the Company or any event,
occurrence  or  circumstance  that could  reasonably be expected to cause such a
material adverse change;

     (B) Any transaction or contract with respect to the purchase,  acquisition,
lease,  disposition or transfer of any assets or to any capital  expenditure (in
each case, other than in the ordinary course of business in accordance with past
practice) or creation of any lien on any asset;

     (C) Any  declaration,  setting  aside or payment of any  dividend  or other
distribution with respect to any interest in the Company;

     (D) Any damage,  destruction or other casualty loss (whether or not covered
by insurance), condemnation or other taking affecting the assets of the Company.

     SECTION 2.8 Properties; Title.

     (A) Schedule  2.8(A) Sets forth a complete list and general  description of
all real  property  leased by the Company (the "Leased  Property").  Said leases
shall  terminate  at the Closing  with the Company  having no further  liability
thereunder.  The Company does not own any real property of any kind, nor does it
have any interests in real property, of record or beneficially.

     (B) The Company has good, valid, marketable,  legal and beneficial title to
(or valid  leasehold  interest  in) all of its assets and is the lawful owner of
its assets,  free and clear of all security interests,  restrictions,  liens and
encumbrances,  except  where  the  failure  to have such  title  does not have a
material  adverse  effect on the Company.  The  machinery,  equipment  and other
tangible  personal  property  constituting part of the Company's assets (whether
owned or leased) (i) have been maintained in accordance with industry standards;
(ii) are in good condition and repair  (subject to normal wear and tear);  (iii)
are  adequate in quantity and quality to carry on the business of the Company as
it is now being  conducted  and for the  continued  operation of the business as
presently  conducted;  and (iv) comply with all  applicable  federal,  state and
local laws, ordinances, rules and regulations.

     SECTION 2.9 Intangible  Property.  Schedule 2.9 sets forth a true,  correct
and complete list of all  trademarks,  registered  copyrights,  service marks or
trade names (and all applications for any of the foregoing), permits, grants and
licenses and all other  intangible  assets,  properties and rights running to or
from, or used by, the Company in the conduct of the  Business,  and there are no
other  trademarks,  copyrights,  service marks,  trade names or other intangible
assets,   properties   or  rights  that  are  material  to  the  Business   (the
"Intellectual Property Rights").

     (A) The Company owns all right,  title and interest,  or possesses adequate
rights,  in and to the  Intellectual  Property  Rights  necessary to conduct its
business and there are no agreements,  arrangements,  claims or any other rights
of any character  entitling any person other than the Company to any interest in
the Intellectual Property Rights;
<PAGE>
     (B) The  Intellectual  Property  Rights do not infringe on or conflict with
the rights or  intellectual  property of third parties,  and the Company has not
received any notice  contesting the Company's right to use any such Intellectual
Property Rights;

     (C) The Intellectual  Property Rights have not been and are not the subject
of any pending or threatened litigation or claim of infringement;

     (D) The Company has not granted any license or agreed to pay or receive any
royalty in respect of any Intellectual Property Rights; and

     (E) The  contemplated  transactions  will not  adversely  affect the right,
title and interest of the Company in and to the Intellectual Property Rights.

     (F) All of such Intellectual Property Rights are valid,  enforceable and in
good standing and  sufficient and  appropriate  for the conduct of the company's
business as conducted currently.

     SECTION 2.10 Claims and Proceedings. There are no outstanding orders of any
governmental  body against or involving the Company or the business or assets of
the Company.  There are no actions,  suits,  claims or  counterclaims  or legal,
administrative  or  arbitration  proceedings  or  investigations  (collectively,
"Claims") pending or, to CCC's knowledge, threatened on the date hereof, against
or involving  the Company or the Company's  Business or assets.  There exists on
the date  hereof,  and there will  exist as of the  Closing,  no fact,  event or
circumstance  known to CCC that would give rise to any Claim that, if pending or
threatened  on the date  hereof or on the  Closing  Date,  could  reasonably  be
expected  to have an adverse  effect on the  condition  of the Company or on its
business, prospects,  reputation,  earnings or assets or result in any liability
on the part of the  Company  or  prevent,  hinder  or delay  the  execution  and
performance of this Agreement or any of the transactions contemplated hereby, or
could  declare this  Agreement  unlawful or cause the  rescission  of any of the
transactions  hereunder.  Neither CCC nor the Company have not been charged with
or received notice of any violation of any applicable  federal,  state, local or
foreign law, rule, regulation, ordinance, order or decree relating to it, or the
operation  of its  business,  and  neither  CCC nor the  Company is aware of any
threatened claim of such violation.

     SECTION 2.11  Taxes.    As of the date hereof:

     (A) In all  jurisdictions in which CCC or the Company is required to do so,
CCC and the Company have timely  filed or, if not yet due will timely file,  all
tax  returns  required to be filed by it for all  taxable  periods  ending on or
before the  Closing  Date and all such tax  returns  are, or will be when filed,
true, correct and complete;

     (B) There are no tax liens on or pending against CCC, the Company or any of
their respective properties;
<PAGE>
     (C) CCC and the Company have complied with all applicable  laws,  rules and
regulations  relating  to the  withholding  and  payment of taxes and has timely
withheld and paid to the proper governmental authorities all amounts required to
have been  withheld  and paid in  connection  with  amounts paid or owing to any
employee, independent contractor, creditor or shareholder;

     (D) CCC is not a  person  other  than a United  States  person  within  the
meaning of the Internal Revenue Code; and

     (E) CCC and the Company have collected and remitted to the  appropriate tax
authority all sales and use or similar taxes  required to have been collected on
or prior to the Closing Date, including any interest and any penalty.

