Exhibit 10.14

                           SECOND AMENDMENT TO LEASE

     THIS SECOND  AMENDMENT TO LEASE is made as of August 12, 2005 (this "Second
Amendment"),  between DA COLONIAL LLC  ("Landlord")  and  NETWOLVES  CORPORATION
("Tenant").

                                   RECITALS:

     A. Landlord's  predecessor in interest and Tenant entered into a lease (the
"Base Lease") dated  September 29, 2000, as amended by first amendment to office
lease agreement dated January 22, 2001 (as so amended, the "Lease"), which Lease
demises certain premises in Suite 100 (the "Existing  Premises") of the building
located at 4805  Independence  Parkway  (f/k/a  4002 N.  Eisenhower  Boulevard),
Tampa, Florida (the "Building").

     B. Tenant  desires to  surrender a portion of the  Existing  Premises  (the
"Surrender   Premises"),   retain  a  portion  of  the  Premises  consisting  of
approximately  17,316 Gross Rentable  Square Feet (the  "Retained  Premises") as
shown on  Exhibit A hereto,  and to  terminate  the Lease  with  respect  to the
Surrender  Premises  only,  and Landlord is willing to accept such surrender and
modify the Lease in accordance with the terms and conditions set forth herein

     C.  Tenant  and  Landlord  desire to extend the term of the Lease as to the
Retained  Premises and to memorialize and confirm other changes to the terms and
conditions of the Lease as set forth below.

     D.  Tenant  and  Landlord  desire  to  extend  the term of the Lease and to
memorialize  and confirm other changes to the terms and  conditions of the Lease
as set forth below.

                                   AGREEMENT:

     NOW, THEREFORE,  in consideration of the mutual covenants herein contained,
and other good and valuable consideration,  the receipt and sufficiency of which
are  hereby  conclusively  acknowledged,  Landlord  and Tenant  hereby  agree as
follows:

     1. The above Recitals are specifically incorporated herein by reference.

     2. In the event the terms or conditions of this Second  Amendment  conflict
with,  disagree with, or add to any term(s) or condition(s)  of the Lease,  this
Second   Amendment   shall  be  deemed   controlling  and  shall  supersede  any
contradictory provision(s).

     3. All capitalized terms and other terms not otherwise defined herein shall
have the meanings ascribed to them in the Lease.

     4. The term of the Lease is hereby extended by five (5) years commencing on
February 1, 2006 (the "Renewal  Date") and  terminating on January 31, 2011 (the
"Extended  Term").  All  references  to the "term" or the "Term" under the Lease
shall mean the Term as extended by this Second Amendment.

     5. Effective as of August 1, 2005:

     (a) Base Rent shall be:

<TABLE>
<CAPTION>

Period                                    Annual Base Rent   Monthly Base Rent
------                                    ----------------   -----------------

<S>                                          <C>                <C>
August 1, 2005 through January 31, 2006      $155,844.22        $12,987.02
February 1, 2006 through July 31, 2006       $311,688.43        $25,974.04
August 1, 2006 through July 31, 2007         $324,675.45        $27,056.29
August 1, 2007 through July 31, 2008         $337,662.47        $28,138.54
August 1, 2008 through July 31, 2009         $350,649.49        $29,220.79
August 1, 2009 through July 31, 2010         $363,636.50        $30,303.04
August 1, 2010 through January 31, 2011      $376,623.52        $31,385.29
</TABLE>

     (b) Basic Costs  shall  continue to be  determined  based on the  Operating
Expenses incurred by Landlord in calendar year 2006.

                                  Page 1 of 12
<PAGE>

     (c) HVAC  services  outside  of the  regular  Hours of  Operation  shall be
available upon Tenant's  request at a cost to Tenant of $35.00/hour  (subject to
equitable  adjustment if Landlord's cost of supplying services changes),  with a
two (2) hour minimum requirement.

     (d) Paragraph 33 of the Base Lease is deleted and deemed null,  void and of
no  further  force or effect.  Tenant  shall  place no signs upon the  Premises,
Building or Complex except as permitted by Landlord in its sole discretion.

