Exhibit 10.10

                              EMPLOYMENT AGREEMENT

     THIS  EMPLOYMENT  AGREEMENT  dated as of the 1st day of  July,  2004 by and
between  NETWOLVES  CORPORATION,   a  New  York  corporation   (hereinafter  the
"Company") and Walter R. Groteke, an individual residing at 1368 Landmark Trail,
Palm Harbor, FL 34684 (hereinafter called "Groteke").

                              W I T N E S S E T H:

     WHEREAS,  the Company  desires to enter into an Employment  Agreement  with
Groteke; and

     WHEREAS,  Groteke  desires to enter into an Employment  Agreement  with the
Company;

     NOW, THEREFORE, it is agreed as follows:

     1. Prior Agreements  Superseded.  This Agreement supersedes any employment,
consulting or other  agreements,  oral or written,  entered into between Groteke
and the Company  prior to the date of this  Agreement  except for equity  awards
previously granted to Groteke,  which stock options shall continue in full force
and effect.

     2.  Employment.  The Company  hereby  agrees to employ  Groteke and Groteke
hereby agrees to serve as  Vice-President-Sales of the Company with commensurate
responsibilities  and to  perform  such  services  as  dictated  by the Board of
Directors.  Groteke's  employment  hereunder  shall be on a full-time  basis and
Groteke shall not engage in any other  business,  except with the prior approval
of the  Board of  Directors  of the  Company.  Groteke  shall  serve in  similar
capacities  of such of the  subsidiary  corporations  of the  Company  as may be
selected   by  the  Board  of   Directors   without   additional   compensation.
Notwithstanding  the  foregoing,  it is  understood  that the  duties of Groteke
during the performance of employment shall not be inconsistent with his position
and title as Vice-President-Sales of the Company.

     3.  Term.  Subject  to  earlier  termination  on the terms  and  conditions
hereinafter  provided,  the term of this Employment  Agreement shall end on June
30, 2009,  provided that this  agreement  shall extend for  additional  one-year
periods unless Groteke  receives written notice from the Company each year on or
before April 1 of said year that the Company will be terminating  the agreement.
In no event, however, shall this agreement extend beyond June 30, 2011.

     4. Compensation. For all services rendered by Groteke under this Agreement,
compensation shall be paid to Groteke as follows:

     (a) Groteke  shall be paid at the annual  rate of One Hundred  Seventy-Five
Thousand ($175,000)  Dollars.

     (b)  During  the  period  of  employment   Groteke  shall  be  eligible  to
participate in the Company's stock option and stock purchase plans to the extent
determined  in the  discretion  of the  Board of  Directors  of the  Company  or
committee thereof.

     (c) Groteke shall be entitled to participate in any short-term or long-term
incentive plan which the Company has in existence or which may be adopted.

     (d) During the period of employment, Groteke shall be furnished with office
space and secretarial service and facilities  commensurate with his position and
adequate for the performance of his duties.
<PAGE>
     (e) Groteke shall be entitled to fully  participate in all benefit programs
available to  executive  employees  of the Company  throughout  the term of this
Agreement.

     (f) Groteke shall be entitled to four (4) weeks of vacation and sick leaves
consistent with current practice of the Company.

     5. Expenses.  Groteke shall be reimbursed for all  out-of-pocket  expenses,
including medical expenses, reasonably incurred by him in the performance of his
duties hereunder.  Expense reports,  with receipts and  justifications,  must be
submitted to the Chairman of the Board for approval.

     6. Severance Benefits.  Groteke shall be entitled to the severance benefits
provided for in  subsection  (c) hereof in the event of the  termination  of his
employment  by  the  Company  without  cause  or in  the  event  of a  voluntary
termination  of  employment by Groteke for good reason.  In such event,  Groteke
shall  have no duty to  mitigate  damages  hereunder.  Groteke  and the  Company
acknowledge that the foregoing provisions of this paragraph 6 are reasonable and
are  based  upon the  facts  and  circumstances  of the  parties  at the time of
entering into this Agreement,  and with this  Agreement,  and with due regard to
future expectations.

     (a) The term "cause" shall mean:

     (i) Groteke's  willful and continued  failure to substantially  perform his
duties  under this  Agreement  (other than any such failure  resulting  from his
incapacity  due to  physical or mental  illness)  after  demand for  substantial
performance  is delivered to Groteke by the Chairman of the Board of the Company
which specifically identifies the manner in which the Board believes Groteke has
not substantially performed his duties.

     (ii) Groteke's  failure to refuse to follow  directions  from the Company's
Board of Directors  provided that (a) Groteke is provided written notice of such
directions  and a  reasonable  period  in  which  to  comply  and (b)  Groteke's
compliance with any such direction would not be illegal or unlawful.

     (iii) Any act or fraud,  embezzlement or theft committed by Groteke whether
or not in connection  with his duties or in the course of his  employment  which
substantially impairs his ability to perform his duties hereunder.