     The U.S.  federal income tax returns and state and local income tax returns
of CCC and the Company have not been audited by the Internal  Revenue Service or
other taxing authority within the past five years.  Neither the Internal Revenue
Service  nor any  state,  local or  other  taxing  authority  has  proposed  any
additional  taxes,  interest or penalties  with respect to CCC or the Company or
any of  their  respective  operations  or  business;  there  are no  pending  or
threatened tax claims or assessments  against CCC or the Company;  and there are
no pending or  threatened  tax  examinations  against  CCC or the Company by any
taxing authorities.

     Neither  CCC nor the Company  have given any  waivers or rights  (which are
currently in effect) under  applicable  statutes of limitations  with respect to
the federal income tax returns for any fiscal year.  Neither CCC nor the Company
have consented to the application of Section 341(f) of the Code.

     SECTION 2.12  Employees.

     There are no  employees  of the  Company.  The  Company has not at any time
maintained,  contributed to or participated  in, (ii) has or had at any time any
obligation  to  maintain,  contribute  to or  participate  in, or (iii) have any
liability  or  contingent  liability,  direct or  indirect,  with respect to any
employee  benefit plan,  retirement  or deferred  compensation  plan,  incentive
compensation  plan, stock plan,  severance plan, bonus plan, stock  compensation
plan or any other type or form of employee-related arrangement, program, policy,
plan or  agreement  (collectively  referred to herein as the  "Employee  Benefit
Plans").

     SECTION 2.13 Employee-Related Matters.

     (A) Schedule  2.13  contains a true and correct list of all  directors  and
officers of the Company.

     (B) (i)  Neither CCC nor the  Company is a party to any  contract  with any
labor  organization or other  representative of its employees;  (ii) there is no
unfair labor practice charge or complaint pending or, to the knowledge of CCC or
the Company,  threatened  against CCC or the Company;  (iii) neither CCC nor the
Company has  experienced  any labor strike,  slowdown,  work stoppage or similar
labor  controversy  within  the past  three (3)  years;  (iv) no  representation
question has been raised  respecting any of CCC or the Company employees working
within the past three (3) years, nor, to the knowledge of CCC or the Company are
there any campaigns  being  conducted to solicit  authorization  from CCC or the
Company's  employees to be represented by any labor  organization;  (v) no claim
before any  governmental  body  brought by or on behalf of any  employee,  labor
organization  or other  representative  of CCC or the  Company's  employees,  is
pending or, to the knowledge of CCC or the Company,  threatened  against the CCC
or Company;  (vi) neither CCC nor the Company is a party to, or otherwise  bound
by, any order  relating to its  employees  or  employment  practices;  and (vii)
except  with  respect  to  ongoing   disputes  of  a  routine  nature  involving
individually or in the aggregate  immaterial  amounts,  CCC and the Company have
paid in full to all of its employees all wages, salaries, commissions,  bonuses,
benefits and other compensation due and payable to such employees.
<PAGE>
     SECTION 2.14 Insurance.  True and complete copies of all insurance policies
covering the  operations of the Company's  business have been made  available to
NetWolves.  There is no claim by CCC or the  Company  pending  under any of such
insurance policies as to which coverage has been questioned,  denied or disputed
by the underwriters of such insurance  policies or requirement by any insurer to
perform work which has not been satisfied.  All premiums due under all insurance
policies have been paid and CCC and the Company are otherwise in compliance with
the terms and conditions of all such insurance policies.  All insurance policies
are in full  force and  effect  and no notice  has been  received  canceling  or
threatening to cancel or refusing to renew any such insurance.

     SECTION  2.15  Compliance  with Laws.  Neither  CCC nor the  Company are in
violation of any order, judgment,  injunction,  award, citation, decree, consent
decree or writ (collectively,  "Orders"),  or any law, statute, code, ordinance,
rule, regulation or other requirement (collectively,  "Laws"), of any government
or political subdivision thereof,  whether federal,  state, local or foreign, or
any agency or instrumentality  of any such government or political  subdivision,
or any court or arbitrator affecting the Company's assets or its Business.

     SECTION  2.16  Permits.  CCC and the Company have  obtained  all  licenses,
permits,  certificates,  certificates of occupancy,  orders,  authorizations and
approvals of all governmental bodies (collectively, "Permits") and have made all
required registrations and filings with, any governmental body that are required
for the conduct of the Company's Business. All Permits that are required for the
conduct of the business are in full force and effect;  no violations are or have
been  recorded  in  respect  of any  Permit;  and no  proceeding  is  pending or
threatened to revoke or limit any Permit.  No Permit will terminate by reason of
the contemplated transactions.