     6. Surrender of the Surrender Premises:

     (a) On or before the date which is ten (10) calendar days after the date of
this Second Amendment, Tenant shall irrevocably surrender the Surrender Premises
to Landlord vacant,  broom clean and in good order and condition,  ordinary wear
and tear excepted.

     (b) Tenant  shall,  at no cost or expense to Landlord,  modify the security
access  system in the  Existing  Premises  and  remove  same from the  Surrender
Premises.

     (c)  Tenant   hereby   warrants   and   represents   to   Landlord,   which
representations  and warranties shall survive the execution and delivery of this
Second Amendment and the termination of the Lease, that:

     i)   possession of the Surrender  Premises  shall be delivered by Tenant to
          Landlord  on the  Surrender  Date  vacant  and  free  of all  tenants,
          subtenants, licensees and other occupants,

     ii)  there are no verbal or written  leases,  licenses,  subleases or other
          agreements  whatsoever affecting in any respect the Surrender Premises
          or any part  thereof,  nor any  entity  having any  claim,  right,  or
          interest  in,  to or under  the Lease or the  Surrender  Premises  by,
          through or under Tenant;

     iii) no person or entity  other than Tenant has  acquired  through or under
          Tenant any right,  title or interest  in, to or under the Lease or the
          term and  estate  thereby  granted or in and to all or any part of the
          Surrender Premises,  including,  without limitation,  all alterations,
          installations,  additions  and  improvements  in and to the  Surrender
          Premises;

     iv)  any  and  all  personal  property  of  any  type,  including,  without
          limitation,  office  furniture,  computer  equipment,   telephone  and
          communications equipment,  fixtures, shelving and office supplies (the
          "Personalty")  remaining in the Surrender Premises after the Surrender
          Date is owned by Tenant  free and clear of any  obligations,  liens or
          other debts to third parties. As of the Surrender Date, the Personalty
          shall be deemed  abandoned by Tenant to Landlord and Tenant shall have
          no further claim to ownership  thereof.  Landlord shall have the right
          to dispose of the Personalty in any manner Landlord deems appropriate,
          in Landlord's sole and absolute discretion, and Landlord shall have no
          liability to Tenant  therefore.  Tenant  agrees to indemnify  and hold
          Landlord  harmless from any and all (i) costs and expenses incurred by
          Landlord  for the  removal or  disposal  of the  Personalty,  and (ii)
          claims by third parties for ownership, obligation, payment, debt, loss
          or damage to any item or items of Personalty so abandoned.

     (d) Subject to  Tenant's  obligations  set forth in this Second  Amendment,
Landlord  hereby  agrees to accept  surrender  of the  Surrender  Premises  when
tendered by Tenant and terminate the Lease as to the Surrender  Premises,  only.
The actual date of acceptance by Landlord of surrender of the Surrender Premises
shall be the "Surrender Date".

     (e) Tenant and Landlord hereby  mutually  release each other from and after
the  Surrender  Date  of and  from  any and all  claims,  damages,  obligations,
liabilities,  actions  and causes of action of every kind and nature  whatsoever
arising  under the Lease and  relating to the  Surrender  Premises,  except that
nothing set forth in this paragraph shall be deemed to affect the obligations of
Tenant (i)  arising  under this Second  Amendment;  or (ii)  expressly  provided
herein or in the Lease to  survive  the  Surrender  Date or  termination  of the
Lease, as applicable.

     (f) Tenant shall remain  responsible  for Rent of any and all types for the
Surrender Premises through July 31, 2005.

                                  Page 2 of 12
<PAGE>

     (g) In the  event  Tenant  fails  to  deliver  the  Surrender  Premises  to
Landlord, fully in compliance with the terms of the Lease and this Agreement, on
or before the Surrender Date, Tenant shall be deemed to have held over as to the
Surrender  Premises and be subject to the  provisions  of the Lease  relating to
hold over tenancies.

