EMPLOYMENT AGREEMENT

                                                                   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 Prior Agreements   Superseded.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.

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     (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.

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

Agreement if:

     (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