     SECTION 2.17 Environmental Matters. To the best of their knowledge:

     (A) CCC,  the  Company,  and all of the  properties  and  assets  owned and
operated by the Company are in full compliance with all Environmental Laws;

     (B) There have been no  reportable  Releases of Hazardous  Substances on or
from any of the assets or  properties  currently  or formerly  owned,  leased or
operated by CCC or the Company or  violations of  Environmental  Laws alleged by
regulatory authorities or any third-party against CCC or the Company;
<PAGE>
     (C) There are no outstanding or threatened  Environmental  Actions  against
CCC or the Company.  Neither CCC nor the Company  have not received  notice of a
violation  or of a claim of  potential  or actual  liability  by any  regulatory
authority or third-party  against CCC or the Company under  Environmental  Laws,
nor are any such potential claims known to CCC or the Company;

     (D) None of the  sites  or  facilities  leased  or  operated  by CCC or the
Company  are or have been used by CCC or the Company to  generate,  manufacture,
process, refine, store, handle, use or dispose of any Hazardous Substances;

     (E)  "Environmental  Laws" means any and all Laws  (including  common law),
orders, permits, agreements or any other requirement or restriction promulgated,
imposed,  enacted  or  issued  by  any  federal,  state,  local  and/or  foreign
governmental  bodies relating to human health or the environment,  including the
emission, discharge or Release of pollutants, contaminants, Hazardous Substances
or wastes  into the  environment,  and the  remediation  thereof,  or  otherwise
relating to the manufacture,  processing, distribution, use, treatment, storage,
disposal,   transport  or  handling  of  pollutants,   contaminants,   Hazardous
Substances or wastes or the clean-up or other remediation thereof.

     (F) "Hazardous Substances" means any dangerous, toxic, radioactive, caustic
or otherwise  hazardous material,  pollutant,  contaminant,  chemical,  waste or
substance  defined,  listed or  described  as any of such in or  governed by any
Environmental   Law,   including   but  not  limited  to,  urea-   formaldehyde,
polychlorinated  biphenyls,  asbestos or asbestos-containing  materials,  radon,
explosives, known carcinogens, and petroleum and its derivatives.

     (G) "Release" means the intentional or  unintentional,  spilling,  leaking,
disposing,  discharging or disturbance of, or emitting,  depositing,  injecting,
leaching,  escaping or any other release or threatened  release of any Hazardous
Substance.

     (H)  "Environmental  Actions" refers to any complaint,  summons,  citation,
notice,  directive,   order,  claim,  litigation,   investigation,   proceeding,
judgment,  letter  or other  communication  from any  federal,  state,  local or
municipal  agency,  department,  bureau,  office or other authority or any third
party involving a Hazardous  Discharge or any violation of any order,  permit or
Environmental laws.

     SECTION 2.18 Conduct of Business.

     Except as set forth in the Company's Form 8-K with respect to its tender to
EMC Corp.  of its common stock in  Softworks,  Inc.,  since  September 30, 1999,
neither CCC nor the Company have,  with respect to the Business and/or assets of
the  Company:  (i)  created  or  incurred  any  liability  (absolute,   accrued,
contingent or otherwise)  except unsecured current  liabilities  incurred in the
ordinary  course of business  consistent  with past  practice;  (ii)  mortgaged,
pledged or  subjected  to any lien or  otherwise  encumbered  any of its assets,
tangible or intangible; (iii) discharged or satisfied any lien or encumbrance or
paid any obligation or liability (absolute,  accrued,  contingent or otherwise);
(iv) waived,  released or compromised any claims or rights of substantial value,
or experienced  any labor trouble  (including  without  limitation any actual or
threatened strike or lock-out) or lost, or been threatened with the loss of, any
key  employees  or any  substantial  number of  employees;  (v) entered into any
settlement,  compromise  or consent  with  respect to any claim,  proceeding  or
investigation; (vi) sold, assigned, transferred, leased or otherwise disposed of
any of its assets,  tangible  or  intangible,  or  canceled  any debts or claims
except, in each case, for fair consideration in the ordinary course of business;
<PAGE>
(vii) declared or paid any dividends,  or made any other  distribution  on or in
respect of, or directly or indirectly purchased,  retired, redeemed or otherwise
acquired  any shares of its capital  stock,  paid any notes or open  accounts or
paid any amount or transferred any asset to any of the Company's stockholders or
any member of any  stockholder's  families;  (viii)  other than in the  ordinary
course of business,  made or become a party to, or become bound by, any contract
or commitment or renewed, extended, amended, modified or terminated any contract
or commitment  which in any one case involved an amount in excess of $25,000 (or
in the  aggregate an amount in excess of  $100,000);  (ix) made or announced any
change in the form or manner of distribution of any of its products or services;
(x)  changed  any of its  accounting  methods or  principles  used in  recording
transactions on its books or records or in preparing the Financial Statements or
Balance Sheet;  or (xi) entered into any contract or commitment to do any of the
foregoing.

     SECTION 2.19 Material/Service Agreements; Other Contracts.

     (A)  The  Company  is not a  party  to or  bound  by any  oral  or  written
contracts,  obligations  or  commitments  with  respect  to or  relating  to the
Business or assets of the Company, including, but not limited to, the following:

     (i) contract, commitment or arrangement involving, in any one case, $10,000
or more;

     (ii)  contract  with a term of,  or  requiring  performance,  more than six
months from its date;

     (iii) lease or lease  purchase  agreement,  mortgage,  conditional  sale or
title retention  agreement,  indenture,  security  agreement,  credit agreement,
pledge or option with  respect to any  property,  real or personal  (tangible or
intangible), in any capacity;

     (iv)  commitment,  contract  or  undertaking  for  the  purchase  or use of
services, materials,  supplies, inventory,  machinery or equipment and involving
more than $10,000;

     (v) employment contract, undertaking, understanding or arrangement;

     (vi) note, loan, credit or financing  agreement or other contract for money
borrowed,   and  all  related  security  agreements  and  collateral  documents,
including  any  agreement  for  any  commitment  for  future  loans,  credit  or
financing;

     (vii) guarantees;

     (viii)  contract or  understanding  regarding any capital  expenditures  in
excess of $10,000;
<PAGE>

     (ix)  agency  (sales or  otherwise),  distribution,  brokerage  (including,
without  limitation,  any brokerage or finder's  agreement or  arrangement  with
respect  to  any  of  the  transactions   contemplated  by  this  Agreement)  or
advertising agreement;

     (x) contract with investment bankers, accountants,  attorneys,  consultants
or other independent contractors, including those relating to this Agreement;

     (xi)  shareholder  agreement or contract with or among the  stockholders of
the Company (or family member thereof),  directors or officers of the Company or
any affiliate of such persons which would survive this Agreement;

     (xii) contract,  commitment or arrangement which would restrain the Company
from engaging or competing in any business or to maintain the confidentiality of
any matter;

     (xiii) license, franchise or royalty agreement.