     7. Beginning on the Surrender Date:

     (a)  Except  as may be  otherwise  set out in this  Second  Amendment,  the
Premises or Demised Premises shall mean the Retained Premises only.

     (b) Tenant's Pro-rata Share or Proportionate Share shall be 21.87%, subject
to adjustment per terms of the Lease.

     (c) Tenant shall have the use of a total of sixty nine (69) parking spaces,
sixty  five  (65) on a non-  exclusive,  undesignated  basis  and  four (4) on a
designated basis.

     8. Tenant is in  possession of the Demised  Premises and shall  continue to
lease  Demised  Premises  in its "AS IS"  condition,  subject to  completion  by
Landlord,  at no additional cost or expense to Tenant,  of the  improvements set
out in Exhibit B (the "Landlord's Work").

     9.  Prior to  offering  the  Surrender  Premises  for lease to  prospective
tenants,  Landlord shall first offer to lease the Surrender  Premises to Tenant,
provided  Tenant is not in  default  under this  Lease at the time  Landlord  is
offering  to lease the  Surrender  Premises.  The  Surrender  Premises  shall be
offered for lease to Tenant on the same terms and conditions as Landlord is then
offering to third party prospective tenants (including, without limitation, Rent
and term).  Tenant shall have five (5) days from the date of Landlord's offer to
accept  Landlord's terms and conditions as offered,  it being understood that if
Tenant does not give Landlord notice of such acceptance within such five (5) day
period,  Tenant shall be deemed to have rejected  Landlord's  offer and Landlord
shall be free to lease the Surrender Premises to tenant(s) other than Tenant. If
Tenant accepts  Landlord's  offer within such five (5) day period,  Landlord and
Tenant shall enter into an amendment to the Lease  incorporating  the  Surrender
Space and the terms of leasing.  Notwithstanding  the foregoing,  Landlord shall
not be obligated to offer the Surrender Premises to Tenant for lease if the Term
of this Lease (which shall  include any renewal term only if the renewal  option
has been irrevocably exercised by Tenant) is scheduled to expire within one year
after the date Landlord begins offering to lease the Surrender Premises.

     10. Auxiliary Generator

     (a)  Subject to  agreement  by Landlord  and Tenant on the  location of the
necessary  equipment,  Landlord agrees to lease to Tenant an area on the outside
of the Building (the  "Generator  Pad") as is more fully  described and shown in
Exhibit C. For all purposes,  except as may be otherwise  set out herein,  as of
the date of this  Second  Amendment  the  Demised  Premises  shall be  deemed to
include the Generator Pad.

     (b) The  Generator Pad shall be used by Tenant as the location of a back-up
electrical  generator  (the  "Generator")  having the size,  capacity  and other
specifications  set forth in the Generator Plans annexed hereto as Exhibit D and
such ancillary equipment,  piping, electrical equipment and related items as are
necessary and appropriate to the use of the Generator,  also as set forth in the
Generator Plans (the Generator and the ancillary installations collectively, the
"Generator Improvements") and for no other purpose.

     (c) Tenant agrees and acknowledges  that it is leasing the Generator Pad in
its "as is" and "where is" condition and that Landlord  shall have no obligation
or duty to undertake or to pay for any  improvement  of or to the Generator Pad.
In addition,  Landlord shall have no duty or obligation  whatsoever with respect
to the installation,  use,  maintenance,  repair,  replacement or removal of the
Generator Improvements.  Landlord makes no representation that the Generator Pad
or any other part of the Building is suitable for Tenant's use.

     (d) Tenant  shall,  at no cost or expense to Landlord,  cause the Generator
Pad to be improved and completed and the Generator  Improvements to be installed
and  made  operational  in  accordance  with the  Generator  Plans,  which  work
(including  materials,  supplies,  components,  labor and services  therefor) is
herein referred to as the "Tenant Work".

     (e) Tenant's Contractor.