     (iv) Any willful disclosure by Groteke of confidential information or trade
secrets of the Company or its affiliates.

     For purposes of this paragraph,  no act or failure to act on Groteke's part
shall be considered "willful" unless done, or omitted to be done, by Groteke not
in good faith and without  reasonable  belief that his action or omission was in
the best interest of the Company.  Notwithstanding the foregoing,  Groteke shall
not be deemed to have been  terminated  for cause  unless and until  there shall
have been delivered to him a copy of a notice of  termination  from the Chairman
of  the  Board  of  the  Company  after  reasonable  notice  to  Groteke  and an
opportunity  for  Groteke  with his  counsel  to be heard  before  the  Board of
Directors of the Company finding that in the good faith opinion of such Board of
Directors  Groteke was guilty of the conduct set forth in clauses  (i),  (ii) or
(iii) of this paragraph and specifying the particulars thereof in detail.

     (b) For these purposes,  Groteke shall have "good reason" to terminate this
Agreement if:

                                       2
<PAGE>

     (i) the Company removes  Groteke from the position of  Vice-President-Sales
at any time during the term of this Agreement;

     (ii) Groteke's place of employment is moved beyond a fifty-mile radius from
the Company's current facility in Tampa, Florida; or

     (iii) there is a change of control as defined in Section 14 hereof.

     (c) The severance  benefits  under this section in the event of termination
without  cause or by Groteke for "good  reason",  shall consist of the continued
payment to  Groteke  for the  remaining  term of this  Agreement,  of the annual
salary  provided  in  Section  4(a)  hereof  plus the  immediate  vesting of all
outstanding options.

     7.  Death.  In the  event  of  Groteke's  death  during  the  term  of this
Agreement,  Groteke's legal  representative shall be entitled to receive his per
annum base salary as provided in  paragraph  4(a) of this  Agreement to the last
day of the calendar  quarter  following the calendar  quarter in which Groteke's
death shall have occurred and  thereafter to receive  one-half (1/2) of the base
salary  provided  in  paragraph  4(a) of this  Agreement  for the balance of the
period covered by this Employment Agreement.

     8. Non-Competition.

     (a) Groteke agrees that,  during the term of this  Agreement,  he will not,
without the prior  written  approval of the Board of  Directors  of the Company,
directly or indirectly,  through any other  individual or entity,  (a) become an
officer or employee of, or render any services [including  consulting  services]
to, any competitor of the Company, which shall be define as any business engaged
in Internet  Security,  (b) solicit,  raid, entice or induce any customer of the
Company to cease  purchasing  goods or services  from the Company or to become a
customer of any  competitor  of the  Company,  and Groteke will not approach any
customer for any such purpose or authorize the taking of any such actions by any
other individual or entity, or (c) solicit,  raid, entice or induce any employee
of the Company,  and Groteke  will not  approach any such  employee for any such
purpose or authorize  the taking of any such action by any other  individual  or
entity.  However,  nothing  contained in this  paragraph 8 shall be construed as
preventing  Groteke from investing his assets in such form or manner as will not
require  him to become an  officer  or  employee  of,  or  render  any  services
(including consulting services) to, any competitor of the Company.

     (b) During the term hereof and at all times  thereafter,  Groteke shall not
disclose to any  person,  firm or  corporation  other than the Company any trade
secrets, trade information,  techniques or other confidential information of the
business of the Company, its methods of doing business or information concerning
its customers learned or acquired by Groteke during Groteke's  relationship with
the Company and shall not engage in any unfair trade  practices  with respect to
the Company.

     9. Enforcement.

     (a) The  necessity  for  protection  of the  Company  and its  subsidiaries
against  Groteke's  competition,  as  well  as the  nature  and  scope  of  such
protection,  has been carefully considered by the parties hereto in light of the
uniqueness of Groteke's  talent and his importance to the Company.  Accordingly,
Groteke agrees that, in addition to any other relief to which the Company may be
entitled,  the Company  shall be entitled to seek and obtain  injunctive  relief
(without the  requirement  of any bond) for the purpose of  restraining  Groteke
from any actual or threatened  breach of the covenants  contained in paragraph 8
of this Agreement.

                                       3
<PAGE>
     (b) If for any  reason  a court  determines  that  the  restrictions  under
paragraph 8 of this Agreement are not reasonable or that consideration  therefor
in adequate,  the parties  expressly  agree and covenant that such  restrictions
shall be interpreted,  modified or rewritten by such court to include as much of
the duration and scope identified in paragraph 8 as will render the restrictions
valid and enforceable.