     (B) Except as  specifically  set forth on Schedule  2.19(A) (the "Scheduled
Contracts")consummation  of the transactions  contemplated by this Agreement are
not a violation of or grounds for the modification or cancellation of any of the
Scheduled  Contracts or for the imposition of any penalty or security  interests
thereunder.  CCC and/or the Company enjoys good working  relationships under all
Scheduled  Contracts,  and no unresolved disputes are pending or, to the best of
CCC and the  Company's  knowledge,  threatened  under or in  respect of any such
Scheduled  Contracts.  The  consideration  to be  received or paid by CCC or the
Company under each of the Scheduled  Contracts has been determined in accordance
with its established  policies.  Neither CCC nor the Company has any outstanding
power  of  attorney   other  than   routine   power  of  attorney   relating  to
representation   before  governmental  agencies  or  given  in  connection  with
qualification to do business in another jurisdiction.

          Except as  described  in Schedule  2.19(A),  all  Scheduled  Contracts
described in such Schedules are valid and  enforceable in accordance  with their
respective terms, except as the enforcement thereof may be subject to or limited
by bankruptcy,  insolvency,  reorganization,  moratorium 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;  and there is not, under any of such documents or agreements
or any  obligation,  or covenant or condition  contained  therein,  any existing
default by CCC or the  Company,  or to CCC or the  Company's  knowledge,  by any
other  party,  or any event which with  notice,  lapse of time,  or both,  would
constitute  a default  and which  would  have a material  adverse  effect on the
continued operation of the Company or its business.

     SECTION  2.20  Warranties.  There  are  no  claims  in  excess  of  $10,000
concerning  product  liability or arising from services provided which have been
made against the Company during the past three years.

     SECTION 2.21 Finders' Fees. There is no investment banker,  broker,  finder
or other  intermediary  which has been  retained by or is  authorized  to act on
behalf of CCC or the Company who might be entitled to any fee or commission from
NetWolves upon consummation of the contemplated transactions.
<PAGE>
     SECTION 2.22  Depositories;  Powers of Attorney,  Etc.  Schedule  2.22 sets
forth (i) the name of each bank or  similar  entity in which CCC or the  Company
has an  account,  lock box or safe  deposit  box and the  names  of all  persons
authorized to draw thereon or to have access thereto,  and (ii) the name of each
person  holding a general or special  power of  attorney  from the Company and a
description of the terms thereof.

     SECTION 2.23. Investment. CCC represents that it is acquiring the NetWolves
shares for its own account for  investment and not with a view to or for sale in
connection with any distribution  thereof, nor with any present intention of the
distributing  or selling the NetWolves  stock.  It is understood and agreed that
the following restrictive legend will be placed on the NetWolves stock:

     "THE SHARES  REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
     THE  SECURITIES  ACT OF 1933.  THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
     AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
     REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR
     AN OPINION OF THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER
     SAID ACT."

     SECTION 2.24 Disclosure.  Neither this Agreement, the Schedules hereto, nor
any documents or  certificates  furnished or to be furnished to NetWolves or any
of their  representatives  or  affiliates  by or on behalf of CCC or the Company
pursuant to this Agreement or in connection with the  contemplated  transactions
contains or will  contain any untrue  statement  of a material  fact or omits or
will omit to state a material  fact  necessary  in order to make the  statements
contained herein or therein not misleading.

                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF NETWOLVES

     NetWolves represents and warrants to the CCC that:

     SECTION 3.1 Corporate Existence and Power.  NetWolves is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
New York, and has all requisite powers and all material permits required to own,
lease and  operate its  properties  and to conduct  its  business  as  currently
conducted.  NetWolves is duly qualified to do business as a foreign  corporation
and is in good standing in each jurisdiction where the character of the property
owned or leased by it or the nature of its activities  makes such  qualification
necessary.

     SECTION 3.2 Authority.  NetWolves has full power, capacity and authority to
execute and deliver this  Agreement and each of the other  documents to which it
is a party and to consummate the contemplated transactions. No other proceedings
on the part of NetWolves  are  necessary to authorize the execution and delivery
by NetWolves of this Agreement or the other transaction  documents to which they
are a party or the consummation of the contemplated transactions. This Agreement
and the other documents to which NetWolves is a party have been duly and validly
executed and  delivered by  NetWolves  and  (assuming  the valid  execution  and
delivery thereof by CCC and the Company) constitute the legal, valid and binding
agreements  of  NetWolves,   enforceable  against  it  in  accordance  with  its
respective  terms,  except as such obligations and their  enforceability  may be
limited  by  applicable   bankruptcy   and  other  similar  laws  affecting  the
enforcement of creditors'  rights  generally and except that the availability of
equitable  remedies is subject to the  discretion  of the court before which any
proceeding therefor may be brought.
<PAGE>
     SECTION 3.3 No Conflicts;  Consents.  Neither the  execution,  delivery and
performance by NetWolves of this Agreement and such other  documents to which it
is a party, nor the  consummation of the contemplated  transactions (i) violates
any provision of the  Certificate  of  Incorporation  or by-laws (or  comparable
instruments)  of  NetWolves;  (ii)  requires  NetWolves  to obtain any  consent,
approval,  permit or action of or waiver from,  or make any filing with, or give
any notice to, any  governmental  body or any other person;  (iii)  requires the
approval of the  shareholders  of NetWolves;  (iv)  violates,  conflicts with or
results in a breach or default  under (after the giving of notice or the passage
of time or both),  or permits the  termination  of, any contract,  right,  other
obligation or  restriction  relating to or which  affects  NetWolves or to which
NetWolves is a party,  or by which it or its assets may be bound or subject,  or
results in the creation of any lien upon any of the assets of NetWolves pursuant
to the  terms  of any such  contract;  or (v)  violates  any law or order of any
governmental  body against,  or binding upon,  NetWolves or upon its  respective
assets.