                                  Page 3 of 12
<PAGE>

     i)   The  Tenant  Work  is  to  be  performed  by a  contractor  ("Tenant's
          Contractor")  selected  by  Tenant,   subject  to  Landlord's  advance
          approval.  Landlord  will  not  unreasonably  withhold  or  delay  its
          approval  of  any  contractor  submitted  by  Tenant,  and  Landlord's
          disapproval  shall not be considered  unreasonable  if the disapproved
          contractor  may, in  Landlord's  sole  opinion,  prejudice  Landlord's
          relationship  with  Landlord's  contractors or  subcontractors  or the
          relationship  between such  contractors  and their  subcontractors  or
          employees, or otherwise disturb harmonious labor relations.

     ii)  Tenant  shall  require that  Tenant's  Contractor  maintain  insurance
          coverages for workers compensation insurance (at statutory limits) and
          comprehensive   general  liability  insurance,   all  in  commercially
          reasonable  amounts  but of at  least  $1,000,000.00  combined  single
          limit,  each  occurrence,  and with licensed and qualified  companies.
          Such   coverage   shall   include,   but  shall  not  be  limited  to:
          Comprehensive   Form,   Premises   Operation,   Explosion,   Collapse,
          Contractor's     Pollution     Liability,      Underground     Hazard,
          Products/Completed Operations Hazard, Contractual Coverage, Broad Form
          Property Damage, Independent Contractors and Personal Injury (employee
          exclusion   deleted).   All  such   insurance   (other  than   workers
          compensation  insurance) shall name Landlord as an additional  insured
          and provide that such shall not be modified or amended without 20 days
          prior  notice to  Landlord.  Tenant  shall  provide  evidence  of such
          insurance prior to the commencement of the Tenant Work.

     iii) Tenant agrees to hire, and/or require Tenant's  Contractor to hire, an
          electrician  acceptable  to Landlord for all high  voltage  electrical
          work required in connection with the Tenant Work.

     iv)  Landlord,  or its  affiliate,  shall  have  the  right  to bid for the
          contract for the Tenant  Work.  In the event Tenant hires a contractor
          other than Landlord or its affiliate, Landlord shall have the right to
          charge  Tenant  a  construction  supervision  fee on any  construction
          project  which  exceeds   $25,000.00,   which  fee  shall  not  exceed
          $1,500.00.

     (f) Prior to commencement of the Tenant Work,  Tenant will provide Landlord
with  copies  of the  building  permit  and any and all other  required  permits
respecting the Tenant Work. Additionally, upon completion of the Tenant Work and
prior to occupancy or use of the Generator Improvements,  Tenant will deliver to
Landlord  a copy  of the  permanent  Certificate  of  Occupancy  respecting  the
Generator Pad, if applicable, and any other permits necessary to be issued prior
to the use of the Generator Improvements.

     (g) The Tenant Work shall be constructed, installed, completed, maintained,
decommissioned  and  removed by Tenant at no cost or expense to  Landlord,  in a
good and workmanlike manner and fully in compliance with all applicable permits,
authorizations,  approvals,  building and zoning laws,  fire codes and all other
applicable laws, ordinances,  orders, rules, regulations and requirements of all
federal,  state,  county and municipal  governments,  departments,  commissions,
boards,  agencies and officers,  including without  limitation all environmental
laws and  regulations of above ground storage tanks,  and in compliance with the
terms of this Lease.

     (h) Tenant agrees to use its reasonable efforts to minimize any disturbance
of  Landlord  or any other  tenant  of the  Building  by the  Tenant  Work.  All
activities of the Tenant Work shall be  coordinated  with the  Landlord's  local
property  manager.  Prior to the  commencement of the Tenant Work,  Tenant shall
provide to Landlord a construction  schedule with respect thereto.  Landlord and
its representatives  shall have the right, but not the obligation,  from time to
time during the  construction of the Generator  Improvements and the performance
of the  Tenant  Work to inspect  the work being done to insure  that the same is
being done in accordance with the terms of the Lease.  Any such inspection shall
not  relieve  Tenant  from any duty or  obligation  hereunder  or be  deemed  an
approval of any work by Landlord.