     10.  Notices.  Any notice to be given to the  Company or Groteke  hereunder
shall be deemed given if delivered personally,  telefaxed or mailed by certified
or registered mail, postage prepaid,  to the other party hereto at the following
addresses:

     To the Company:     NetWolves Corporation
                         4002 Eisenhower Blvd.
                         Suite 101
                         Tampa, Florida   33634

     Copy to:            David H. Lieberman, Esq.
                         Beckman, Lieberman & Barandes, LLP
                         100 Jericho Quadrangle
                         Suite 329
                         Jericho, NY  11753

     To Groteke:         Walter R. Groteke
                         3568 Landmark Trail
                         Landmark Estates
                         Palm Harbor, Florida   34684-5016

Either  party may change the address to which  notice may be given  hereunder by
giving notice to the other party as provided herein.

     11.  Successors and Assigns.  This Agreement  shall inure to the benefit of
and be binding upon the Company,  its successors and assigns,  and upon Groteke,
his heirs, executors, administrators and legal representatives.

     12. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the parties except as specifically otherwise indicated herein.

     13. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of New York.

     14. Change of Control. "Change in Control" shall mean the occurrence of any
of the following events:

     (i) the acquisition by any individual,  entity or group (within the meaning
of Section  13(d)(3)  or  14(d)(2)  of the  Securities  Exchange  Act of 1934 as
amended (the "Exchange  Act") (a "Person") of beneficial  ownership  (within the
meaning of Rule 13d-3  promulgated  under the Exchange Act) of voting securities
of the  Company  when such  acquisition  causes such Person to own 30 percent or
more of the combined voting power of the then outstanding  voting  securities of
the Company  entitled  to vote  generally  in the  election  of  directors  (the
"Outstanding Company Voting Securities");  provided,  however, that for purposes
of this subsection (i), the following acquisitions shall not be deemed to result
in a Change of Control:  (A) any acquisition  directly from the Company, (B) any

                                       4
<PAGE>

acquisition by the Company, (C) any acquisition by any employee benefit plan (or
related  trust)  sponsored  or  maintained  by the  Company  or any  corporation
controlled by the Company or (D) any acquisition  pursuant to a transaction that
complies with clauses (A), (B) and (C) of subsection  (iii) below; and provided,
further,  that if any Person's  beneficial  ownership of the Outstanding Company
Voting  Securities  reaches or  exceeds 30 percent as a result of a  transaction
described  in clause (A) or (B) above,  and such  Person  subsequently  acquires
beneficial  ownership of  additional  voting  securities  of the  Company,  such
subsequent  acquisition  shall be treated as an  acquisition  that  causes  such
Person to own 30 percent or more of the Outstanding  Company Voting  Securities;
or

     (ii)  individuals  who, as of the date  hereof,  constitute  the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of the
Board; provided,  however, that any individual becoming a director subsequent to
the date hereof whose  election,  or  nomination  for election by the  Company's
stockholders,  was  approved by a vote of at least a majority  of the  directors
then  comprising  the  Incumbent  Board  shall  be  considered  as  though  such
individual were a member of the Incumbent  Board, but excluding for this purpose
any such individual whose initial  assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened  solicitation  of proxies or consents by
or on behalf of a Person other than the Board; or

     (iii) consummation of a reorganization,  merger or consolidation or sale or
other disposition of all or subsequently all of the assets of the Company or the
acquisition of assets of another  entity  ("Business  Combination");  excluding,
however,  such a Business Combination pursuant to which (A) all or substantially
all of the  individuals  and  entities  who were the  beneficial  owners  of the
Outstanding  Company  Voting  Securities  immediately  prior  to  such  Business
Combination  beneficially own, directly or indirectly,  more than 60 percent of,
respectively,  the then  outstanding  shares  of common  stock and the  combined
voting  power  of the  then  outstanding  voting  securities  entitled  to  vote
generally in the election of directors,  as the case may be, of the  corporation
resulting  from such Business  Combination  (including,  without  limitation,  a
corporation  that as a result of such  transaction  owns the  Company  or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries)  in  substantially   the  same  proportions  as  their  ownership,
immediately prior to such Business Combination of the Outstanding Company Voting
Securities,  (B) no Person  (excluding  any  employee  benefit  plan (or related
trust)  of  the  Company  or  such  corporation  resulting  from  such  Business
Combination)  beneficially owns, directly or indirectly,  30 percent or more of,
respectively,  the then  outstanding  shares of common stock of the  corporation
resulting  from such Business  Combination  or the combined  voting power of the
then outstanding voting securities of such corporation except to the extent that
such  ownership  existed  prior to the Business  Combination  and (C) at least a
majority of the members of the board of directors of the  corporation  resulting
from such Business  Combination  were members of the Incumbent Board at the time
of the  execution  of the  initial  agreement,  or of the  action of the  Board,
providing for such Business Combination; or

     (iv) approval by the stockholders of the Company of a complete  liquidation
or dissolution of the Company.

     IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Employment
Agreement as of the day and year first above written.

                         NETWOLVES CORPORATION

                         By:  /s/ Peter C. Castle
                             -------------------------------
                                   Peter C. Castle
                                   Chief Financial Officer

                               /s/ Walter R. Groteke
                             -------------------------------
                                   Walter R.  Groteke
                                   Employee