     SECTION 3.4  Financial  Information.  Attached as Schedule 3.4 are true and
complete copies of NetWolves's audited financial  statements at and for the year
ended June 30, 1999 and Financial Statements for the additional three (3) months
period  ending  September  30,  1999  (the  "NetWolves  Financial  Statements").
NetWolves's  Financial  Statements  have been prepared in  accordance  with GAAP
consistently  applied as set forth in the notes  thereto and were audited by the
Company's   accountants.   For  the  relevant  periods,   NetWolves's  Financial
Statements:  (1) are complete and correct in all material respects;  (2) present
fairly the  financial  position  of  NetWolves  at such dates and the results of
operations  and cash flows for the respective  periods ended on such dates;  and
(3) are in accordance with the books and records  maintained by NetWolves,  with
no  differences  between such  Financial  Statements  and the financial  records
maintained and accounting methods applied by NetWolves for tax purposes,  except
as  disclosed  in the notes to the  Financial  Statements.  Notwithstanding  the
foregoing,  CCC and the  Company  have been made aware that  adjustments  may be
required  as a result  of  comment  letters  received  from the  Securities  and
Exchange  Commission and acknowledge that they have been provided with copies of
such comment letters.

     SECTION 3.5 Claims and Proceedings.  There are no outstanding orders of any
governmental  body against or involving  NetWolves.  There are no Claims pending
or,  to  NetWolves's  knowledge,  threatened  on the  date  hereof,  against  or
involving NetWolves. There exists on the date hereof, and there will exist as of
the Closing,  no fact, event or circumstance  known to NetWolves that would give
rise to any Claim that,  if pending or  threatened  on the date hereof or on the
Closing  Date,  could  reasonably  be expected  to prevent,  hinder or delay the
execution  and  performance  of  this  Agreement  or  any  of  the  transactions
contemplated  hereby,  or could  declare  this  Agreement  unlawful or cause the
rescission of any of the transactions hereunder.  NetWolves has not been charged
with or received notice of any violation of any applicable federal, state, local
or foreign law, rule, regulation,  ordinance, order or decree relating to it, or
the  operation of its  business,  and  NetWolves is not aware of any  threatened
claim of such violation.
<PAGE>
     SECTION 3.6 Finders' Fees. There is no investment banker, broker, finder or
other  intermediary which has been retained by or is authorized to act on behalf
of  NetWolves  who might be  entitled to any fee or  commission  from CCC or the
Company upon consummation of the contemplated transactions.

     SECTION 3.7 Disclosure.  Neither this Agreement,  the Exhibits hereto,  nor
any  documents  or  certificates  furnished or to be furnished to the CCC or the
Company or any of their representatives by or on behalf of NetWolves pursuant to
this Agreement or in connection with the contemplated  transactions  contains or
will contain any untrue  statement  of a material  fact or omits or will omit to
state a material fact necessary in order to make the statements contained herein
or therein not misleading.

                                   ARTICLE IV
                       CONDITIONS TO EFFECTIVENESS OF SALE

     SECTION  4.1  Conditions  to the  Obligations  of CCC  and  NetWolves.  The
obligations of CCC and NetWolves to consummate the contemplated transactions are
subject  to the  satisfaction  of the  following  conditions  on or prior to the
Closing Date:

     SECTION 4.2 No Injunction.  No provision of any applicable law and no order
shall prohibit the consummation of the contemplated transactions.

     SECTION 4.3 No Proceeding or Litigation.  No claim instituted by any person
shall have been commenced or be pending against CCC, the Company or NetWolves or
any of their  officers or  directors  which claim  seeks to  restrain,  prevent,
change or delay in any material respect the  contemplated  transactions or seeks
to challenge any of the material  terms or provisions of this Agreement or seeks
material damages in connection with any of such transactions.

     SECTION   4.4    Representations   and   Warranties,    Performance.    The
representations and warranties of the parties contained in this Agreement and in
any certificate or other writing delivered by any of the parties pursuant hereto
shall be true in all material  respects at and as of the Closing Date as if made
at and as of such  time  except as  affected  by the  transactions  contemplated
hereby.  The parties shall have duly  performed and complied with all covenants,
agreements, and conditions respectively required of them by this Agreement to be
performed or complied with on or prior to the Closing Date.

     SECTION  4.5  Delivery  of  Shares. There  shall  have been  delivered  to
NetWolves the Company Shares properly  endorsed by CCC and there shall have been
delivered to CCC the NetWolves shares.