     (i)  Tenant  and  its  contractors  and  subcontractors   shall  be  solely
responsible  for the  transportation,  safekeeping  and storage of materials and
equipment  used in the  performance of the Tenant Work, for the removal of waste
and  debris  resulting  therefrom,  and for  any  damage  caused  by them to any
installations, property or improvements of Landlord, or any other tenant.

     (j) Specific Requirements.

     i)   In addition to all other  requirements  set forth  herein,  the Tenant
          Work shall  include the  restoration  of all grass,  curbing,  paving,
          landscaping  and other  property of Landlord  disturbed in  connection
          with the Tenant  Work.  Such items shall be replaced or  repaired,  as
          reasonably  determined  by  Landlord,  by  Tenant at its sole cost and
          expense, to a condition substantially similar to the condition of such
          items prior to such disturbance.

                                  Page 4 of 12
<PAGE>

     ii)  All  electrical  panels,  control  boxes,  switches and other  devices
          required  in  connection   with  the  Tenant  Work  or  the  Generator
          Improvements  shall be installed  and mounted in the Demised  Premises
          only.

     iii) Landlord  reserves  the  right  to  require  Tenant  to  erect  visual
          screening around the Generator  Improvements  for aesthetic  purposes,
          provided  such  screening  does  not  interfere  with  the  use of the
          Generator  Improvements.  If such  screening is to be erected,  Tenant
          shall,  at  Tenant's  sole cost and  expense,  obtain  any  permit(s),
          license(s) or other forms of legal  authority  required for same.  The
          Generator  Improvements shall be fenced or otherwise secured away from
          public  access.  At all times,  Tenant shall supply  Landlord with any
          keys,  codes or  similar  information  such that  Landlord  shall have
          access to the Generator Improvements at all times.

     iv)  The Tenant Work shall be completed no later than January 31, 2011.  In
          the event  Tenant  fails to complete the Tenant Work by the said date,
          Tenant  shall  have  no  further  right  to  the  Generator  Pad or to
          undertake the Tenant Work. In addition,  Landlord shall have the right
          to dismantle,  destroy and dispose of any Tenant Work and any property
          or  improvement  of Tenant that has been placed upon the Generator Pad
          or in the Building's common area prior to such date by or on behalf of
          Tenant.  Tenant agrees to reimburse Landlord,  within (30) days of its
          receipt of Landlord's  invoice,  all of Landlord's  costs and expenses
          incurred  in  removing  and  disposing  of any  Tenant  Work and other
          property and improvements.

     (k) Mechanics' and Other Liens.

     i)   Tenant covenants that it shall not (and has no authority to) create or
          allow any encumbrance against the Demised Premises,  the Building,  or
          any part of any thereof or of Landlord's interest therein.

     ii)  Notwithstanding  anything to the contrary in this Second  Amendment or
          in  any  other  writing  signed  by  Landlord,   neither  this  Second
          Amendment,  the Lease,  nor any other writing signed by Landlord shall
          be construed as evidencing,  indicating, or causing an appearance that
          any erection, construction, alteration or repair to be done, or caused
          to be done,  by  Tenant  is or was in fact for the  immediate  use and
          benefit  of  Landlord.  Further,  notwithstanding  anything  contained
          herein to the contrary,  nothing  contained in or contemplated by this
          Second Amendment shall be deemed or construed in any way to constitute
          the consent or request on the part of Landlord for the  performance of
          any work or services or the  furnishing of any materials for which any
          lien could be filed  against the Demised  Premises or the  Building or
          any art of any  thereof,  nor as giving  Tenant any right,  power,  or
          authority  to contract  for or permit the  performance  of any work or
          services or the  furnishing  of any materials for which any lien could
          be filed against the Demised Premises, the Building of any part of any
          thereof.

     iii) Prior  to the  commencement  of any  work on the  Generator  Pad,  the
          Demised  Premises  or  the  Building  by or on  behalf  of  Tenant  in
          connection  with the Tenant Work,  Tenant shall, to the extent allowed
          under  applicable  local law, cause its general  contractor to execute
          and  deliver to  Landlord  for filing a Waiver of  Mechanic's  Lien in
          recordable form. Tenant shall include in its contract with its general
          contractor and shall cause the general contractor to include in all of
          its subcontracts a general waiver of mechanic's liens.