     SECTION 4.6 Registration Rights Agreement.  NetWolves shall have executed a
registration rights agreement in the form annexed hereto on Schedule 4.6.
<PAGE>
     SECTION 4.7 Voting Trust Agreement.  CCC shall have executed a Voting Trust
Agreement in the form annexed hereto on Schedule 4.7.

     SECTION 4.8 Intellectual  Property Agreement.  CCC and NetWolves shall have
executed  an  Intellectual  Property  Agreement  in the form  annexed  hereto on
Schedule 4.8.

     SECTION 4.9 Legal  Opinions.  CCC and  NetWolves  shall each have  received
opinions  from counsel  addressed to the other party  substantially  in the form
annexed hereto on Schedule 4.9.

     SECTION  4.10  Documentation.  There  shall  have  been  delivered  to  the
respective parties at the Closing the following:

     (A) To CCC, a  certificate,  dated the Closing  Date,  of the  Secretary of
NetWolves  certifying  to all corporate  actions  taken by NetWolves,  including
resolutions  of its  board of  directors  authorizing  the  consummation  of the
contemplated  transactions  and the execution,  delivery and performance of this
Agreement  and each other  transaction  document to be  delivered  by  NetWolves
pursuant hereto.

     (B) To CCC good standing  certificates  of NetWolves  from the Secretary of
State of the states of New York and Florida.

     (C) To NetWolves a certificate, dated the Closing Date, of the Secretary of
CCC certifying to all corporate actions taken by CCC,  including  resolutions of
its  board  of  directors  authorizing  the  consummation  of  the  contemplated
transactions  and the execution,  delivery and performance of this Agreement and
each other transaction document to be delivered by CCC pursuant hereto.

     (D) To NetWolves,  good standing  certificates of CCC from the Secretary of
State of the states of New York and Delaware.

     (E) To NetWolves,  written resignations effective as of the Closing Date of
all directors, officers, trustees and bank signatories of the Company as well as
written  instructions to each bank at which the Company has an account or credit
facility or at which the Company rents a safe deposit box informing such bank of
the said  resignations  and revoking  the  authority of said persons to act with
respect to said  account,  credit  facility  or trust and to have access to said
safe  deposit  box. In  addition,  there shall also be  delivered  to  NetWolves
effective the Closing Date the written  surrender of all persons  holding powers
of  attorney  from the  Company of their  authority  and power to act under such
powers of attorney.

     (F) To NetWolves, the minute books, certificate of incorporation,  by-laws,
stock  certificate  and  transfer  books,  stock  ledgers,  financial  and other
corporate records and the corporate seal of the Company.
<PAGE>
                                    ARTICLE V
                      ADDITIONAL AGREEMENTS OF THE PARTIES

     SECTION 5.1 Confidentiality.  Each of the Parties for themselves,  and each
of their respective Representatives and affiliates, covenants and agrees that it
shall  treat and  safeguard  as  confidential  and  secret  and shall not use or
disclose to others any proprietary or confidential  information  (the "Protected
Information") disclosed to it, its agents, representatives, officers, directors,
employees or advisors with respect to the transactions contemplated herein. Each
of the parties and their  affiliates  shall  return to the others all  Protected
Information  furnished to any of them or any of their  agents,  representatives,
officers,  directors,  employees  or  advisors  by the  others or their  agents,
representatives,  officers, directors,  employees or advisors and shall maintain
such  confidentiality  until the Closing Date,  except as required by applicable
legal  requirements.  For purposes of this Section  5.1,  Protected  Information
shall not include any information  which is, at the time of its  disclosure,  in
the  public  domain  or  otherwise  becomes  available  to a  party  on  a  non-
confidential  basis from an  independent  source  which is not  prohibited  from
revealing such information.

                                   ARTICLE VI
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES,
                             COVENANTS AND AGREEMENT

     SECTION 6.1 Survival of Representations and Warranties.

     Except  as  expressly  provided  in this  Agreement,  all  representations,
warranties and covenants made hereunder or pursuant hereto or in connection with
the transactions  contemplated hereby shall not terminate, but shall survive the
Closing and continue in effect until the expiration of three (3) years following
the Closing Date, at which time they shall expire;  provided,  however, that any
such  representation  or warranty  as to which a claim shall have been  asserted
during such  survival  period  shall  continue in effect until such time as such
claim shall have been resolved or settled. Any representation and warranty given
or made  herein or in any other  document or  agreement  shall be deemed to have
been  relied  upon  by  the  recipient   notwithstanding  any  investigation  or
inspection made by or on behalf of such recipient and/or the knowledge  obtained
or  possessed  by such  recipient  as of the  Closing  Date as a result  of such
inspection or investigation or otherwise.

                                   ARTICLE VII

                                 INDEMNIFICATION

     SECTION 7.  Indemnification.

          7.1  Obligation of CCC to  Indemnify.  CCC hereby agrees to indemnify,
defend and hold harmless  NetWolves (and their respective  directors,  officers,
employees,  affiliates,  successors  and  assigns)  from and against all claims,
losses, liabilities,  damages,  deficiencies,  judgments,  settlements, costs of
investigation or other expenses  (including  interest,  penalties and reasonable
attorneys'  fees and  disbursements  and  expenses  incurred in  enforcing  this
indemnification  or in any litigation between the parties or with third parties)
(collectively,  the  "Losses")  suffered or incurred by  NetWolves or any of the
foregoing persons arising out of any breach of the representations,  warranties,
covenants  and  agreements  of CCC  contained in this  Agreement or the exhibits
hereto.
<PAGE>
          7.2 Obligation of NetWolves to Indemnify.  NetWolves  hereby agrees to
indemnify,  defend and hold harmless CCC from and against any Losses suffered by
CCC by reason of any breach of the  representations  and warranties,  covenants,
and agreements of NetWolves contained in this agreement or the schedules hereto.

          7.3  Notice and Opportunity to Defend Third-Party Claims.

               (A) Promptly after receipt by any party hereto (the "Indemnitee")
of notice of any demand,  claim, or circumstance  which would or might give rise
to a claim or the  commencement  (or  threatened  commencement)  of any  action,
proceeding or investigation (an "Asserted Liability") that may result in a Loss,
the Indemnitee  shall give notice thereof (the "Claims  Notice") to the party or
parties obligated to provide indemnification pursuant to Section 7.1 or 7.2 (the
"Indemnifying  Party").  The Claims Notice shall describe the Asserted Liability
in reasonable detail and shall indicate the amount (estimated, if necessary, and
to the  extent  feasible)  of the Loss that has been or may be  suffered  by the
Indemnitee. The failure to notify the Indemnifying Party timely or in the manner
described hereunder shall preclude  indemnification  otherwise available only if
and to the extent that the Indemnifying Party is actually prejudiced thereby.

               (B) The  Indemnifying  Party  may  elect  to  defend,  at its own
expense and with its own counsel,  any Asserted  Liability.  If the Indemnifying
Party elects to defend such Asserted Liability, it shall within thirty (30) days
(or sooner,  if the nature of the Asserted  Liability  so  requires)  notify the
Indemnitee of its intent to do so, and the Indemnitee  shall  cooperate,  at the
expense of the Indemnifying Party, in the defense of such Asserted Liability. If
the  Indemnifying  Party elects not to defend the Asserted  Liability,  fails to
notify the  Indemnitee  of its  election  as herein  provided  or  contests  its
obligation  to indemnify  under this  Agreement  with  respect to such  Asserted
Liability,  the Indemnitee may pay, compromise or defend such Asserted Liability
at the sole cost and  expense of the  Indemnifying  Party.  Notwithstanding  the
foregoing,  neither  the  Indemnifying  Party nor the  Indemnitee  may settle or
compromise any claim without the consent or approval of the other, which consent
or approval shall not be  unreasonably  withheld or delayed.  In any event,  the
Indemnitee and the Indemnifying Party may participate,  at their own expense, in
the defense of such Asserted  Liability.  If the  Indemnifying  Party chooses to
defend any  Asserted  Liability,  the  Indemnitee  shall make  available  to the
Indemnifying Party any books, records or other documents within its control that
are necessary or  appropriate  for such defense.  Any expenses of any Indemnitee
for which  indemnification  is  available  hereunder  shall be paid upon written
demand therefor.
<PAGE>
                                  ARTICLE VIII

                                  MISCELLANEOUS

     SECTION 8.1  Notices.

     (A) Any notice or other communication required or permitted hereunder shall
be in writing and shall be delivered by recognized  overnight courier, or mailed
(by registered or certified mail, postage prepaid) as follows:

          (i)  If to NetWolves:

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

               with copy to:

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

          (ii) If to the CCC:

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

               with copy to:

               Beckman, Millman & Sanders, LLP
               116 John Street, Suite 1313
               New York, New York  10038
               Attn:  Michael Beckman, Esq.


     (B) Each  such  notice  or other  communication  shall  be  effective  when
delivered at or mailed to the address specified in Section 8.1(A).  Any party by
notice  given in  accordance  with  this  Section  8.1 to the  other  party  may
designate another address or person for receipt of notices hereunder. Notices by
a party may be given by counsel to such party.
<PAGE>
     SECTION 8.2 Entire  Agreement.  This  Agreement  (including  the  Schedules
hereto)  and  the  collateral   agreements   executed  in  connection  with  the
consummation  of the  contemplated  transactions  contain  the entire  agreement
between  the  parties  with  respect to the  subject  matter  hereof and related
transactions and supersede all prior  agreements,  written or oral, with respect
thereto.

     SECTION  8.3  Waivers  and  Amendments.  This  Agreement  may  be  amended,
superseded, canceled, renewed or extended only by a written instrument signed by
the  parties  hereto.  The  provisions  hereof  may be waived in  writing by the
parties hereto. No delay on the part of any party in exercising any right, power
or privilege  hereunder shall operate as a waiver thereof,  nor shall any waiver
on the part of any party of any such right,  power or privilege,  nor any single
or partial exercise of any such right, power or privilege,  preclude any further
exercise  thereof or the exercise of any other such right,  power or  privilege.
Except as otherwise provided herein, the rights and remedies herein provided are
cumulative  and are not  exclusive of any rights or remedies  that any party may
otherwise have at law or in equity.

     SECTION 8.4 Governing Law. This  Agreement  shall be governed and construed
in  accordance  with the laws of the State of New York  applicable to agreements
made and to be  performed  entirely  within  such State,  without  regard to the
conflict of laws rules thereof.

     SECTION 8.5 Consent to Jurisdiction and Service of Process. For all matters
not covered by Section 8.10, the parties hereto irrevocably:  (a) agree that any
suit,  action or other legal  proceeding  arising out of this  Agreement  may be
brought  in the  courts  of the State of New York or the  courts  of the  United
States located in the State of New York (b) consent to the  jurisdiction of each
court in any such suit,  action or  proceeding,  (c) waive any  objection  which
they, or any of them,  may have to the laying of venue of any such suit,  action
or proceeding in any of such courts,  and (d) waive the right to a trial by jury
in any such suit, action or other legal proceeding.