     (l) Insurance.

     i)   In addition to any insurance required to be maintained by Tenant under
          the Lease,  Tenant shall maintain,  at its expense,  in full force and
          effect boiler and machinery insurance,  insuring against explosion and
          other perils,  on the Generator  and the Generator  Improvements  in a
          coverage amount of at least $2,000,000.

     ii)  In the event the installation,  maintenance,  use, repair, replacement
          or removal of the Generator  and/or the Generator  Improvements  shall
          cause or result in any increase in Landlord's insurance premiums, such
          increase shall be billed to an paid by Tenant as Additional Rent.

     (m) During the construction of the Tenant Work,  Tenant shall maintain,  in
full force and effect, at its sole cost and expense,  Builder's Risk coverage in
an amount reasonably acceptable to Landlord. All other insurance requirements of
the Lease will apply to the Generator Pad as well.  All  provisions of the Lease
relating to  environmental  matters shall also apply to the  Generator  Pad. The
Generator Pad will be maintained solely by Tenant, to the standards by which the
Building is  maintained.  The insurance  policies  required under this Paragraph

                                  Page 5 of 12
<PAGE>

shall name  Landlord and its managing  agent,  if any, as  additional  insureds.
Prior to  commencement  of the Tenant  Work,  Tenant  shall  deliver to Landlord
evidence of such insurance. Such insurance shall be issued by a company licensed
in the State of Florida and  reasonably  acceptable  to Landlord.  Such policies
shall  provide  that they shall not be  cancelled  or  amended  without at least
twenty (20) days prior notice to Landlord and its managing agent.

     (n)  Tenant,  at no  cost  or  expense  to  Landlord,  shall  enter  into a
maintenance contract for the Generator  Improvements with a  service/maintenance
company  reasonably  acceptable  to  Landlord  and  shall  provide a copy of the
contract to Landlord.  Landlord  reserves  the right to require any  maintenance
testing of the Generator Improvements to be performed on weekends.

     (o)  At  least  thirty  (30)  days  prior  to  the  expiration  or  earlier
termination  of  the  Term  of the  Lease,  or if  otherwise  required  by  law,
governmental   authority   or  Landlord,   Tenant  shall  cause  the   Generator
Improvements  to be removed  from the  Generator  Pad and the  Building  and the
Generator  Pad to be restored to a condition  that is  substantially  similar to
that existing on the date of this Second Amendment  (collectively,  the "Removal
Work").  The Removal Work shall be  considered to be part of the Tenant Work and
Tenant shall be subject to and shall comply with the provisions set forth herein
with respect to the Tenant Work.

     (p) In  addition  to,  and  not as a  limitation  of,  any  indemnification
obligations of Tenant set forth in the Lease, Tenant agrees to indemnify, defend
(with counsel acceptable to Landlord) and hold Landlord, its agents,  directors,
officers and employees,  harmless from and against any and all claims, injuries,
liabilities,  obligations,  damages, penalties, causes of action, costs, charges
and  expenses,   including   reasonable   attorneys'   fees,   court  costs  and
administrative  costs  which may be imposed  upon or  incurred by or asserted by
reason of the Tenant's Work, any negligence or other wrongful act or omission on
the part of Tenant or its contractor or  subcontractors or any failure of Tenant
to perform or comply with any covenant, condition or agreement contained in this
Second Amendment or the Lease on its part to be complied with or performed.

     (q) Environmental Issues.

     i)   Tenant shall conduct all of its  operations on the Generator  Pad, the
          Demised  Premises and in the Building in compliance with all statutes,
          ordinances,   regulations,  orders,  or  requirements  of  common  law
          concerning   (i)  the  use  of  the   Generator   and  the   Generator
          Improvements,  (ii) the  construction  of the Generator  Improvements,
          (iii)  the  handling  of any  materials,  (iv)  the  discharge  of any
          emission, or (v) the storage,  treatment,  or disposal of any waste at
          or  connected   with  Tenant's  use  of  the  Generator   Improvements
          ("Environmental Statutes"). Tenant shall obtain all permits, licenses,
          or  approvals  and  shall  make  all   notifications  as  required  by
          Environmental  Statutes.  Tenant  shall at all times  comply  with the
          terms and  conditions of any such  permits,  licenses,  approvals,  or
          notifications.

     ii)  No Contamination.

          (A)  Tenant shall not cause  contamination  of the Generator  Pad, the
               Demised   Premises  or  the   Building  by  toxic  or   hazardous
               substances,  toxic or  hazardous  wastes,  or emissions as may be
               defined under any Environmental  Statute as may from time to time
               be enacted (collectively, "Hazardous Materials"). Tenant shall at
               all times handle  Hazardous  Materials in a manner which will not
               cause risk of  contamination  of the Generator  Pad, the Complex,
               the Demised  Premises,  the  Building or elsewhere or which would
               violate  any  Environmental  Statute  now in  effect or which may
               later come in effect  during the Term of the Lease.  For purposes
               of  this  section,  the  term  "contamination"   shall  mean  the
               uncontained  presence of any Hazardous Materials at the Generator
               Pad, the Complex, the Demised Premises, the Building or elsewhere
               arising  from the  Generator  Pad by the Tenant,  its  employees,
               agents, invitees, or guests.

          (B)  Tenant  shall at any time  comply with any request by Landlord to
               provide  information,   statements,   or  affidavits  as  may  be
               necessary to establish the applicability or  nonapplicability  of
               any cleanup responsibility act or Environmental Statute which may
               from time to time be in effect to any  transaction  involving (a)
               the Demised Premises,  (b) the Landlord, (c) any person or entity
               which  directly  or  indirectly  owns or controls  Landlord,  (d)
               Tenant,  or (e) any person or entity which directly or indirectly
               owns or controls Tenant.

          (C)  In the event of a spill,  leak or any other form of environmental
               contamination   caused   by   the   Generator,    the   Generator

                                  Page 6 of 12
<PAGE>

               Improvements,  or any element thereof,  Tenant shall immediately,
               at no cost or expense to Landlord,  undertake any and all actions
               necessary  to  correct  or  remediate  such  contamination.  Such
               correction or remediation  shall be performed fully in compliance
               with any and all Federal, State and local requirements including,
               without limitation, any requirements of reporting the fact of the
               contamination.

     (r) Tenant shall be  responsible  for the cost of correction or cleaning of
the Building from any soot or other discharge from the Generator Improvements.

     (s) Tenant hereby  agrees to indemnify  and to hold  harmless  Landlord of,
from, and against any and all expense,  loss, or liability  suffered by Landlord
by  reason  of  Tenant's  breach  of any of the  provisions  of  this  paragraph
including but not limited to (a) any and all expenses that Landlord may incur in
studying or  remedying  any  contamination,  (c) any and all fines or  penalties
assessed  upon  Landlord  by reason of a  failure  of Tenant to comply  with the
provisions  of this  paragraph,  (d) any and all loss of  value  of the  Demised
Premises or the  Building by reason of such  failure to comply,  and (e) any and
all reasonable  legal fees and costs incurred by Landlord in connection with any
of the foregoing.

     (t) Landlord may, but shall not be obligated  to, at  reasonable  times and
with  reasonable  notice,  enter the Generator  Pad and the Demised  Premises to
conduct reasonable  inspections,  tests,  samplings,  or other investigations to
satisfy itself that Tenant has complied with the  provisions of this  paragraph.
Any such  inspection  shall not  relieve  Tenant of its  obligations  under this
Second Amendment.

     11. Landlord is holding the sum of $32,423.50 as Tenant's Security Deposit.
Upon execution of this Second Amendment, Tenant shall deliver the additional sum
of $16,149.50 to Landlord and Landlord  shall hold a total  Secuirty  Deposit of
$48,573.00 pursuant to the terms of the Lease.