     SECTION 8.6 Binding  Effect;  No Assignment.  This Agreement and all of its
provisions,  rights and obligations shall be binding upon and shall inure to the
benefit of the parties hereto and their respective  successors,  heirs and legal
representatives.   This   Agreement  may  not  be  assigned  and  any  purported
assignment,  unless consented to by the non-assigning parties, shall be void and
without  effect.  Nothing  herein  express or implied  is  intended  or shall be
construed  to confer  upon or to give anyone  other than the parties  hereto and
their  respective  heirs,  legal  representatives  and  successors any rights or
benefits  under or by reason of this Agreement and no other party shall have any
right to enforce any of the provisions of this Agreement.

     SECTION  8.7   Schedules.   All  Schedules   attached   hereto  are  hereby
incorporated by reference into, and made a part of, this Agreement.

     SECTION 8.8 Severability. If any provision of this Agreement for any reason
shall be held to be illegal, invalid or unenforceable, such illegality shall not
affect  any other  provision  of this  Agreement,  but this  Agreement  shall be
construed as if such illegal,  invalid or unenforceable provision had never been
included herein.
<PAGE>
     SECTION 8.9  Counterparts.  The  Agreement may be executed in any number of
counterparts,  each of which  shall be deemed to be an  original  as against any
party  whose  signature  appears  thereon,  and  all  of  which  shall  together
constitute one and the same instrument. This Agreement shall become binding when
one or more counterparts hereof,  individually or taken together, shall bear the
signatures of all of the parties reflected hereon as the signatories.

     SECTION 8.10 Arbitration Clause. All disputes or controversies  (whether of
law of fact) of any nature whatsoever arising from or relating to this Agreement
and the transactions  contemplated hereby shall be decided by arbitration by the
American  Arbitration  Association  (the  "Association")  in accordance with the
rules and  regulations of the  Association,  except that either party shall have
the right to seek equitable relief independently, including, but not limited to,
temporary  restraining orders,  provisional and/or permanent  injunctive relief,
specific  performance  or any other  equitable  remedy as may be  appropriate to
enforce or prevent the  violation  of, any of the terms and  conditions  of this
Agreement.

               In the event a dispute or  controversy  arises,  either party may
submit the dispute to the American  Arbitration  Association in Garden City, New
York for arbitration in accordance with and subject to the rules of the American
Arbitration  Association then in effect.  The parties agree that the arbitration
shall be conducted before three (3) arbitrators. Additionally, the parties agree
that prior to the conduct of  hearings,  they will  cooperate in the exchange of
documents,  exhibits and information pursuant to detailed demands therefor,  and
such  other  discovery  as they  may  agree  upon or the  arbitrators  may  deem
appropriate in the circumstances.  The decision of a majority of the arbitrators
shall be rendered  within  sixty (60) days after the close of hearings and shall
be binding upon all parties, and a judgment or decree upon the decision rendered
by the arbitrators may be entered in any court of competent  jurisdiction.  Each
party required to participate shall be responsible for its or his pro rata share
of the fees and costs of arbitration, including, but not limited to, the cost of
a full stenographic  record of the proceedings which the parties hereby agree in
advance will be  required;  provided,  however,  that the  arbitrators  shall be
authorized  to award legal fees and costs to the  prevailing  party,  based upon
their consideration of the merits of the claims, the merits of the defenses, and
the results obtained from the arbitration.

               At the  request of any party,  arbitration  proceedings  shall be
conducted  confidentially;  in which case all  documents,  testimony and records
shall be received,  heard and maintained by the arbitrators in confidence  under
seal,  available for inspection only by the  Association,  the parties and their
respective attorneys and experts, each of whom shall agree in writing to receive
such information  confidentially and to maintain such information in confidence.
Hearings in the  arbitration  proceeding  shall commence  within sixty (60) days
after the selection of the arbitrators.

     SECTION 8.11 Fees and Expenses. NetWolves shall pay its own fees, costs and
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated hereby, including, but not limited to, the fees, costs and expenses
of its  accountants  and  counsel.  CCC shall pay the fees,  costs and  expenses
incurred  by  them in  connection  with  this  Agreement  and  the  transactions
contemplated hereby, including, but not limited to, the fees, costs and expenses
of its accountants and counsel.
<PAGE>
     SECTION  8.12  Reasonable  Efforts.  Subject  to the terms  and  conditions
provided in this Agreement,  each of the parties hereto shall use its reasonable
best efforts to take  promptly,  or cause to be taken,  all  actions,  and to do
promptly,  or cause to be done, all things necessary,  proper or advisable under
applicable   laws  and   regulations   to  consummate  and  make  effective  the
transactions  contemplated hereby, to obtain all necessary waivers, consents and
approvals  and to effect all necessary  registrations  and filings and to remove
any injunctions or other impediments or delays, legal or otherwise,  in order to
consummate and make effective the  transactions  contemplated  by this Agreement
for the purpose of securing to the parties hereto the benefits  contemplated  by
this Agreement.

     SECTION 8.13  Headings.  The headings  contained in this  Agreement are for
reference  purposes  only  and  shall  not  affect  in any way the  meaning  and
interpretation of this Agreement.
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, on the
day and year first above written.

                              NETWOLVES CORPORATION

                              /s/ Walter M. Groteke
                              By:  Walter M. Groteke
                              Chairman of the Board

                              COMPUTER CONCEPTS CORP.

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

                              COMPUTERCOP, INC.

                              /s/ Daniel J. DelGiorno

                              By:   Daniel J. DelGiorno
                              President