     12. All  references  in the Lease to Landlord  shall mean DA Colonial  LLC.
Landlord's address shall be:

        For notices and correspondence:
        c/o Denholtz Management Corp.
        P.O. Box 1234
        1600 St. Georges Avenue
        Rahway, New Jersey 07065

        For payment of Rent:
        Via U.S. Mail:                     Via Special or Overnight Courier:
        DA Colonial LLC                    Image Remit
        Dept. 18R                          c/o DA Colonial LLC
        c/o Denholtz Management Corp       Dept. 18R, Box 48132
        PO Box 48132                       205 North Center Drive
        Newark, New Jersey 07101-4832      North Brunswick, New Jersey 08902

     13.  Landlord  and Tenant  each  warrant  and  represent  to the other that
neither  employed,  dealt with nor negotiated with any broker in connection with
this  transaction  other than Cushman & Wakefield  ("Broker") and each agrees to
indemnify  and hold  harmless  the  other  against  any  loss,  cost or  expense
(including  reasonable  attorneys'  fees)  arising  out  of  a  breach  of  such
representation by the indemnitor. Landlord shall pay any commission owing Broker
pursuant to a separate agreement.

     14.  Landlord and Tenant affirm that the Lease is in full force and effect,
and Tenant  certifies  that,  except as otherwise  specifically  set out in this
Second  Amendment,  all  obligations of Landlord under the Lease as of this date
have been fully  performed and complied with by Landlord.  By entering into this
Second Amendment,  Landlord does not and shall not be deemed either (i) to waive
or forgive any  default,  rent arrears or other  conditions  with respect to the
Lease or the use of the Demised  Premises,  whether or not in existence or known
to  Landlord  at the date  hereof,  or (ii) to consent to any matter as to which
Landlord's consent is required under the terms of the Lease,  except such as may
heretofore have been waived in writing or consented to in writing by Landlord.

     15.  Tenant  represents  and  warrants  that it has  obtained  all required
consents to enter into this Second Amendment.

     16. Except as expressly  modified or amended by this Second Amendment,  all
of the terms,  covenants  and  conditions  of the Lease are hereby  ratified and
confirmed  and,  except insofar as reference to the contrary is made in any such
instrument, all references to the "Lease" in any future correspondence or notice
shall be deemed to refer to the Lease as modified by this Second Amendment.

                                  Page 7 of 12
<PAGE>


     17. This Second  Amendment  is offered  for  signature  by Tenant and it is
understood  that this Second  Amendment  shall not be binding  upon  Landlord or
Tenant   unless  and  until   Landlord  and  Tenant  shall  have   executed  and
unconditionally delivered a fully executed copy of this Second Amendment to each
other.

     IN WITNESS WHEREOF, the parties have this day set their hands and seals.

Signed, Sealed and Delivered
in the presence of:                          LANDLORD:
                                             DA COLONIAL LLC


/s/_________________________                 By:/s/________________________
                                             Name:
/s/_________________________                 Title:

                                             TENANT:
                                             NETWOLVES COPROATION


/s/ Nanette Marsden                          By:/s/ Peter C. Castle
                                             Name: Peter C. Castle
/s/ Melissa Coppes                           Title: Chief Financial Officer

                                  Page 8 of 12
<PAGE>


                                   EXHIBIT A

                   Existing, Surrender and Retained Premises





                                  Page 9 of 12
<PAGE>

                                   EXHIBIT B

                                Landlord's Work

1. Erect wall demising the Surrender Premises from the Retained Premise as
depicted on Exhibit A. 2. Refurbish common area hallway between Surrender
Premises and Retained Premises as depicted on Exhibit A.





                                  Page 10 of 12
<PAGE>

                                   EXHIBIT C

                                 Generator Pad





                                 Page 11 of 12

<PAGE>

                                   EXHIBIT D

                                Generator Plans









                                 Page 12 of 12